Recent Accounting Pronouncements

Information regarding recent accounting pronouncements and the impact of those pronouncements, if any, on our consolidated financial statements is provided in this Quarterly Report in “Notes to Condensed Consolidated Financial Statements, Note 1. Basis of Presentation.”

Risk Factors

You should consider each of the following factors as well as the other information in this Quarterly Report in evaluating our business and our prospects. The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties not presently known to us or that we currently consider immaterial may also impair our business operations. If any of these risks occur, our management may be required to invest significant time and attention and our business and financial results could be harmed. In that case, the trading price of our common stock could decline. You should also ~~refer to~~consider the other information set forth in this Quarterly Report and in our Annual Report on Form 10-K for the fiscal year ended September ~~27, 2015,~~25, 2016 in evaluating our business and our prospects, including but not limited to our financial statements and the related ~~notes.~~notes and “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.”

Risks Related to Our Businesses

Our proposed acquisition of NXP Semiconductors N.V. involves a number of risks, including, among others, the risk that we fail to complete the acquisition, in a timely manner or at all, regulatory risks, risks associated with our use of a significant portion of our cash and our taking on significant indebtedness, other financial risks, integration risks, and risk associated with the reactions of customers, suppliers and employees.

Our and NXP’s obligations to consummate the proposed transaction are subject to the satisfaction or waiver of certain conditions, including, among others: (i) the tender of a minimum number of NXP’s outstanding common shares in the tender offer commenced by a subsidiary of QUALCOMM Incorporated; (ii) the expiration or termination of any waiting periods under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended; (iii) the receipt of regulatory clearance under European Union and certain other foreign antitrust laws; (iv) the absence of any law or order prohibiting the proposed transaction; (v) there being no event that would have a material adverse effect on NXP; (vi) the accuracy of the representations and warranties of NXP, subject to certain exceptions, and NXP’s material compliance with its covenants, in the definitive agreement; (vii) the approval of certain governance-related resolutions at an extraordinary general meeting of NXP’s shareholders; and (viii) the completion of certain internal reorganization steps with respect to NXP and the disposition of certain non-core assets of NXP. We cannot provide assurance that the conditions to the completion of the proposed transaction will be satisfied in a timely manner or at all, and if the proposed transaction is not completed, we would not realize any of the expected benefits.

The regulatory approvals required in connection with the proposed transaction may not be obtained or may contain materially burdensome conditions. If any conditions or changes to the structure of the proposed transaction are required to obtain these regulatory approvals, they may have the effect of jeopardizing or delaying completion of the proposed transaction or reducing our anticipated benefits. If we agree to any material conditions in order to obtain any approvals required to complete the proposed transaction, our business and results of operations may be adversely affected.

In addition, the use of a significant portion of our cash and the incurrence of substantial indebtedness in connection with the financing of the proposed transaction may have an adverse impact on our liquidity, limit our flexibility in responding to other business opportunities and increase our vulnerability to adverse economic and industry conditions. See the Risk Factor entitled “There are risks associated with our indebtedness.”

If the proposed transaction is not completed, our stock price could fall to the extent that our current price reflects an assumption that we will complete it. Furthermore, if the proposed transaction is not completed and the purchase agreement is terminated, we would not realize any of the expected benefits of the proposed transaction, and we may suffer other consequences that could adversely affect our business, results of operations and stock price, including, among others:

we could be required to pay a termination fee to NXP of $2.0 billion;

we will have incurred and may continue to incur costs relating to the proposed transaction, many of which are payable by us whether or not the proposed transaction is completed;

matters relating to the proposed transaction (including integration planning) require substantial commitments of time and resources by our management team and numerous others throughout our organization, which could otherwise have been devoted to other opportunities;

we may be subject to legal proceedings related to the proposed transaction or the failure to complete the proposed transaction;

the failure to consummate the proposed transaction may result in negative publicity and a negative perception of us in the investment community; and

any disruptions to our business resulting from the announcement and pendency of the proposed transaction, including any adverse changes in our relationships with our customers, suppliers, partners or employees, may continue or intensify in the event the proposed transaction is not consummated.

The proposed transaction will be our largest acquisition to date, by a significant margin. The benefits we expect to realize from the proposed transaction will depend, in part, on our ability to integrate the businesses successfully and efficiently. See the Risk Factor entitled “We may engage in strategic acquisitions, transactions or make investments that could adversely affect our financial results or fail to enhance stockholder value.”

Furthermore, uncertainties about the proposed transaction may cause our and/or NXP’s current and prospective employees to experience uncertainty about their futures. These uncertainties may impair our and/or NXP’s ability to retain, recruit or motivate key management, engineering, technical and other personnel. Similarly, our and/or NXP’s existing or prospective customers, licensees, suppliers and/or partners may delay, defer or cease purchasing products or services from or providing products or services to us or NXP; delay or defer other decisions concerning us or NXP; or otherwise seek to change the terms on which they do business with us or NXP. Any of the above could harm us and/or NXP, and thus decrease the benefits we expect to receive from the proposed transaction.

The proposed transaction may also result in significant charges or other liabilities that could adversely affect our financial results, such as cash expenses and non-cash accounting charges incurred in connection with our acquisition and/or integration of the business and operations of NXP. Further, our failure to identify or accurately assess the magnitude of certain liabilities we are assuming in the proposed transaction could result in unexpected litigation or regulatory exposure, unfavorable accounting charges, unexpected increases in taxes due, a loss of anticipated tax benefits or other adverse effects on our business, operating results or financial condition. The price of our common stock following the proposed transaction could decline to the extent our financial results are materially affected by any of these events.

Our revenues depend on commercial network deployments, expansions and upgrades of CDMA, OFDMA and other communications ~~technologies,~~technologies; our customers’ and licensees’ sales of products and services based on these ~~technologies~~technologies; and ~~our ability to drive our~~ customers’ demand for our products and services.

We develop, patent and commercialize technology and products based on CDMA, OFDMA and other communications technologies, which are primarily wireless. We depend on ~~our customers, our licensees and~~ operators of wireless networks and our customers and licensees to ~~use~~adopt these technologies for use in their ~~adoption of our products and services into their~~networks, devices ~~and networks and on the timing of their deployments of new products~~ and services. We also depend on our customers and licensees to

develop ~~products~~devices and services based on these technologies with value-added features to drive consumer demand for new 3G, 3G/4G multimode and 4G devices, as well as establishing the selling prices for such devices. Further, we depend on the timing of our ~~rate~~customers’ and licensees’ deployments of ~~revenue growth depends~~new devices and services based on these technologies. Increasingly, we also depend on operators of wireless networks, our customers and licensees and other third parties ~~incorporating our technology, products and/or services~~to incorporate these technologies into new device types ~~used in~~and into industries beyond traditional cellular communications, such as automotive, the IoT, including the connected home, smart cities and ~~wearable uses.~~ wearables, data center, networking, computing, mobile health and machine learning, including robotics, among others. We are also impacted by consumers’ rates of replacement of smartphones and other computing devices.

Our revenues and/or growth in revenues could be negatively impacted, our business may be harmed and our substantial investments in these technologies may not provide us an adequate return, if:

wireless operators and industries beyond traditional cellular communications deploy alternative technologies;

wireless operators delay 3G and 3G/4G multimode network deployments, expansions or upgrades and/or delay moving 2G customers to 3G, 3G/4G multimode or 4G wireless devices;

LTE, an OFDMA-based 4G wireless technology, is not more widely deployed or further commercial deployment is delayed;

government regulators delay making sufficient spectrum available for 3G, ~~and/or 3G/~~4G, ~~networks,~~new unlicensed technologies that we are developing in conjunction with 3G and 4G, as well as for 5G, thereby restricting the ~~expansion~~ability of ~~3G/4G~~ wireless ~~connectivity~~operators to ~~keep pace with consumer demand;~~deploy or expand the use of these technologies;

wireless operators ~~are unable to~~delay or do not drive improvements in 3G or 3G/4G multimode network performance and/or capacity;

our customers’ and licensees’ revenues and sales of products, particularly premium-tier products, and services using these technologies do not grow or do not grow as quickly as anticipated due to, for example, the maturity of smartphone penetration in developed ~~regions (where premium-tier products are common) or a reduction~~regions;

our intellectual property and technical leadership included in the ~~rate~~5G standardization effort is different than in 3G and 4G standards;

the standardization and/or deployment of ~~device replacements by consumers;~~5G technology is delayed; and/or

we are unable to drive the adoption of our products and services into networks and devices, including devices beyond traditional cellular applications, based on CDMA, OFDMA and other communications technologies.

Our industry is subject to competition in an environment of rapid technological change that could result in decreased demand and/or declining average selling prices for our products and/or those of our customers and/or ~~licensees and/or result in placing new specifications or requirements on our products, each of which could negatively affect our revenues and operating results.~~licensees.

Our products, services and technologies face significant ~~competition, and the revenues we generate and/or the timing of such revenues, which depend on deployments and/or actions by others, may not meet expectations.~~competition. We expect competition to increase as our current competitors expand their product offerings or reduce the prices of their products as part of a strategy to attract new business and/or customers, ~~and~~ as new opportunities develop ~~any of which would put continued pressure on~~and as new competitors enter the ~~pricing of our products and services.~~industry. Competition in wireless communications is affected by various factors that include, among others: device manufacturer concentrations; growth in demand, consumption and competition in emerging geographic regions; government ~~intervention;~~

intervention and/or support of national industries and/or competitors; evolving industry standards and business models; evolving methods of transmission of voice and data communications; increasing data traffic and densification of wireless networks; convergence and aggregation of connectivity technologies (including Wi-Fi and LTE) in both devices and access points; consolidation of wireless technologies and infrastructure at the network edge; networking and connectivity trends (including cloud services); use of both licensed and unlicensed spectrum; the evolving nature of computing (including demand for always on, always connected capabilities); the speed of technological change (including the transition to smaller geometry process technologies); value-added features that drive selling prices as well as consumer demand for new 3G, 3G/4G multimode and 4G devices; turnkey, integrated products that incorporate hardware, software, user interface, applications and reference designs; ~~rapid growth in mobile data consumption;~~ scalability; and the ability of the system technology to meet customers’ immediate and future network requirements. We anticipate that additional competitors will introduce products as a result of growth opportunities in wireless communications, the trend toward global expansion by foreign and domestic competitors, technological and public policy changes and relatively low barriers to entry in certain segments of the industry. Additionally, the semiconductor industry has experienced and may continue to experience consolidation, which could result in significant changes to the competitive landscape.

We expect that our future success will depend on, among other factors, our ability to:

differentiate our integrated circuit products with innovative technologies across multiple products and features (e.g., modem, ~~radio frequency front end, central,~~RFFE, graphics and/or other processors, camera and connectivity) and with smaller geometry process technologies that drive performance;

develop and offer integrated circuit products at competitive cost and price points to effectively cover both emerging and developed geographic regions and all device tiers;

continue to drive the adoption of our integrated circuit products into the most popular device models and across a broad spectrum of devices, such as smartphones, tablets, other computing devices, automobiles, wearable and other connected devices and infrastructure products;

maintain and/or accelerate demand for our integrated circuit products at the premium device tier, while increasing the adoption of our products in mid- and low-tier devices, ~~and in the turnkey product channel,~~ in part by strengthening our integrated circuit product roadmap for, and developing channel relationships in, emerging geographic regions, such as China and India, and by providing turnkey products, which incorporate our integrated circuits, for low- and mid-tier smartphones and tablets;

continue to be a leader in 4G technology evolution, including expansion of our LTE-based single mode licensing program in areas where single-mode products are commercialized, and continue to innovate and introduce 4G turnkey, integrated products and services that differentiate us from our competition;

be a leader serving original equipment manufacturers, high level operating systems (HLOS) providers, operators and other industry participants as competitors, new industry entrants and other factors continue to affect the industry landscape;

be a preferred partner (and sustain preferred relationships) providing integrated circuit products that support multiple operating system and infrastructure platforms to industry participants that effectively commercialize new devices using these platforms;

increase and/or accelerate demand for our semiconductor component products, including RFFE, and our wired and wireless connectivity products, including networking products for consumers, carriers and enterprise equipment and connected devices;

identify potential acquisition targets that will grow or sustain our business or address strategic needs, reach agreement on terms acceptable to us and effectively integrate these new businesses and/or technologies;

create ~~stand-alone~~standalone value and/or contribute to the success of our existing businesses through acquisitions, joint ventures and other transactions (and/or by developing customer, licensee and/or vendor relationships) in new industry segments and/or disruptive technologies, products and/or services (such as products for automotive, the IoT, including the connected home, smart cities and ~~the Internet of Things, automotive,~~wearables, data center, networking, ~~mobile~~ computing, mobile health and machine learning, including robotics, ~~and wireless charging~~ among others);

become a leading supplier of radio frequency ~~front end~~front-end products, which are designed to address cellular radio frequency band fragmentation while improving radio frequency performance and assist original equipment manufacturers in developing multiband, multimode mobile devices;

be a leader in 5G technology development, standardization, intellectual property creation and licensing and develop and commercialize 5G integrated circuit products and services; and/or

continue to develop brand recognition to effectively compete against better known companies in ~~mobile~~ computing and other consumer driven segments and to deepen our presence in significant emerging geographic regions.

Competition in any or all product tiers ~~customer concentration and/~~may result in the loss of certain business or ~~growth in sales of mid-~~customers, which would negatively impact our revenues and ~~low-tier products, particularly relative to premium-tier products,~~operating results. Such competition may also reduce average selling prices for our chipset products and/or the products of our customers and licensees. Certain of these dynamics are particularly pronounced in emerging geographic regions ~~(e.g.,~~where competitors may have lower cost structures and/or may have a willingness and ability to accept lower prices and/or lower or negative margins on their products (particularly in China). Reductions in the average selling prices of our chipset products, without a corresponding increase in volumes, would negatively impact our revenues, and without corresponding decreases in average unit costs, would negatively impact our margins. In addition, reductions in the average selling prices of our licensees’ products, unless offset by an increase in volumes, would generally decrease total royalties payable to us, negatively impacting our licensing revenues.

Companies that promote standards that are neither CDMA- nor OFDMA-based (e.g., GSM) as well as companies that design integrated circuits based on CDMA, OFDMA, Wi-Fi or their derivatives are generally competitors or potential competitors. Examples (some of which are strategic partners of ours in other areas) include ~~Airoha Technology Corp.,~~ Broadcom Limited, Cirrus Logic,

Ericsson, HiSilicon Technologies, Intel, Leadcore Technology Co., Ltd., Marvell Technology, Maxim Integrated Products, MediaTek, Microchip Technology Inc., Nvidia, Qorvo Inc., Realtek Semiconductor, Samsung Electronics, Skyworks Solutions Inc. and Spreadtrum Communications (which is controlled by Tsinghua Unigroup). Some of these current and potential competitors may have advantages over us that include, among others: ~~lower cost structures;~~ motivation by our customers in certain circumstances to utilize their own internally-developed integrated circuit products, to use our competitors’ integrated circuit products, or to ~~find alternate suppliers or~~ choose alternative technologies; lower cost structures and/or a willingness and ability to accept lower prices and lower or negative margins for their products, particularly in China; foreign government support of other technologies or competitors; better known brand names; ownership and control of manufacturing facilities and greater expertise in manufacturing processes; more extensive relationships with local distribution companies and original equipment manufacturers in emerging geographic regions (such as China); and/or a more established presence in certain regions.

Certain of our software and our suppliers’ software may contain or may be derived from “open source” software, and we have seen, and believe we will continue to see, an increase in customers requesting that we develop products, including software associated with our integrated circuit products, that incorporate open source software elements and operate in an open source environment, which, under certain open source licenses, may offer accessibility to a portion of a product’s source code and may expose related intellectual property to adverse licensing conditions. Licensing of such software may impose certain obligations on us if we were to distribute derivative works of the open source software. For example, these obligations may require us to make source code for the derivative works available to our customers in a manner that allows them to make such source code available to their customers, or license such derivative works under a particular type of license that is different than what we customarily use to license our software. Developing open source products, while adequately protecting the intellectual property rights upon which our licensing business depends, may prove burdensome and time-consuming under certain circumstances, thereby placing us at a competitive disadvantage. Also, our use and our customers’ use of open source software may subject our products and our customers’ products to governmental scrutiny and delays in product certification, which could cause customers to view our products as less desirable than our competitors’ products. While we believe we have taken appropriate steps and employ adequate controls to protect our intellectual property rights, our use of open source software presents risks that could have an adverse effect on these rights and on our business.

We derive a significant portion of our consolidated revenues from a small number of customers and licensees. If revenues derived from these customers or licensees decrease or the timing of such revenues fluctuates, our operating results could be negatively affected.

Our QCT ~~(Qualcomm CDMA Technologies)~~ segment derives a significant portion of its revenues from a small number of customers, and we expect this trend to continue in the foreseeable future. Our industry is experiencing and may continue to experience ~~an increasing~~ concentration of device share among a few companies, particularly at the premium tier, contributing to this trend. In addition, certain of our largest integrated circuit customers develop their own integrated circuit products, which they have in the past chosen, and may in the future choose, to utilize in certain of their devices rather than our integrated circuit products (and/or sell their integrated circuit products to third parties in competition with us). Also, one of our largest integrated circuit customers has begun to utilize products of one of our competitors in certain of their devices rather than our products.

The loss of any one of our significant customers, a reduction in the purchases of our products by such customers ~~(due~~or the cancelation of significant purchases by any of these customers, whether due to the use of their own integrated circuit products, our competitors’ integrated circuit products or ~~otherwise) or cancellation of significant purchases from any of these customers~~otherwise, would reduce our revenues and could harm our ability to achieve or sustain expected operating results, and a delay of significant purchases, even if only temporary, would reduce our revenues in the period of the delay. Further, the concentration of device share among a few companies, and the corresponding purchasing power of these companies, may result in lower prices for our products which, if not accompanied by a sufficient increase in the volume of purchases of our products, could have an adverse effect on our revenues and margins. In addition, the timing and size of purchases by our significant customers may be impacted by the timing of such customers’ new or next generation product introductions, over which we have ~~little or~~ no control, and the timing of such introductions may cause our operating results to fluctuate. Accordingly, if current industry dynamics and concentrations continue, our QCT segment’s revenues will continue to depend largely upon, and be impacted by, future purchases, and the timing and size of any such future purchases, by these significant customers.

~~In addition, one~~One of our largest customers purchases our Mobile Data Modem (MDM) products, which do not include our integrated application processor ~~technology.~~technology and which have lower revenue and margin contributions than our combined modem and application processor products. To the extent such customer takes device share from our other customers who purchase our integrated modem and application processor ~~products, which have higher revenue and margin contribution than our MDM~~ products, our revenues and margins may be negatively impacted.

Further, companies that develop HLOS for devices, including leading technology companies, now sell their own devices. If we fail to effectively partner or continue partnering with these companies, or with their partners or customers, they may decide not to purchase (either directly or through their contract manufacturers), or to reduce or discontinue their purchases of, our integrated circuit products.

In addition, there has been and continues to be litigation among certain of our customers and other industry participants, and the potential outcomes of such litigation, including but not limited to injunctions against devices that incorporate our products and/or intellectual property or rulings on certain patent law or patent licensing issues that create new legal precedent, could impact our business, particularly if such action impacts one of our larger customers.

Although we have more than ~~320~~335 CDMA-based licensees, our QTL segment derives a significant portion of its licensing revenues from a limited number of licensees. In the event that one or more of our significant licensees fail to meet their reporting and/or payment requirements or we are unable to renew or modify one or more of such license agreements under similar terms, our revenues, operating results and cash flows would be adversely impacted. Moreover, the future growth and success of our core licensing business will depend in part on the ability of our licensees to develop, introduce and deliver high-volume products that achieve and sustain customer acceptance. We have ~~little or~~ no control over the product development, sales efforts or pricing of products by our licensees, and our licensees might not be successful. Reductions in the average selling prices of wireless devices sold by our major licensees, without a sufficient increase in the volumes of such devices sold, would generally have an adverse effect on our licensing revenues.

We derive a significant portion of our consolidated revenues from the premium-tier device segment. If sales of premium-tier devices decrease, and/or sales of our premium-tier integrated circuit products decrease, our operating results could be negatively affected.

We derive a significant portion of our revenues from the premium-tier device segment, and we expect this trend to continue in the foreseeable future. We have experienced, and expect to continue to experience, slowing growth in the premium-tier device segment due to, among other factors, lengthening replacement cycles in developed regions, where premium-tier smartphones are common; increasing consumer demand in emerging regions, particularly China, where premium-tier smartphones are less common and replacement cycles are on average longer than in developed regions; and/or a maturing premium-tier smartphone industry in which demand is increasingly driven by new product launches and/or innovation cycles.

In addition, as discussed in the prior risk factor, our industry is experiencing concentration of device share among a few companies at the premium tier, which gives them significant supply chain leverage. Further, those companies may utilize their own internally-developed integrated circuit products, or our competitors’ integrated circuit products, rather than our products in a portion of their devices. These dynamics may result in lower prices for and/or reduced sales of our premium-tier integrated circuit products.

A reduction in sales of premium-tier devices, or a reduction in sales of our premium-tier integrated circuit products (which have a higher revenue and margin contribution than our lower-tier integrated circuit products), may reduce our revenues and margins and may harm our ability to achieve or sustain expected operating results.

Efforts by some communications equipment manufacturers or their customers to avoid paying fair and reasonable royalties for the use of our intellectual property may require the investment of substantial management time and financial resources and may result in legal decisions and/or actions by governments, courts, regulators or agencies, Standards Development Organizations (SDOs) or other industry organizations that harm our business.

From time to time, companies initiate various strategies to attempt to renegotiate, mitigate and/or eliminate their need to pay royalties to us for the use of our intellectual property. These strategies have included: (i) litigation, often alleging infringement of patents held by such companies, patent misuse, patent exhaustion, patent invalidity and/or unenforceability of our patents and/or licenses, or some form of unfair competition; (ii) taking positions contrary to our understanding of their contracts with us; (iii) appeals to governmental authorities; (iv) collective action, including working with wireless operators, standards bodies, other like-minded companies and other organizations, on both formal and informal bases, to adopt intellectual property policies and practices that could have the effect of limiting returns on intellectual property innovations; (v) lobbying governmental regulators and elected officials for the purpose of seeking the imposition of some form of compulsory licensing and/or to weaken a patent holder’s ability to enforce its rights or obtain a fair return for such rights; and (vi) licensees using various strategies to attempt to shift their royalty obligation to their suppliers that results in lowering the wholesale (i.e., licensee’s) selling price on which the royalty is calculated. In addition, certain licensees have disputed or underreported royalties owed to us under their license agreements with us or reported to us in a manner that is not in compliance with their contractual obligations, and certain companies have yet to enter into or delayed entering into license agreements with us for their use of our intellectual property, and ~~such~~ licensees and/or companies may continue to do so in the future. Further, to the extent such licensees and/or companies increase their device share, the negative impact of their underreporting and/or non-reporting on our business and operating results will be exacerbated.

We are currently subject to various litigation and governmental investigations and/or proceedings, some of which may arise out of the strategies described above. Certain legal matters are described more fully in this Quarterly Report in “Notes to Condensed Consolidated Financial Statements, Note 7.6. Commitments and Contingencies.” The unfavorable resolution of one or more of these matters could have a material adverse effect on our business, results of operations, financial condition and/or cash flows. Depending on the type of matter, various remedies that could result from an unfavorable resolution include, among others, injunctions, monetary damages or fines or other orders to pay money and the issuance of orders to cease certain conduct and/or modify our business practices. Further, a governmental body in a particular country or region may assert, and may be successful in imposing, remedies with effects that extend beyond the borders of that country or region.

In addition, in connection with our participation in SDOs, we, like other patent owners, generally have made contractual commitments to such organizations to license those of our patents that would necessarily be infringed by standard-compliant products (standard-essential patents) on terms that are fair, reasonable and nondiscriminatory (FRAND). Some manufacturers and users of standard-compliant products advance interpretations of these FRAND commitments that are adverse to our

licensing business, including interpretations that would limit the amount of royalties that we could collect on the licensing of our patent portfolio.

Further, some companies or entities have proposed significant changes to existing intellectual property policies for implementation by SDOs and other industry organizations with the goal of significantly devaluing standard-essential patents. For example, some have put forth proposals which would require a maximum aggregate intellectual property royalty rate for the use of all standard-essential patents owned by all of the member companies to be applied to the selling price of any product implementing the relevant standard. They have further proposed that such maximum aggregate royalty rate be apportioned to each member company with standard-essential patents based upon the number of standard-essential patents held by such company. Others have proposed that injunctions not be an available remedy for infringement of standard-essential patents and/or have made proposals that could severely limit damage awards and other remedies by courts for patent infringement (e.g., by severely limiting the base upon which the royalty percentage may be applied). A number of these strategies are purportedly based on interpretations of the policies of certain SDOs concerning the licensing of patents that are or may be essential to industry standards and on our (and/or other companies’) alleged failure to abide by these policies.

Some SDOs, courts and governmental agencies have adopted and may in the future adopt some or all of these interpretations or proposals in a manner adverse to our interests, including in litigation to which we may not be a party.

We expect that such proposals, interpretations and strategies will continue in the future, and if successful, our business model would be harmed, either by limiting or eliminating our ability to collect royalties (or by reducing the royalties we can collect) on all or a portion of our patent portfolio, limiting our return on investment with respect to new technologies, limiting our ability to seek injunctions against infringers of our standard-essential patents, constraining our ability to make licensing commitments when submitting our technology for inclusion in future standards (which could make our technology less likely to be included in such standards) or forcing us to work outside of SDOs or other industry groups to promote our new technologies, and our results of operations could be negatively impacted. In addition, the legal and other costs associated with asserting or defending our positions have been and continue to be significant. We assume that such challenges, regardless of their merits, will continue into the foreseeable future and may require the investment of substantial management time and financial resources.

We are subject to government regulations and policies. Our business may suffer as a result of adverse rulings in government investigations or other proceedings, new or changed laws, regulations or policies and/or our failure or inability to comply with laws, regulations or policies.

Our business, products and services, and those of our customers and licensees, are subject to various laws and regulations globally, as well as government policies and the specifications of international, national and regional communications standards bodies. The adoption of new laws, regulations or policies, changes in the interpretation of existing laws, regulations or policies, changes in the regulation of our activities by a government or standards body and/or adverse rulings in court, regulatory, administrative or other proceedings relating to such laws, regulations or policies, including, among others, those affecting licensing practices, competitive business practices, the use of our technology or products, protection of intellectual property, trade, foreign investments or loans, spectrum availability and license issuance, adoption of standards, the provision of device subsidies by wireless operators to their customers, taxation, privacy and data protection, environmental protection or employment, could have an adverse effect on our business.

We are currently subject to various governmental investigations and/or proceedings, and certain matters are described more fully in this Quarterly Report in “Notes to Condensed Consolidated Financial Statements, Note 6. Commitments and Contingencies.” The unfavorable resolution of one or more of these matters could have a material adverse effect on our business, results of operations, financial condition and/or cash flows. Depending on the type of matter, various remedies that could result from an unfavorable resolution include, among others, injunctions, monetary damages or fines or other orders to pay money, and the issuance of orders to cease certain conduct and/or modify our business practices. Further, a governmental body in a particular country or region may assert, and may be successful in imposing, remedies with effects that extend beyond the borders of that country or region.

Delays in government approvals or other governmental activities that could result from, among others, a decrease in or a lack of funding for certain agencies or branches of the government and/or political changes, could result in our incurring higher costs, could negatively impact our ability to timely consummate strategic transactions and/or could have other negative impacts on our business and the businesses of our customers and licensees.

National, state and local environmental laws and regulations affect our operations around the world. These laws may make it more expensive to manufacture, have manufactured and sell products, and our costs could increase if our vendors (e.g., third-party manufacturers or utility companies) pass on their costs to us.

impose additional costs on us and on our suppliers and may limit the sources or increase the prices of materials used in our products. Further, if we are unable to determine that our products are “DRC conflict free,” we may face challenges with our customers that place us at a competitive disadvantage, and our reputation may be harmed.

Laws, regulations and standards relating to corporate governance, business conduct, public disclosure and health care are complex and changing and may create uncertainty regarding compliance. Laws, regulations and standards are subject to varying interpretations in many cases, and their application in practice may evolve over time. As a result, our efforts to comply may fail, particularly if there is ambiguity as to how they should be applied in practice. New laws, regulations and standards or evolving interpretations of legal requirements may cause us to incur higher costs as we revise current practices, policies and/or procedures and may divert management time and attention to compliance activities.

The enforcement and protection of our intellectual property rights may be expensive, could fail to prevent misappropriation or unauthorized use of our ~~proprietary~~ intellectual property rights, could result in the loss of our ability to enforce one or more patents, or could be adversely affected by changes in patent laws, by laws in certain foreign jurisdictions that may not effectively protect our intellectual property rights or by ineffective enforcement of laws in such jurisdictions.

We rely primarily on patent, copyright, trademark and trade secret laws, as well as nondisclosure and confidentiality agreements, international treaties and other methods, to protect our proprietary information, technologies and processes, including our patent portfolio. Policing unauthorized use of our products, technologies and proprietary information is difficult and time consuming. ~~We cannot be certain that the~~The steps we have taken ~~or may~~have not always prevented, and we cannot be certain the steps we will take in the future ~~have prevented or~~ will prevent, the misappropriation or unauthorized use of our proprietary information and technologies, particularly in foreign countries where the laws may not protect our proprietary intellectual property rights as fully or as readily as United States laws or where the enforcement of such laws may be lacking or ineffective. Some industry participants who have a vested interest in devaluing patents in general, or standard-essential patents in particular, have mounted attacks on certain patent systems, increasing the likelihood of changes to established patent laws. In the United States, there is continued discussion regarding potential patent law ~~changes.~~changes and current and potential future litigation regarding patents, the outcomes of which could be detrimental to our licensing business. The laws in certain foreign countries in which our products are or may be manufactured or sold, including certain countries in Asia, may not protect our intellectual property rights to the same extent as the laws in the United States. We expect that the European Union will adopt a unitary patent system in the next few years that may broadly impact that region’s patent regime. We cannot predict with certainty the long-term effects of any potential changes. In addition, we cannot be certain that the laws and policies of any country or the practices of any standards bodies, foreign or domestic, with respect to intellectual property enforcement or licensing or the adoption of standards, will not be changed in the future in a way detrimental to our licensing program or to the sale or use of our products or technology.

We have had and may in the future have difficulty in certain circumstances in protecting or enforcing our intellectual property rights and/or contracts, including collecting royalties for use of our patent portfolio in particular foreign jurisdictions due to, among others: policies of foreign governments; challenges to our licensing practices under such jurisdictions’ competition laws; adoption of mandatory licensing provisions by foreign jurisdictions (either with controlled/regulated royalties or royalty free); failure of foreign courts to recognize and enforce judgments of contract breach and damages issued by courts in the United States; and/or challenges pending before foreign competition agencies to the pricing and integration of additional features and functionality into our chipset products. Certain licensees have disputed or underreported royalties owed to us under their license agreements with us or reported to us in a manner that is not in compliance with their

contractual obligations, and certain companies have yet to enter into or delayed entering into license agreements for their use of our intellectual property, and such licensees and/or companies may continue to do so in the future. Additionally, although our license agreements provide us with the right to audit the books and records of licensees, audits can be expensive, time consuming, incomplete and subject to dispute. Further, certain licensees may not comply with the obligation to provide full access to their books and records. To the extent we do not aggressively enforce our rights under our license agreements, licensees may not comply with their existing license agreements, and to the extent we do not aggressively pursue unlicensed companies to enter into license agreements with us for their use of our intellectual property, other unlicensed companies may not enter into license agreements.

We have entered into litigation in the past and may need to further litigate in the future to enforce our contract and/or intellectual property rights, protect our trade secrets or determine the validity and scope of proprietary rights of others. As a result of any such litigation, we could lose our ability to enforce one or more patents, portions of our license agreements could be determined to be invalid or unenforceable (which may in turn result in other licensees either not complying with their existing license agreements and/or initiating litigation) and/or we could incur substantial unexpected operating costs. Any action we take to enforce our contract or intellectual property rights could be costly and could absorb significant management time and attention, which, in turn, could negatively impact our operating results. Further, even a positive

resolution to our enforcement efforts may take time to conclude, which may reduce our revenues in the period prior to conclusion.

Our growth increasingly depends on our ability to extend our products and services into new and expanded product areas, such as RFFE, and adjacent industry segments outside of traditional cellular industries, such as the IoT, automotive and computing, among others. Our research, development and other investments in these new and expanded product areas and industry segments, and related technologies, products and services, as well as in our existing technologies, products and services and new technologies, such as 5G, may not generate operating income or contribute to future operating results that meet our expectations.

Our industry is subject to rapid technological change, evolving industry standards and frequent new product introductions, and we must make substantial research, development and other investments, such as acquisitions, in new products, services and technologies to compete successfully. Technological innovations generally require significant research and development efforts before they are commercially viable. While we continue to invest significant resources toward advancements primarily in support of 4G OFDMA- and 5G-based technologies, we also innovate across a broad spectrum of opportunities to deploy new and expanded products and enter into adjacent industry segments by leveraging our existing technical and business expertise and/or through acquisitions.

In particular, our future growth significantly depends on new and expanded product areas, such as RFFE, and adjacent industry segments, such as automotive, IoT, including the connected home, smart cities and wearables, data center, networking, computing, mobile health and machine learning, including robotics, among others; our ability to develop leading and cost-effective technologies, products and services for new and expanded product areas and adjacent industry segments; and third parties incorporating our technology, products and services into device types used in these product areas and industry segments. Accordingly, we intend to continue to make substantial investments in these new and expanded product areas and adjacent industry segments, and in developing new products, services and technologies for these product areas and industry segments.

However, our research, development and other investments in these new and expanded product areas and adjacent industry segments, and corresponding technologies, products and services, as well as in our existing, technologies, products and services and new technologies, such as use of both licensed and unlicensed spectrum, convergence of cellular and Wi-Fi and 5G, may not succeed due to, among others: new industry segments and/or consumer demand may not grow as anticipated; our strategies and/or the strategies of our customers, licensees or partners may not be successful; improvements in alternate technologies in ways that reduce the advantages we anticipate from our investments; competitors’ products or services being more cost effective, having more capabilities or fewer limitations or being brought to market faster than our new products and services; and competitors having longer operating histories in industry segments that are new to us. We may also underestimate the costs of or overestimate the future operating income and/or margins that could result from these investments, and these investments may not, or may take many years to, generate material returns.

If our new technologies, products and/or services are not successful, or are not successful in the time frame we anticipate, we may incur significant costs and/or asset impairments, our business may not grow as anticipated, our revenues and/or margins may be negatively impacted and/or our reputation may be harmed.

The continued and future success of our licensing programs can be impacted by the deployment of other technologies in place of technologies based on CDMA, OFDMA and their derivatives; the ~~need to extend certain existing license agreements that are expiring and/or to cover additional later patents; and/or the~~ success of our licensing programs for 4G single mode products and emerging industry ~~segments.~~segments; and the need to extend license agreements that are expiring and/or to cover additional future patents.

Although we own a very strong portfolio of issued and pending patents related to GSM, GPRS, EDGE, OFDM, OFDMA, WLAN ~~MIMO~~ and other technologies, our patent portfolio licensing program in these areas is less established and might not be as successful in generating licensing revenues as our CDMA licensing program has been. Many wireless operators are investigating, have selected or have deployed OFDMA-based LTE as their next-generation 4G technology in existing (or future if not yet deployed) wireless spectrum bands as complementary to their existing CDMA-based networks. While 3G/4G multimode products are generally covered by our existing 3G licensing agreements, products that implement 4G but do not also implement 3G are generally not covered by these agreements. Although we believe that our patented technology is essential and useful to implementation of the LTE industry standards and have granted royalty-bearing licenses to more than ~~195~~220 companies (including Huawei, Lenovo, LG, Microsoft, Oppo, Samsung, Sony Mobile, vivo, Xiaomi and ZTE) that have realized that they need a license to our patents to make and sell products implementing 4G standards but not implementing 3G standards, it may be difficult to agree on material terms and/or conditions of new license agreements that are acceptable to us with companies that are currently ~~unlicensed, particularly in China.~~unlicensed. Further, the royalty rates for single mode 4G products are ~~generally~~ lower than our royalty rates for 3G and 3G/4G multimode products, ~~have been, and therefore,~~so, without a corresponding increase in volumes and/or device ASP, we ~~might~~

will not achieve the same licensing revenues on such LTE products as on 3G and 3G/4G multimode products. In addition, new connectivity and other services are emerging that rely on devices that may or may not be used on traditional cellular networks, such as devices used in the connected home or the ~~Internet of Things.~~IoT. We also seek to diversify and broaden our technology licensing programs to new industry segments in which we can utilize our technology leadership, such as wireless charging and other technologies. Standards, even de facto standards, that develop as these technologies mature, in particular those that do not include a base level of interoperability, may impact our ability to obtain royalties that are equivalent to those that we receive for 3G and 3G/4G multimode products used in cellular communications. Although we believe that our patented technology is essential and useful to the commercialization of such services, the royalties we receive may be lower than those we receive from our current licensing program.

Over the long-term, we need to continue to evolve our patent portfolio. If we do not maintain a strong portfolio that is applicable to current and/or future standards (such as 5G), products and/or services, our future licensing revenues could be negatively impacted.

The licenses granted to and from us under a number of our license agreements include only patents that are either filed or issued prior to a certain ~~date and, in a small number of agreements, royalties are payable on those patents for a specified time period.~~date. As a result, there are agreements with some licensees where later patents are not licensed by or to ~~us and/or royalties are not owed to us under such~~us. Additionally, certain of our license agreements ~~after the specified time period. Additionally, certain license~~(including essentially all of our recent agreements in China) are effective for a specified term. In order to license or to obtain a license to such later patents or after the expiration of a specified term, or to receive royalties after the specified time period, we will need to extend or modify such license agreements or enter into new license agreements with such licensees. Accordingly, to the extent not renewed on their terms or by election for an additional (generally multi-year) period, if applicable, we will need to extend or modify such license agreements or enter into new license agreements with such licensees more frequently than we have done historically. We might not be able to ~~modify~~renew those license agreements, or enter into new license agreements, in the future without affecting the material terms and conditions of our license agreements with such licensees, and such modifications or new agreements may negatively impact our revenues. If

there is a delay in renewing a license agreement prior to its expiration, there would be a delay in our ability to recognize revenues related to that licensee’s product sales. Further, if we are unable to reach agreement on such modifications or new agreements, it could result in patent infringement litigation with such companies.

We are subject to government regulations and policies. Our business may suffer as a result of new or changed laws, regulations or policies, our failure or inability to comply with laws, regulations or policies or adverse rulings in enforcement or other proceedings.

We are currently subject to various governmental investigations and/or proceedings, and certain matters are described more fully in this Quarterly Report in “Notes to Condensed Consolidated Financial Statements, Note 7. Commitments and Contingencies.” The unfavorable resolution of one or more of these matters could have a material adverse effect on our business, results of operations, financial condition and/or cash flows. Depending on the type of matter, various remedies that could result from an unfavorable resolution include, among others, injunctions, monetary damages or fines or other orders to pay money, and the issuance of orders to cease certain conduct and/or modify our business practices. Further, a governmental body in a particular country or region may assert, and may be successful in imposing, remedies with effects that extend beyond the borders of that country or region.

Regulations in the United States require that we determine whether certain materials used in our products, referred to as conflict minerals, originated in the Democratic Republic of the Congo (DRC) or an adjoining country, or were from recycled or scrap sources. The verification and reporting requirements, in addition to customer demands for conflict free sourcing, impose additional costs on us and on our suppliers and may limit the sources or increase the prices of materials used in our products. Further, if we are unable to determine that our products are “DRC conflict free,” we may face challenges with our customers that place us at a competitive disadvantage, and our reputation may be harmed.

~~Our research, development and other investments in new technologies, products and services may not generate operating income or contribute to future operating results that meet our expectations.~~

Our industry is subject to rapid technological change, evolving industry standards and frequent new product introductions, and we must make substantial research, development and other investments, such as acquisitions, in new products, services and technologies to compete successfully. Technological innovations generally require significant research and development efforts before they are commercially viable. Our future growth significantly depends on third parties incorporating our technology, products and/or services into new device types used in industries beyond traditional cellular communications, such as automotive, connected home and wearable uses. Accordingly, we intend to continue to make substantial investments in developing new products, services and technologies that we believe can create stand-alone value and/or contribute to the success of our existing businesses. However, it is possible that these initiatives will not be successful

and/or will not result in meaningful revenues or generate operating income that meets expectations. As a result, we may develop products that fail to meet our customers’ needs and/or develop products that may become obsolete and be replaced by competitors’ products offering more compelling features, technologies or costs.

While we continue to focus our development efforts primarily in support of 3G CDMA- and 4G OFDMA-based technologies, we innovate across a broad spectrum of opportunities to deploy new business models and enter into new industry segments by leveraging our existing technical and business expertise and/or through acquisitions. Our recent investment initiatives relate to, among others, products for the connected home and the Internet of Things; automotive; networking; mobile computing; small cells and addressing the challenge of meeting the increased demand for data; very high speed connectivity; data centers; mobile health; wireless charging; and machine learning, including robotics.

Our research, development and other investments in new technologies, products or services may not succeed due to, among others: improvements in alternate technologies in ways that reduce the advantages we anticipate from our investments; competitors’ products or services being more cost effective, having more capabilities or fewer limitations or being brought to market faster than our new products and services; and competitors having longer operating histories in industry segments that are new to us. We may also underestimate the costs of or overestimate the future operating income and/or margins that could result from these investments, and these investments may not, or may take many years to, generate material returns. If our new technologies, products or services are not successful, or are not successful in the time frame we anticipate, we may incur significant costs and/or asset impairments, our business may not grow as anticipated, our revenues and/or margins may be negatively impacted and/or our reputation may be harmed.

We depend on a limited number of third-party suppliers for the procurement, manufacture and testing of our products. If we fail to execute supply strategies that provide technology leadership, supply assurance ~~technology leadership~~ and low cost, our operating results and our business may be harmed. We are also subject to order and shipment uncertainties that could negatively impact our operating results.

Our QCT segment currently utilizes a fabless production model, which means that we do not own or operate foundries for the production of silicon wafers from which our integrated circuits are made. We employ both turnkey and two-stage manufacturing models to purchase our integrated circuits. ~~Turnkey is when~~Under the turnkey model, our foundry suppliers are responsible for delivering fully assembled and tested integrated circuits. Under the two-stage manufacturing model, we purchase die in singular or wafer form from semiconductor manufacturing foundries and contract with separate third-party suppliers for manufacturing services such as wafer bump, probe, assembly and the majority of our final ~~test.~~test requirements. The ~~third-party~~ semiconductor manufacturing foundries that supply products to our QCT segment are primarily located in Asia, as are our primary warehouses where we store finished goods for fulfillment of customer orders. The following could have an adverse effect on our ability to meet customer demands and/or negatively impact our revenues, business operations, profitability and/or cash flows:

a reduction, interruption, delay or limitation in our product supply sources;

a failure by our suppliers to procure raw materials or to provide or allocate adequate manufacturing or test capacity for our products;

our suppliers’ inability to react to shifts in product demand or an increase in raw material or component prices;

our suppliers’ delay in developing leading process technologies, or inability to develop or maintain leading process technologies, including transitions to smaller geometry process technologies;

the loss of a supplier or the inability of a supplier to meet performance, quality or ~~quality~~yield specifications or delivery schedules; and/or

additional expense and/or production delays as a result of qualifying a new supplier and commencing volume production or testing in the event of a loss of or a decision to add or change a supplier.

While we have established alternate suppliers for certain technologies, we rely on sole- or limited-source suppliers for certain products, subjecting us to significant risks, including: possible shortages of raw materials or manufacturing capacity;

poor product performance; and reduced control over delivery schedules, manufacturing capability and yields, quality assurance, quantity and costs. To the extent we have established alternate suppliers, these suppliers may require significant levels of support to bring complex technologies to production. As a result, we may invest a significant amount of effort and resources and incur higher costs to support and maintain such alternate suppliers. Further, any future consolidation of foundry suppliers could increase our vulnerability to sole- or limited-source arrangements and reduce our suppliers’ willingness to negotiate pricing, which could negatively impact our ability to achieve cost reductions and/or increase our manufacturing costs. Our arrangements with our suppliers may obligate us to incur costs to manufacture and test our products that do not decrease at the same rate as decreases in pricing to our customers. Our ability, and that of our suppliers, to develop or maintain leading process technologies, including transitions to smaller geometry process technologies, and to effectively compete with the manufacturing processes and performance of our competitors, could impact our ability to introduce new products and meet customer demand, could increase our costs (possibly decreasing our margins) and could subject us to the

risk of excess inventories. Our inability to meet customer demand due to sole- or limited-sourcing and/or the additional costs that we incur because of these or other supply constraints or because of the need to support alternate suppliers could negatively impact our business ~~our revenues~~ and our results of operations.

Although we have long-term contracts with our suppliers, many of these contracts do not provide for long-term capacity commitments. To the extent we do not have firm commitments from our suppliers over a specific time period or for any specific quantity, our suppliers may allocate, and in the past have allocated, capacity to the production and testing of products for their other customers while reducing or limiting capacity to manufacture or test our products. Accordingly, capacity for our products may not be available when we need it or at reasonable prices. To the extent we do obtain long-term capacity commitments, we may incur additional costs related to those commitments and/or make non-refundable payments for capacity commitments that are not used.

One or more of our suppliers or potential alternate suppliers may manufacture CDMA- or OFDMA-based integrated circuits that compete with our products. In this event, the supplier could elect to allocate raw materials and manufacturing capacity to their own products and reduce or limit deliveries to us to our detriment. In addition, we may not receive reasonable pricing, manufacturing or delivery terms. We cannot guarantee that the actions of our suppliers will not cause disruptions in our operations that could harm our ability to meet our delivery obligations to our customers or increase our cost of sales.

Additionally, we place orders with our suppliers using our forecasts of customer demand, which are based on a number of assumptions and estimates, and are generally only partially covered by commitments from our customers. If we overestimate customer demand, we may experience increased excess and/or obsolete inventory, which would negatively impact our operating results.

Claims by other companies that we infringe their intellectual property could adversely affect our business.

From time to time, companies have asserted, and may again assert, patent, copyright and other intellectual property rights against our products or products using our technologies or other technologies used in our industry. These claims have resulted and may again result in our involvement in litigation. We may not prevail in such litigation given, among other factors, the complex technical issues and inherent uncertainties in intellectual property litigation. If any of our products or services were found to infringe on another company’s intellectual property rights, we could be subject to an injunction or be required to redesign our products or services, which could be costly, or to license such rights and/or pay damages or other compensation to such other company. If we are unable to redesign our products or services, license such intellectual property rights used in our products or services or otherwise distribute our products (e.g., through a licensed ~~supplier,~~supplier), we could be prohibited from making and selling such products or providing such services. In any potential dispute involving other companies’ patents or other intellectual property, our chipset foundries, semiconductor assembly and test providers and customers could also become the targets of litigation. We are contingently liable under certain product sales, services, license and other agreements to indemnify certain customers against certain types of liability and/or damages arising from qualifying claims of patent infringement by products or services sold or provided by us. Reimbursements under indemnification arrangements could have an adverse effect on our results of operations. Furthermore, any such litigation could severely disrupt the supply of our products and the businesses of our chipset customers and their customers, which in turn could hurt our relationships with them and could result in a decline in our chipset sales and/or reductions in our licensees’ sales, causing a corresponding decline in our chipset and/or licensing revenues. Any claims, regardless of their merit, could be time consuming to address, result in costly litigation, divert the efforts of our technical and management personnel or cause product release or shipment delays, any of which could have an adverse effect on our operating results.

We expect that we may continue to be involved in litigation and may have to appear in front of administrative bodies (such as the United States International Trade Commission) to defend against patent assertions against our products by companies, some of whom are attempting to gain competitive advantage or leverage in licensing negotiations. We may not be

successful in such proceedings, and if we are not, the range of possible outcomes is very broad and may include, for example, monetary damages or fines or other orders to pay money, royalty payments, ~~and/or an injunction~~injunctions on the sale of certain of our integrated circuit products (and/or on the sale of our customers’ devices using such products)~~. A~~ and/or the issuance of orders to cease certain conduct and/or modify our business practices. Further, a governmental body in a particular country or region may assert, and may be successful in imposing, remedies with effects that extend beyond the borders of that country or region. In addition, a negative outcome in any such proceeding could severely disrupt the business of our chipset customers and their wireless operator customers, which in turn could harm our relationships with them and could result in a decline in our worldwide chipset sales and/or a reduction in our licensees’ sales to wireless operators, causing corresponding declines in our chipset and/or licensing revenues.

~~A number of~~Certain legal matters, including certain claims by other companies ~~have claimed~~that we infringe their intellectual property, are described more fully in this Quarterly Report in “Notes to ~~own patents applicable to products implementing various CDMA-based standards, TDMA-based standards, such as GSM~~Condensed Consolidated Financial Statements, Note 6. Commitments and ~~OFDMA-based standards. In addition, existing standards continue to evolve, and new standards, including those applicable to new industry segments, continue to be developed. If future standards~~

~~diminish, or fail to include, a base level of interoperability, our business may be harmed, and our investments in these new segments may not succeed.~~Contingencies.”

We may engage in strategic acquisitions, ~~or strategic~~ transactions or make ~~strategic~~ investments that could adversely affect our financial results or fail to enhance stockholder value.

We engage in strategic acquisitions and ~~strategic~~other transactions, including joint ventures, and make ~~strategic~~ investments, which we believe are important to the future of our business, ~~strategy,~~ with the goal of maximizing stockholder value. We acquire businesses and other assets, including patents, technology, wireless spectrum and other intangible assets, enter into joint ventures or other strategic transactions, and purchase minority equity interests in or make loans to companies that may beprivate and early-stage. Our strategic activities are generally focused on opening ~~new~~ or expanding opportunities for our technologies and supporting the design and introduction of new products and services (or enhancing existing products or services) for voice and data ~~communications.~~communications and new industry segments. Recent material transactions include our acquisition of CSR plc, our pending joint venture with TDK Corporation and our proposed acquisition of NXP. Many of our strategic activities entail a high degree of risk and require the use of domestic and/or foreign capital, and investments may not become liquid for several years after the date of the investment, if at all. Our strategic activities may not generate financial returns or result in increased adoption or continued use of our technologies, products or services. In some cases, we may be required to consolidate or record our share of the earnings or losses of companies in which we have acquired ownership interests. In addition, we may record impairment charges related to our strategic activities. Any losses or impairment charges that we incur related to strategic activities will have a negative impact on our financial results, and we may continue to incur new or additional losses related to strategic assets or investments that we have not fully impaired or exited. ~~In part due to our inexperience with technologies and/or products of and/or geographic regions served by our strategic activities, we~~We may underestimate the costs and/or overestimate the benefits, including product and other synergies and growth opportunities that we expect to realize, and we may not achieve them. If we do not achieve the anticipated benefits of business acquisitions or other strategic activities, our results of operations may be adversely affected, and we may not enhance stockholder value by engaging in these transactions.

Achieving the anticipated benefits of business acquisitions, including joint ventures and other strategic investments in which we have management and operational control, depends in part upon our ability to integrate the businesses in an efficient and effective ~~manner.~~manner and achieve anticipated synergies. Such integration is complex and time consuming and involves significant challenges, including, among others: retaining key employees; successfully integrating new employees, technology, products, processes, operations (including manufacturing operations), sales and distribution channels, business ~~systems, technology~~models and ~~products;~~business systems; retaining customers and suppliers of the businesses; consolidating research and development and/or supply operations; minimizing the diversion of management’s attention from ongoing business matters; and consolidating corporate and administrative ~~infrastructures.~~infrastructures; and managing the increased scale, complexity and globalization of our business, operations and employee base. We may not derive any commercial value from associated technologies or products or from future technologies or products based on these technologies, and we may be subject to liabilities that are not covered by indemnification protection that we may obtain, orand we may become subject to litigation. Additionally, we may not be successful in entering or expanding into new sales or distribution channels, business or operational models (including manufacturing), geographic regions, industry segments and/or categories of products served by or adjacent to the associated businesses or in addressing potential new opportunities that may arise out of the combination.

~~If we are unsuccessful in executing~~Our use of open source software may harm our ~~Strategic Realignment Plan,~~business.

Certain of our ~~business~~software and ~~results of operations~~our suppliers’ software may contain or may be ~~adversely affected.~~

Inderived from “open source” software, and we have seen, and believe we will continue to see, an increase in customers requesting that we develop products, including software associated with our integrated circuit products, that incorporate open source software elements and operate in an open source environment, which, under certain open source licenses, may offer accessibility to a portion of a product’s source code and may expose related intellectual property to adverse licensing conditions. Licensing of such software may impose certain obligations on us if we were to distribute derivative works of the ~~fourth quarter of fiscal 2015, we announced a Strategic Realignment Plan designed~~open source software. For example, these obligations may require us to ~~improve execution, enhance financial performance and drive profitable growth as we work to create sustainable long-term value~~make source code for stockholders. As part of this Strategic Realignment Plan, among other actions, we are implementing a cost reduction plan, which includes a series of targeted reductions across our businesses, particularly in QCT, and a reductionthe derivative works available to our ~~annual share-based compensation grants~~customers in ~~fiscal 2016. We expect these cost reduction initiatives~~a manner that allows them to ~~be substantially implemented by~~make

such source code available to their customers or license such derivative works under a particular type of license that is different than what we customarily use to license our software. Developing open source products, while adequately protecting the ~~end~~intellectual property rights upon which our licensing business depends, may prove burdensome and time-consuming under certain circumstances, thereby placing us at a competitive disadvantage. Also, our use and our customers’ use of ~~fiscal 2016. Additional information regarding~~open source software may subject our ~~Strategic Realignment Plan is provided in this Quarterly Report in “Notes~~products and our customers’ products to ~~Condensed Consolidated Financial Statements, Note 10. Strategic Realignment Plan.”~~

~~We cannot provide assurance that our Strategic Realignment Plan will be successful, that anticipated cost savings will be realized, that our operations, business~~governmental scrutiny and financial results will improve and/or that these efforts will not disrupt our operations (beyond what is intended). Our ability to achieve the anticipated cost savings and other benefits within the expected time frames is subject to many estimates and assumptions, which are subject to significant economic, competitive and other uncertainties, some of which are beyond our control. Further, we may experience delays in ~~the timing~~product certification, which could cause customers to view our products as less desirable than our competitors’ products. While we believe we have taken appropriate steps and employ adequate controls to protect our intellectual property rights, our use of open source software presents risks that could have an adverse effect on these ~~efforts and/or higher than expected or unanticipated costs in implementing them. Moreover, changes in the size, alignment or organization of~~rights and on our workforce could adversely affect employee morale and retention, relations with customers and business partners, our ability to develop and deliver products and services as anticipated and/or impair our ability to realize our current or future business and financial objectives. If we do not succeed in these efforts, if these efforts are more costly or time-consuming than expected, if our estimates and assumptions are not correct, if we experience delays or if other unforeseen events occur, our business and results of operations may be adversely affected.

business.

Our stock price, earnings and ~~earnings~~the fair value of our investments are subject to substantial quarterly and annual fluctuations and to market downturns.

Our stock price and earnings have fluctuated in the past and are likely to fluctuate in the future. Factors that may have a significant impact on the market price of our stock and/or earnings include those identified throughout this ~~“Risk Factors”~~Risk Factors section, volatility of the stock market in general and technology-based companies in particular, announcements concerning us, our suppliers, our competitors or our customers or licensees, and variations between our actual results or guidance and expectations of securities analysts, among others. Further, increased volatility in the financial markets and/or overall economic conditions may reduce the amounts that we realize in the future on our cash equivalents and/or marketable securities and may reduce our earnings as a result of any impairment charges that we record to reduce recorded values of marketable securities to their fair values.

In the past, securities class action litigation ~~often~~ has been brought against a company following periods of volatility in the market price of its securities. Due to changes in our stock price, we are and may in the future be the target of securities litigation. Securities litigation could result in substantial uninsured costs and divert management’s attention and our resources. Certain legal matters, including certain securities litigation brought against us, are described more fully in this Quarterly Report in “Notes to Condensed Consolidated Financial Statements, Note 6. Commitments and Contingencies.”

We maintain an extensive investment portfolio of varied holdings, which are generally classified as available-for-sale and are therefore recorded on our consolidated balance sheet at fair value, with unrealized gains or losses reported as a component of accumulated other comprehensive income. The fair value of our investments are subject to fluctuation based primarily on market price volatility, as well as the underlying operations of the associated investment, among other things. If the fair value of such investments decreases below their cost basis, as some of our previous investments have, we may be required in certain circumstances to recognize a loss in our results of operations. The sensitivity of and risks associated with the market value of our investment portfolio are described more fully in our Annual Report on Form 10-K for our fiscal year ended September 25, 2016 and “Part 1, Item 3. Quantitative and Qualitative Disclosures About Market Risk” in this Quarterly Report.

There are risks associated with our indebtedness.

Our outstanding indebtedness and any additional indebtedness we incur, including in connection with our proposed acquisition of NXP, may have negative consequences on our business, including, among others:

requiring us to use cash to pay the principal of and interest on our indebtedness, thereby reducing the amount of cash available for other purposes;

limiting our ability to obtain additional financing for working capital, capital expenditures, acquisitions, stock repurchases, dividends or other general corporate and other purposes;

limiting our flexibility in planning for, or reacting to, changes in our business and our industry; and/or

increasing our vulnerability to interest rate fluctuations to the extent a portion of our debt has variable interest rates.

Our ability to make payments of principal of and interest on our indebtedness depends upon our future performance, which is subject to general economic conditions, industry cycles and financial, business and other factors, many of which are beyond our control. If we are unable to generate sufficient cash flow from operations in the future to service our debt, we may be required to, among other things: repatriate funds to the United States at substantial tax cost; refinance or restructure all or a portion of our indebtedness; reduce or delay planned capital or operating expenditures; or sell selected assets. Such measures might not be sufficient to enable us to service our debt. In addition, any such refinancing, restructuring or sale of assets might not be available on economically favorable terms or at all, and if prevailing interest rates at the time of any such refinancing and/or restructuring are higher than our current rates, interest expense related to such refinancing and/or restructuring would increase. If there are adverse changes in the ratings assigned to our debt securities by credit rating

agencies, our borrowing costs, our ability to access debt in the future and/or the terms of such debt could be adversely affected.

Global, regional or local economic conditions that impact the mobile communications industry or the other industries in which we operate could negatively affect the demand for our products and services and our customers’ or licensees’ products and services, which may negatively affect our revenues.

A decline in global, regional or local economic conditions or a slow-down in economic growth, particularly in geographic regions with high concentrations of wireless voice and data users or high concentrations of our customers or licensees, could have adverse, wide-ranging effects on demand for our products and for the products and services of our customers or licensees, particularly equipment manufacturers or others in the wireless communications industry who buy their products, such as wireless operators. Any prolonged economic downturn may result in a decrease in demand for our products or technologies; the insolvency of key suppliers, customers or licensees; delays in reporting and/or payments from our licensees and/or customers; failures by counterparties; and negative effects on wireless device inventories. In addition, our customers’ ability to purchase or pay for our products and services and network operators’ ability to upgrade their wireless networks could be adversely affected by economic conditions, leading to a reduction, cancelation or delay of orders for our products or services.

We may not be able to attract and retain qualified employees.

Our future success depends largely upon the continued service of our executive officers and other key management and technical personnel, and on our ability to continue to identify, attract, retain and motivate them, particularly in an environment of cost ~~reductions, including equity compensation and headcount~~ reductions. Implementing our business strategy requires specialized engineering and other talent, as our revenues are highly dependent on technological and product innovations. The market for employees in our industry is extremely competitive. Further, existing immigration laws make it more difficult for us to recruit and retain highly skilled foreign national graduates of universities in the United States, making the pool of available talent even smaller. If we are unable to attract and retain qualified employees, our business may be harmed.

Currency fluctuations could negatively affect future product sales or royalty revenues, harm our ability to collect receivables or increase the U.S. dollar cost of our products.

Our customers sell their products throughout the world in various currencies. Our consolidated revenues from international customers as a percentage of our total revenues were greater than 90% ~~during~~in each of the last three fiscal years. Adverse movements in currency exchange rates may negatively affect our business and our operating results due to a number of factors, including, among others:

Our products and those of our customers and licensees that are sold outside the United States may become less price-competitive, which may result in reduced demand for those products and/or downward pressure on average selling prices;

Certain of our revenues, such as royalties, that are derived from licensee or customer sales denominated in foreign currencies could decrease;

Our foreign suppliers may raise their prices if they are impacted by currency fluctuations, resulting in higher than expected costs and lower margins; and/or

Foreign exchange hedging transactions that we engage in to reduce the impact of currency fluctuations may require the payment of structuring fees, limit the U.S. dollar value of royalties from licensees’ sales that are denominated in foreign currencies, cause earnings volatility if the hedges do not qualify for hedge accounting and expose us to counterparty risk if the counterparty fails to perform.

Global economic conditions that impact the mobile communications industry could negatively affect the demand for our products and services and our customers’ or licensees’ products and services, which may negatively affect our revenues.

A decline in global economic conditions or a slow-down in economic growth, particularly in geographic regions with high concentrations of wireless voice and data users, could have adverse, wide-ranging effects on demand for our products and for the products and services of our customers or licensees, particularly equipment manufacturers or others in the wireless communications industry who buy their products, such as wireless operators. Any prolonged economic downturn may result in a decrease in demand for our products or technologies; the insolvency of key suppliers, customers or licensees; delays in reporting and/or payments from our licensees and/or customers; failures by counterparties; and negative effects on wireless device inventories. In addition, our customers’ ability to purchase or pay for our products and services and network operators’ ability to upgrade their wireless networks could be adversely affected by economic conditions, leading to a reduction, cancellation or delay of orders for our products or services.

Failures in our products or services or in the products or services of our customers or licensees, including those resulting from security vulnerabilities, defects or errors, could harm our business.

The use of devices containing our products to access untrusted content creates a risk of exposing the system software in those devices to viral or malicious attacks. While we continue to focus on this issue and are taking measures to safeguard our products from cybersecurity threats, device capabilities continue to evolve, enabling more data and processes, such as ~~mobile~~ computing, and increasing the risk of security failures. Further, our products are inherently complex and may contain defects or errors that are detected only when the products are in use. ~~As our chipset product complexities increase, we are required to migrate to integrated circuit technologies with smaller geometric feature sizes.~~ The design process interface in new domains of technology isand the migration to integrated circuit technologies with smaller geometric feature sizes are complex and ~~adds~~add risk to manufacturing yields and reliability. Further, manufacturing, testing, marketing and use of our products and those of our customers and licensees entail the risk of product liability. Because our products and services are responsible for critical functions in our customers’ products and/or networks, security failures, defects or errors in our products ~~and~~or services could

have an adverse impact on us, on our customers ~~and~~and/or on the end users of our customers’ products. Such adverse impact could include product liability claims or recalls, write-offs of our inventories and/or intangible assets; unfavorable purchase commitments; a shift of business to our competitors; a decrease in demand for connected devices and wireless services; damage to our reputation and to our customer relationships; and other financial liability or harm to our business. Further, security failures, defects or errors in the products of our customers or licensees, such as the recent issues with the Galaxy Note 6 that caused Samsung to discontinue that product, could have an adverse impact on our operating results due to a delay or decrease in demand for our products or services generally, and our premium-tier products in particular, among other factors.

Our business and operations could suffer in the event of security breaches.

Attempts by others to gain unauthorized access to our information technology systems are increasingly more sophisticated. These attempts, which might be related to industrial or other espionage, include covertly introducing malware to our computers and networks and impersonating authorized users, among others. We seek to detect and investigate all security incidents and to prevent their recurrence, but in some cases, we might be unaware of an incident or its magnitude and effects. While we have identified several incidents of unauthorized access, to date none have caused material damage to our business. The theft, unauthorized use or publication of our intellectual property and/or confidential business information could harm our competitive position, reduce the value of our investment in research and development and other strategic initiatives and/or otherwise adversely affect our business. To the extent any security breach results in inappropriate disclosure of our customers’ or licensees’ confidential information, we may incur liability. We expect to continue to devote resources to the security of our information technology systems.

Potential tax liabilities could adversely affect our results of operations.

We are subject to income taxes in the United States and numerous foreign jurisdictions, including Singapore where our QCT segment’s non-United States headquarters is located. Significant judgment is required in determining our provision for income taxes. Although we believe that our tax estimates are reasonable, the final determination of tax audits and any related ~~litigation~~legal proceedings could materially differ from amounts reflected in our historical income tax provisions and accruals. In such case,

our income tax provision and results of operations in the period or periods in which that determination is made could be negatively affected.

We have tax incentives in Singapore provided that we meet specified employment and other criteria, and as a result of the expiration of these incentives, our Singapore tax rate is expected to increase in fiscal 2017 and again in fiscal 2027. If we do not meet the criteria required to retain such incentives, our Singapore tax rate could increase prior to ~~those dates,~~fiscal 2027, and our results of operations could be adversely affected.

Tax rules may change in a manner that adversely affects our future reported financial results or the way we conduct our business. For example, we consider the operating earnings of certain non-United States subsidiaries to be indefinitely reinvested outside the United States based on our current needs for those earnings to be reinvested offshore as well as estimates that future domestic cash generated from operations and/or borrowings will be sufficient to meet future domestic cash needs for the foreseeable future. No provision has been made for United States federal, state or foreign taxes that may result from future remittances of the undistributed earnings of these foreign subsidiaries. Our future financial results and liquidity may be adversely affected if tax rules regarding unrepatriated earnings change, if domestic cash needs require us to repatriate foreign earnings, if the shares of these foreign subsidiaries were sold or otherwise transferred or if the United States international tax rules change as part of comprehensive tax reform or other tax legislation.

Further changes in the tax laws of foreign jurisdictions could arise as a result of the base erosion and profit shifting (BEPS) project that was undertaken by the Organization for Economic Co-operation and Development (OECD). The OECD, which represents a coalition of member countries, recommended changes to numerous long-standing tax principles related to transfer pricing. These changes, if adopted by countries, could increase tax uncertainty and may adversely affect our provision for income taxes. We have not yet determined what changes, if any, may be needed to our operations or structure to address BEPS. If our effective tax rates were to increase, particularly in the United States or Singapore, our operating results, cash flows and/or financial condition could be adversely affected.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Financial market risks related to interest rates, foreign currency exchange rates and equity prices are described in our ~~2015~~2016 Annual Report on Form 10-K. At ~~June 26,~~December 25, 2016, there have been no material changes to the financial market risks described at September ~~27, 2015.~~25, 2016, except as described below. We do not currently anticipate any other near-term changes in the nature of our financial market risk exposures or in management’s objectives and strategies with respect to managing such exposures.

Equity Price Risk. We hold a diversified marketable securities portfolio that includes equity securities and fund shares that are subject to equity price risk. We have made investments in marketable equity securities of companies of varying size, style, industry and geography and changes in investment allocations may affect the price volatility of our investments. On October 27, 2016, we announced a definitive agreement under which Qualcomm River Holdings will acquire NXP for estimated total cash consideration of $38 billion. We intend to fund the transaction with cash held by foreign entities, which will result in the use of a substantial portion of our cash, cash equivalents and marketable securities, as well as new debt. As a result, in the first quarter of fiscal 2017, we began and expect to continue divesting a substantial portion of our marketable securities portfolio, including our equity securities and fund shares. The recorded values of our marketable equity securities and fund shares decreased to $564 million at December 25, 2016 from $1.7 billion at September 25, 2016. At December 25, 2016, we had no gross unrealized losses related to our marketable equity securities and fund shares. A 10% decrease in the market price of our marketable equity securities and fund shares at December 25, 2016 would have caused a decrease in the carrying amounts of these securities of $56 million.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such ~~term is~~terms are defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as ~~amended.~~amended (the Exchange Act). Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Quarterly Report.

Changes in Internal Control over Financial Reporting. There ~~have been~~were no changes in our internal control over financial reporting ~~during~~in the ~~third~~first quarter of fiscal ~~2016~~2017 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Information regarding ~~our material pending~~certain legal proceedings is provided in this Quarterly Report in “Notes to Condensed Consolidated Financial Statements, Note 7.6. Commitments and Contingencies.” We are also engaged in numerous other legal actions arising in the ordinary course of our business and, while there can be no assurance, we believe that the ultimate outcome of these other legal actions will not have a material adverse effect on our business, results of operations, financial condition or cash flows.

ITEM 1A. RISK FACTORS

We have provided updated Risk Factors in the section labeled “Risk Factors” in ~~Part~~“Part I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations.” The “Risk Factors” section provides updated information in certain areas, but we do not believe those updates have materially changed the type or magnitude of the risks we face in comparison to the disclosure provided in our most recent Annual Report on Form 10-K.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Issuer purchases of equity securities ~~during~~in the ~~third~~first quarter of fiscal ~~2016~~2017 were:

Total Number of
Shares Purchased
Average Price Paid Per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
Approximate Dollar Value of Shares that May Yet Be
Purchased Under the Plans or Programs
(2)
(In thousands) (In thousands) (In millions)
March 28, 2016 to April 24, 2016 —
$ —
—
$ 3,311
April 25, 2016 to May 22, 2016 —
—
—
3,311
May 23, 2016 to June 26, 2016 1,832
54.56
1,832
3,211
Total 1,832

1,832



	Total Number of Shares Purchased	Average Price Paid Per Share (1)		Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs	Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2)
	(In thousands)			(In thousands)	(In millions)
September 26, 2016 to October 23, 2016	1,307	$	65.70	1,307	$	2,900
October 24, 2016 to November 20, 2016	1,770	67.40		1,770	2,781
November 21, 2016 to December 25, 2016	3,570	66.78		3,570	2,543
Total	6,647			6,647


(1)	Average Price Paid Per Share excludes cash paid for commissions.


(2)	On March 9, 2015, we announced a repurchase program authorizing us to repurchase up to $15 billion of our common stock. At ~~June 26,~~December 25, 2016, ~~$3.2~~$2.5 billion remained authorized for repurchase. The stock repurchase program has no expiration date.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

(b) As previously disclosed, on December 7, 2015, the Board of Directors of the Company (the Board) amended and restated the Company’s Amended and Restated Bylaws (the Amended and Restated Bylaws) to implement proxy access. Section 5A of the Amended and Restated Bylaws permitted a stockholder, or a group of up to 20 stockholders, owning 3% or more of the Company’s outstanding common stock continuously for at least 3 years, to nominate and include in the Company’s proxy materials director nominees constituting up to 20% of the Board, provided that the stockholder(s) and the director nominee(s) satisfy the eligibility, procedural and disclosure requirements specified in the Amended and Restated Bylaws. On July 11, 2016, the Board amended and restated the Amended and Restated Bylaws to revise the proxy access provisions. The revisions to Section 5A permit the number of director nominees to be the greater of 2 individuals or 20% of the Board, and eliminated certain of the eligibility, procedural and disclosure requirements.Not applicable.

The foregoing summary of the Amended and Restated Bylaws is not complete and is subject to, and qualified in its entirety by, the full text of the Amended and Restated Bylaws, which are filed as Exhibit 3.2 to the Company’s Current Report on Form 8-K filed on July 15, 2016 and incorporated herein by reference.

ITEM 6. EXHIBITS

Exhibit
Number
Exhibit Description Form File No./ Film No. Date of First Filing Exhibit Number Filed Herewith
2.2 Master Transaction Agreement, dated January 13, 2016, by and among Qualcomm Global Trading Pte. Ltd., each other Purchaser Group member, TDK Japan, each other Seller Group member, and, solely for purposes of Section 10.9 thereof, QUALCOMM Incorporated. 8-K 000-19528/ 161339867 1/13/2016 2.1
3.1 Restated Certificate of Incorporation, as amended. X
3.2 Amended and Restated Bylaws. 8-K 000-19528/ 161769723 7/15/2016 3.2
4.1 Indenture, dated May 20, 2015, between the Company and U.S. Bank National Association, as trustee. 8-K 000-19528/ 15880967 5/21/2015 4.1
4.2 Officers’ Certificate, dated May 20, 2015, for the Floating Rate Notes due 2018, the Floating Rate Notes due 2020, the 1.400% Notes due 2018, the 2.250% Notes due 2020, the 3.000% Notes due 2022, the 3.450% Notes due 2025, the 4.650% Notes due 2035 and the 4.800% Notes due 2045. 8-K 000-19528/ 15880967 5/21/2015 4.2
4.3 Form of Floating Rate Notes due 2018. 8-K 000-19528/ 15880967 5/21/2015 4.3
4.4 Form of Floating Rate Notes due 2020. 8-K 000-19528/ 15880967 5/21/2015 4.4
4.5 Form of 1.400% Notes due 2018. 8-K 000-19528/ 15880967 5/21/2015 4.5
4.6 Form of 2.250% Notes due 2020. 8-K 000-19528/ 15880967 5/21/2015 4.6
4.7 Form of 3.000% Notes due 2022. 8-K 000-19528/ 15880967 5/21/2015 4.7
4.8 Form of 3.450% Notes due 2025. 8-K 000-19528/ 15880967 5/21/2015 4.8
4.9 Form of 4.650% Notes due 2035. 8-K 000-19528/ 15880967 5/21/2015 4.9
4.10 Form of 4.800% Notes due 2045. 8-K 000-19528/ 15880967 5/21/2015 4.10
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Steve Mollenkopf. X
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for George S. Davis. X
32.1 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for Steve Mollenkopf. X
32.2 Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for George S. Davis. X
101.INS XBRL Instance Document. X
101.SCH XBRL Taxonomy Extension Schema. X
101.CAL XBRL Taxonomy Extension Calculation Linkbase. X
101.LAB XBRL Taxonomy Extension Labels Linkbase. X
101.PRE XBRL Taxonomy Extension Presentation Linkbase. X
101.DEF XBRL Taxonomy Extension Definition Linkbase. X

Exhibit

Number

Exhibit Description

Form

File No./ Film No.

Date of First Filing

Exhibit Number

Filed Herewith

2.2

Master Transaction Agreement, dated January 13, 2016, by and among Qualcomm Global Trading Pte. Ltd., each other Purchaser Group member, TDK Japan, each other Seller Group member, and, solely for purposes of Section 10.9 thereof, QUALCOMM Incorporated. (2)

8-K

000-19528/ 161339867

1/13/2016

2.1

2.3

Amendment #1, dated December 20, 2016, to Master Transaction Agreement, dated January 13, 2016, by and among Qualcomm Global Trading Pte. Ltd., each other Purchaser Group member, TDK Japan, each other Seller Group member, and, solely for purposes of Section 10.9 thereof, QUALCOMM Incorporated. (2)

2.4

Amendment #2, dated January 19, 2017, to Master Transaction Agreement, dated January 13, 2016, by and among Qualcomm Global Trading Pte. Ltd., each other Purchaser Group member, TDK Japan, each other Seller Group member, and, solely for purposes of Section 10.9 thereof, QUALCOMM Incorporated. (2)

2.5

Purchase Agreement dated as of October 27, 2016 by and between Qualcomm River Holdings, B.V. and NXP Semiconductors N.V. (2)

8-K

000-19528/ 161956228

10/27/2016

2.1

3.1

Restated Certificate of Incorporation, as amended.

10-Q

000-19528/ 161775595

7/20/2016

3.1

3.2

Amended and Restated Bylaws.

8-K

000-19528/ 161769723

7/15/2016

3.2

4.1

Indenture, dated May 20, 2015, between the Company and U.S. Bank National Association, as trustee.

8-K

000-19528/ 15880967

5/21/2015

4.1

4.2

Officers’ Certificate, dated May 20, 2015, for the Floating Rate Notes due 2018, the Floating Rate Notes due 2020, the 1.400% Notes due 2018, the 2.250% Notes due 2020, the 3.000% Notes due 2022, the 3.450% Notes due 2025, the 4.650% Notes due 2035 and the 4.800% Notes due 2045.

8-K

000-19528/ 15880967

5/21/2015

4.2

4.3

Form of Floating Rate Notes due 2018.

8-K

000-19528/ 15880967

5/21/2015

4.3

4.4

Form of Floating Rate Notes due 2020.

8-K

000-19528/ 15880967

5/21/2015

4.4

4.5

Form of 1.400% Notes due 2018.

8-K

000-19528/ 15880967

5/21/2015

4.5

4.6

Form of 2.250% Notes due 2020.

8-K

000-19528/ 15880967

5/21/2015

4.6

4.7

Form of 3.000% Notes due 2022.

8-K

000-19528/ 15880967

5/21/2015

4.7

4.8

Form of 3.450% Notes due 2025.

8-K

000-19528/ 15880967

5/21/2015

4.8

4.9

Form of 4.650% Notes due 2035.

8-K

000-19528/ 15880967

5/21/2015

4.9

4.10

Form of 4.800% Notes due 2045.

8-K

000-19528/ 15880967

5/21/2015

4.10

10.35

Qualcomm Incorporated 2017 Director Compensation Plan (1)

8-K

000-19528/ 161931217

10/11/2016

99.1

10.39

Letter Agreement, dated as of October 27, 2016, by and between QUALCOMM Incorporated and Qualcomm River Holdings B.V.

8-K

000-19528/ 161956228

10/27/2016

10.1

10.40

Credit Agreement among QUALCOMM Incorporated, the lenders party thereto and Goldman Sachs Bank USA, as Administrative Agent, dated as of November 8, 2016.

8-K

000-19528/ 161985209

11/9/2016

10.1

10.41

Amended and Restated Credit Agreement among QUALCOMM Incorporated, the lenders party thereto and Bank of America, N.A., as Administrative Agent, dated as of November 8, 2016.

8-K

000-19528/ 161985209

11/9/2016

10.2

10.42

Letter of Credit and Reimbursement Agreement between Qualcomm River Holdings B.V. and Mizuho Bank, Ltd., dated as of November 22, 2016.

8-K

000-19528/ 162023573

11/29/2016

10.1

10.43

First Amendment to Letter of Credit and Reimbursement Agreement between Qualcomm River Holdings B.V. and Mizuho Bank, Ltd., dated as of November 23, 2016.

8-K

000-19528/ 162023573

11/29/2016

10.2

10.44

Continuing Agreement for Standby Letters of Credit between Qualcomm River Holdings B.V. and The Bank of Tokyo-Mitsubishi UFJ, Ltd., dated as of November 22, 2016.

8-K

000-19528/ 162023573

11/29/2016

10.3

10.45

Reimbursement and Security Agreement between Qualcomm River Holdings B.V. and Sumitomo Mitsui Banking Corporation, dated as of November 22, 2016.

8-K

000-19528/ 162023573

11/29/2016

10.4

10.46

Letter of Credit Application by QUALCOMM Incorporated to Bank of America, N.A., dated as of November 23, 2016.

8-K

000-19528/ 162023573

11/29/2016

10.5

10.47

Form of 2017 Annual Cash Incentive Plan Performance Unit Agreement (1)

31.1

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for Steve Mollenkopf.

31.2

Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for George S. Davis.

32.1

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for Steve Mollenkopf.

32.2

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, for George S. Davis.

101.INS

XBRL Instance Document.

101.SCH

XBRL Taxonomy Extension Schema.

101.CAL

XBRL Taxonomy Extension Calculation Linkbase.

101.LAB

XBRL Taxonomy Extension Labels Linkbase.

101.PRE

XBRL Taxonomy Extension Presentation Linkbase.

101.DEF

XBRL Taxonomy Extension Definition Linkbase.

(1) Indicates management contract or compensatory plan or arrangement required to be identified pursuant to Item 15 (a).

(2) The Company shall furnish supplementally a copy of any omitted schedule to the Commission upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.



	QUALCOMM Incorporated
	/s/ George S. Davis
	George S. Davis
	Executive Vice President and Chief Financial Officer

Dated: ~~July 20, 2016~~January 25, 2017

5150



Delaware (State or Other Jurisdiction of Incorporation or Organization)		95-3685934 (I.R.S. Employer Identification No.)

5775 Morehouse Dr., San Diego, California (Address of Principal Executive Offices)		92121-1714 (Zip Code)



Large accelerated filer x	Accelerated filer o	Non-accelerated filer o (Do not check if a smaller reporting company)	Smaller reporting company o



Class		Number of Shares
Common Stock, $0.0001 per share par value		~~1,473,648,385~~1,477,041,037



		Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	43
	Condensed Consolidated Statements of Operations	54
	Condensed Consolidated Statements of Comprehensive Income	65
	Condensed Consolidated Statements of Cash Flows	76
	Notes to Condensed Consolidated Financial Statements	87
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2622
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4846
Item 4.	Controls and Procedures	4846

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	4846
Item 1A.	Risk Factors	4846
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	4947
Item 3.	Defaults Upon Senior Securities	4947
Item 4.	Mine Safety Disclosures	4947
Item 5.	Other Information	4947
Item 6.	Exhibits	5047

SIGNATURES		5150



QUALCOMM Incorporated
CONDENSED CONSOLIDATED BALANCE SHEETS
(In millions, except per share data)
(Unaudited)



x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


	June 26, 2016			September 27, 2015			December 25, 2016			September 25, 2016
ASSETS
Current assets:
Cash and cash equivalents	$	5,885		$	7,560		$	6,885		$	5,946
Marketable securities	11,225			9,761			3,927			12,702
Accounts receivable, net	1,939			1,964			2,085			2,219
Inventories	1,338			1,492			1,910			1,556
Deferred tax assets	—			635
Other current assets	592			687			972			558
Total current assets	20,979			22,099			15,779			22,981
Marketable securities	13,922			13,626			18,973			13,702
Deferred tax assets	2,075			1,453			2,312			2,030
Property, plant and equipment, net	2,341			2,534			2,270			2,306
Goodwill	5,657			5,479			5,686			5,679
Other intangible assets, net	3,669			3,742			3,338			3,500
Other assets	2,143			1,863			4,008			2,161
Total assets	$	50,786		$	50,796		$	52,366		$	52,359

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	1,572		$	1,300		$	1,648		$	1,858
Payroll and other benefits related liabilities	874			861			865			934
Unearned revenues	535			583			487			509
Short-term debt	1,749			1,000			1,749			1,749
Other current liabilities	2,113			2,356			3,245			2,261
Total current liabilities	6,843			6,100			7,994			7,311
Unearned revenues	2,426			2,496			2,278			2,377
Long-term debt	10,024			9,969			9,935			10,008
Other liabilities	855			817			953			895
Total liabilities	20,148			19,382			21,160			20,591

Commitments and contingencies (Note 7)
Commitments and contingencies (Note 6)

Stockholders’ equity:
Qualcomm stockholders’ equity:
Preferred stock, $0.0001 par value; 8 shares authorized; none outstanding	—			—			—			—
Common stock and paid-in capital, $0.0001 par value; 6,000 shares authorized; 1,473 and 1,524 shares issued and outstanding, respectively	169			—
Common stock and paid-in capital, $0.0001 par value; 6,000 shares authorized; 1,478 and 1,476 shares issued and outstanding, respectively							214			414
Retained earnings	30,134			31,226			30,815			30,936
Accumulated other comprehensive income	344			195			186			428
Total Qualcomm stockholders’ equity	30,647			31,421			31,215			31,778
Noncontrolling interests	(9		)	(7		)	(9		)	(10		)
Total stockholders’ equity	30,638			31,414			31,206			31,768
Total liabilities and stockholders’ equity	$	50,786		$	50,796		$	52,366		$	52,359



See Accompanying Notes to Condensed Consolidated Financial Statements.


	Three Months Ended						Nine Months Ended						Three Months Ended
	June 26, 2016			June 28, 2015			June 26, 2016			June 28, 2015			December 25, 2016			December 27, 2015
Revenues:
Equipment and services	$	3,875		$	3,840		$	11,311		$	13,459		$	4,139		$	4,087
Licensing	2,169			1,992			6,059			6,366			1,860			1,688
Total revenues	6,044			5,832			17,370			19,825			5,999			5,775
Costs and expenses:
Cost of equipment and services revenues	2,534			2,451			7,210			8,126
Cost of revenues													2,443			2,534
Research and development	1,268			1,407			3,922			4,133			1,311			1,352
Selling, general and administrative	620			621			1,817			1,749			591			578
Other (Note 2)	30			118			(270		)	1,181			876			(374		)
Total costs and expenses	4,452			4,597			12,679			15,189			5,221			4,090
Operating income	1,592			1,235			4,691			4,636			778			1,685
Interest expense	(75		)	(32		)	(221		)	(34		)	(90		)	(74		)
Investment income, net (Note 2)	176			195			403			634			182			99
Income before income taxes	1,693			1,398			4,873			5,236			870			1,710
Income tax expense	(250		)	(215		)	(770		)	(1,029		)	(189		)	(214		)
Net income	1,443			1,183			4,103			4,207			681			1,496
Net loss attributable to noncontrolling interests	1			1			3			2			1			2
Net income attributable to Qualcomm	$	1,444		$	1,184		$	4,106		$	4,209		$	682		$	1,498

Basic earnings per share attributable to Qualcomm	$	0.98		$	0.74		$	2.76		$	2.57		$	0.46		$	1.00
Diluted earnings per share attributable to Qualcomm	$	0.97		$	0.73		$	2.74		$	2.53		$	0.46		$	0.99
Shares used in per share calculations:
Basic	1,471			1,608			1,487			1,638			1,478			1,502
Diluted	1,486			1,629			1,500			1,661			1,495			1,517

Dividends per share announced	$	0.53		$	0.48		$	1.49		$	1.32		$	0.53		$	0.48



~~QUALCOMM Incorporated~~
~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
~~(Unaudited)~~


Inventories (in millions)
	June 26, 2016		September 27, 2015		December 25, 2016		September 25, 2016
Raw materials	$	3	$	1	$	—	$	1
Work-in-process	694		550		1,016		847
Finished goods	641		941		894		708
	$	1,338	$	1,492	$	1,910	$	1,556


Other Current Liabilities (in millions)
	June 26, 2016		September 27, 2015		December 25, 2016		September 25, 2016
Customer incentives and other customer-related liabilities	$	1,685	$	1,894	$	1,985	$	1,710
Charge related to the KFTC investigation (Note 6)					868		—
Other	428		462		392		551
	$	2,113	$	2,356	$	3,245	$	2,261



Investment Income, Net (in millions)
	Three Months Ended						Nine Months Ended
	June 26, 2016			June 28, 2015			June 26, 2016			June 28, 2015
Interest and dividend income	$	156		$	128		$	451		$	400
Net realized gains on marketable securities	56			117			99			381
Net realized gains on other investments	13			5			43			18
Impairment losses on marketable securities	(20		)	(42		)	(109		)	(131		)
Impairment losses on other investments	(13		)	(13		)	(29		)	(30		)
Equity in net losses of investees	(18		)	(10		)	(49		)	(23		)
Other	2			10			(3		)	19
	$	176		$	195		$	403		$	634


	Qualcomm Stockholders’ Equity			Noncontrolling Interests			Total Stockholders’ Equity			Qualcomm Stockholders’ Equity			Noncontrolling Interests			Total Stockholders’ Equity
Balance at September 27, 2015	$	31,421		$	(7	)	$	31,414
Balance at September 25, 2016										$	31,778		$	(10	)	$	31,768
Net income (loss)	4,106			(3		)	4,103			682			(1		)	681
Other comprehensive income	149			—			149
Other comprehensive loss										(242		)	—			(242		)
Common stock issued under employee benefit plans and related tax benefits	364			—			364			161			—			161
Share-based compensation	771			—			771			255			—			255
Tax withholdings related to vesting of share-based payments	(216		)	—			(216		)	(172		)	—			(172		)
Dividends	(2,250		)	—			(2,250		)	(801		)	—			(801		)
Stock repurchases	(3,699		)	—			(3,699		)	(444		)	—			(444		)
Other	1			1			2			(2		)	2			—
Balance at June 26, 2016	$	30,647		$	(9	)	$	30,638
Balance at December 25, 2016										$	31,215		$	(9	)	$	31,206


	June 26, 2016				September 27, 2015				December 25, 2016				September 25, 2016
	Amount			Effective Rate	Amount			Effective Rate	Amount			Effective Rate	Amount			Effective Rate
Floating-rate notes due May 18, 2018	$	250		0.97%	$	250		0.66%	$	250		1.24%	$	250		1.14%
Floating-rate notes due May 20, 2020	250			1.24%	250			0.94%	250			1.52%	250			1.42%
Fixed-rate 1.40% notes due May 18, 2018	1,250			0.53%	1,250			0.43%	1,250			1.36%	1,250			0.93%
Fixed-rate 2.25% notes due May 20, 2020	1,750			1.55%	1,750			1.62%	1,750			2.04%	1,750			1.69%
Fixed-rate 3.00% notes due May 20, 2022	2,000			1.91%	2,000			2.08%	2,000			2.53%	2,000			2.04%
Fixed-rate 3.45% notes due May 20, 2025	2,000			3.46%	2,000			3.46%	2,000			3.46%	2,000			3.46%
Fixed-rate 4.65% notes due May 20, 2035	1,000			4.74%	1,000			4.74%	1,000			4.74%	1,000			4.74%
Fixed-rate 4.80% notes due May 20, 2045	1,500			4.71%	1,500			4.71%	1,500			4.71%	1,500			4.71%
Total principal	10,000				10,000				10,000				10,000
Unamortized discount, including debt issuance costs	(59		)		(63		)		(55		)		(57		)
Hedge accounting fair value adjustments	83				32				(10		)		65
Total long-term debt	$	10,024			$	9,969			$	9,935			$	10,008



	Foreign Currency Translation Adjustment			Noncredit Other-than-Temporary Impairment Losses and Subsequent Changes in Fair Value for Certain Available-for-Sale Debt Securities		Net Unrealized Gain (Loss) on Other Available-for-Sale Securities			Net Unrealized Gain (Loss) on Derivative Instruments		Total Accumulated Other Comprehensive Income
Balance at September 25, 2016	$	(161	)	$	6	$	532		$	51	$	428
Other comprehensive (loss) income before reclassifications	(27		)	6		(210		)	2		(229		)
Reclassifications from accumulated other comprehensive income (loss)	—			11		(24		)	—		(13		)
Other comprehensive (loss) income	(27		)	17		(234		)	2		(242		)
Balance at December 25, 2016	$	(188	)	$	23	$	298		$	53	$	186



	2016				2015
	Per Share		Total		Per Share		Total
First quarter	$	0.48	$	730	$	0.42	$	710
Second quarter	0.48		726		0.42		702
Third quarter	0.53		794		0.48		771
	$	1.49	$	2,250	$	1.32	$	2,183


	QCT		QTL		QSI			Reconciling Items			Total		QCT		QTL		QSI			Reconciling Items			Total
For the three months ended
June 26, 2016
December 25, 2016
Revenues	$	3,853	$	2,038	$	12		$	141		$	6,044	$	4,101	$	1,811	$	14		$	73		$	5,999
EBT	365		1,749		(5		)	(416		)	1,693		724		1,532		(17		)	(1,369		)	870
June 28, 2015
Revenues	$	3,853	$	1,931	$	—		$	48		$	5,832
EBT	289		1,654		(49		)	(496		)	1,398

For the nine months ended
June 26, 2016
Revenues	$	11,285	$	5,780	$	33		$	272		$	17,370
EBT	1,125		4,945		400			(1,597		)	4,873
June 28, 2015
December 27, 2015
Revenues	$	13,529	$	6,162	$	—		$	134		$	19,825	$	4,096	$	1,607	$	9		$	63		$	5,775
EBT	2,185		5,395		(82		)	(2,262		)	5,236		590		1,339		359			(578		)	1,710

Total assets
June 26, 2016	$	2,620	$	548	$	937		$	46,681		$	50,786
September 27, 2015	2,923		438		812			46,623			$	50,796
December 25, 2016													$	3,037	$	873	$	956		$	47,500		$	52,366
September 25, 2016													2,995		644		910			47,810			52,359



	Severance Costs			Other Costs			Total
Beginning balance of restructuring accrual	$	122		$	31		$	153
Additional costs	50			67			117
Cash payments	(143		)	(80		)	(223		)
Adjustments	(9		)	(3		)	(12		)
Ending balance of restructuring accrual	$	20		$	15		$	35


	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Cash equivalents	$	3,698	$	1,538	$	—	$	5,236	$	2,385	$	3,850	$	—	$	6,235
Marketable securities
U.S. Treasury securities and government-related securities	853		1,295		—		2,148		915		975		—		1,890
Corporate bonds and notes	—		17,159		—		17,159		—		17,747		—		17,747
Mortgage- and asset-backed and auction rate securities	—		1,999		60		2,059		—		1,524		42		1,566
Equity and preferred securities and equity funds	1,106		459		—		1,565		88		476		—		564
Debt funds	—		2,216		—		2,216		—		1,133		—		1,133
Total marketable securities	1,959		23,128		60		25,147		1,003		21,855		42		22,900
Derivative instruments	—		88		—		88		—		11		—		11
Other investments	295		—		—		295		330		—		—		330
Total assets measured at fair value	$	5,952	$	24,754	$	60	$	30,766	$	3,718	$	25,716	$	42	$	29,476
Liabilities
Derivative instruments	$	—	$	11	$	—	$	11	$	—	$	21	$	—	$	21
Other liabilities	295		—		—		295		329		—		—		329
Total liabilities measured at fair value	$	295	$	11	$	—	$	306	$	329	$	21	$	—	$	350



	Current				Noncurrent
	June 26, 2016		September 27, 2015		June 26, 2016		September 27, 2015
Trading:
U.S. Treasury securities and government-related securities	$	—	$	—	$	—	$	12
Corporate bonds and notes	—		—		—		364
Mortgage- and asset-backed and auction rate securities	—		—		—		242
Total trading	—		—		—		618
Available-for-sale:
U.S. Treasury securities and government-related securities	217		156		1,931		691
Corporate bonds and notes	9,381		7,926		7,778		7,112
Mortgage- and asset-backed and auction rate securities	1,521		1,302		538		263
Equity and preferred securities and equity funds	106		377		1,459		1,253
Debt funds	—		—		2,216		2,909
Total available-for-sale	11,225		9,761		13,922		12,228
Fair value option:
Debt fund	—		—		—		780
Total marketable securities	$	11,225	$	9,761	$	13,922	$	13,626


Years to Maturity	Years to Maturity											Years to Maturity
Less Than One Year	Less Than One Year	One to Five Years		Five to Ten Years		Greater Than Ten Years		No Single Maturity Date		Total		Less Than One Year	One to Five Years		Five to Ten Years		Greater Than Ten Years		No Single Maturity Date		Total
$	3,987	$	12,341	$	2,103	$	788	$	4,363	$	23,582	5,628	$	11,797	$	1,575	$	637	$	2,699	$	22,336



	Gross Realized Gains		Gross Realized Losses			Net Realized Gains
For the three months ended
December 25, 2016	$	248	$	(109	)	$	139
December 27, 2015	50		(12		)	38



	Cost		Unrealized Gains		Unrealized Losses			Fair Value
December 25, 2016
Equity securities	$	478	$	86	$	—		$	564
Debt securities (including debt funds)	22,269		111		(44		)	22,336
	$	22,747	$	197	$	(44	)	$	22,900
September 25, 2016
Equity securities	$	1,554	$	204	$	(12	)	$	1,746
Debt securities (including debt funds)	24,363		388		(93		)	24,658
	$	25,917	$	592	$	(105	)	$	26,404


	June 26, 2016										December 25, 2016
	Less than 12 months					More than 12 months					Less than 12 months					More than 12 months
	Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses			Fair Value		Unrealized Losses
U.S. Treasury securities and government-related securities	$	421	$	(2	)	$	35	$	(1	)	$	263	$	(11	)	$	5	$	—
Corporate bonds and notes	3,054		(36		)	1,488		(82		)	1,681		(28		)	59		—
Mortgage- and asset-backed and auction rate securities	537		(5		)	265		(2		)	89		(2		)	59		(1		)
Equity and preferred securities and equity funds	447		(43		)	5		(1		)
Debt funds	318		(4		)	863		(39		)	489		(2		)	—		—
	$	4,777	$	(90	)	$	2,656	$	(125	)	$	2,522	$	(43	)	$	123	$	(1	)


•	Worldwide cellular connections grew sequentially by approximately 1% to reach approximately ~~7.4~~7.5 billion.⁽²⁾


•	Worldwide 3G/4G connections (CDMA-based, OFDMA-based and CDMA/OFDMA multimode) grew sequentially by approximately 4% to approximately ~~3.8~~4.2 billion, which was approximately ~~52%~~56% of total cellular connections.⁽²⁾


(2)	According to GSMA Intelligence estimates as of ~~July 18, 2016~~January 23, 2017 for the quarter ended ~~June 30,~~December 31, 2016.


Revenues (in millions)	Revenues (in millions)													Revenues (in millions)
	Three Months Ended						Nine Months Ended							Three Months Ended
	June 26, 2016		June 28, 2015		Change		June 26, 2016		June 28, 2015		Change			December 25, 2016		December 27, 2015		Change
Equipment and services	$	3,875	$	3,840	$	35	$	11,311	$	13,459	$	(2,148	)	$	4,139	$	4,087	$	52
Licensing	2,169		1,992		177		6,059		6,366		(307		)	1,860		1,688		172
	$	6,044	$	5,832	$	212	$	17,370	$	19,825	$	(2,455	)	$	5,999	$	5,775	$	224



Costs and Expenses (in millions)
	Three Months Ended
	December 25, 2016			December 27, 2015			Change
Cost of revenues	$	2,443		$	2,534		$	(91	)
Gross margin	59		%	56		%


Interest Expense and Net Investment Income (in millions)	Interest Expense and Net Investment Income (in millions)																		Interest Expense and Net Investment Income (in millions)
	Three Months Ended									Nine Months Ended									Three Months Ended
	June 26, 2016			June 28, 2015			Change			June 26, 2016			June 28, 2015			Change			December 25, 2016			December 27, 2015			Change
Interest expense	$	75		$	32		$	43		$	221		$	34		$	187		$	90		$	74		$	16

Investment income, net
Interest and dividend income	$	156		$	128		$	28		$	451		$	400		$	51		$	167		$	136		$	31
Net realized gains on marketable securities	56			117			(61		)	99			381			(282		)	139			43			96
Net realized gains on other investments	13			5			8			43			18			25			8			6			2
Impairment losses on marketable securities and other investments	(33		)	(55		)	22			(138		)	(161		)	23			(143		)	(63		)	(80		)
Equity in net losses of investees	(18		)	(10		)	(8		)	(49		)	(23		)	(26		)
Other	2			10			(8		)	(3		)	19			(22		)
Equity in net earnings (losses) of investees																			3			(20		)	23
Net gains (losses) on derivative instruments																			8			(3		)	11
	$	176		$	195		$	(19	)	$	403		$	634		$	(231	)	$	182		$	99		$	83



Income Tax Expense (in millions)
	Three Months Ended								Nine Months Ended
	June 26, 2016			June 28, 2015			Change		June 26, 2016			June 28, 2015			Change
Income tax expense	$	250		$	215		$	35	$	770		$	1,029		$	(259	)
Effective tax rate	15		%	15		%	—		16		%	20		%	(4		%)



(in millions)	QCT			QTL			QSI
Three Months Ended June 26, 2016
Revenues	$	3,853		$	2,038		$	12
EBT ⁽¹⁾	365			1,749			(5		)
EBT as a % of revenues	9		%	86		%
Three Months Ended June 28, 2015
Revenues	$	3,853		$	1,931		$	—
EBT ⁽¹⁾	289			1,654			(49		)
EBT as a % of revenues	8		%	86		%
Nine Months Ended June 26, 2016
Revenues	$	11,285		$	5,780		$	33
EBT ⁽¹⁾	1,125			4,945			400
EBT as a % of revenues	10		%	86		%
Nine Months Ended June 28, 2015
Revenues	$	13,529		$	6,162		$	—
EBT ⁽¹⁾	2,185			5,395			(82		)
EBT as a % of revenues	16		%	88		%



(in millions)	QCT			QTL			QSI
Three Months Ended December 25, 2016
Revenues	$	4,101		$	1,811		$	14
EBT ⁽¹⁾	724			1,532			(17		)
EBT as a % of revenues	18		%	85		%
Three Months Ended December 27, 2015
Revenues	$	4,096		$	1,607		$	9
EBT ⁽¹⁾	590			1,339			359
EBT as a % of revenues	14		%	83		%



	December 25, 2016		September 25, 2016		$ Change			% Change
Cash, cash equivalents and marketable securities	$	29,785	$	32,350	$	(2,565	)	(8	%)
Accounts receivable, net	2,085		2,219		(134		)	(6	%)
Inventories	1,910		1,556		354			23	%
Short-term debt	1,749		1,749		—			—	%
Long-term debt	9,935		10,008		(73		)	(1	%)