AI interpretation based on checked source excerpts. Issuer assertions and evidence limitations remain explicit.
Evidence
QTL Segment. QTL grants licenses or otherwise provides rights to use portions of our intellectual property portfolio, which, among other rights, includes certain patent rights essential to and/or useful in the manufacture, sale and/or use of certain wireless products, including, without limitation, products implementing LTE and/or OFDMA-based 5G standards and their derivatives.
Business: QTL patent licensing · Filed 05/11/2025
We grant licenses or otherwise provide rights to use our cellular standard-essential patents (including 3G, 4G and 5G) for cellular devices on a worldwide basis.
Business: worldwide cellular standard-essential patent licenses · Filed 05/11/2025
2025 The decrease in QCT revenues in the first nine months of fiscal 2026 was primarily due to: - lower handsets revenues, primarily due to lower chipset shipments to certain major OEMs (primarily driven by customers adjusting build plans to reduce their inventory levels as a result of the negative effects of recent memory supply constraints and related price increases) + higher automotive revenues, due to a $560 million increase in revenues per unit driven by favorable mix and higher average selling prices and $551 million in higher shipments primarily from new vehicle launches with our Snapdragon digital cockpit and ADAS/AD products + higher IoT revenues, primarily due to an increase in revenues per unit primarily driven by favorable mix QCT EBT as a percentage of revenues decreased in the first nine months of fiscal 2026 primarily due to: - higher operating expenses, primarily driven by higher research and development and selling, general and administrative expenses - lower gross margin, primarily driven by higher product cost, partially offset by higher average selling prices - lower revenues QTL Segment (in millions, except percentages) Three Months Ended Nine Months Ended June 28, 2026 June 29, 2025 Change June 28, 2026 June 29, 2025 Change Licensing revenues $ 1,278 $ 1,318 $ (40) $ 4,252 $ 4,172 $ 80 EBT 881 942 (61) 3,105 3,028 77 EBT as a % of revenues 69 % 71 % -2 points 73 % 73 % — Third quarter 2026 vs.
MD&A: nine-month QCT drivers and QTL segment results · Filed 29/07/2026
If some or all of our license agreements are declared invalid or unenforceable and/or we are required to renegotiate these license agreements, we may not receive, or may not be able to recognize, some or any licensing or royalty revenues under the impacted license agreements unless and until we enter into new license agreements; and even licensees whose 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 revenues under such agreements.
Risk factors: license invalidity and enforceability · Filed 05/11/2025
The renegotiation of license agreements could result in terms that are less favorable to us than existing terms, or lead to arbitration or litigation to resolve the licensing terms, which could also be less favorable to us than existing terms, and each of which could take months or years.
Risk factors: license renegotiation · Filed 05/11/2025
From time to time, companies initiate various strategies in an attempt to negotiate, renegotiate, reduce and/or eliminate their need to pay royalties to us for the use of our intellectual property, which may include disputing, underreporting, underpaying, not reporting and/or not paying royalties owed to us under their license agreements with us, or reporting to us in a manner that is not in compliance with their contractual obligations.
Revenue recognition: actual royalty avoidance and dispute practices · Filed 05/11/2025
Certain of our largest mobile handset customers (for example, Apple, Samsung and Xiaomi) develop their own integrated circuit products, which they have in the past utilized, and/or currently utilize, in certain of their devices.
Risk factors: named customers developing their own chips · Filed 05/11/2025
In particular, we expect that Apple will increasingly use its own modem products, rather than our products, in its future devices, which will have a significant negative impact on our QCT revenues, results of operations and cash flows.
Risk factors: expected Apple modem substitution · Filed 05/11/2025
For example, 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 significant barriers to entry and increased costs.
Risk factors: automotive design-in and qualification barriers · Filed 29/07/2026
2025 The decrease in QCT revenues in the third quarter of fiscal 2026 was primarily due to: - lower handsets revenues, primarily due to lower chipset shipments to certain major OEMs (primarily driven by customers adjusting build plans to reduce their inventory levels as a result of the negative effects of recent memory supply constraints and related price increases) + higher automotive revenues, due to a $381 million increase in revenues per unit driven by favorable mix and higher average selling prices and $223 million in higher shipments primarily from new vehicle launches with our Snapdragon digital cockpit and advanced driver assistance and automated driving (ADAS/AD) products + higher IoT revenues, primarily due to an increase in revenues per unit primarily driven by favorable mix QCT EBT as a percentage of revenues decreased in the third quarter of fiscal 2026 primarily due to: - lower gross margin, primarily driven by higher product cost, partially offset by higher average selling prices - lower revenues 22 First nine months 2026 vs.
MD&A: quarterly shipments, selling prices and product costs · Filed 29/07/2026
If our products fail to perform to specifications, compete with the product quality of our competitors or meet quality or regulatory standards (including product safety and information security standards, which may differ by region, geography and industry, and which are particularly stringent in the automotive industry) or other standards (including sustainability or other ESG-related standards) of a particular industry or application, we may be unable to successfully expand our business in that industry or application, and our growth could be limited.
Risk factors: product quality and regulatory qualification · Filed 29/07/2026
Competition in the semiconductor industry is affected by various factors that include, among others: OEM concentrations; vertical integration; competition in certain geographic regions; government intervention or support of national industries or competitors; geopolitical tensions, which may drive customer preference toward local suppliers; the ability to maintain product differentiation in light of evolving industry standards and speed of technological change (including the transition to smaller geometry process technologies, the demand for always on, always connected capabilities, the increasing use of AI and machine learning technologies and the need to run complex AI-based applications on devices); access to capacity in the supply chain; and value-added features that drive selling prices and consumer demand for new devices.
Risk factors: semiconductor competitive dynamics · Filed 29/07/2026
4 QUALCOMM Incorporated CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except per share data) (Unaudited) Three Months Ended Nine Months Ended June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025 Revenues: Equipment and services $ 8,475 $ 8,893 $ 28,002 $ 28,193 Licensing 1,472 1,472 4,796 4,820 Total revenues 9,947 10,365 32,798 33,013 Costs and expenses: Cost of revenues 4,670 4,606 15,138 14,704 Research and development 2,607 2,226 7,523 6,672 Selling, general and administrative 976 771 2,738 2,200 Other 68 — 97 — Total costs and expenses 8,321 7,603 25,496 23,576 Operating income 1,626 2,762 7,302 9,437 Interest expense (178) (168) (519) (493) Investment and other income, net 1,014 358 1,458 748 Income before income taxes 2,462 2,952 8,241 9,692 Income tax (expense) benefit (460) (286) 4,136 (1,034) Net income $ 2,002 $ 2,666 $ 12,377 $ 8,658 Basic earnings per share $ 1.89 $ 2.44 $ 11.63 $ 7.85 Diluted earnings per share $ 1.87 $ 2.43 $ 11.53 $ 7.79 Shares used in per share calculations: Basic 1,057 1,092 1,064 1,102 Diluted 1,069 1,099 1,073 1,112 See accompanying notes.
Unaudited consolidated statements of operations · Filed 29/07/2026
6 QUALCOMM Incorporated CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions) (Unaudited) Nine Months Ended June 28, 2026 June 29, 2025 Operating Activities: Net income $ 12,377 $ 8,658 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization expense 1,202 1,231 Income tax payments in excess of income tax provision (5,550) (1,535) Share-based compensation expense 2,579 2,120 Net gains on marketable securities and other investments (933) (297) Impairment losses on other investments 61 93 Equity in net earnings of investees (149) (13) Other items (52) (10) Changes in assets and liabilities: Accounts receivable, net (264) 535 Inventories (1,798) 33 Other assets 777 361 Trade accounts payable 149 (220) Payroll, benefits and other liabilities 231 (943) Unearned revenues (225) 3 Net cash provided by operating activities 8,405 10,016 Investing Activities: Capital expenditures (1,578) (785) Purchases of debt and equity marketable securities (2,449) (3,785) Proceeds from sales and maturities of debt and equity marketable securities 3,896 4,892 Acquisitions and other investments, net of cash acquired (1,573) (711) Proceeds from other investments 26 53 Other items 30 7 Net cash used by investing activities (1,648) (329) Financing Activities: Proceeds from short-term debt 3,238 998 Repayment of short-term debt (2,743) (998) Repayment of debt of acquired company (174) — Proceeds from long-term debt — 1,487 Repayment of long-term debt — (1,365) Proceeds from issuance of common stock 223 201 Repurchases and retirements of common stock (6,806) (6,347) Dividends paid (2,868) (2,848) Payments of tax withholdings related to vesting of share-based awards (888) (878) Other items (28) (10) Net cash used by financing activities (10,046) (9,760) Effect of exchange rate changes on cash, cash equivalents and restricted cash (21) (5) Net decrease in total cash, cash equivalents and restricted cash (3,310) (78) Total cash and cash equivalents at beginning of period (including $2,323 classified as restricted cash at September 28, 2025) 7,843 7,849 Total cash and cash equivalents at end of period $ 4,533 $ 7,771 See accompanying notes.
Unaudited consolidated statements of cash flows · Filed 29/07/2026
2025 2024 Change Net cash provided by operating activities $ 14,012 $ 12,202 $ 1,810 Net cash used by investing activities (800) (3,623) 2,823 Net cash used by financing activities (13,196) (9,269) (3,927) Cash, cash equivalents and marketable securities (including restricted cash).
MD&A: annual operating cash flows · Filed 05/11/2025
The net decrease in cash, cash equivalents and marketable securities (including restricted cash) in fiscal 2025 was primarily due to $8.8 billion in payments to repurchase shares of our common stock, $3.8 billion in cash dividends paid, $1.4 billion repayment of unsecured fixed-rate notes that matured in May 2025, $1.2 billion in capital expenditures, $1.1 billion in payments of tax withholdings related to the vesting of share-based awards and $743 million in cash paid for acquisitions and other investments.
MD&A: repurchases, dividends, capital spending and financing uses · Filed 05/11/2025
Revenues from each customer/licensee that were 10% or greater of total revenues were as follows: Three Months Ended Nine Months Ended June 28, 2026 June 29, 2025 June 28, 2026 June 29, 2025 Customer/licensee (x) 23 % 18 % 24 % 20 % Customer/licensee (y) 20 21 20 21 Customer/licensee (z) * 13 * 13 *Less than 10% Other Income, Costs and Expenses.
Notes: customer and licensee revenue concentration · Filed 29/07/2026
2025 The decrease in QTL licensing revenues in the third quarter of fiscal 2026 was primarily due to: - $67 million decrease in estimated sales of cellular products - $25 million in lower royalty revenues recognized related to devices sold in prior periods + $59 million increase in revenues per unit, which was primarily driven by favorable mix QTL EBT as a percentage of revenues decreased in the third quarter of fiscal 2026 primarily due to: - higher operating expenses, primarily driven by higher selling, general and administrative expenses - lower revenues First nine months 2026 vs.
MD&A: QTL quarterly revenue drivers · Filed 29/07/2026
While we offer license rights to patents that we do not have a duty or obligation to grant, those rights may be negotiated at our discretion.
Business: discretionary negotiation of certain patent rights · Filed 05/11/2025
We account for a contract with a customer/licensee when it is legally enforceable, the parties are committed to perform their respective obligations, the rights of the parties regarding the goods and/or services to be transferred are identified, payment terms are identified, the contract has commercial substance and collectability of substantially all of the consideration is probable, which for product sales, is generally when a non-cancelable customer purchase order is executed and for licensing revenues, is generally upon execution of a license agreement.
Revenue recognition: enforceable contracts and non-cancelable purchase orders · Filed 05/11/2025
Performance stock units (PSUs) are based on three-year relative total stockholder return (RTSR) and Adjusted Earnings Per Share (EPS) performance and have a three-year cliff vest.
Executive compensation: PSU metrics and vesting · Filed 22/01/2026
We further limit earned RTSR PSUs to no more than the target shares if absolute total stockholder return (TSR) is negative over the three-year performance period, regardless of the level of RTSR.
Executive compensation: negative absolute return payout cap · Filed 22/01/2026
Our CEO is required to own 10x his salary and our other executive officers are required to own 2x their respective salaries in our common stock.
Executive compensation: stock ownership requirements · Filed 22/01/2026
A-2 2026 PROXY STATEMENT TABLE OF CONTENTS APPENDIX A: NON-GAAP FINANCIAL MEASURES 2025 ANNUAL CASH INCENTIVE PLAN (ACIP) Adjusted Revenues For purposes of determining adjusted revenues under the ACIP for fiscal 2025, GAAP revenues will be adjusted to exclude the impact of the following items: • Revenues from the QSI segment; • The impact of any award, settlement, arbitration and/or judgment arising from a legal dispute or contract dispute to the extent the amount is (i) recorded to revenues for which each event individually equals or exceeds $25 million and (ii) is clearly attributable to one or more fiscal years ending before the beginning of the fiscal year; • Contract disputes in excess of $50 million in the fiscal year (including but not limited to disputes resulting in litigation or arbitration) in which (i) a licensee withholds or fails to make royalty payments or disputes royalty payments paid, (ii) attributable revenue is not recorded in GAAP revenue for the fiscal year, (iii) such dispute is not resolved during the fiscal year, and (iv) projected revenue from such licensee was included in determining the Adjusted Revenue performance target, in which event revenue for the fiscal year will be adjusted to include the amount of revenue the licensee withholds, fails to pay or disputes, or to the extent that the licensee fails to report information sufficient to determine the actual impact on revenue of the withholding, failure to make royalty payments or dispute of payment amounts, such adjustment shall be the specific amount for such licensee that was used in the determination of the Adjusted Revenue target.
Appendix A: ACIP adjustments for disputed royalty revenue · Filed 22/01/2026
Adjusted Operating Income For purposes of determining adjusted operating income under the ACIP for fiscal 2025, GAAP operating income will be adjusted to exclude the impact of the following items: • Operating Income from the QSI segment; • Share-based compensation expense; • Gains and losses driven by the revaluation of our Nonqualified Deferred Compensation Plan liabilities recognized in operating expenses; • Acquisition-related items, which may include (i) recognition of the step-up of inventories to fair value; (ii) purchase accounting effects on property, plant and equipment for certain acquisitions; (iii) amortization of acquisition-related intangible assets; (iv) purchase accounting effects on acquired or assumed debt; (v) third-party acquisition and integration services costs; (vi) break-up fees; (vii) costs related to temporary debt facilities and letters of credit executed prior to the close an acquisition; (viii) expenses related to the termination of contracts that limit the use of acquired intellectual property; and (ix) other costs incurred in connection with acquisitions that are to be expensed upon the close of the acquisition under GAAP.
Appendix A: adjusted operating income exclusions · Filed 22/01/2026
Principally because our current Chair is an independent director, the Board has elected not to fill the role of Lead Independent Director at this time.
Corporate governance: current independent Chair · Filed 22/01/2026
Amon, all of the members of the Board are independent directors within the meaning of NASDAQ Rule 5605.
Corporate governance: director independence · Filed 22/01/2026
We require executive officers to repay to us earned amounts under our ACIP and PSUs if required by our clawback policy, applicable regulations or stock exchange rules.
Executive compensation: repayment obligations · Filed 22/01/2026
Revenues by country were as follows (in millions, except percentages): 2025 2024 2023 China (including Hong Kong) $ 20,340 46 % $ 17,826 46 % $ 13,386 37 % United States 10,515 24 9,686 25 10,503 29 South Korea 9,542 21 7,995 20 8,075 23 Other foreign 3,887 9 3,455 9 3,856 11 $ 44,284 100 % $ 38,962 100 % $ 35,820 100 % Note 9.
Notes: annual revenue history and geographic concentration · Filed 05/11/2025
■ The approval of the Amended and Restated QUALCOMM Incorporated 2023 Long-Term Incentive Plan, including an increase in the share reserve by 24,000,000 shares.
Annual meeting notice: proposed 2026 share reserve increase · Filed 22/01/2026
On March 18, 2025, our stockholders approved the Amended and Restated Qualcomm Incorporated 2023 Long-Term Incentive Plan (the 2023 Plan), including an increase in the share reserve by 23 million shares.
Share-based compensation: approved March 2025 plan amendment · Filed 05/11/2025
Net changes in our operating assets and liabilities for the first nine months of fiscal 2026 negatively impacted our operating cash flows primarily driven by an increase in inventory reflecting certain customer demand impacts from memory supply constraints, partially offset by a decrease in other assets and increase in payroll, benefits and other liabilities.
MD&A: inventory and operating cash flow pressure · Filed 29/07/2026
