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 negatively impact our business and results of operations and require significant management time and attention. In that case, the trading price of our common stock could decline. You should also 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 24, 2017~~ in evaluating our business and our prospects, including but not limited to our financial statements and the related notes, and “Part I, Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.” References to “and” and “or” should be read to include the other as well as “and/or,” as appropriate.

Risks Related to Our Businesses

~~Our proposed acquisition of NXP Semiconductors N.V. (NXP), and our intended termination of that acquisition, entails a number of risks that may adversely affect our business and results of operations.~~

Our proposed acquisition of NXP has not been approved by the State Administration for Market Regulation in China (SAMR). In the absence of such approval or other material developments, we expect to terminate the transaction after 11:59 p.m. New York time on July 25, 2018, which is the “End Date” for the transaction under the Purchase Agreement. As a result, we would not realize the benefits that we anticipated from the acquisition, including, but not limited to, increased revenues; accelerated revenue diversification; significantly expanded addressable markets and opportunities; accelerated entry into new industry segments and expansion in existing industry segments; new and expanded product offerings and technologies; accelerated expansion of sales and distribution channels; cost and other synergies; and earnings accretion from the acquisition. In addition, future acquisitions may be more difficult, complex or expensive to the extent that our reputation for our ability to consummate acquisitions is harmed. Further, if U.S./China trade relations remain strained, our ability to consummate any transaction that would require SAMR approval may be severely impacted.

If the proposed transaction is terminated, our stock price could fall and we may suffer other consequences that could adversely affect our business, results of operations and stock price, including, among others:

~~we would 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 transaction, many of which are payable by us even if the transaction is not completed;~~

matters relating to the transaction (including integration planning) required 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 failure to complete the transaction;~~

~~the failure to consummate the 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 transaction, including any adverse changes in our relationships with our customers, suppliers, partners or employees, may continue or intensify if the transaction is not consummated.

Even if we receive approval of the NXP transaction from SAMR, or there are other material developments that cause us to not terminate the NXP acquisition, the proposed transaction involves a number of risks, including, among others, the risk that we fail to complete the acquisition, 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 receipt of regulatory clearance from SAMR; (iii) the absence of any law or order prohibiting the proposed transaction; (iv) there being no event that would have a material adverse effect on NXP; (v) the accuracy of the representations and warranties of NXP, subject to certain exceptions, and NXP’s material compliance with its covenants, in the Purchase Agreement; and (vi) 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.

The final regulatory approval required in connection with the proposed transaction may not ultimately be obtained or may contain materially burdensome conditions. If any conditions or changes to the structure of the proposed transaction are required to obtain this regulatory approval, 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 this approval, 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 will reduce our liquidity, and may 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 and our significant proposed stock repurchase program.”

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, or be unable to consummate planned strategic acquisitions, which could adversely affect our results of operations 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 results of operations, 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, results of operations, financial condition or cash flows.

Our revenues depend on commercial network deployments, expansions and upgrades of CDMA, OFDMA and other communications ~~technologies;~~technologies, including 5G; our customers’ and licensees’ sales of products and services based on these technologies; and 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 operators of wireless networks and our customers and licensees to adopt ~~and/or~~and implement the latest generation of these technologies for use in their networks, devices and services. We also depend on our customers and licensees to develop devices and services based on these technologies with value-added features

to drive consumer demand for new ~~3G,~~ 3G/4G ~~multi-mode~~ and ~~4G devices, and in the future~~ 3G/4G/5G multi-mode devices, as well as ~~establishing~~3G, 4G and 5G single-mode devices, and to establish the selling prices for such devices. Further, we depend on the timing of our customers’ and licensees’ deployments of 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 to incorporate these technologies into new device types and into industries and applications beyond traditional cellular communications, such as automotive, ~~the internet of things (IoT)~~IoT (including the connected home, smart cities, wearables, voice and music and robotics), networking, computing and artificial intelligence (AI), such as machine learning, among others.

We ~~are also impacted by consumers’ rates~~have historically been successful during wireless technology transitions. The next generation of ~~replacement~~wireless technologies is 5G, which we expect will empower a new era of ~~smartphones~~connected devices and ~~other computing devices.~~will be utilized not only in handsets but in new device types, industries and applications beyond traditional cellular communications. Initial commercial deployments of 5G networks and devices have begun and will continue in 2019 and beyond. We believe it is important that we be a leader in 5G technology development, standardization, intellectual property creation and licensing, and that we develop, commercialize and be a leading supplier of 5G integrated circuit products and services, in order to sustain and grow our business long-term.

Our revenues ~~and/or~~and 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 next-generation network deployments, ~~such as 5G,~~ expansions or upgrades ~~and/~~or delay moving 2G customers to ~~3G,~~ 3G/4G and 3G/4G/5G multi-mode ordevices, as well as 3G, 4G ~~wireless~~and 5G single-mode devices;

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

government regulators delay making sufficient spectrum available for 3G, 4G and ~~new~~5G wireless technologies, including unlicensed spectrum ~~sharing~~and shared spectrum technologies, ~~that we are developing in conjunction with 3G and 4G, as well as for 5G,~~ thereby restricting the ability of wireless operators to deploy or expand the use of these technologies;

wireless operators delay or do not drive improvements in 3G, 4G or 3G/4G multi-mode network performance ~~and/or~~and capacity;

our customers’ and licensees’ revenues and sales of products, particularly premium-tier products, and services using these technologies, and average selling prices (ASPs) of such products, decline, do not grow or do not grow ~~as quickly~~ as anticipated due to, for example, the maturity of smartphone penetration in developed regions;

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

the standardization ~~and/or~~and deployment of 5G ~~technology~~technologies 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.~~technologies; or

consumers’ rates of replacement of smartphones and other computing devices decline, do not grow or do not grow as anticipated.

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.

Our products, services and technologies face significant 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~~and customers, as new opportunities develop, and as new competitors enter the industry. Competition in wireless communications is affected by various factors that include, among others: device manufacturer ~~concentrations and~~concentrations; vertical integration; growth in demand, consumption and competition in certain geographic regions; government 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, shared 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~~and consumer demand for new ~~3G,~~ 3G/4G and 3G/4G/5G multi-mode devices, as well as 3G, 4G and 4G5G single-mode devices; turnkey, integrated products that incorporate hardware, software, user interface, applications and reference designs; 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 (RFFE), graphics ~~and/or~~and 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, laptops and other computing devices, automobiles, wearables and voice and music 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, in part by strengthening our integrated circuit product roadmap for, and developing channel relationships in, emerging regions, such as China and India, and by providing turnkey products, which incorporate our integrated circuits, for low- and mid-tier smartphones, tablets and laptops;

continue to be a leader in 4G and 5G 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 and 5G turnkey, integrated products and services that differentiate us from our competition;

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

increase 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;

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

create standalone value and contribute to the success of our existing businesses through acquisitions, joint ventures and other transactions, and by developing customer, licensee, vendor, distributor and other channel relationships in new industry segments and with disruptive technologies, products and services, such as products for automotive, IoT (including the connected home, smart cities, wearables, voice and music and robotics), networking, computing and AI, such as machine learning, among others;

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

be a preferred partner ~~(and~~and sustain preferred ~~relationships)~~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, close the transactions and effectively integrate these new businesses, ~~and/or technologies;~~

create 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, IoT (including the connected home, smart cities, wearables, voice and music and robotics), networking, computing and machine learning, among others);

~~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~~technologies; and

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

Competition in any or all product tiers may result in the loss of certain business or customers, which would negatively impact our revenues, results of operations and cash flows. 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 regions where competitors may have lower cost structures ~~and/~~or may have a willingness and ability to accept lower prices ~~and/or~~and 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.

We compete with many different semiconductor companies, ranging from multinational companies with integrated research and development, manufacturing, sales and marketing organizations across a broad spectrum of product lines, to companies that are focused on a single application market segment or standard product, including those that produce products for automotive, IoT and networking applications. Most of these competitors compete with us with respect to some, but not

all, of our businesses. 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 Actions (Zhuhai) Technology Co., LTD, Advanced Micro Devices, Inc., Altair Engineering, Inc., Ambarella, Inc., AMLogic Co., Inc., Broadcom ~~Limited, Cirrus Logic,~~Inc., Cypress Semiconductor Corporation, Fuzhou Rockchip Electronics Co., LTD., HiSilicon Technologies, Intel, Marvell Technology, ~~Maxim Integrated Products,~~ MediaTek, ~~Microchip Technology Inc.,~~ Murata Manufacturing Co., Ltd., ~~Nordic Semiconductor,~~ Nvidia, NXP Semiconductors N.V., Qorvo Inc., ~~Realtek Semiconductor,~~ Renesas Electronics Corporation, Samsung Electronics, ~~Sequans Communications S.A.,~~ Skyworks Solutions Inc., ~~Sony Corporation and~~ Spreadtrum Communications (which is controlled by Tsinghua Unigroup)., STMicroelectronics International N.V., Texas Instruments Incorporated and Quantenna Communications, Inc. Some of these current and potential competitors may have advantages over us that include, among others: motivation by our customers in certain circumstances to use our competitors’ integrated circuit products, to utilize their own internally-developed integrated circuit products ~~to use our competitors’ integrated circuit products and/~~or sell such products to others, including by bundling with other products, or to 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;~~competitors or original equipment manufacturers (OEMs) that sell devices that do not contain our chipsets; 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~~OEMs in certain geographic regions (such as China) ~~and/or~~; more experience in adjacent industry segments outside traditional cellular industries (such as automotive, IoT and ~~IoT)~~computing); ~~and/or~~and a more established presence in certain regions.

We derive a significant portion of our consolidated revenues from a small number of customers and ~~licensees.~~licensees, which increasingly includes a small number of Chinese OEMs. If revenues derived from these customers or licensees decrease or the timing of such revenues fluctuates, our business and results of operations could be negatively affected.

Our QCT 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 concentration of device share among a few companies, particularly at the premium tier, contributing to this trend. Chinese OEMs continue to grow their device share in China and are increasing their device share in regions outside of China, and we derive a significant and increasing portion of our revenues from a small number of these OEMs.

In addition, certain of our largest integrated circuit customers develop their own integrated circuit products, which they have in the past chosen to utilize in certain of their devices ~~rather than our products,~~ and may in the future choose to utilize in certain (or all) of their devices, rather than our products ~~(and/or~~(and may sell their integrated circuit products to third parties in competition with us). Also, ~~one of our integrated circuit customers,~~Apple, which has historically been one of our largest customers, now utilizes products of one of our competitors in many of their devices rather than our ~~products. We expect this customer will~~products, is solely ~~utilize~~utilizing one or more orof our competitor’s products in its ~~next~~most recent smartphone launch and may ~~take similar actions~~continue to use our competitors’ products, and may develop and utilize their own modem products, rather than our products in ~~the future.~~their future devices.

The loss of any one of our significant customers, a reduction in the purchases of our products by such customers 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, would reduce our revenues and could harm our ability to achieve or sustain expected results of operations, and a delay of significant purchases, even if only temporary, would reduce our revenues in the period of the delay. Any such reduction in revenues would also impact our cash resources available for other purposes, such as research and development. 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 no control, and the timing ~~and/or~~and success of such introductions may cause our revenues and results of operations 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.

~~One of~~Further, to the extent Apple purchases our ~~integrated circuit customers, which has historically been one of our largest customers,~~modem products, it purchases our Mobile Data Modem (MDM) products, which do not include our integrated application processor technology, and which have lower revenue and margin contributions than our combined modem and application processor products. To the extent ~~such customer~~Apple takes device share from our ~~other~~ customers who purchase our integrated modem and application processor 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, orand 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 300 licensees, our QTL segment derives a significant portion of its ~~licensing~~ revenues from a limited number of ~~licensees.~~licensees, which increasingly includes a small number of Chinese OEMs. In the event that one or more of our significant licensees fail to meet their reporting ~~and/or~~and payment obligations, or we are unable to renew or modify one or more of such license agreements, including standard-essential patent only license agreements, under similar terms, our revenues, results of operations 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 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 licensees, without a sufficient increase in the volumes of such devices sold, would generally have an adverse effect on our licensing revenues. Such adverse impact may be ~~muted~~mitigated by the per unit ~~running~~ royalty caps that apply to certain categories of complete wireless devices, namely smartphones, tablets and laptops.

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 results of operations 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 and India, where premium-tier smartphones are less common and replacement cycles are on average longer than in developed ~~regions; lengthening replacement cycles in emerging regions; and/or~~regions and are continuing to lengthen; and a maturing premium-tier smartphone industry in which demand is increasingly driven by new product launches ~~and/or~~and innovation cycles.

In addition, as discussed in the prior risk factor, our industry is experiencing concentration of device share at the premium tier 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 all or 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 financial results. Any such reduction in revenues would also impact our cash resources available for other purposes, such as research and development.

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/~~reduce 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, that we do not license our patents on fair, reasonable and nondiscriminatory (FRAND) terms, or some form of unfair competition or competition law violation; (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 reduction of royalty rates or the base on which royalties are calculated, of seeking to impose some form of compulsory licensing ~~and/~~or of weakening 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, underreported, underpaid, not reported ~~and/~~or not paid royalties owed to us under their license agreements 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 have delayed entering into or renewing license agreements with us for their use of our intellectual property, and licensees ~~and/or~~and companies may continue to do so in the future. The fact that one or more licensees dispute, underreport, underpay, do not report ~~and/~~or do not pay royalties owed to us may encourage other licensees to take similar actions and may encourage other licensees or unlicensed companies to delay entering into, or not enter into, new license agreements. Further, to the extent such licensees ~~and/or~~and companies increase their device share, the negative impact of their underreporting, underpayment, non-payment ~~and/~~or non-reporting on our business, revenues, results of operations, financial condition ~~and/or~~and cash flows will be exacerbated.

We are currently subject to various litigation and governmental investigations ~~and/or~~and proceedings, including the lawsuit filed against us by the United States Federal Trade Commission (FTC), which trial took place in January 2019, some of which have arisen and may continue to 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 6. Commitments and Contingencies.” ~~The unfavorable resolution~~Additionally, certain of our direct and indirect customers and licensees have pursued, and others may in the future pursue, litigation or arbitration against us related to our business. Unfavorable resolutions of one or more of these matters have had and could in the future have a material adverse effect on our business, revenues, results of operations, financial condition ~~and/or~~and cash flows. Depending on the type of matter, various remedies that could result from an unfavorable resolution include, among others, ~~injunctions,~~the loss of our ability to enforce one or more of our patents; injunctions; monetary damages or fines or other orders to pay ~~money and/or~~money; the issuance of orders to cease certain conduct ~~and/~~or modify our business ~~practices. In addition, decisions or orders arising out of governmental investigations or proceedings could require~~practices, such as requiring us to reduce our royalty rates, reduce the base on which our royalties are calculated, grant patent licenses to chipset manufacturers, or modify or renegotiate some or ~~could encourage~~all of our existing license agreements; and determinations that some or ~~embolden~~all of our license agreements are invalid or unenforceable. If some or all of our license agreements are declared invalid or unenforceable and we are required to renegotiate these license agreements, or if as part of a settlement we agree to renegotiate certain of our license agreements, we may not receive, or may not be able to recognize, any licensing or royalty revenues on the impacted license agreements unless and until we enter into new license agreements; and even licensees towhose license agreements are not impacted may demand to renegotiate their agreements or invoke the dispute resolution provision in their agreements, and we may not be able to recognize some or any licensing or royalty revenues on such agreements. The renegotiation of new license agreements ~~with us~~could lead to arbitration or litigation to resolve the licensing terms (which could be ~~on terms that are~~ less favorable to us than existing terms), ~~and such licensees~~each of which could take several months or possibly years. Licensees may underreport, underpay, not report or not pay royalties owed to us pending the conclusion of such ~~negotiations.~~negotiations, arbitration or litigation. In addition to these issues concerning future licensing and royalty revenues, we may be sued for alleged overpayments of past royalties paid to us, including private antitrust actions seeking treble damages under U.S. antitrust laws. Such events could result in a materially negative impact on our financial condition, in which case we would have to significantly cut costs and other uses of cash, including in research and development, significantly impairing our ability to maintain product and technology leadership and invest in next generation technologies such as 5G. Further, depending on the breadth and severity of the circumstances above, we may have to reduce or eliminate our capital return programs, and our ability to timely pay our indebtedness may be impacted. If these events occur, our financial outlook and stock price would decline, possibly significantly. 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. ~~See also~~These activities have required, and we expect that they will continue to require, the ~~Risk Factor entitled “Changes~~investment of significant management time and attention and have resulted, and we expect that they will continue to result, in ~~our patent licensing practices, whether due to governmental investigations, private~~increased legal ~~proceedings challenging those practices or otherwise, could adversely impact our business and results of operations.”~~

costs until the respective matters are resolved.

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 as set forth in those commitments. Some manufacturers and users of standard-compliant products advance interpretations of these 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~~and 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~~(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 revenues, results of operations ~~and/or~~and cash flows 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~~will require the investment of substantial management time and financial resources.

Our business, particularly our licensing business, may suffer as a result of adverse rulings in government investigations or proceedings.

We are currently subject to various governmental investigations ~~and/or~~and proceedings, particularly with respect to our licensing business, including the lawsuit filed against us by the United States Federal Trade Commission (FTC), which trial took place in January 2019, and certain such matters are described more fully in this Quarterly Report in “Notes to Condensed Consolidated Financial Statements, Note 6. Commitments and Contingencies.” Key allegations in those matters include, among others, that we do not license our cellular standard-essential patents separately from our other patents, that we violate FRAND licensing commitments by refusing to grant licenses to chipset makers, that our royalty rates are too high, ~~and/or~~ that the base on which our royalties are calculated should be something less than the wholesale (i.e., licensee’s) selling price of the applicable device (minus certain permitted deductions)~~. The unfavorable resolution~~, that we unlawfully require customers to execute a patent license before we sell them cellular modem chipsets, that we have entered into exclusive agreements with chipset customers that foreclose competition, and that we violate antitrust laws, engage in anticompetitive conduct and unfair methods of competition. Unfavorable resolutions of one or more of these matters have had and could in the future have a material adverse effect on our business, revenues, results of operations, financial condition ~~and/or~~and cash flows. Depending on the type of matter, various remedies that could result from an unfavorable resolution include, among others, ~~injunctions,~~the loss of our ability to enforce one or more of our patents; injunctions; monetary damages or fines or other orders to pay ~~money, and/or~~money; the issuance of orders to cease certain conduct ~~and/~~or modify our business ~~practices. In addition, decisions or orders arising out of~~practices, such ~~governmental investigations or proceedings could require~~as requiring us to reduce our royalty rates, reduce the base on which our royalties are calculated, grant patent licenses to chipset manufacturers, or modify or renegotiate some or ~~could encourage~~all of our existing license agreements; and determinations that some or ~~embolden~~all of our license agreements are invalid or unenforceable. If some or all of our license agreements are declared invalid or unenforceable and we are required to renegotiate these license agreements, or if as part of a settlement we agree to renegotiate certain of our license agreements, we may not receive, or may not be able to recognize, any licensing or royalty revenues on the impacted license agreements unless and until we enter into new license agreements; and even licensees towhose license agreements are not impacted may demand to renegotiate their agreements or invoke the dispute resolution provision in their agreements, and we may not be able to recognize some or any licensing or royalty revenues on such agreements. The renegotiation of new license agreements ~~with us~~could lead to arbitration or litigation to resolve the licensing terms (which could be ~~on terms that are~~ less favorable to us than existing terms), ~~and such licensees~~each of which could take several months or possibly years. Licensees may underreport, underpay, not report or not pay royalties owed to us pending the conclusion of such ~~negotiations.~~negotiations, arbitration or litigation. In addition to these issues concerning future licensing and royalty revenues, we may be sued for alleged overpayments of past royalties paid to us, including private antitrust actions seeking treble damages under U.S. antitrust laws. Such events could result in a materially negative impact on our financial condition, in which case we would have to significantly cut costs and other uses of cash, including in research and development, significantly impairing our ability to maintain product and technology leadership and invest in next generation technologies such as 5G. Further, depending on the breadth and severity of the circumstances above, we may have to reduce or eliminate our capital return programs, and our ability to timely pay our indebtedness may be impacted. If these events occur, our financial outlook and stock price would decline, possibly significantly. 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. ~~See also~~These activities have required, and we expect that they will continue to require, the ~~Risk Factor entitled “Changes~~investment of significant management time and attention and have resulted, and we expect that they will continue to result, in ~~our patent licensing practices, whether due to governmental investigations, private~~increased legal ~~proceedings challenging those practices or otherwise, could adversely impact our business and results of operations.”~~costs until the respective matters are resolved.

Changes in our patent licensing practices, whether due to governmental investigations, private legal proceedings challenging those practices or otherwise, could adversely impact our business and results of operations.

We are currently subject to various governmental investigations and proceedings and private legal proceedings challenging our patent licensing and chipset sales practices, including the lawsuit filed against us by the United States Federal Trade Commission (FTC),which trial took place in January 2019, as described more fully in this Quarterly Report in “Notes to Condensed Consolidated Financial Statements, Note 6. Commitments and Contingencies.” Key allegations in those matters include, among others, that we do

not license our cellular standard-essential patents separately from our other patents, that we violate FRAND licensing commitments by refusing to grant licenses to chipset makers, that our royalty rates are too high, ~~and/or~~ that the base on which our royalties are calculated should be something less than the wholesale (i.e., licensee’s) selling price of the applicable device (minus certain permitted deductions)., that we unlawfully require customers to execute a patent license before we sell them cellular modem chipsets, that we have entered into exclusive agreements with chipset customers that foreclose competition, and that we violate antitrust laws, engage in anticompetitive conduct and unfair methods of competition. We believe that ~~the ultimate~~one intent of these investigations and legal proceedings is to reduce the amount of royalties that licensees are required to pay to us for their use of our intellectual property.

We have historically licensed our cellular standard-essential patents together with our other patents that may be useful to licensed products because licensees typically have desired to obtain the commercial benefits of receiving such broad patent rights from us. However, we also have licensed only our cellular standard-essential patents to certain licensees who have requested such licenses. In addition, in connection with our resolution with the China National Development and Reform Commission (NDRC), our standard practice in China since 2015 is to offer licenses to our 3G and 4G standard-essential Chinese patents for devices sold for use in China separately from our other patents. We

In addition, we offer licenses to only our cellular standard-essential patents (including 3G, 4G and 5G) for both single mode and multi-mode ~~devices.~~devices worldwide. A ~~small~~ number of our licensees have entered into standard-essential patent only agreements on a worldwide basis, and we expect more of our licensees ~~may~~will do so in the future. Our royalty rates for licenses to only our cellular standard-essential patents are lower than our royalty rates for licenses to substantially all of our patent portfolio. If more licensees choose a license to only our cellular standard-essential patents instead of a portfolio license than has historically been the case, our licensing revenues and earnings would be negatively impacted unless we were able to license our other patents at rates that offset all or a portion of any difference between the royalties previously received for licenses of substantially all of our patent portfolio as compared to licenses of only our cellular standard-essential patents ~~and/~~or there was a sufficient increase in the overall volume of sales of devices upon which royalties are paid.

If we were required to grant patent licenses to chipset manufacturers (i.e., to implement a more complex, tiered licensing structure in which we license certain portions of our patent portfolio to chipset manufacturers and other portions to device manufacturers), we would incur additional transaction costs, which may be significant, and we could incur delays in recognizing revenues until license negotiations were completed. In addition, our licensing revenues and earnings would be negatively impacted if we were not able to obtain, in the aggregate, equivalent revenues under such a multi-level licensing structure.

If we were required to reduce the royalty rates we charge under our patent license agreements, our revenues, earnings ~~and/or~~and cash flows would be negatively impacted absent a sufficient increase in the volume of sales of devices upon which royalties are paid. Similarly, if we were required to reduce the base on which our royalties are calculated, our revenues, results of operations ~~and/or~~and cash flows would be negatively impacted unless there was a sufficient increase in the volume of sales of devices upon which royalties are paid ~~and/~~or we were able to increase our royalty rates to offset the decrease in revenues resulting from such lower royalty base (assuming the absolute royalty dollars were below any relevant royalty caps).

To the extent that we were required to implement any of these new licensing practices by modifying or renegotiating our existing license agreements, we would incur additional transaction costs, which may be significant, and we could incur delays in recognizing revenues until license negotiations were completed. The impact of any such changes to our licensing practices could vary widely and by jurisdiction, depending on the specific outcomes and the geographic scope of such outcomes. In addition, if we were required to make modifications to our licensing practices in one jurisdiction, licensees ~~and/~~or governmental agencies in other jurisdictions may attempt to obtain similar outcomes for themselves ~~and/~~or for such other jurisdictions, as applicable.

The enforcement and protection of our intellectual property rights may be expensive, could fail to prevent misappropriation or unauthorized use of our intellectual property rights, could result in the loss of our ability to enforce one or more patents, ~~and/or~~and could be adversely affected by changes in patent laws, by laws in certain foreign jurisdictions that may not effectively protect our intellectual property rights ~~and/or~~and 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. The steps we have taken have not always prevented, and we cannot be certain the steps we will take in the future 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~~U.S. 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 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 technologies.

We have had, and may in the future have, difficulty in certain circumstances in protecting or enforcing our intellectual property rights ~~and/or~~and contracts, including collecting royalties for use of our patent portfolio due to, among others: refusal by certain licensees to report ~~and/or~~and pay all or a portion of the royalties they owe to us; policies of foreign governments; challenges to our licensing practices under 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~~and challenges before competition agencies to our licensing business ~~and/or~~and the pricing and integration of additional features and functionality into our chipset products. Certain licensees have disputed, underreported, underpaid, not reported ~~and/or~~and not paid 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 have delayed entering into or renewing license agreements for their use of our intellectual property, and such licensees ~~and/or~~and companies may continue to do so in the future. The fact that one or more licensees dispute, underreport, underpay, do not report ~~and/or~~and do not pay royalties owed to us may encourage other licensees to take similar actions and may encourage other licensees or unlicensed companies to delay entering into, or not enter into, new license agreements. 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. Similarly, we provide access to certain of our intellectual property ~~and/or~~and proprietary ~~and/or~~and confidential business information to our direct and indirect customers and licensees, who may wrongfully use such intellectual property ~~and/or~~and information ~~and/~~or wrongfully disclose such intellectual property ~~and/or~~and information to third parties, including our competitors.

We have ~~entered into~~engaged in litigation ~~and/or~~and arbitration in the past and may need to further litigate ~~and/~~or arbitrate in the future to enforce our contract ~~and/or~~and intellectual property rights, protect our trade secrets or determine the validity and scope of proprietary rights of others. We are currently engaged in litigation matters related to protecting or enforcing our contract ~~and/or~~and intellectual property rights, and certain such matters are described more fully in this Quarterly Report in “Notes to Condensed Consolidated Financial Statements, Note 6. Commitments and Contingencies.” As a result of any such litigation ~~and/~~or arbitration, 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~~and we could incur substantial 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 results of operations ~~and/or~~and cash flows. Further, even a positive resolution to our enforcement efforts may take time to conclude, which may reduce our revenues and cash resources available for other purposes, such as research and development, in the periods prior to conclusion. See also the Risk Factor entitled “Changes in our patent licensing practices, whether due to governmental investigations, private legal proceedings challenging those practices or otherwise, could adversely impact our business and results of operations.”

Our growth increasingly depends on our ability to extend our technologies, products and services into new and expanded product areas, such as RFFE, and adjacent industry segments and applications outside of traditional cellular industries, such as automotive, IoT and networking, among others. Our research, development and other investments in these new and expanded product areas, ~~and~~ industry segments and applications, 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 results of operations 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- and 5G-based technologies, we also ~~innovate across a broad spectrum of opportunities to deploy~~invest in new and expanded products, and ~~enter into~~ adjacent industry segments and applications by leveraging our existing technical and business expertise ~~and/or~~and through acquisitions.

In particular, our future growth significantly depends on new and expanded product areas, such as RFFE, and adjacent industry segments and applications outside of traditional cellular industries, such as automotive, IoT (including the connected home, smart cities, wearables, voice and music and robotics), networking, computing and AI, such as machine learning, among others; our ability to develop leading and cost-effective technologies, products and services for new and expanded product areas, ~~and~~ adjacent industry ~~segments;~~segments and applications; and third parties incorporating our technology, products and services into devices used in these product areas, industry segments and ~~industry segments.~~applications. Accordingly, we intend to continue to make substantial investments in these new and expanded product areas and adjacent industry segments and applications, and in developing new products, services and technologies for these product areas, industry segments and ~~industry segments.~~applications.

Our growth also depends significantly on our ability to develop 5G technologies, and to develop and commercialize products using 5G technologies.

However, our research, development and other investments in these new and expanded product areas and adjacent industry segments and applications, and corresponding technologies, products and services, as well as in our existing, technologies, products and services and new technologies, such as 5G, use of ~~both~~ licensed, shared and unlicensed spectrum and convergence of cellular and Wi-Fi, may not succeed due to, among other reasons: new industry segments, ~~and/or~~applications and consumer demand may not develop ~~and/~~or 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’ technologies, products or services being more cost effective, having more capabilities or fewer limitations or being brought to market faster than our new technologies, 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 revenues ~~and/~~or margins that could result from these investments, and these investments may not, or may take many years to, generate material returns. Further, the automotive industry is subject to long design-in time frames, long product life cycles and a high degree of regulatory and safety requirements, necessitating suppliers to the industry to comply with stringent qualification processes, very low defect rates and high reliability standards, all of which results in a significant barrier to entry and increased costs.

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

There are numerous risks associated with our operation and control of the manufacturing facilities of our joint venture with TDK, RF360 Holdings, including a higher portion of fixed costs relative to a fabless model, environmental compliance and liability, exposure to natural disasters, timely supply of equipment and materials and manufacturing difficulties.

Manufacturing facilities are characterized by a higher portion of fixed costs relative to a fabless model. ~~In less favorable industry environments, in particular, we~~We may be faced with a decline in the utilization rates of our manufacturing facilities due to decreases in demand for our ~~products.~~products, including in less favorable industry environments. During such periods, our manufacturing facilities could operate at lower capacity levels, while the fixed costs associated with full capacity continue to be incurred, resulting in lower gross profit.

We are subject to many environmental, health and safety laws and regulations in each jurisdiction in which we operate our manufacturing facilities, which govern, among other things, emissions of pollutants into the air, wastewater discharges, the use and handling of hazardous substances, waste disposal, the investigation and remediation of soil and ground water contamination and the health and safety of our employees. We are also required to obtain and maintain environmental permits from governmental authorities for certain of our operations. We cannot make assurances that we will be at all times in compliance with such laws, regulations and permits. Certain environmental laws impose strict, and in certain circumstances, joint and several, liability on current or previous owners or operators of real property for the cost of investigation, removal or remediation of hazardous substances. Certain of these laws also assess liability on persons who arrange for hazardous substances to be sent to disposal or treatment facilities when such facilities are found to be contaminated. In addition, we

could also be held liable for consequences arising out of human exposure to hazardous substances or other environmental damage.

We have manufacturing facilities in Asia and Europe. If tsunamis, flooding, earthquakes, volcanic eruptions or other natural disasters, or geopolitical conflicts, were to damage, destroy or disrupt our manufacturing facilities, it could disrupt our operations, delay new production and shipments of inventory orand result in costly repairs, replacements or other costs. In addition, natural disasters or geopolitical conflicts may result in disruptions in transportation, distribution channels orand supply chains, orand significant increases in the prices of raw materials.

Our manufacturing operations depend on securing raw materials and other supplies in adequate quality and quantity in a timely manner from multiple suppliers, and in some cases, we rely on a limited number of suppliers, particularly in Asia. Accordingly, there may be cases where supplies of raw materials and other products are interrupted by disaster, accident or some other event at a supplier, supply is suspended due to quality or other issues, or there is a shortage of supply due to a

rapid increase in demand, which could impact production and prevent us from supplying products to our customers. If the supply-demand balance is disrupted, it may considerably increase costs of manufacturing due to increased prices we pay for raw materials or fuel. From time to time, suppliers may extend lead times, limit the amounts supplied to us or increase prices due to capacity constraints or other factors. Additionally, supply of and costs of raw materials may be negatively impacted by trade protection policies such as tariffs, or escalating trade tensions, particularly with countries in Asia. Further, it may be difficult or impossible to substitute one piece of equipment for another or replace one type of material with another. A failure by our suppliers to deliver our requirements could result in disruptions to our manufacturing operations.

Our manufacturing processes are highly complex, require advanced and costly equipment and must be continuously modified to improve yields and performance. Difficulties in the production process can reduce yields or interrupt production, and as a result, we may not be able to deliver products or do so in a timely, cost-effective or competitive manner. Further, to remain competitive ~~and/or~~and meet customer demand, we may be required to improve our facilities and process technologies and carry out extensive research and development, each of which may require investment of significant amounts of capital and may have a material adverse effect on our results of operations, financial condition ~~and/or~~and cash flows.

The continued and future success of our licensing programs requires us to continue to evolve our patent portfolio, and our licensing programs may be impacted by the proliferation of devices in new industry segments such as automotive and IoT, as well as the need to extend license agreements that are expiring ~~and/~~or to cover additional future patents.

We own a very strong portfolio of issued and pending patents related to 3G, 4G, 5G and other technologies. It is critical that we continue to evolve our patent portfolio, particularly in 5G. If we do not maintain a strong portfolio that is applicable to current and future standards, ~~(such as 5G),~~ products and services, particularly 5G, our future licensing revenues could be negatively impacted.

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 IoT and automotive industry segments. We also seek to diversify and broaden our technology licensing programs to new industry segments in which we can utilize our technology leadership. 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 at all or that are equivalent to those that we receive for products used in cellular communications. Although we believe that our patented technologies are essential and useful to the commercialization of such services, any royalties we receive may be lower than those we receive from our current licensing program.

Further, 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. As a result, there are agreements with some licensees where later patents are not licensed by or to us. Additionally, many of our license agreements (including essentially all of our ~~recent~~ agreements in ~~China)~~China and our recent worldwide standard-essential patent only agreements) are effective for a specified term. In order to license or to obtain a license to such later patents or after the expiration of athe specified term, orand to receive royalties after the specified ~~time period,~~term, 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 ~~renew~~extend or modify 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~~extending, modifying or entering into a new license agreement ~~prior to its expiration,~~with a licensee, 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 depend on a limited number of third-party suppliers for the procurement, manufacture and testing of our products manufactured in a fabless production model. If we fail to execute supply strategies that provide technology leadership, supply assurance and low cost, our business and results of operations may be harmed. We are also subject to order and shipment uncertainties that could negatively impact our results of operations.

Our QCT segment primarily 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. Other than the manufacturing facilities we ~~now~~ operate through our RF360 Holdings joint venture, we rely on independent third-party suppliers to perform the manufacturing and assembly, and most of the testing, of our integrated circuits. Our suppliers are also responsible for the procurement of most of the raw materials used in the production of our integrated circuits. We employ both turnkey and two-stage manufacturing models to purchase our integrated circuits. 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 requirements.

The 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~~and negatively impact our revenues, business operations, profitability ~~and/or~~and 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 yield specifications or delivery schedules;

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; ~~and/or~~and

natural disasters or geopolitical conflicts ~~particularly in Asia,~~ impacting our suppliers.

Additionally, supply of and costs of raw materials may be negatively impacted by trade protection policies such as tariffs, or escalating trade tensions, particularly with countries in Asia. 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~~and could 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~~Any of the ~~need to support alternate suppliers~~above could negatively impact our business, our results of operations ~~and/or~~and cash flows.

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~~Our suppliers or potential alternate suppliers may manufacture CDMA- or OFDMA-based integrated circuits that compete with our products. Such suppliers 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 from our suppliers. 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. To the extent we are unable to obtain adequate supply, we may be obligated to make payment to our customers for such shortfalls.

Additionally, we place orders with our suppliers using our and our customers’ forecasts of customer demand, which are based on a number of assumptions and ~~estimates, and~~estimates. As we move to smaller geometry process technologies, the manufacturing lead-time increases. As a result, the orders we place with our suppliers are generally only partially covered by commitments from our customers. If we, or our customers, overestimate customer demand that is not under a binding commitment from our customer, we may experience increased excess ~~and/~~or obsolete inventory, which would negatively impact our results of operations.

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 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), 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, chipset foundries and semiconductor assembly and test service providers against certain types of liability ~~and/or~~and damages arising from qualifying claims of patent infringement by products or services sold or provided by us, or by intellectual property provided by us to our chipset foundries and semiconductor assembly and test service providers. Reimbursements under indemnification arrangements could have an adverse effect on our results of operations ~~and/or~~and cash flows. 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 results of operations and cash flows.

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, injunctions on the sale of certain of our integrated circuit products ~~(and/or~~(or on the sale of our customers’ devices using such products) ~~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.

Certain legal matters, ~~including~~which may include certain claims by other companies that we infringe their intellectual property, are described more fully in this Quarterly Report in “Notes to Condensed Consolidated Financial Statements, Note 6. Commitments and Contingencies.”

We may engage in strategic acquisitions, transactions or make investments, or be unable to consummate planned strategic acquisitions, which could adversely affect our results of operations or fail to enhance stockholder value.

We engage in strategic acquisitions and other transactions, including joint ventures, and make investments, which we believe are important to the future of our business, 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 be private and ~~early-stage.~~early-

stage. Our strategic activities are generally focused on opening or expanding opportunities for our products and technologies and supporting the design and introduction of new products and services (or enhancing existing products or services) for voice and data communications and new industry segments. Recent material transactions include our RF360 Holdings joint venture with TDK ~~Corporation and our acquisition of CSR plc.~~Corporation. Many of our strategic activities entail a high degree of risk and require the use of ~~domestic and/or foreign~~significant amounts of 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. We may underestimate the costs ~~and/~~or overestimate the benefits, including product, revenue, cost and other synergies and growth opportunities that we expect to realize, and we may not achieve those benefits. 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 condition and results of operations, and we may continue to incur new or additional losses related to strategic assets or investments that we have not fully impaired or exited.

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 and achieve anticipated synergies, and we may not be successful in these efforts. 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 models and business systems; retaining customers and suppliers of the businesses; consolidating research and development ~~and/or~~and supply operations; minimizing the diversion of management’s attention from ongoing business matters; consolidating corporate and administrative 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, and 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 do not achieve the anticipated benefits of business acquisitions or other strategic activities, our business and results of operations may be adversely affected, and we may not enhance stockholder value by engaging in these transactions.

In ~~the absence of approval from SAMR or other material developments,~~fiscal 2018, we ~~expect to terminate~~terminated our proposed acquisition of NXP ~~after~~because the ~~End Date. In such an event,~~acquisition had not been approved by the State Administration for Market Regulation (SAMR) in China by the date specified in the acquisition agreement. As a result, we ~~would~~will not realize the anticipated benefits that we anticipated from the acquisition, including, but not limited to, increased revenues; accelerated revenue diversification; significantly expanded addressable markets and opportunities; accelerated entry into new industry segments and expansion in existing industry segments; new and expanded product offerings and technologies; accelerated expansion of ~~sales and distribution channels; cost and other synergies; and earnings accretion from the~~that acquisition. In addition, future acquisitions may now be more difficult, complex or expensive to the extent that our reputation for our ability to consummate acquisitions has been harmed. Further, if U.S./China trade relations remain strained, our ability to consummate any transaction that would require approval from SAMR may be severely impacted.

~~If we are unsuccessful in executing our cost plan, our business and results of operations may be adversely affected.~~

In the second quarter of fiscal 2018, we announced a cost plan designed to align our cost structure to our long-term margin targets. As part of this plan, we are implementing a series of targeted reductions across our businesses to reduce annual costs by $1 billion, excluding incremental costs resulting from any future acquisition of a business. We expect these cost reductions to be fully captured in fiscal 2019.

We cannot provide assurance that our cost plan will be successful, that anticipated cost savings will be realized, that our operations, business 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 of these efforts and/or higher than expected or unanticipated costs in implementing them. Moreover, changes in the size, alignment or organization of 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.

We are subject to various laws, regulations, policies and standards. Our business may suffer as a result of existing, or new or amended, laws, regulations, policies or standards ~~and/~~or our failure or inability to comply with laws, regulations, policies or standards.

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. Compliance with existing laws, regulations, policies and standards, the adoption of new laws, regulations, policies or standards, changes in the interpretation of existing laws, regulations, policies or standards, changes in the regulation of our activities by a government or standards body ~~and/~~or rulings in court, regulatory, administrative or other proceedings relating to such laws, regulations, policies or standards, including, among others, those

affecting licensing practices, competitive business practices, the use of our technology or products, protection of intellectual property, trade and trade protection including tariffs, foreign currency, investments or loans, spectrum availability and license issuance, adoption of standards, the provision of device subsidies by wireless operators to their customers, taxation, export control, privacy and data protection, environmental protection, health and safety, labor and employment, human rights, corporate governance, public disclosure or business conduct, could have an adverse effect on our business and results of operations.

Government policies, particularly in China, that regulate the amount and timing of funds that may flow out of a country have impacted and may continue to impact the timing of our receipt of payments from our customers ~~and/or~~and licensees in such country, which may negatively impact our cash flows.

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~~and 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., suppliers, third-party manufacturers or utility companies) pass on their costs to us. ~~Any~~The imposition of tariffs on ~~our~~ raw materials or our products could have a negative impact on our revenues ~~and/or~~and results of operations. We are also subject to laws and regulations impacting the manufacturing operations of our RF360 Holdings joint venture. See the Risk Factor entitled “There are numerous risks associated with our operation and control of the manufacturing facilities of our joint venture with TDK, RF360 Holdings, including ~~high~~a higher portion of fixed costs relative to a fabless model, environmental compliance and liability, exposure to natural disasters, timely supply of equipment and materials and manufacturing difficulties.”

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 or an adjoining country (collectively, the Covered Countries), or were from recycled or scrap sources. Other countries ~~and/or~~and regions are ~~expected~~imposing similar regulations, which may require us to ~~impose similar requirements~~undertake additional verification and reporting, including regarding countries in addition to the ~~future.~~Covered Countries and minerals in addition to conflict minerals. 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 the conflict minerals used in our products do not directly or indirectly finance or benefit armed groups in the Covered Countries, we may face challenges with our customers that place us at a competitive disadvantage, and our reputation may be harmed. Similarly, other laws and regulations have been adopted or proposed that require additional transparency regarding the employment practices of our suppliers, and any failure to maintain responsible sourcing practices could also adversely affect our relationships with customers and our reputation.

Laws, regulations, policies and standards are complex and changing and may create uncertainty regarding compliance. Laws, regulations, policies 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. Failure to comply with any law, regulation, policy or standard may adversely affect our business, results of operations ~~and/or~~and cash flows. New laws, regulations, policies 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.

Our use of open source software may harm our business.

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. Furthermore, in the course of product development, we may make contributions to third party open source projects that could obligate our intellectual property to adverse licensing conditions. For example, to encourage the growth of a software ecosystem that is interoperable with our products, we may need to contribute certain implementations under the open source licensing terms that govern such projects, which may adversely impact certain of our associated intellectual property. 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, and we may not adequately protect our intellectual property rights. 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 contributions to and use of open source software presents risks that could have an adverse effect on these rights and on our business.

Our stock price, earnings and 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~~and earnings include those identified throughout this 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 financial results or guidance and expectations of securities analysts or investors, among others. Further, increased volatility in the financial markets ~~and/or~~and overall economic conditions may reduce the amounts that we realize in the future on our cash equivalents ~~and/or~~and marketable securities and may reduce our earnings as a result of any ~~impairment charges that we record to reduce recorded~~reductions in the fair values of marketable ~~securities to their fair values.~~securities.

In the past, securities class action litigation has been brought against ~~a company~~companies following periods of volatility in the market price of ~~its~~their 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 values 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 24, 2017 and in “Part I, Item 3. Quantitative and Qualitative Disclosures About Market Risk” in this Quarterly Report.

There are risks associated with our indebtedness and our significant ~~proposed~~ stock repurchase program.

Our outstanding indebtedness and any additional indebtedness we incur 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~~and

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 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, including factors which negatively impact our cash flows, such as licensees withholding some or all of the royalty payments they owe to us or our paying fines or modifying our business practices in connection with regulatory investigations, 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: refinance or restructure all or a portion of our indebtedness; reduce or delay planned capital or operating expenditures; reduce or eliminate our dividend payments; 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~~and the terms of such debt could be adversely affected.

InOur variable rate indebtedness may use LIBOR as a benchmark for establishing the ~~event~~interest rate. LIBOR is the subject of recent national, international and other regulatory guidance and proposals for reform. These reforms and other pressures may cause LIBOR to disappear entirely or to perform differently than in the ~~termination~~past. The consequences of these developments cannot be entirely predicted but could include an increase in the cost of our ~~proposed acquisition of NXP, we intend to implement~~variable rate indebtedness.

We have implemented a stock repurchase program to repurchase up to $30 billion of our outstanding common stock. This stock repurchase program has significantly reduced and will ~~significantly~~continue to reduce the amount of cash that we have available to fund our operations, ~~(including~~including research and ~~development),~~development, working capital, capital expenditures, acquisitions, investments, dividends and other corporate purposes; and ~~limit~~increases our ~~flexibility in planning for or~~

~~reacting to, and increase our vulnerability~~exposure to adverse economic, market, industry and competitive conditions and developments, and other changes in our business and our industry. In addition, this significant decrease in our cash reserves ~~will exacerbate~~exacerbates the risks described above associated with our indebtedness.

Our business and operations could suffer in the event of security breaches of our information technology systems, or other misappropriation of our intellectual property or proprietary or confidential information.

Third parties regularly attempt to gain unauthorized access to our information technology systems, and most of such attempts are increasingly more sophisticated. These attempts, which might be related to industrial or other espionage, criminal hackers or state-sponsored intrusions, include trying to covertly introduce malware to our computers and networks, including those in our manufacturing operations, and impersonating authorized users, among others. Such attempts could result in the misappropriation, theft, misuse, disclosure or loss or destruction of the intellectual property, or the proprietary, confidential or personal information, of us or our employees, customers, licensees, suppliers or other third parties, as well as damage to or disruptions in our information technology systems. These threats are constantly evolving, thereby increasing the difficulty of successfully defending against them or implementing adequate preventative measures.

We seek to detect and investigate all security incidents and to prevent their recurrence but attempts to gain unauthorized access to our information technology systems may be successful, and in some cases, we might be unaware of an incident or its magnitude and effects. The misappropriation, theft, misuse, disclosure or loss or destruction of the intellectual property, or the proprietary, confidential or personal information, of us or our employees, customers, licensees, suppliers or other third parties, could harm our competitive position, reduce the value of our investment in research and development and other strategic initiatives, cause us to lose business, damage our reputation, subject us to legal or regulatory proceedings, cause us to incur other loss or liability ~~and/or~~and otherwise adversely affect our business. We expect to continue to devote significant resources to the security of our information technology systems.

In addition, employees and former employees, in particular former employees who become employees of our competitors, customers or licensees, may misappropriate, use, publish or provide to our competitors, customers or licensees our intellectual property ~~and/~~or proprietary or confidential business information. This risk is exacerbated as competitors for talent, particularly engineering talent, increasingly attempt to hire our employees. See the Risk Factor entitled “We may not be able to attract and retain qualified employees.” Similarly, we provide access to certain of our intellectual property ~~and/~~or proprietary ~~and/~~or confidential business information to our direct and indirect customers and licensees, who may wrongfully use such intellectual property ~~and/~~or information ~~and/~~or wrongfully disclose such intellectual property ~~and/~~or information to third parties, including our competitors.

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~~non-U.S. headquarters is located. Significant judgment is required in determining our provision for income taxes. We regularly are subject to examination of our tax returns and reports by taxing authorities in the United States federal jurisdiction and various state and foreign jurisdictions, most notably in countries where we earn a routine return and the tax authorities believe substantial value-add activities are performed. Our current examinations are at various stages with respect to assessments, claims, deficiencies and refunds. We continually assess the likelihood and amount of potential adjustments and adjust the income tax provision, income taxes payable and deferred taxes in the period in which the facts give rise to a revision become known. Although we believe that our tax estimates are reasonable, ~~at June 24, 2018,~~ the final determination of tax audits and any related legal proceedings could materially differ from amounts reflected in our historical income tax provisions and accruals. In such case, our income tax provision, results of operations ~~and/or~~and cash flows in the period or periods in which that determination is made could be negatively affected.

~~On December 22, 2017, tax reform legislation known as the Tax Cuts and Jobs Act (the Tax Legislation) was enacted in the~~The United States. Given the amount and complexity of the changes in tax law resulting from the Tax Legislation, we have not finalized the accounting for the income tax effects of the Tax Legislation. This includes the provisional amounts recorded in the nine months ended June 24, 2018 related to the repatriation taxStates Treasury Department has issued proposed regulations on deemed repatriated earnings and profits of U.S.-owned foreign subsidiaries (Toll Charge) and the remeasurement of deferred taxes. Further, we are in the process of analyzing the effects of new taxes due on certain foreign income, such as GILTI (global intangible low-taxed income), BEAT (base-erosion anti-abuse tax), FDII (foreign-derived intangible income) and limitations on interest expense deductions (if certain conditions apply) that are effective starting in fiscal 2019, and otherseveral provisions of the Tax ~~Legislation. The impact~~Legislation, including foreign tax credits, FDII, GILTI, BEAT and interest expense deduction limitations, which are expected to be finalized in the next several months. When finalized, these proposed regulations may adversely affect our provision for income taxes, results of the Tax Legislation may differ from this estimate, possibly materially, during the one-year measurement period due to, among other things, further refinement of our calculations, changes in interpretations and assumptions we have made, guidance that may be issued and actions we may take as a result of the Tax Legislation.operations and/or cash flows.

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 2022 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 fiscal ~~2027,~~2022, and our results of operations and cash flows could be adversely affected.

Tax rules may change in a manner that adversely affects our future reported results of operations or the way we conduct our business. 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, ifas adopted by countries, ~~could~~may increase tax uncertainty and may adversely affect our provision for income taxes, results of operations ~~and/or~~and cash ~~flow. We have not yet determined what changes, if any, may be needed to our operations or structure~~flows. Partially to address ~~BEPS. If our effective~~BEPS, we moved certain IP from Singapore to the United States. As a result, if tax rates were to increase ~~particularly~~ in the United States, ~~or Singapore,~~ our results of operations, cash flows ~~and/or~~and financial condition could be adversely affected.

Global, regional or local economic conditions, or political actions including trade protection policies such as tariffs, 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, or political actions including ~~as a result of~~ trade protection policies such as tariffs, 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 services 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 or “trade war” may result in a decrease in demand for our products and technologies; a decrease in demand for the products of our customers or ~~technologies;~~licensees; 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 orand 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, which may become increasingly difficult in an environment of cost 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.~~competitive, and competitors for talent, particularly engineering talent, increasingly attempt to hire, and to varying degrees have been successful in hiring, our employees, including by establishing local offices in San Diego. 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 and licensees as a percentage of our total revenues were greater than 90% in each of the last three fiscal years. Adverse movements in currency exchange rates may negatively affect our business, revenues, results of operations ~~and/or~~and cash flows 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 that are derived from products that are sold in foreign currencies could decrease, resulting in lower ~~revenue,~~revenues, cash flows and margins;

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

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

Certain of our costs that are denominated in foreign currencies could increase, resulting in higher than expected costs and cash outflows; ~~and/or~~and

Foreign exchange hedging ~~transactions that we engage in~~exposes us to ~~reduce the impact of currency fluctuations~~counterparty risk and may require the payment of structuring ~~fees, limit~~fees. If the ~~U.S. dollar value of royalties from licensees’ sales that are denominated in~~

foreign ~~currencies, cause earnings volatility if the~~exchange hedges do not qualify for hedge accounting, the hedge results may cause earnings volatility. The foreign exchange hedging activities are designed to lessen earnings volatility; therefore, hedges may reduce the impact of currency fluctuations to certain revenues and ~~expose us to counterparty risk if the counterparty fails to perform.~~costs.

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 interact with untrusted systems or otherwise access untrusted content creates a risk of exposing the system hardware and software in those devices to 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 elaborate functionality and ~~use cases,~~applications, 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. Because our products and services are responsible for critical functions in our customers’ products ~~and/or~~and networks, security failures, defects or errors in our products or services could have an adverse impact on us, on our customers ~~and/or on~~and the end users of our customers’ products. Such adverse impact could include shipment delays; product liability claims or recalls; write-offs of our inventories, property, plant and equipment ~~and/or~~and 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 our customer relationships; regulatory actions; and other financial liability or harm to our business. Further, security failures, defects or errors in the products of our customers or licensees could have an adverse impact on our results of operations ~~and/or~~and cash flows due to a delay or decrease in demand for our products or services generally, and our premium-tier products in particular, among other factors. Development of products and features in new domains of technology and the migration to integrated circuit technologies with smaller geometric feature sizes are complex, ~~and~~ add risk to manufacturing yields and ~~reliability.~~

reliability and increase the likelihood of product defects or errors. Further, ~~manufacturing, testing, marketing and use of~~failures, defects or errors in our products ~~and~~or those of our customers ~~and~~or licensees entail the risk of product ~~liability.~~liability claims.

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 ~~2017~~2018 Annual Report on Form 10-K. At ~~June 24, 2018,~~March 31, 2019, there have been no material changes to the financial market risks described at September ~~24, 2017.~~30, 2018. 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.

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 terms are defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as 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 were no changes in our internal control over financial reporting in the ~~third~~second quarter of fiscal ~~2018~~2019 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 certain legal proceedings is provided in this Quarterly Report in “Notes to Condensed Consolidated Financial Statements, Note 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 I, Item 2, Management’s Discussion and Analysis of Financial Condition and Results of Operations.” ~~With~~Other than the exception of prior changes to our Risk Factors in our Form 10-Q for the fiscal quarter ended December 24, 2017, specifically changes to the risk factor labeled “Potential tax liabilities could adversely affect our results of operations” and the additionelimination of the ~~risk factor labeled~~Risk Factor entitled “If we are unsuccessful in executing our cost plan, our business and results of operations may be adversely affected,” and changes to the risk factors labeled “Our proposed acquisition of NXP Semiconductors N.V. (NXP), and our intended termination of that acquisition, entails a number of risks that may adversely affect our business and results of operations,” “We may engage in

strategic acquisitions, transactions or make investments, or be unable to consummate planned strategic acquisitions, which could adversely affect our results of operations or fail to enhance stockholder value” and “There are risks associated with our indebtedness and our significant proposed stock repurchase program” updated herein, 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~~On July 26, 2018, we announced a new repurchase program authorizing us to repurchase up to $30 billion of ~~equity securities~~our common stock. We did not repurchase any of our shares in the ~~third~~second quarter of fiscal 2019. At March 31, 2019, $7.8 billion remained authorized for repurchase. The stock repurchase program has no expiration date.

In September 2018, we entered into three accelerated share repurchase agreements (ASR Agreements) to repurchase an aggregate of $16 billion of our common stock. During the fourth quarter of fiscal 2018, ~~were:~~

178.4 million shares were initially delivered to us under the ASR Agreements and retired. Pursuant to the terms of the ASR Agreements, the final number of shares and the average purchase price will be determined at the end of the purchase periods, which are scheduled to occur in early September 2019 but may occur earlier in certain circumstances.

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 26, 2018 to April 22, 2018 —
$ —
—
$ 1,220
April 23, 2018 to May 20, 2018 5,373
55.82
5,373
9,700
May 21, 2018 to June 24, 2018 12,014
58.26
12,014
9,000
Total 17,387

17,387


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

~~(2)~~

On May 9, 2018, we announced a new repurchase program authorizing us to repurchase up to $10 billion of our common stock. At June 24, 2018, $9.0 billion remained authorized for repurchase. The stock repurchase program has no expiration date. The $10 billion stock repurchase program replaced a $15 billion stock repurchase program announced on March 9, 2015, of which $1.2 billion remained authorized for repurchase. If we have not received regulatory approval by the State Administration for Market Regulation in China or other material developments have not occurred, we expect to terminate the proposed acquisition of NXP after July 25, 2018 at 11:59 p.m. New York time. In the event the NXP Acquisition is terminated, we intend to implement a stock repurchase program to repurchase up to $30 billion of our outstanding common stock. This new stock repurchase program, if implemented, will have no expiration date and will replace the stock repurchase program announced in May 2018.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBITS

Exhibit
Number
Exhibit Description Form File No./ Film No. Date of First Filing Exhibit Number Filed Herewith
2.1
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. (1)
8-K 000-19528/ 161339867 1/13/2016 2.1
2.2
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. (1)
10-Q 000-19528/ 17546539 1/25/2017 2.3
2.3
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. (1)
10-Q 000-19528/ 17546539 1/25/2017 2.4
2.4
Amendment #3, dated February 3, 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. (1)
10-Q
000-19528/
17770305
4/19/2017 2.6
2.5
Purchase Agreement dated as of October 27, 2016 by and between Qualcomm River Holdings, B.V. and NXP Semiconductors N.V. (1)
8-K 000-19528/ 161956228 10/27/2016 2.1
2.6
Amendment No. 1, dated February 20, 2018, to Purchase Agreement, dated as of October 27, 2016, by and between Qualcomm River Holdings B.V. and NXP Semiconductors N.V. (1)
8-K 000-19528/ 18623109 2/20/2018 2.1
2.7
Amendment No. 2, dated April 19, 2018, to Purchase Agreement, dated as of October 27, 2016, by and between Qualcomm River Holdings B.V. and NXP Semiconductors N.V., as amended by Amendment No. 1 to the Purchase Agreement, dated as of February 20, 2018, by and between Qualcomm River Holdings B.V. and NXP Semiconductors N.V. (1)

8-K

000-19528/ 18762502

4/19/2018

2.1

3.1
Amended and Restated Certificate of Incorporation
8-K 000-19528/ 18766678 4/20/2018 3.1
3.2
Amended and Restated Bylaws
8-K 000-19528/ 18957073 7/17/2018 3.1
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

Exhibit

Number

Exhibit Description

Form

File No./ Film No.

Date of First Filing

Exhibit Number

Filed Herewith

2.1

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. (1)

8-K

000-19528/ 161339867

1/13/2016

2.1

2.2

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. (1)

10-Q

000-19528/ 17546539

1/25/2017

2.3

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. (1)

10-Q

000-19528/ 17546539

1/25/2017

2.4

Amendment #3, dated February 3, 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. (1)

10-Q

000-19528/

17770305

4/19/2017

2.6

3.1

Amended and Restated Certificate of Incorporation

8-K

000-19528/ 18766678

4/20/2018

3.1

3.2

Amended and Restated Bylaws

8-K

000-19528/ 18957073

7/17/2018

3.1

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 2020.

8-K

000-19528/ 15880967

5/21/2015

4.4

Form of 2.250% Notes due 2020.

8-K

000-19528/ 15880967

5/21/2015

4.6

4.5

Form of 3.000% Notes due 2022.

8-K

000-19528/ 15880967

5/21/2015

4.7

4.6

Form of 3.450% Notes due 2025.

8-K

000-19528/ 15880967

5/21/2015

4.8

4.7

Form of 4.650% Notes due 2035.

8-K

000-19528/ 15880967

5/21/2015

4.9

4.8

Form of 4.800% Notes due 2045.

8-K

000-19528/ 15880967

5/21/2015

4.10

4.9

Officers’ Certificate, dated May 26, 2017, for the Floating Rate Notes due 2019, the Floating Rate Notes due 2020, the Floating Rate Notes due 2023, the 1.850% Notes due 2019, the 2.100% Notes due 2020, the 2.600% Notes due 2023, the 2.900% Notes due 2024, the 3.250% Notes due 2027 and the 4.300% Notes due 2047.

8-K

000-19528/ 17882336

5/31/2017

4.2

4.10

Form of Floating Rate Notes due 2023.

8-K

000-19528/ 17882336

5/31/2017

4.5

4.11

Form of 2.600% Notes due 2023.

8-K

000-19528/ 17882336

5/31/2017

4.8

4.12

Form of 2.900% Notes due 2024.

8-K

000-19528/ 17882336

5/31/2017

4.9

4.13

Form of 3.250% Notes due 2027.

8-K

000-19528/ 17882336

5/31/2017

4.10

Exhibit
Number
Exhibit Description Form File No./ Film No. Date of First Filing Exhibit Number Filed Herewith
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
4.11
Officers’ Certificate, dated May 26, 2017, for the Floating Rate Notes due 2019, the Floating Rate Notes due 2020, the Floating Rate Notes due 2023, the 1.850% Notes due 2019, the 2.100% Notes due 2020, the 2.600% Notes due 2023, the 2.900% Notes due 2024, the 3.250% Notes due 2027 and the 4.300% Notes due 2047.
8-K 000-19528/ 17882336 5/31/2017 4.2
4.12
Form of Floating Rate Notes due 2019.
8-K 000-19528/ 17882336 5/31/2017 4.3
4.13
Form of Floating Rate Notes due 2020.
8-K 000-19528/ 17882336 5/31/2017 4.4
4.14
Form of Floating Rate Notes due 2023.
8-K 000-19528/ 17882336 5/31/2017 4.5
4.15
Form of 1.850% Notes due 2019.
8-K 000-19528/ 17882336 5/31/2017 4.6
4.16
Form of 2.100% Notes due 2020.
8-K 000-19528/ 17882336 5/31/2017 4.7
4.17
Form of 2.600% Notes due 2023.
8-K 000-19528/ 17882336 5/31/2017 4.8
4.18
Form of 2.900% Notes due 2024.
8-K 000-19528/ 17882336 5/31/2017 4.9
4.19
Form of 3.250% Notes due 2027.
8-K 000-19528/ 17882336 5/31/2017 4.10
4.20
Form of 4.300% Notes due 2047.
8-K 000-19528/ 17882336 5/31/2017 4.11
4.21
Officers’ Certificate, dated May 31, 2018, for the New 2019 Floating Rate Notes, the New 2020 Floating Rate Notes and the New 2019 Fixed Rate Notes
8-K 000-19528/ 18880177 6/5/2018 4.2
4.22
Form of Floating Rate Rule 144A Global Note due 2019
8-K 000-19528/ 18880177 6/5/2018 4.3
4.23
Form of Floating Rate Regulation S Global Note due 2019
8-K 000-19528/ 18880177 6/5/2018 4.4
4.24
Form of Floating Rate Rule 144A Global Note due 2020
8-K 000-19528/ 18880177 6/5/2018 4.5
4.25
Form of Floating Rate Regulation S Global Note due 2020
8-K 000-19528/ 18880177 6/5/2018 4.6
4.26
Form of 1.850% Rule 144A Global Note due 2019
8-K 000-19528/ 18880177 6/5/2018 4.7
4.27
Form of 1.850% Regulation S Global Note due 2019
8-K 000-19528/ 18880177 6/5/2018 4.8
4.28
Registration Rights Agreement, dated as of May 31, 2018
8-K 000-19528/ 18880177 6/5/2018 4.9
10.47
Amendment No. 1, dated as of April 20, 2018, among QUALCOMM Incorporated, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, to the Credit Agreement dated as of November 8, 2016, among QUALCOMM Incorporated, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent.
8-K 000-19528/ 18771694 4/24/2018
10.1

10.48
Amendment No. 1, dated as April 20, 2018, among QUALCOMM Incorporated, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, to the Credit Agreement dated as of March 6, 2018, among QUALCOMM Incorporated, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent.
8-K 000-19528/ 18771694
4/24/2018

10.2

10.63
Qualcomm Incorporated Executive Officer Change in Control Severance Plan
8-K 000-19528/ 18859830 5/25/2018 10.1

Exhibit
Number
Exhibit Description Form File No./ Film No. Date of First Filing Exhibit Number Filed Herewith
10.64
Amendment No. 2, dated as of June 11, 2018, among QUALCOMM Incorporated, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent, to the Credit Agreement dated as of March 6, 2018, among QUALCOMM Incorporated, the lenders party thereto and Goldman Sachs Bank USA, as administrative agent.
8-K 000-19528/ 18896982 6/13/2018 10.1
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

4.14

Form of 4.300% Notes due 2047.

8-K

000-19528/ 17882336

5/31/2017

4.11

10.7

QUALCOMM Incorporated Non-Qualified Deferred Compensation Plan, as amended and restated effective February 13, 2019. (2)

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 David Wise.

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 David Wise.

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) The Company shall furnish supplementally a copy of any omitted schedule to the Securities and Exchange Commission upon request.

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

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~~David Wise
	~~George S. Davis~~David Wise
	~~Executive~~ Senior Vice President, Treasurer and Interim Chief Financial Officer

Dated: ~~July 25, 2018~~May 1, 2019

6768



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 ~~(Do not check if a smaller reporting company)~~	o	Smaller reporting company	o	Emerging growth company	o



Class		Number of Shares
Common Stock, $0.0001 per share par value		~~1,469,111,039~~1,215,698,926



		Page
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Comprehensive Income (Loss)	5
	Condensed Consolidated Statements of Cash Flows	6
	Condensed Consolidated Statements of Stockholders’ Equity	7
	Notes to Condensed Consolidated Financial Statements	78
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3234
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	6265
Item 4.	Controls and Procedures	6265

PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	6265
Item 1A.	Risk Factors	6265
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6365
Item 3.	Defaults Upon Senior Securities	6365
Item 4.	Mine Safety Disclosures	6365
Item 5.	Other Information	6365
Item 6.	Exhibits	6466

SIGNATURES		6768



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 24, 2018		September 24, 2017		March 31, 2019		September 30, 2018
ASSETS
Current assets:
Cash and cash equivalents	$	35,619	$	35,029	$	10,135	$	11,777
Marketable securities	291		2,279		195		311
Accounts receivable, net	3,163		3,632		3,638		2,904
Inventories	1,785		2,035		1,725		1,693
Other current assets	3,460		618		631		699
Total current assets	44,318		43,593		16,324		17,384
Marketable securities	35		1,270
Deferred tax assets	844		2,900		3,832		936
Property, plant and equipment, net	3,073		3,216		2,945		2,975
Goodwill	6,630		6,623		6,299		6,498
Other intangible assets, net	3,174		3,737		2,510		2,955
Other assets	4,016		4,147		2,113		1,970
Total assets	$	62,090	$	65,486	$	34,023	$	32,718

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Trade accounts payable	$	1,644	$	1,971	$	1,667	$	1,825
Payroll and other benefits related liabilities	1,379		1,183		633		1,081
Unearned revenues	507		502		478		500
Short-term debt	7,103		2,495		998		1,005
Other current liabilities	5,579		4,756		6,741		6,978
Total current liabilities	16,212		10,907		10,517		11,389
Unearned revenues	1,708		2,003		1,330		1,620
Income taxes payable	2,659		—		1,849		2,312
Long-term debt	15,378		19,398		15,405		15,365
Other liabilities	3,065		2,432		1,056		1,225
Total liabilities	39,022		34,740		30,157		31,911

Commitments and contingencies (Note 6)

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; 1,469 and 1,474 shares issued and outstanding, respectively	—		274
Common stock and paid-in capital, $0.0001 par value; 6,000 shares authorized; 1,214 and 1,219 shares issued and outstanding, respectively					384		—
Retained earnings	22,745		30,088		3,309		542
Accumulated other comprehensive income	323		384		173		265
Total stockholders’ equity	23,068		30,746		3,866		807
Total liabilities and stockholders’ equity	$	62,090	$	65,486	$	34,023	$	32,718



	Three Months Ended						Nine Months Ended
	June 24, 2018			June 25, 2017			June 24, 2018			June 25, 2017
Revenues:
Equipment and services	$	4,110		$	4,121		$	12,750		$	11,949
Licensing	1,489			1,250			4,178			4,438
Total revenues	5,599			5,371			16,928			16,387
Costs and expenses:
Cost of revenues	2,491			2,488			7,394			7,140
Research and development	1,416			1,391			4,237			4,087
Selling, general and administrative	655			710			2,297			1,917
Other (Note 2)	112			9			1,605			962
Total costs and expenses	4,674			4,598			15,533			14,106
Operating income	925			773			1,395			2,281
Interest expense	(212		)	(133		)	(561		)	(330		)
Investment and other income, net (Note 2)	243			218			454			635
Income before income taxes	956			858			1,288			2,586
Income tax benefit (expense) (Note 3)	263			7			(5,659		)	(290		)
Net income (loss)	1,219			865			(4,371		)	2,296
Net loss attributable to noncontrolling interests	—			1			—			1
Net income (loss) attributable to Qualcomm	$	1,219		$	866		$	(4,371	)	$	2,297

Basic earnings (loss) per share attributable to Qualcomm	$	0.82		$	0.59		$	(2.96	)	$	1.55
Diluted earnings (loss) per share attributable to Qualcomm	$	0.82		$	0.58		$	(2.96	)	$	1.54
Shares used in per share calculations:
Basic	1,478			1,478			1,479			1,478
Diluted	1,487			1,491			1,479			1,491

Dividends per share announced	$	0.62		$	0.57		$	1.76		$	1.63



	Three Months Ended						Six Months Ended
	March 31, 2019			March 25, 2018			March 31, 2019			March 25, 2018
Revenues:
Equipment and services	$	3,753		$	3,936		$	7,506		$	8,639
Licensing	1,229			1,284			2,318			2,616
Total revenues	4,982			5,220			9,824			11,255
Costs and expenses:
Cost of revenues	2,179			2,239			4,367			4,902
Research and development	1,308			1,402			2,577			2,822
Selling, general and administrative	573			869			1,100			1,641
Other	(18		)	310			130			1,493
Total costs and expenses	4,042			4,820			8,174			10,858
Operating income	940			400			1,650			397
Interest expense	(162		)	(179		)	(317		)	(350		)
Investment and other income, net	28			96			33			211
Income before income taxes	806			317			1,366			258
Income tax (expense) benefit	(143		)	13			365			(5,911		)
Net income (loss)	$	663		$	330		$	1,731		$	(5,653	)

Basic earnings (loss) per share	$	0.55		$	0.22		$	1.43		$	(3.82	)
Diluted earnings (loss) per share	$	0.55		$	0.22		$	1.42		$	(3.82	)
Shares used in per share calculations:
Basic	1,213			1,482			1,213			1,479
Diluted	1,217			1,494			1,220			1,479



QUALCOMM Incorporated
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(In millions)
(Unaudited)



	Balance as of September 30, 2018		Adjustment			Opening Balance as of October 1, 2018
Assets
Accounts receivable, net	$	2,904	$	957		$	3,861
Other current assets	699		1			700
Deferred tax assets	936		(98		)	838
Other assets	1,970		1			1,971

Liabilities
Unearned revenues, current	$	500	$	6		$	506
Other current liabilities	6,978		125			7,103
Unearned revenues	1,620		(110		)	1,510

Stockholders’ equity
Retained earnings	$	542	$	840		$	1,382



	As of March 31, 2019
Balance Sheet	As Reported ASC 606		Adjustment			ASC 605
Assets
Accounts receivable, net	$	3,638	$	(851	)	$	2,787
Other current assets	631		(9		)	622
Deferred tax assets	3,832		45			3,877

Liabilities
Unearned revenues, current	$	478	$	304		$	782
Other current liabilities	6,741		(366		)	6,375
Unearned revenues	1,330		109			1,439

Stockholders’ equity
Retained earnings	$	3,309	$	(861	)	$	2,448



	Three Months Ended March 31, 2019									Six Months Ended March 31, 2019
Statements of Operations	As Reported ASC 606			Adjustment			ASC 605			As Reported ASC 606		Adjustment			ASC 605
Revenues
Equipment and services	$	3,753		$	(55	)	$	3,698		$	7,506	$	(70	)	$	7,436
Licensing	1,229			(8		)	1,221			2,318		43			2,361
Investment and other income, net	28			(1		)	27			33		1			34
Income tax (expense) benefit	(143		)	10			(133		)	365		4			369
Net income	663			(54		)	609			1,731		(22		)	1,709



Inventories (in millions)
	June 24, 2018		September 24, 2017
Raw materials	$	82	$	103
Work-in-process	666		799
Finished goods	1,037		1,133
	$	1,785	$	2,035



See accompanying notes.



See accompanying notes.



See accompanying notes.



Accounts Receivable (in millions)
	March 31, 2019		September 30, 2018
Trade, net of allowances for doubtful accounts of $47 and $56, respectively	$	2,430	$	2,667
Unbilled receivables	1,196		201
Other	12		36
	$	3,638	$	2,904



Other Current Assets (in millions)
	June 24, 2018		September 24, 2017
Deposit to redeem long-term debt (Note 5)	$	2,836	$	—
Other	624		618
	$	3,460	$	618



Other Current Liabilities (in millions)
	June 24, 2018		September 24, 2017
Customer incentives and other customer-related liabilities	$	3,112	$	2,804
Accrual for EC fine (Note 6)	1,166		—
Income taxes payable	448		312
Accrual for TFTC fine (Note 6)	154		778
Other	699		862
	$	5,579	$	4,756



	March 31, 2019		September 30, 2018
Equity method investments	$	354	$	402
Non-marketable equity investments	779		650
	$	1,133	$	1,052



Investment and Other Income, Net (in millions)
	Three Months Ended						Nine Months Ended
	June 24, 2018			June 25, 2017			June 24, 2018			June 25, 2017
Interest and dividend income	$	182		$	147		$	461		$	466
Net realized gains on marketable securities	10			124			24			330
Net realized gains on other investments	16			15			77			45
Impairment losses on marketable securities	—			(2		)	(1		)	(127		)
Impairment losses on other investments	(19		)	(13		)	(39		)	(36		)
Net (losses) gains on derivative investments	(30		)	4			(21		)	25
Equity in net losses of investees	(28		)	(31		)	(67		)	(42		)
Net gains (losses) on foreign currency transactions	112			(26		)	20			(26		)
	$	243		$	218		$	454		$	635



	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 (Loss) Gain on Derivative Instruments			Other Gains			Total Accumulated Other Comprehensive Income
Balance at September 30, 2018	$	11		$	23	$	243		$	(13	)	$	1		$	265
Other comprehensive (loss) income before reclassifications	(41		)	—		(6		)	16			(8		)	(39		)
Reclassifications from accumulated other comprehensive income	1			—		(51		)	(3		)	—			(53		)
Other comprehensive (loss) income	(40		)	—		(57		)	13			(8		)	(92		)
Balance at March 31, 2019	$	(29	)	$	23	$	186		$	—		$	(7	)	$	173



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



	Total Stockholders’ Equity
Balance at September 24, 2017	$	30,746
Net loss	(4,371		)
Other comprehensive loss	(61		)
Common stock issued under employee benefit plans and related tax benefits	393
Share-based compensation	699
Tax withholdings related to vesting of share-based payments	(273		)
Dividends	(2,640		)
Stock repurchases	(1,425		)
Balance at June 24, 2018	$	23,068



	2018				2017
	Per Share		Total		Per Share		Total
First quarter	$	0.57	$	862	$	0.53	$	801
Second quarter	0.57		857		0.53		798
Third quarter	0.62		921		0.57		858
	$	1.76	$	2,640	$	1.63	$	2,457


		June 24, 2018				September 24, 2017					March 31, 2019				September 30, 2018
		Amount			Effective Rate	Amount			Effective Rate		Amount			Effective Rate	Amount			Effective Rate
May 2015 Notes	May 2015 Notes									May 2015 Notes
	Floating-rate three-month LIBOR plus 0.27% notes due May 18, 2018	$	—			$	250		1.65%
	Floating-rate three-month LIBOR plus 0.55% notes due May 20, 2020	250			2.94%	250			1.92%
	Fixed-rate 1.40% notes due May 18, 2018	—				1,250			1.93%	Floating-rate three-month LIBOR plus 0.55% notes due May 20, 2020	$	250		3.25%	$	250		2.93%
	Fixed-rate 2.25% notes due May 20, 2020	1,750			3.08%	1,750			2.20%	Fixed-rate 2.25% notes due May 20, 2020	1,750			3.09%	1,750			3.13%
	Fixed-rate 3.00% notes due May 20, 2022	2,000			3.66%	2,000			2.65%	Fixed-rate 3.00% notes due May 20, 2022	2,000			3.51%	2,000			3.73%
	Fixed-rate 3.45% notes due May 20, 2025	2,000			3.46%	2,000			3.46%	Fixed-rate 3.45% notes due May 20, 2025	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%	Fixed-rate 4.65% notes due May 20, 2035	1,000			4.73%	1,000			4.73%
	Fixed-rate 4.80% notes due May 20, 2045	1,500			4.71%	1,500			4.71%	Fixed-rate 4.80% notes due May 20, 2045	1,500			4.72%	1,500			4.72%
May 2017 Notes	May 2017 Notes									May 2017 Notes
	Floating-rate three-month LIBOR plus 0.36% notes due May 20, 2019	695			3.88%	750			1.80%	Floating-rate three-month LIBOR plus 0.73% notes due January 30, 2023	500			3.55%	500			3.14%
	Floating-rate three-month LIBOR plus 0.45% notes due May 20, 2020	485			4.54%	500			1.86%	Fixed-rate 2.60% notes due January 30, 2023	1,500			2.70%	1,500			2.70%
	Floating-rate three-month LIBOR plus 0.73% notes due January 30, 2023	500			3.16%	500			2.11%	Fixed-rate 2.90% notes due May 20, 2024	1,500			3.01%	1,500			3.01%
	Fixed-rate 1.85% notes due May 20, 2019	1,127			3.55%	1,250			2.00%	Fixed-rate 3.25% notes due May 20, 2027	2,000			3.46%	2,000			3.46%
	Fixed-rate 2.10% notes due May 20, 2020	1,500			4.09%	1,500			2.19%	Fixed-rate 4.30% notes due May 20, 2047	1,500			4.47%	1,500			4.47%
	Fixed-rate 2.60% notes due January 30, 2023	1,500			2.70%	1,500			2.70%	Total principal	15,500				15,500
	Fixed-rate 2.90% notes due May 20, 2024	1,500			3.01%	1,500			3.01%	Unamortized discount, including debt issuance costs	(79		)		(85		)
	Fixed-rate 3.25% notes due May 20, 2027	2,000			3.46%	2,000			3.46%	Hedge accounting fair value adjustments	(16		)		(50		)
	Fixed-rate 4.30% notes due May 20, 2047	1,500			4.74%	1,500			4.47%	Total long-term debt	$	15,405			$	15,365
May 2018 Notes
	Floating-rate three-month LIBOR plus 0.36% notes due May 21, 2019	52			3.08%	—
	Floating-rate three-month LIBOR plus 0.45% notes due May 21, 2020	14			3.00%	—
	Fixed-rate 1.85% notes due May 21, 2019	56			2.28%	—
Total principal		19,429				21,000
	Unamortized discount, including debt issuance costs	(90		)		(106		)
	Hedge accounting fair value adjustments	(48		)		—
	Total	$	19,291			$	20,894
Reported as:	Reported as:									Reported as:
	Short-term debt	$	3,913			$	1,496			Short-term debt	$	—			$	—
	Long-term debt	15,378				19,398				Long-term debt	15,405				15,365
	Total	$	19,291			$	20,894			Total	$	15,405			$	15,365


	Integrated Circuit Purchase Obligations		Other Purchase Obligations		Operating Leases		Purchase Obligations		Operating Leases
Remainder of fiscal 2018	$	2,153	$	665	$	30
2019	1,357		391		114
Remainder of fiscal 2019							$	2,948	$	74
2020	316		179		84		637		112
2021	60		67		63		326		84
2022	23		13		42		92		54
2023							52		25
Thereafter	—		5		53		17		38
Total	$	3,909	$	1,320	$	386	$	4,072	$	387



	Severance Costs			Other Costs			Total
Beginning balance of restructuring accrual	$	—		$	—		$	—
Costs	283			17			300
Cash payments	(48		)	(2		)	(50		)
Adjustments	3			(1		)	2
Ending balance of restructuring accrual	$	238		$	14		$	252


	Level 1		Level 2		Level 3		Total		Level 1		Level 2		Level 3		Total
Assets
Cash equivalents	$	23,855	$	10,602	$	—	$	34,457	$	4,830	$	3,560	$	—	$	8,390
Marketable securities:
Corporate bonds and notes	—		213		—		213		—		51		—		51
Mortgage- and asset-backed and auction rate securities	—		—		35		35
Equity and preferred securities and equity funds	34		—		—		34
Auction rate securities									—		—		35		35
Equity securities									145		—		—		145
Total marketable securities	34		213		35		282		145		51		35		231
Derivative instruments	—		2		—		2		—		12		—		12
Other investments	393		—		20		413		398		—		63		461
Total assets measured at fair value	$	24,282	$	10,817	$	55	$	35,154	$	5,373	$	3,623	$	98	$	9,094
Liabilities
Derivative instruments	$	—	$	80	$	—	$	80	$	—	$	20	$	—	$	20
Other liabilities	393		—		129		522		399		—		76		475
Total liabilities measured at fair value	$	393	$	80	$	129	$	602	$	399	$	20	$	76	$	495



	Current				Noncurrent
	June 24, 2018		September 24, 2017		June 24, 2018		September 24, 2017
Available-for-sale:
U.S. Treasury securities and government-related securities	$	—	$	23	$	—	$	959
Corporate bonds and notes	213		2,014		—		271
Mortgage- and asset-backed and auction rate securities	—		93		35		40
Equity and preferred securities and equity funds	34		36		—		—
Debt funds	—		109		—		—
Total available-for-sale	247		2,275		35		1,270
Time deposits	44		4		—		—
Total marketable securities	$	291	$	2,279	$	35	$	1,270



	Current				Noncurrent (1)
	March 31, 2019		September 30, 2018		March 31, 2019		September 30, 2018
Available-for-sale debt securities:
Corporate bonds and notes	$	51	$	144	$	—	$	—
Auction rate securities	—		—		35		35
Total available-for-sale debt securities	51		144		35		35
Equity securities	144		167		1		—
Total marketable securities	$	195	$	311	$	36	$	35


	June 24, 2018		March 31, 2019
Years to Maturity
Less than one year	$	194	$	51
One to five years	19
Five to ten years	—
Greater than ten years	—
No single maturity date	35		35
Total	$	248	$	86



	For the three months ended						For the nine months ended
	June 24, 2018			June 25, 2017			June 24, 2018			June 25, 2017
Gross realized gains	$	3		$	119		$	16		$	422
Gross realized losses	(6		)	(8		)	(6		)	(116		)
Net realized gains	$	(3	)	$	111		$	10		$	306



	As of September 30, 2018
	As reported		Adjustment			As revised
Deferred tax assets (non-current)	$	904	$	32		$	936
Total assets	32,686		32			32,718
Other current liabilities	6,825		153			6,978
Total current liabilities	11,236		153			11,389
Total liabilities	31,758		153			31,911
Retained earnings	663		(121		)	542
Total stockholders’ equity	928		(121		)	807
Total liabilities and stockholders’ equity	32,686		32			32,718



	Three Months Ended March 25, 2018							Six Months Ended March 25, 2018
	As reported		Adjustment			As revised		As reported			Adjustment			As revised
Licensing revenues	$	1,325	$	(41	)	$	1,284	$	2,690		$	(74	)	$	2,616
Total revenues	5,261		(41		)	5,220		11,329			(74		)	11,255
Operating income	441		(41		)	400		471			(74		)	397
Income before income taxes	358		(41		)	317		332			(74		)	258
Income tax benefit (expense)	5		8			13		(5,922		)	11			(5,911		)
Net income (loss)	363		(33		)	330		(5,590		)	(63		)	(5,653		)
Basic earnings (loss) per share	0.25		(0.03		)	0.22		(3.78		)	(0.04		)	(3.82		)
Diluted earnings (loss) per share	0.24		(0.02		)	0.22		(3.78		)	(0.04		)	(3.82		)



	Six Months Ended March 25, 2018
	As reported			Reclassification adjustment (1)			Revision adjustment			As revised
Operating Activities:
Net loss	$	(5,590	)	$	—		$	(63	)	$	(5,653	)
Income tax provision in excess of (less than) income tax payments	5,477			—			(11		)	5,466
Interest expense in excess of interest payments	207			(207		)	—			—
Other items, net	46			6			—			52
Other assets	70			(12		)	—			58
Payroll, benefits and other liabilities	1,166			213			74			1,453
Net cash provided by operating activities	2,278			—			—			2,278