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QUALCOMM INC/DE
FORM 10-K
(Annual Report)
Filed 11/07/12 for the Period Ending 09/30/12
Address 5775 MOREHOUSE DR
SAN DIEGO, CA 92121
Telephone 8585871121
CIK 0000804328
Symbol QCOM
SIC Code
3663 - Radio and Television Broadcasting and Communications Equipment
Industry Communications Equipment
Sector Technology
Fiscal Year 09/25
http://www.edgar-online.com
© Copyright 2012, EDGAR Online, Inc. All Rights Reserved.
Distribution and use of this document restricted under EDGAR Online, Inc. Terms of Use.

Table of contents

  • Page 1
    QUALCOMM INC/DE FORM 10-K (Annual Report) Filed 11/07/12 for the Period Ending 09/30/12 Address Telephone CIK Symbol SIC Code Industry Sector Fiscal Year 5775 MOREHOUSE DR SAN DIEGO, CA 92121 8585871121 0000804328 QCOM 3663 - Radio and Television Broadcasting and Communications Equipment ...

  • Page 2
    ...the transition period from to . Commission file number 0-19528 QUALCOMM Incorporated (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation or organization) 5775 Morehouse Drive San Diego, California (Address of principal executive offices) 95...

  • Page 3
    ... equity held by non-affiliates of the registrant at March 25, 2012 was $113,918,365,564 , based upo n the closing price as reported on the NASDAQ Global Select Market. The number of shares outstanding of the registrant's common stock was 1,704,029,150 at November 5, 2012 . DOCUMENTS INCORPORATED...

  • Page 4
    ...Year Ended September 30, 2012 Index Page PART I Item 1. Business Overview Wireless Communications Industry Wireless Technologies Revenue Concentrations, Significant Customers and Geographical Information Operating Segments Corporate Structure Research and Development Sales and Marketing Competition...

  • Page 5

  • Page 6
    ... of Xiam Technologies Limited, registered in the United States and other countries. iZat and Wireless Reach are trademarks of Qualcomm Incorporated. Hy-Fi is a trademark of Qualcomm Atheros, Inc. Firethorn is a trademark of Firethorn Mobile, Inc. Other products and brand names may be trademarks...

  • Page 7
    ... in cellular wireless communication applications. CDMA stands for Code Division Multiple Access and is one of the main technologies currently used in digital wireless communications networks (also known as wireless networks). CDMA and TDMA (Time Division Multiple Access), of which Global System for...

  • Page 8
    ... royalties on products sold by our licensees that incorporate our patented technologies. Our Asset Tracking and Services Business. We design, manufacture and sell equipment, license software and provide services to our customers to manage their assets, products and workforce. We offer satellite...

  • Page 9
    ... to use mobile data services. Applications such as email, access to the mobile Internet, downloading of videos and social networking are driving the demand for 3G/4G services and more capable devices. According to reports from the CDMA Development Group and the Global mobile Suppliers Association...

  • Page 10
    ..., representing approximately 29% of total wireless connections. Some of the advantages of 3G CDMA technology over 2G technologies include increased network capacity, improved user experience, higher capacity for data and faster access to data and higher data throughput rates. CDMA2000 and WCDMA are...

  • Page 11
    ...demand for our products and services. We develop, commercialize and actively support 3G CDMA-based technologies, as well as OFDMA-based LTE technologies, products and network operations, to grow our royalty revenues and integrated circuit and related software revenues. From time to time, we may also...

  • Page 12
    ... of mobile data traffic, including 3G/LTE and Wi-Fi products designed for implementation of small cells, which can be used by carriers to extend the capacity of licensed and unlicensed wireless spectrum. We make strategic investments that we believe open new opportunities for our technology, support...

  • Page 13
    ... alone location products for use in mobile phones, tablets, notebooks, cameras and other consumer devices. The Snapdragon family of processors is a highly integrated, mobile optimized system on a chip incorporating our advanced technologies, including high performance central processing units (CPU...

  • Page 14
    ...Division . QES provides equipment, software and services to enable companies to wirelessly manage their assets and workforce. QES offers satellite- and terrestrial-based two-way wireless connectivity and position location services to transportation and logistics fleets that permit customers to track...

  • Page 15
    ...and retailers on their mobile devices at the point of sale. QSI Segment. QSI makes strategic investments that we believe will open new opportunities for our technologies, support the design and introduction of new products and services for voice and data communications or possess unique capabilities...

  • Page 16
    ... and other marketing programs, such as marketing development funds with our customers. Our Corporate Marketing department provides company information on our internet site and through other media regarding our products, strategies and technology to industry analysts and for publications. Competition...

  • Page 17
    ...and cell site infrastructure equipment. Our strategy to make our patented technologies broadly available has been a catalyst for industry growth, helping to enable a wide range of companies offering a broad array of wireless products and features while driving down average and low-end selling prices...

  • Page 18
    ... in Electrical Engineering from Stanford University. Margaret "Peggy" L. Johnson, age 50, has served as Executive Vice President, Qualcomm Technologies, Inc. and President of Global Market Development since October 2012. She served as Executive Vice President, Qualcomm Incorporated and President...

  • Page 19
    ... case, the trading price of our common stock could decline. You should also refer to the other information set forth in this Annual Report, including our financial statements and the related notes. Risks Related to Our Businesses Our revenues are dependent on the commercial deployment of CDMA, OFDMA...

  • Page 20
    ...and data communications; networking; value-added features that drive replacement rates and selling prices; turnkey, integrated product offerings that incorporate hardware, software, user interface and applications; and scalability and the ability of the system technology to meet customers' immediate...

  • Page 21
    ... 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...

  • Page 22
    ...that we receive for 3G products used in cellular communications. Although we believe that our patented technology is essential and useful to the commercialization of such services, the royalties we receive may be lower than those we receive from our current licensing program. The licenses granted to...

  • Page 23
    ... will adopt a unitary patent system that may broadly impact that region ' s patent regime in the near future. We cannot predict with certainty the long-term effects of these changes or proposed changes. In addition, w e cannot be certain that the laws and policies of any country or the practices of...

  • Page 24
    ... for our procurement, manufacture and testing of product inventories. If we fail to execute supply strategies that provide competitive advantage in terms of supply assurance, technology leadership and cost, our operating results and our business may be harmed. Our QCT segment purchases raw materials...

  • Page 25
    ... to purchase or pay for our products and services, obtain financing and upgrade wireless networks could be adversely affected by economic conditions, leading to a reduction, cancellation or delay of orders for our products. Our stock price and earnings are subject to substantial quarterly and annual...

  • Page 26
    ... to develop our IMOD display technology to meet market demands or to cost-effectively manufacture and commercialize our IMOD products, among other factors. In addition, we have limited experience commercializing IMOD products, and we may be unsuccessful in selling such products. Our QMT division had...

  • Page 27
    ... and wireless services, damage to our reputation and to our customer relationships and other financial liability or harm to our business. Our business and operations could suffer in the event of security breaches. Attempts by others to gain unauthorized access to our information technology systems...

  • Page 28
    ... that our products are conflict free, we may face challenges with our customers, which could place us at a competitive disadvantage, and our reputation may be harmed. Laws, regulations and standards relating to corporate governance, business conduct, public disclosure and health care are complex...

  • Page 29
    ...completed in early fiscal 2013. In connection with our intention to license our next generation interferometric modulator (IMOD) display technology in the future, while directly commercializing only certain IMOD products, we are evaluating strategic options for this new manufacturing facility, which...

  • Page 30
    ...in our long-term business plan. Item 3. Legal Proceedings Tessera, Inc. v. QUALCOMM Incorporated: On April 17, 2007, Tessera filed a patent infringement lawsuit in the United States District Court for the Eastern District of Texas and a complaint with the United States International Trade Commission...

  • Page 31
    ... counsel and independent forensic accountants. This internal review into the whistleblower's allegations and related accounting practices did not identify any errors in our financial statements. On January 27, 2012, we learned that the U.S. Attorney's Office for the Southern District of California...

  • Page 32
    ... Purchases of Equity Securities Market Information Our common stock is traded on the NASDAQ Global Select Market under the symbol "QCOM." The following table sets forth the range of high and low sales prices on the NASDAQ Stock Market of the common stock for the fiscal periods indicated, as reported...

  • Page 33
    ...Note 6. Employee Benefit Plans" and in our 2013 Proxy Statement under the heading "Equity Compensation Plan Information." Issuer Purchases of Equity Securities Issuer purchases of equity securities during the fourth quarter of fiscal 2012 were: Average Price Paid Per Share (1) Total Number of Shares...

  • Page 34
    ... of dividends) in our common stock, the S&P 500 and the NASDAQ-100 on September 30, 2007. All returns are reported as of our fiscal year end, which is the last Sunday in September. Our closing stock price on September 28, 2012, the last trading day of our 2012 fiscal year, was $62.47 per share. 28

  • Page 35
    ... other financial information appearing elsewhere herein. Years Ended (1) September 30, 2012 Statement of Operations Data: Revenues Operating income Income from continuing operations Discontinued operations, net of income taxes Net income attributable to Qualcomm Per Share Data: Basic earnings (loss...

  • Page 36
    ...development and licensing, and related services and software hosting services. Operating expenses primarily consist of cost of equipment and services revenues and research and development and selling, general and administrative expenses. We conduct business primarily through four reportable segments...

  • Page 37
    ... manages software applications that enable mobile commerce services. QWI revenues comprised 3%, 4% and 6% of total consolidated revenues in fiscal 2012 , 2011 and 2010 , respectively. QSI makes strategic investments that we believe will open new opportunities for our technologies, support the design...

  • Page 38
    ... selling prices of CDMA-based devices. We continue to invest significant resources toward the development of technologies and products for voice and data communications, primarily in the wireless industry, including advancements to 3G and 4G LTE (an OFDMA-based standard) networks, wireless baseband...

  • Page 39
    ... approach generally requires assumptions related to the appropriate business model to be used to estimate cash flows, total addressable market, pricing and share forecasts, competition, technology obsolescence, future tax rates and discount rates. Our estimate of the fair value of certain assets may...

  • Page 40
    ... how long the market value of the investment has been below its original cost; the extent of the general decline in prices or an increase in the default or recovery rates of securities in an asset class; negative events such as a bankruptcy filing or a need to raise capital or seek financial support...

  • Page 41
    ...location to which our products, software or services are delivered or, for QTL's licensing and royalty revenues, the invoiced addresses of our licensees. Operating Expenses (in millions) September 30, 2012 Cost of equipment and services (E&S) revenues Cost as % of E&S revenues $ 7,096 57% Year Ended...

  • Page 42
    ... in costs related to litigation and other legal matters, a $65 million increase in share-based compensation, a $54 million long-lived asset impairment charge related to our QMT division, a $45 million increase in selling and marketing expenses and a $28 million increase in patent-related expenses...

  • Page 43
    ...result of California tax legislation previously enacted, partially offset by increased earnings taxed at the United States tax rate. The annual effective tax rate for fiscal 2012 only reflected the United States federal research and development credit generated through December 31, 2011, the date on...

  • Page 44
    ... revenues relative to the increases in research and development expenses and selling, general and administrative expenses. QCT gross margin percentage decreased in fiscal 2012 and 2011 as a result of the net effects of lower average selling prices, unfavorable product mix and higher product support...

  • Page 45
    ...increase in accounts receivable and the related days sales outstanding were primarily due to growth of the business and the effects of timing of shipments and customer payments for receivables related to integrated circuits. We believe our current cash and cash equivalents, marketable securities and...

  • Page 46
    ... rates can affect the principal values and yields of fixed interest-bearing securities and the fair value of interest rate swaps held in connection with our marketable securities portfolios classified as trading. If interest rates in the general economy were to rise rapidly in a short period of time...

  • Page 47
    ... Average Interest Rates (Dollars in millions) 2013 Fixed interest-bearing securities: Cash and cash equivalents Interest rate Trading securities Interest rate Other marketable securities Interest rate Time deposits Interest rate Interest rate swaps (receive) Interest rate Interest rate swaps (pay...

  • Page 48
    ...a net asset of $1 million related to foreign currency option contracts that were designated as hedges of foreign currency risk on royalties earned from certain licensees on their sales of CDMA-based devices. If our forecasted royalty revenues were to decline by 20% and foreign exchange rates were to...

  • Page 49
    ... Integrated Framework , our management concluded that our internal control over financial reporting was effective as of September 30, 2012 . PricewaterhouseCoopers LLP, the independent registered public accounting firm that audited the consolidated financial statements included in this Annual Report...

  • Page 50
    ... the 2013 Proxy Statement under the heading "Certain Relationships and Related Person Transactions." Item 14. Principal Accounting Fees and Services The information required by this item is incorporated by reference to the 2013 Proxy Statement under the heading "Fees for Professional Services." 44

  • Page 51
    ... Form of Grant Notice and Stock Option Agreement under the 2006 Long-Term Incentive Plan. (5)(11) Form of Grant Notice and Market Stock Unit Agreement under the 2006 Long-Term Incentive Plan. (5)(12) Agreement and Plan of Merger, dated as of January 5, 2011, among QUALCOMM Incorporated, T Merger Sub...

  • Page 52
    ... Form of Performance Unit Agreements for the Annual Cash Incentive Plan under the 2006 Long-Term Incentive Plan for the fiscal 2012 performance period. (5) Form of Grant Notices and Non-Employee Director Deferred Stock Unit Agreements under the 2006 Long-Term Incentive Plan, including variation of...

  • Page 53
    ... of Section 13 or 15(d) 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. November 7, 2012 QUALCOMM Incorporated By /s/ Paul E. Jacobs Paul E. Jacobs, Chief Executive Officer and Chairman 47

  • Page 54
    ... Stern Chief Executive Officer and Chairman (Principal Executive Officer) Chief Financial Officer (Principal Financial and Accounting Officer) Director November 7, 2012 November 7, 2012 November 7, 2012 Director November 7, 2012 Director November 7, 2012 Director November 7, 2012 Director...

  • Page 55
    ..., the financial position of QUALCOMM Incorporated and its subsidiaries at September 30, 2012 and September 25, 2011 and the results of their operations and their cash flows for each of the three years in the period ended September 30, 2012 in conformity with accounting principles generally accepted...

  • Page 56
    QUALCOMM Incorporated CONSOLIDATED BALANCE SHEETS (In millions, except per share data) September 30, 2012 ASSETS Current assets: Cash and cash equivalents Marketable securities Accounts receivable, net Inventories Deferred tax assets Other current assets Total current assets Marketable securities ...

  • Page 57
    F- 2

  • Page 58
    QUALCOMM Incorporated CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except per share data) Year Ended September 30, 2012 Revenues: Equipment and services Licensing Total revenues Operating expenses: Cost of equipment and services revenues Research and development Selling, general and ...

  • Page 59
    ...effects of acquisitions: Accounts receivable, net Inventories Other assets Trade accounts payable Payroll, benefits and other liabilities Unearned revenues Net cash provided by operating activities Investing Activities: Capital expenditures Advance payment on spectrum Purchases of available-for-sale...

  • Page 60
    Cash and cash equivalents at beginning of year Cash and cash equivalents at end of year See accompanying notes. $ 5,462 3,807 $ 3,547 5,462 $ 2,717 3,547 F- 4

  • Page 61
    ..., net of tax: Net income (loss) (1) Other comprehensive income (Note 1) Total comprehensive income Common stock issued under employee benefit plans and the related tax benefits, net of shares withheld for tax Repurchase and retirement of common stock Share-based compensation Dividends Issuance of...

  • Page 62
    ... products, and receives fixed license fees (payable in one or more installments) as well as ongoing royalties based on sales by licensees of wireless telecommunications equipment products incorporating its patented technologies. The Company sells equipment, software and services to transportation...

  • Page 63
    ... as cash flows from investing activities in the consolidated statements of cash flows. The aggregate fair value of the Company's foreign currency option and forward contracts used to hedge foreign currency risk recorded in total assets was $11 million and $17 million at September 30, 2012 and...

  • Page 64
    ... Incorporated NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Stock Repurchase Program: In connection with the Company's stock repurchase program, the Company may sell put options that require it to repurchase shares of its common stock at fixed prices. These put options subject the Company to equity...

  • Page 65

  • Page 66
    ... income approach and/or cost approach are used to measure fair value. Weighted-average amortization periods for finite-lived intangible assets, by class, were as follows (in years): September 30, 2012 Wireless spectrum Marketing-related Technology-based Customer-related Total finite-lived intangible...

  • Page 67
    ... over the support period. The amount or timing of the Company's software licensing revenues may differ as a result of changes in these judgments or estimates. The Company records reductions to revenues for customer incentive arrangements, including volume-related and other pricing rebates and cost...

  • Page 68
    ...historical experience. Total estimated share-based compensation expense, related to all of the Company's share-based awards, was comprised as follows (in millions): 2012 Cost of equipment and services revenues Research and development Selling, general and administrative Continuing operations Related...

  • Page 69
    F- 11

  • Page 70
    ... calculated based on the average share price for each period using the treasury stock method. Under the treasury stock method, the exercise price of an award, if any, the amount of compensation cost, if any, for future service that the Company has not yet recognized, and the estimated tax benefits...

  • Page 71
    ...but will not impact the Company ' s financial position, results of operations or cash flows. Note 2. Composition of Certain Financial Statement Items Accounts Receivable (in millions) Trade, net of allowances for doubtful accounts of $1 and $2, respectively Long-term contracts Other $ $ September 30...

  • Page 72
    ... the third quarter of fiscal 2012 , the Company updated the business plan and related internal forecasts for its QMT division to reflect a focus on licensing its next generation interferometric modulator (IMOD) display technology while directly commercializing only certain IMOD products. As a result...

  • Page 73
    F- 14

  • Page 74
    ... will be classified as long-term based on the expectation that Bharti will assume complete ownership of those entities by the end of calendar 2014. At September 30, 2012, assets and liabilities held for sale consisted primarily of wireless spectrum and network-related assets and loans and debentures...

  • Page 75

  • Page 76
    QUALCOMM Incorporated NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Note 3. Investment Income Investment income, net was comprised as follows (in millions): 2012 Interest and dividend income Interest expense Net realized gains on marketable securities Net realized gains on other investments Impairment...

  • Page 77
    QUALCOMM Incorporated NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2012 Expected income tax provision at federal statutory tax rate State income tax provision, net of federal benefit Foreign income taxed at other than U.S. rates Tax audit impacts, net Tax credits Valuation allowance Revaluation of ...

  • Page 78
    QUALCOMM Incorporated NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2012 Unearned revenues Share-based compensation Unrealized losses on marketable securities Accrued liabilities, reserves and other Capital loss carryover Capitalized start-up and organizational costs Unused net operating...

  • Page 79
    F- 18

  • Page 80
    QUALCOMM Incorporated NOTES TO CONSOLIDATED FINANCIAL STATEMENTS The Company does not expect any unrecognized tax benefits recorded at September 30, 2012 to result in cash payment in fiscal 2013 . Unrecognized tax benefits at September 30, 2012 included $86 million for tax positions that, if ...

  • Page 81
    ...cash dividend of $0.25 per share of common stock, payable on December 21, 2012 to stockholders of record as of December 7, 2012 , which will be reflected in the consolidated financial statements in the first quarter of fiscal 2013 . Note 6. Employee Benefit Plans Employee Savings and Retirement Plan...

  • Page 82
    ... in fiscal 2012 and 2011 , respectively. Employee Stock Purchase Plan. The Company has an employee stock purchase plan for eligible employees to purchase shares of common stock at 85% of the lower of the fair market value on the first or the last day of each offering period, which is generally six...

  • Page 83
    ... Korean law by offering certain discounts and rebates for purchases of its CDMA chips and for including in certain agreements language requiring the continued payment of royalties after all licensed patents have expired. The KFTC levied a fine, which the Company paid in the second quarter of fiscal...

  • Page 84
    QUALCOMM Incorporated NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Securities and Exchange Commission (SEC) Formal Order of Private Investigation and Department of Justice (DOJ) Investigation: On September 8, 2010, the Company was notified by the SEC's Los Angeles Regional office of a formal order of...

  • Page 85
    ...at this time. Purchase Obligations. The Company has agreements with suppliers and other parties to purchase inventory, other goods and services and long-lived assets. Noncancelable obligations under these agreements at September 30, 2012 for each of the subsequent five years from fiscal 2013 through...

  • Page 86

  • Page 87
    ... services and related products involving wireless communications technologies to government agencies and their contractors; and Firethorn Division - builds and manages software applications that enable certain mobile commerce services. • QSI Segment - comprised of the Company's Qualcomm Ventures...

  • Page 88
    ... assets related to the Company's QMT division, a nonreportable segment developing display technology for mobile devices and other applications. Total segment assets also differ from total assets on a consolidated basis as a result of unallocated corporate assets primarily comprised of certain cash...

  • Page 89
    QUALCOMM Incorporated NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 2012 Revenues Nonreportable segments Intersegment eliminations $ EBT Unallocated cost of equipment and services revenues Unallocated research and development expenses Unallocated selling, general and administrative expenses ...

  • Page 90
    ... acquisition is to help accelerate the expansion of the Company's technologies and platforms to new businesses beyond cellular, including home, enterprise and carrier networking. Atheros was integrated into the QCT segment. The allocation of the purchase price to the assets acquired and liabilities...

  • Page 91
    QUALCOMM Incorporated NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Current assets Amortizable intangible assets: Technology-based intangible assets Marketing-related intangible assets Customer-related intangible assets In-process research and development (IPR&D) Goodwill Other assets Total assets ...

  • Page 92
    ... 30, 2012 (in millions): Level 1 Assets Cash equivalents (1) Time deposits Marketable securities U.S. Treasury securities and government-related securities Corporate bonds and notes Mortgage- and asset-backed securities Auction rate securities Common and preferred stock Equity funds Debt funds Total...

  • Page 93
    F- 30

  • Page 94
    ...risk and/or equity, prepayment and credit risks for portfolios of marketable securities classified as trading; warrants to purchase common stock of other companies at fixed prices; and written put options to repurchase shares of the Company's common stock at fixed prices. Derivative instruments that...

  • Page 95

  • Page 96
    ... trading Available-for-sale: U.S. Treasury securities and government-related securities Corporate bonds and notes Mortgage- and asset-backed securities Auction rate securities Common and preferred stock Equity funds Debt funds Total available-for-sale Fair value option: Debt fund Total marketable...

  • Page 97
    Available-for-sale securities were comprised as follows (in millions): F- 32

  • Page 98
    ... and for more than 12 months, aggregated by investment category (in millions): September 30, 2012 Less than 12 months Fair Value Corporate bonds and notes Mortgage- and asset-backed securities Auction rate securities Common and preferred stock Equity funds $ $ 723 143 - 105 64 1,035 $ $ Unrealized...

  • Page 99
    ... information reflects all normal recurring adjustments that are, in the opinion of management, necessary for a fair statement of the results of the interim periods. The table below presents quarterly data for fiscal 2012 and 2011 (in millions, except per share data): 1st Quarter 2012 Revenues...

  • Page 100
    ... QUALCOMM INCORPORATED VALUATION AND QUALIFYING ACCOUNTS (In millions) (Charged) Credited to Costs and Expenses Balance at Beginning of Period Year ended September 30, 2012 Allowances: - trade receivables - notes receivables Valuation allowance on deferred tax assets $ Year ended September 25, 2011...

  • Page 101
    QUALCOMM INCORPORATED EXECUTIVE RETIREMENT MATCHING CONTRIBUTION PLAN Amended and Restated Generally Effective: January 1, 2011 Amendment No. 1, dated July 8, 2012 (Designation of Committee members) Amendment No. 2, effective September 30, 2012 (Change in Matching Contributions)

  • Page 102
    ...ARTICLE I INTRODUCTION ARTICLE II DEFINITIONS ARTICLE III ELIGIBILITY AND PARTICIPATION ARTICLE IV DEFERRALS AND CONTRIBUTIONS ARTICLE V ACCOUNTS ARTICLE VI PLAN INVESTMENTS AND EARNINGS ON PARTICIPANTS' ACCOUNTS ARTICLE VII BENEFICIARIES ARTICLE VIII VESTING ARTICLE IX BENEFIT DISTRIBUTIONS ARTICLE...

  • Page 103
    ... stock option, stock appreciation right, restricted stock award, restricted stock unit, performance share, performance unit, deferred compensation award, or other stock-based award, the proceeds from any stock purchase right under the Company's employee stock purchase plans, incentive payments...

  • Page 104
    ... 2.8 "Benefit(s)" means the total of the vested amount(s) credited to a Participant's Account. " Board of Directors " or "Board" means the Company's Board of Directors. 2.9 "Bonus" means the annual cash incentive bonus normally paid to an Eligible Employee after the end of the fiscal year or such...

  • Page 105
    ... meeting fees, paid in cash to Non-Employee Directors of the Company, and specifically excludes any annual board retainer paid in stock units. 2.21 "Disability" means, to the extent applicable, a determination of disability in accordance with the Company's long-term disability insurance policy...

  • Page 106
    ...or service provider position or a comparable position with the Company then held by the Participant, in any benefit or compensation plans and programs, including, but not limited to, the Company's life, disability, health, dental, medical, savings, profit sharing, stock purchase and retirement plans...

  • Page 107
    ... Compensation which the Participant defers pursuant to Section 4.2 of the Plan. 2.39 "Plan" means this QUALCOMM Incorporated Executive Retirement Matching Contribution Plan, effective as of October 1, 2008, as amended from time to time. 2.40 " Plan Year " means the 12 consecutive month period...

  • Page 108
    ... of Deferrals and Company contributions made under the Plan. 2.46 "Total Compensation" for a Plan Year means wages as defined in Section 3401(a) of the Code, any annual cash incentive bonus which is normally paid by the Employer to an Eligible Employee after the end of the fiscal year, and all other...

  • Page 109
    Code). 2.47 " Trust " means the legal entity created by the Trust Agreement(s). 2.48 " Trust Agreement " means the trust agreement entered into between the Company and the Trustee(s) to hold assets with respect to this Plan. 2.49 " Trustee(s) " means the person(s) or entity named as Trustee(s) in ...

  • Page 110
    ... to the Company's employee stock purchase plan(s) for the Plan Year; and (iv) the actual amounts contributed under the Company's Code Section 125 plan and all other ERISA welfare benefit plans for the Plan Year. (b) An Eligible Employee may not defer Bonus and/or Performance-Based Compensation in an...

  • Page 111
    ... Employee's Total Compensation for the applicable Plan Year. All Matching Contributions to the Plan with respect to Plan Years beginning before January 1, 2014, shall be credited to an Eligible Employee's Matching Contribution Subaccount solely in the form of shares of the Company's Common Stock...

  • Page 112
    ...terms and conditions relating to vesting and payment as the corresponding shares of Company Common Stock credited to that Subaccount and be deemed to be invested in the Fidelity Institutional Money Market Portfolio as of the first trading day after the dividend payment date with respect to such cash...

  • Page 113
    ... one or more Beneficiaries to receive any Benefits due under the Plan in the event of the Participant's death. If the Participant has not properly designated a Beneficiary, or if for any reason such designation shall not be legally effective, or if said designated Beneficiary shall predecease the...

  • Page 114
    ... value of a Participant's Benefit shall equal the vested value of the Participant's Subaccount(s) on the applicable Distribution Date. Distributions from a Participant's Matching Contributions or Discretionary Company Contributions Subaccount credited as shares of Company Common Stock shall be paid...

  • Page 115
    ... shall be paid in quarterly or annual installment payments of substantially equal amounts over a period as provided below: Reason for Distribution Retirement Disability In-Service Distribution Date Installment Period 5 or 10 Years 5 or 10 Years 2/3/4/5 Years 9.3.2 A Participant may amend a previous...

  • Page 116
    ... for all of the Deferrals credited to such Subaccounts for the Plan Year. 9.4.1.2 The In-Service Distribution Date elected for any Deferral Subaccount must be at least two (2) years after the end of the Plan Year for which the Deferrals to such Subaccount are made. 9.4.1.3 Benefits shall be paid (or...

  • Page 117
    ... the event the Participant is a "covered employee" as that term is defined in Section 162(m)(3) of the Code, or would be a covered employee if Benefits were distributed in accordance with his or her Election, the maximum amount which may be distributed from the Participant's Account in any Plan Year...

  • Page 118
    ... of cash and second, to the extent necessary to satisfy the minimum tax withholding requirements, from the proceeds of the sale of shares of Company Common Stock distributed to the Participant, which sale the Participant authorizes as a condition of participation in the Plan. 9.9 Section...

  • Page 119
    ...for the electronic administration of the Plan, including specifically the distribution of Participant communications, Elections and tax information; 10.2.4 Establish the rules and procedures by which the Plan will operate that are consistent with the terms of the Plan documents and Code Section 409A...

  • Page 120
    ... of such denial within 90 days of the date the letter claiming benefits is received by the Committee. If special circumstances require an extension of time, written notice of the extension shall be furnished to the claimant within the initial 901day period. 10.5.2 Notice of the denial shall set...

  • Page 121
    ... the operation of the Plan for a fixed or indeterminate period of time, or to terminate the Plan and provide for all amounts to be distributed in a lump sum, to the extent permitted under Section 409A of the Code and the regulations issued thereunder. 11.4 Successor to Company . Any corporation or...

  • Page 122
    ... successfully closed a transaction in which the Company acquired the assets or the outstanding stock of such unrelated corporation. 12.2 Transfers in from Other Plans . There may be transferred directly from the trustee of another nonqualified, funded, deferred compensation plan (an "Other Plan") to...

  • Page 123
    ...plans. 13.8 federal law. Governing Law . This Plan shall be construed under the laws of the State of California, except to the extent preempted by IN WITNESS WHEREOF, this Plan has been adopted by the Company effective as of the Effective Date. QUALCOMM Incorporated Dated: July 8, 2012 By: Name...

  • Page 124
    ... 2006 Long-Term Incentive Plan As Amended and Restated The QUALCOMM Incorporated 2006 Long-Term Incentive Plan, as amended and restated, is hereby amended, pursuant to the resolution adopted by the Compensation Committee of the Board of Directors on September 30, 2012, as follows, effective as...

  • Page 125
    QUALCOMM Incorporated 2006 Long-Term Incentive Plan Global Employee Stock Option Grant Notice QUALCOMM Incorporated (the "Company"), pursuant to its 2006 Long-Term Incentive Plan (the "Plan") hereby grants you a non-qualified stock option to purchase the number of shares of the Company's common ...

  • Page 126
    ... Jacobs Chief Executive Officer Dated: «Grant_Date» Optionee: Signature:_____ Optionee: GrantNo: Date:_____ Attachment: Global Employee Stock Option Agreement (A1) Once you have acknowledged online, please sign and fax this entire Grant Notice to QUALCOMM Incorporated United States at the number...

  • Page 127
    QUALCOMM Incorporated 2006 Long-Term Incentive Plan Global Employee Stock Option Grant Notice QUALCOMM Incorporated (the "Company"), pursuant to its 2006 Long-Term Incentive Plan (the "Plan") hereby grants you a non-qualified stock option to purchase the number of shares of the Company's common ...

  • Page 128
    ...Option, and the Company shall have no obligation whatsoever to provide notice to you of any matter, including, but not limited to, the date this Option terminates. QUALCOMM Incorporated: By: /s/ Dr. Paul E. Jacobs Chief Executive Officer Dated: «Grant_Date» Attachment: Global Employee Stock Option...

  • Page 129
    ...which it is offered. QUALCOMM Incorporated 2006 Long-Term Incentive Plan Global Employee Stock Option Grant Notice QUALCOMM Incorporated (the "Company"), pursuant to its 2006 Long-Term Incentive Plan (the "Plan") hereby grants you a non-qualified stock option to purchase the number of shares of the...

  • Page 130
    ...Option, and the Company shall have no obligation whatsoever to provide notice to you of any matter, including, but not limited to, the date this Option terminates. QUALCOMM Incorporated: By: /s/ Dr. Paul E. Jacobs Chief Executive Officer Dated: «Grant_Date» Attachment: Global Employee Stock Option...

  • Page 131
    QUALCOMM Incorporated 2006 Long-Term Incentive Plan Global Employee Stock Option Agreement Pursuant to the Grant Notice and this Global Employee Stock Option Agreement including any country-specific terms set forth in the Addendum to this Agreement (together, this Agreement and the Addendum are ...

  • Page 132
    ... the Tax-Related Items due as a result of any aspect of your participation in the Plan. The Fair Market Value of any share of Stock withheld pursuant to this Section 2.3 shall be equal to the closing price of a share of Stock as quoted on any national or regional securities exchange or market system...

  • Page 133
    ... defined below), then, subject to your execution of a general release of claims satisfactory to the Company, (A) the vesting of this Option shall be accelerated effective as of the date on which your Service terminates by (I) ten percent (10%) of the shares which would otherwise be unvested on such...

  • Page 134
    ... the Company as of the Date of Grant, then this subsection (iv) shall be without force or effect, and the vesting and exercisability of each outstanding Option and any shares acquired upon the exercise thereof shall be determined under any other applicable provision of the Plan, the Grant Notice or...

  • Page 135
    ...a sale within the applicable time periods set forth in Section 2.5(a) of shares acquired upon the exercise of this Option would subject you to suit under Section 16(b) of the Exchange Act, this Option shall remain exercisable until the earliest to occur of (i) the tenth (10th) day following the date...

  • Page 136
    ... Group then held by you, in any benefit or compensation plans and programs, including, but not limited to, the Participating Company Group's life, disability, health, dental, medical, savings, profit sharing, stock purchase and retirement plans, if any, in which you were participating immediately...

  • Page 137
    ..., you agree not to sell any of the shares of Stock received upon exercise of this Option at a time when applicable laws or Company policies prohibit a sale. 5. Termination of this Option . The term of this Option commences on the Date of Grant (as specified in the Grant Notice) and expires and shall...

  • Page 138
    ...by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of the person to whom the Incentive Stock Option is granted only by such person. A vested Nonstatutory Stock Option shall not be transferable in any manner (including without limitation, sale, alienation...

  • Page 139
    ... Company's counsel deem it necessary or advisable in the exercise of their discretion, the issuance of the shares of Stock upon exercise of this Option may be conditioned upon you making certain representations, warranties, and acknowledgments relating to compliance with applicable securities laws...

  • Page 140
    ...you understand that you may contact the Stock Administration department at QUALCOMM Incorporated, 5775 Morehouse Drive, San Diego, CA 92121. 13. Nature of Grant . In accepting this Option, you acknowledge and agree that: (a) the Plan is established voluntarily by the Company, it is discretionary in...

  • Page 141
    ... or sale of the underlying shares of Stock; you are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan; and if you are employed or providing services outside the United States...

  • Page 142
    ... comply with any applicable law or government regulation. No amendment or addition to this Agreement shall be effective unless in writing or, in such electronic form as may be designated by the Company. 18. Governing Plan Document . This Option is subject to this Agreement, the Grant Notice and all...

  • Page 143
    ... in the Plan through an online or electronic system established and maintained by the Company or a third party designated by the Company, as set forth herein. 22. Addendum . Notwithstanding any provisions in this Agreement, this Option shall be subject to any special terms and conditions set forth...

  • Page 144
    QUALCOMM Incorporated 2006 Long-Term Incentive Plan Global Employee Stock Option Agreement Country Addendum The additional terms and conditions set forth below are specifically incorporated into the Global Employee Stock Option Agreement. These terms and conditions govern the Option granted to you ...

  • Page 145
    ... and conditions of your employment; and (c) the income from the Option, if any, is not part of your remuneration from employment. CANADA Manner of Exercising Option Due to Canadian tax law, you are prohibited from tendering shares of the Company's Stock to pay the exercise price or any Tax-Related...

  • Page 146
    ... that you should instruct the broker to: (a) sell all of the shares of Stock issued upon exercise; (b) use the proceeds to pay the exercise price, brokerage fees and any applicable Tax-Related Items; and (c) remit the balance in cash to you. In the event of changes in regulatory requirements, the...

  • Page 147
    ...cause. HONG KONG Securities Law Notice Warning: This Option and any shares of Stock issued upon exercise of the Option do not constitute a public offering of securities under Hong Kong law and are available only to employees of the Company and its Subsidiary Corporations or Affiliates. The Plan, the...

  • Page 148
    ... Exchange Control Notice You may pay the exercise price in cash or through a cashless sell-all method of exercise whereby you instruct the broker to sell all of the shares of Stock issued upon exercise, use the proceeds to pay the exercise price, brokerage fees and any applicable Tax-Related Items...

  • Page 149
    ... may hold certain personal information about you, including your name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any shares of Stock or directorships held in the Company, details of this Option or any...

  • Page 150
    ... affect your ability to participate in the Plan. The Controller of personal data processing is QUALCOMM Incorporated, with registered offices at 5775 Morehouse Drive, San Diego, California 92121, U.S.A., and, pursuant to Legislative Decree no. 196/2003, its representative in Italy is QUALCOMM Europe...

  • Page 151
    ... you. This offer and, in your case, the purchase of shares of Stock does not, in any way, establish a labor relationship between you and the Company and it does not establish any rights between you and the Employer. The Company, with registered offices at 5775 Morehouse Drive, San Diego, California...

  • Page 152
    ...Option grant, you shall receive details of the current web addresses for the webpages at which each of these documents may be accessed. 1. 2. 3. 4. The Company's most recent Annual Report; The Company's most recent published financial statements; The 2006 Long-Term Incentive Plan; The 2006 Long-Term...

  • Page 153
    ... Long-Term Incentive Plan Global Employee Stock Option Agreement. A copy of the above documents will be provided to you, free of charge, on written request to the Stock Administration Department at QUALCOMM Incorporated, with registered offices at 5775 Morehouse Drive, San Diego, California 92121...

  • Page 154
    ... should instruct the broker to: (a) sell all of the Stock issued upon exercise; (b) use the proceeds to pay the exercise price, brokerage fees and any applicable Tax-Related Items; and (c) remit the balance in cash to you. If the Company imposes a cashless sell-all exercise requirement, in its sole...

  • Page 155
    ... Law Notice This Option is being offered only to eligible Employees, Consultants and Directors and is in the nature of providing equity incentives to Employees, Consultants and Directors of a Participating Company in the United Arab Emirates. Any documents related to the Option, including the Plan...

  • Page 156
    ... may be payable. If you are a director or executive officer of the Company, you acknowledge that you will be responsible for reporting and paying any income tax and National Insurance Contributions due on this additional benefit directly to the HMRC under the self-assessment regime. VENEZUELA...

  • Page 157
    ... instruct the broker to: (a) sell all of the Stock issued upon exercise; (b) use the proceeds to pay the exercise price, brokerage fees and any applicable taxes; and (c) remit the balance in cash to you. In the event of changes in regulatory requirements, the Company reserves the right to eliminate...

  • Page 158
    QUALCOMM Incorporated 2006 Long-Term Incentive Plan Global Employee Restricted Stock Unit Grant Notice QUALCOMM Incorporated (the "Company"), pursuant to its 2006 Long-Term Incentive Plan (the "Plan") hereby grants you the number of Restricted Stock Units set forth below, each of which is a ...

  • Page 159
    ... of stock in the Company and supersedes all prior oral and written agreements pertaining to this particular Restricted Stock Unit Award. QUALCOMM Incorporated: By: /s/ Dr. Paul E. Jacobs Chief Executive Officer Dated: «Grant_Date» Attachment: Global Employee Restricted Stock Unit Agreement...

  • Page 160
    ... and conditions on which it is offered. QUALCOMM Incorporated 2006 Long-Term Incentive Plan Global Employee Restricted Stock Unit Grant Notice QUALCOMM Incorporated (the "Company"), pursuant to its 2006 Long-Term Incentive Plan (the "Plan") hereby grants you the number of Restricted Stock Units set...

  • Page 161
    ... of stock in the Company and supersede all prior oral and written agreements pertaining to this particular Restricted Stock Unit Award. QUALCOMM Incorporated: By: /s/ Dr. Paul E. Jacobs Chief Executive Officer Dated: «Grant_Date» Attachment: Global Employee Restricted Stock Unit Agreement...

  • Page 162
    QUALCOMM Incorporated 2006 Long-Term Incentive Plan Global Employee Restricted Stock Unit Agreement Pursuant to the Grant Notice and this Global Employee Restricted Stock Unit Agreement including any countryspecific terms set forth in the Addendum to the Agreement (together, the Agreement and the ...

  • Page 163
    ...Stock Units shall be accelerated in full effective as of the date on which your Service terminates. For this purpose, " Termination After Change in Control " shall mean either of the following events... Service to the Participating Company Group within a reasonable period of time following the event ...

  • Page 164
    ... Group then held by you, in any benefit or compensation plans and programs, including, but not limited to, the Participating Company Group's life, disability, health, dental, medical, savings, profit sharing, stock purchase and retirement plans, if any, in which you were participating immediately...

  • Page 165
    ... the Tax-Related Items due as a result of any aspect of your participation in the Plan. The Fair Market Value of any share of Stock withheld pursuant to this Section 3 shall be equal to the closing price of a share of Stock as quoted on any national or regional securities exchange or market system...

  • Page 166
    ... for tax purposes, in which case Fair Market Value shall mean the value of a share of Stock calculated in accordance with such methodology). The number of additional Restricted Stock Units credited as Dividend Equivalents on the dividend payment date will be determined by dividing (1) the product of...

  • Page 167
    ... not to sell any of the shares of Stock received under this Restricted Stock Unit Award at a time when applicable laws or Company policies prohibit a sale. 7. Transferability. Prior to the issuance of shares of Stock in payment of all Restricted Stock Units, your Restricted Stock Units shall not...

  • Page 168
    ... certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, and any shares of stock or directorships held in the Company, and details of...

  • Page 169
    ... understand that you may contact the Stock Administration department at QUALCOMM Incorporated, 5775 Morehouse Drive, San Diego, CA 92121. 15. Nature of Grant. In accepting this Restricted Stock Unit Award, you acknowledge and agree that: (a) the Plan is established voluntarily by the Company, it is...

  • Page 170
    ... the Restricted Stock Unit Award or any such benefits transferred to, or assumed by, another company, nor to be exchanged, cashed out or substituted for, in connection with any corporate transaction affecting the Company's Stock; (k) the Company is not providing any tax, legal or financial advice...

  • Page 171
    ...addition to this Agreement shall be effective unless in writing or in such electronic form as may be designated by the Company. 20. Governing Plan Document. This Restricted Stock Unit Award is subject to this Agreement, the Grant Notice and all the provisions of the Plan, the provisions of which are...

  • Page 172
    ...the Addendum, the special terms and conditions for such country will apply to you, to the extent the Company determines that the application of such terms and conditions is necessary or advisable in order to comply with local law or facilitate the administration of the Plan. The Addendum constitutes...

  • Page 173
    ... incorporated into the Global Employee Restricted Stock Unit Agreement (together, the Agreement and this Addendum are referred to herein as the "Agreement"). These terms and conditions govern the Restricted Stock Units granted to you under the Plan if you are working in one of the countries...

  • Page 174
    ... of that sale to satisfy all applicable Tax-Related Items withholding obligations related to your participation in the Plan and legally applicable to you. BRAZIL Compliance Notice By accepting the Restricted Stock Unit Award, you agree to comply with all applicable Brazilian laws and pay any and...

  • Page 175
    ...the Company's designated broker is under no obligation to arrange for the sale of the Stock at any particular price. Upon the sale of the Stock, the proceeds, less any Tax-Related Items and brokerage fees or commissions, will be remitted to you in accordance with any applicable exchange control laws...

  • Page 176
    .... HONG KONG Securities Law Notice Warning: The Restricted Stock Units and any shares of Stock to be issued pursuant to the Restricted Stock Unit Award do not constitute a public offering of securities under Hong Kong law and are available only to Employees, Directors and Consultants of the Company...

  • Page 177
    ... applicable exchange control laws in India. ISRAEL Grant Subject to Terms and Conditions of Israeli Sub-Plan The Restricted Stock Unit Award is offered to you subject to, and in accordance with, the terms of the Plan and the Israeli Sub-Plan to the QUALCOMM Incorporated 2006 Long-Term Incentive Plan...

  • Page 178
    ... affect your ability to participate in the Plan. The Controller of personal data processing is QUALCOMM Incorporated, with registered offices at 5775 Morehouse Drive, San Diego, California 92121, U.S.A., and, pursuant to Legislative Decree no. 196/2003, its representative in Italy is QUALCOMM Europe...

  • Page 179
    ...3: Tax Withholding; Section 8: Restricted Stock Units Not a Service Contract; Section 15: Nature of Grant; Section 16: Applicable Law; and the sections applicable to your country contained in the Addendum. MEXICO Labor Law and Plan Document Acknowledgment By accepting the Restricted Stock Unit Award...

  • Page 180
    ... the Company, with registered offices at 5775 Morehouse Drive, San Diego, California 92121, U.S.A., is solely responsible for the administration of the Plan and your participation in the Plan and any acquisition of shares of Stock does not, in any way, establish an employment or service relationship...

  • Page 181
    ... shares of Stock upon vesting of the Restricted Stock Units and you will not receive any compensation or benefits in lieu of the Restricted Stock Units. You acknowledge that you are permitted to sell shares of Stock acquired under the Plan through the designated Plan broker appointed by the Company...

  • Page 182
    ... Company's designated broker is under no obligation to arrange for the sale of the Stock at any particular price. Upon the sale of the Stock, you will receive the proceeds, less any Tax-Related Items and brokerage fees or commissions. SINGAPORE Securities Law Notice The Restricted Stock Unit Award...

  • Page 183
    ... offered to eligible Employees, Consultants and Directors and is in the nature of providing equity incentives to Employees, Consultants and Directors of a Participating Company in the United Arab Emirates. Any documents related to the Restricted Stock Unit Award, including the Plan, the Grant Notice...

  • Page 184
    ... price. Upon the sale of the Stock, you will receive the proceeds, less any Tax-Related Items and brokerage fees or commissions. Exchange Control Restrictions By accepting the Restricted Stock Unit Award, you acknowledge that you understand and agree that all cash proceeds from the sale of shares...

  • Page 185
    ...QUALCOMM Incorporated: By: /s/ Dr. Paul E. Jacobs Chairman of the Board and Chief Executive Officer Dated: «Grant_Date» Attachment: Employee Performance Stock Unit Agreement (PSU A1) _____ 1 A copy of the Plan can be obtained from the Stock Administration website, located on the Company's internal...

  • Page 186

  • Page 187
    ... 2006 Long-Term Incentive Plan Employee Performance Stock Unit Agreement Pursuant to the Grant Notice and this Employee Performance Stock Unit Agreement (the " Agreement "), QUALCOMM Incorporated (the " Company ") has granted you a Performance Stock Unit Award with respect to the number of shares of...

  • Page 188
    ... " Average Price " means the average official closing price per share over the 30-consecutivetrading days ending with and including the applicable day (if the applicable day is not a trading day, the next preceding trading day). (c) " Company TSR " means the Company's TSR for the Performance Period...

  • Page 189
    ... be equal to the closing price of a share of Stock as quoted on any national or regional securities exchange or market system constituting the primary market for the Stock on the date of determination (or, if there is no closing price on that day, the last trading day prior to that day) or, if the...

  • Page 190
    ... Periods specified in the Grant Notice. (c) Normal Retirement Age. If your Service with the Employer terminates at or after Normal Retirement Age, the vesting of your Performance Stock Units shall be accelerated in full effective as of the date on which your Service terminates, but the number...

  • Page 191
    ... Group then held by you, in any benefit or compensation plans and programs, including, but not limited to, the Participating Company Group's life, disability, health, dental, medical, savings, profit sharing, stock purchase and retirement plans, if any, in which you were participating immediately...

  • Page 192
    ... be entitled to Dividend Equivalents on the dividend payment date established by the Company equal to the cash dividends payable on the same number of shares of Stock as the number of Shares Earned and the number of any Target Shares to which you are entitled upon termination of Service due to death...

  • Page 193
    ... not to sell any of the shares of Stock received under this Performance Stock Unit Award at a time when applicable laws or Company policies prohibit a sale. 6. Change in Control. In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business...

  • Page 194
    ..., payable (if at all) only from the general assets of the Company. 8. Performance Stock Units Not a Service Contract. This Performance Stock Unit Award is not an employment or service contract and nothing in this Agreement, the Grant Notice or the Plan shall be deemed to create in any way whatsoever...

  • Page 195
    ... to this Agreement shall be effective unless in writing or in such electronic form as may be designated by the Company. 17. Governing Plan Document. Your Performance Stock Unit Award is subject to this Agreement, the Grant Notice and all the provisions of the Plan, the provisions of which are...

  • Page 196
    ... electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the internet site...

  • Page 197
    ...QUALCOMM Incorporated: By: /s/ Dr. Paul E. Jacobs Chairman of the Board and Chief Executive Officer Dated: «Grant_Date» Attachment: Employee Performance Stock Unit Agreement (PSU A3) _____ 1 A copy of the Plan can be obtained from the Stock Administration website, located on the Company's internal...

  • Page 198

  • Page 199
    ... 2006 Long-Term Incentive Plan Employee Performance Stock Unit Agreement Pursuant to the Grant Notice and this Employee Performance Stock Unit Agreement (the " Agreement "), QUALCOMM Incorporated (the " Company ") has granted you a Performance Stock Unit Award with respect to the number of shares of...

  • Page 200
    ... " Average Price " means the average official closing price per share over the 30-consecutivetrading days ending with and including the applicable day (if the applicable day is not a trading day, the next preceding trading day). (c) " Company TSR " means the Company's TSR for the Performance Period...

  • Page 201
    ... Target Shares for any and all subsequent Performance Periods specified in the Grant Notice. (c) Normal Retirement Age. If your Service with the Employer terminates at or after Normal Retirement Age, the vesting of your Performance Stock Units shall be accelerated in full effective as of the date on...

  • Page 202
    ... accelerated in full effective as of the date on which your Service terminates, but the number of shares of Stock that shall be issued to you by the Company under Section 2.2 shall be prorated and paid as follows. The Company shall issue to you, within 30 days after the end of the Performance Period...

  • Page 203
    ... Group then held by you, in any benefit or compensation plans and programs, including, but not limited to, the Participating Company Group's life, disability, health, dental, medical, savings, profit sharing, stock purchase and retirement plans, if any, in which you were participating immediately...

  • Page 204
    ... be equal to the closing price of a share of Stock as quoted on any national or regional securities exchange or market system constituting the primary market for the Stock on the date of determination (or, if there is no closing price on that day, the last trading day prior to that day) or, if the...

  • Page 205
    ... not to sell any of the shares of Stock received under this Performance Stock Unit Award at a time when applicable laws or Company policies prohibit a sale. 6. Change in Control. In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business...

  • Page 206
    ..., payable (if at all) only from the general assets of the Company. 8. Performance Stock Units Not a Service Contract. This Performance Stock Unit Award is not an employment or service contract and nothing in this Agreement, the Grant Notice or the Plan shall be deemed to create in any way whatsoever...

  • Page 207
    ... or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the last address you provided to the Company. 14. Applicable Law. This Agreement shall be governed by the laws of the State of California as if the...

  • Page 208
    ... to this Agreement shall be effective unless in writing or in such electronic form as may be designated by the Company. 17. Governing Plan Document. Your Performance Stock Unit Award is subject to this Agreement, the Grant Notice and all the provisions of the Plan, the provisions of which are...

  • Page 209
    ... it is offered. QUALCOMM Incorporated 2006 Long-Term Incentive Plan Performance Stock Unit Grant Notice For Employees in the United Kingdom QUALCOMM Incorporated (the "Company"), pursuant to its 2006 Long-Term Incentive Plan (the "Plan") hereby grants to the Participant named below the number of...

  • Page 210
    ... of the terms, conditions and procedures established by the Company with respect to the Performance Stock Units. QUALCOMM Incorporated: By: /s/ Dr. Paul E. Jacobs Chairman of the Board and Chief Executive Officer Dated: «Grant_Date» Attachment: Performance Stock Unit Agreement for Employees in the...

  • Page 211
    ... " Company ") has granted you a Performance Stock Unit Award with respect to the number of shares of the Company's common stock (" Stock ") indicated in the Grant Notice. Capitalized terms not explicitly defined in this Agreement but defined in the QUALCOMM Incorporated 2006 Long-Term Incentive Plan...

  • Page 212
    ... " Average Price " means the average official closing price per share over the 30-consecutivetrading days ending with and including the applicable day (if the applicable day is not a trading day, the next preceding trading day). (c) " Company TSR " means the Company's TSR for the Performance Period...

  • Page 213
    ... period pursuant to local law). (a) Disability. If your Service with the Employer terminates because of your Disability, the vesting of your Performance Stock Units shall be accelerated in full effective as of the date on which your Service terminates due to your Disability, but the number of shares...

  • Page 214
    ... Periods specified in the Grant Notice. (c) Normal Retirement Age. If your Service with the Employer terminates at or after Normal Retirement Age, the vesting of your Performance Stock Units shall be accelerated in full effective as of the date on which your Service terminates, but the number...

  • Page 215
    ... in effect for the benefit of any employee or service provider group which customarily includes a person holding the employment or service provider position or a comparable position with the Participating Company Group then held by you, in any benefit or compensation plans and programs, including...

  • Page 216
    ... the treatment of any Tax-Related Items in connection with any aspect of the Performance Stock Units, including the grant, vesting or payment of the Performance Stock Units, the subsequent sale of any shares of Stock acquired pursuant to such payment or the receipt of any dividends and/or any...

  • Page 217
    ... the Tax-Related Items due as a result of any aspect of your participation in the Plan. The " Fair Market Value " of any Stock withheld pursuant to this Section 2.5 shall be equal to the closing price of a share of Stock as quoted on any national or regional securities exchange or market system...

  • Page 218
    ... originally subject to this Performance Stock Unit Award, except that any fractional shares attributable to Dividend Equivalents will be paid in cash within thirty (30) days following the date of payment of the Shares Earned and/or Target Shares Earned based on the Fair Market Value (as specified in...

  • Page 219
    ... not to sell any of the shares of Stock received under this Performance Stock Unit Award at a time when applicable laws or Company policies prohibit a sale. 6. Change in Control. In the event of a Change in Control, the surviving, continuing, successor, or purchasing corporation or other business...

  • Page 220
    ..., payable (if at all) only from the general assets of the Company. 8. Performance Stock Units Not a Service Contract. This Performance Stock Unit Award is not an employment or service contract and nothing in this Agreement, the Grant Notice or the Plan shall be deemed to create in any way whatsoever...

  • Page 221
    ... the United States) may have different data privacy laws and protections than your country. You understand that you may request a list with the names and addresses of any potential recipients of Data by contacting the Company's Stock Administration department. You authorize the Company, E*TRADE and...

  • Page 222
    ...you may contact the Stock Administration department at QUALCOMM Incorporated, 5775 Morehouse Drive, San Diego, CA 92121. 15. that: (a) the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time...

  • Page 223
    ...acquisition or sale of the underlying shares of Stock; you are hereby advised to consult with your own personal tax, legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan. 16. Applicable Law. This Agreement shall be governed by the laws of...

  • Page 224
    ... electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the internet site...

  • Page 225
    ...2012 Annual Cash Incentive Plan Performance Unit Agreement This Award Agreement between QUALCOMM Incorporated (the " Company ") and [ Insert Name ] (the " Executive ") evidences the grant of a Performance Unit (this " Award ") under the QUALCOMM Incorporated 2006 Long-Term Incentive Plan (the " Plan...

  • Page 226
    I hereby acknowledge that I have read, understand, and accept the terms of this Award Agreement, the Plan, and the Repayment Policy. Executive Name: Date: Attachments: Appendix A Repayment Policy

  • Page 227
    ...by the Financial Accounting Standards Board as of the Grant Date (" GAAP "), but determined excluding (1) results from operations of the Qualcomm Strategic Initiative ("QSI") segment; (2) all share-based compensation other than amounts related to share-based awards granted under a bonus program that...

  • Page 228
    Potential Payout Level Maximum Target Threshold Weighted Achievement Ratio 1.50 and above 1.10 1.00 0.95 0.80 Below 0.80 Incentive Multiple 2.50 1.74 1.00 0.63 0.30 0.00 The Incentive Multiple increases 2.2% for each 1% improvement in the Weighted Achievement Ratio from 0.80 to 0.95; 7.4% for ...

  • Page 229
    ...2012 Annual Cash Incentive Plan Performance Unit Agreement This Award Agreement between QUALCOMM Incorporated (the " Company ") and [ Insert Name ] (the " Executive ") evidences the grant of a Performance Unit (this " Award ") under the QUALCOMM Incorporated 2006 Long-Term Incentive Plan (the " Plan...

  • Page 230
    I hereby acknowledge that I have read, understand, and accept the terms of this Award Agreement, the Plan, and the Repayment Policy. Executive Name: Date: Attachments: Appendix A Repayment Policy

  • Page 231
    ... Targets 18,566,639 6,967,868 $ $ " Non-GAAP revenues " and " Non-GAAP operating income " are as reported in the Company's fiscal 2012 annual earnings release, subject to adjustments pursuant to the policy established by the Committee. The Company applies a relative weighting of 40% to Non-GAAP...

  • Page 232
    ...-Term Incentive Plan Non-Employee Director Deferred Stock Unit Agreement Pursuant to the Grant Notice and this Non-Employee Director Deferred Stock Unit Agreement (the "Agreement"), QUALCOMM Incorporated (the "Company") has granted you a Deferred Stock Unit Award with respect to the number of shares...

  • Page 233
    ... the number of your Deferred Stock Units as of the corresponding dividend record date (including any Deferred Stock Units previously credited as a result of prior payments of Dividend Equivalents) and (b) the per-share cash dividend paid on the dividend payment date, by (2) the per-share Fair Market...

  • Page 234
    ... Award, you agree not to sell any of the shares of Stock received under this Deferred Stock Unit Award at a time when applicable laws or Company policies prohibit a sale. 6. Transferability. Prior to the issuance of shares of Stock in settlement of a Deferred Stock Unit Award, the Award shall not...

  • Page 235
    ... addition to this Agreement shall be effective unless in writing or in such electronic form as may be designated by the Company. 16. Governing Plan Document. Your Deferred Stock Unit Award is subject to this Agreement, the Grant Notice and all the provisions of the Plan, the provisions of which are...

  • Page 236
    third party involved in administering the Plan, the delivery of the document via electronic mail ("e-mail") or such other means of electronic delivery specified by the Company. 5

  • Page 237
    ... 2006 Long-Term Incentive Plan Non-Employee Director Deferred Stock Unit Agreement For Non-Employee Directors in Spain Pursuant to the Grant Notice and this Non-Employee Director Deferred Stock Unit Agreement for Directors in Spain (the "Agreement"), QUALCOMM Incorporated (the "Company") has granted...

  • Page 238
    ... later of the date of the election or the Date of the Grant specified in the Grant Notice. 3. Tax Withholding. As a non-employee Director of the Company, you should report any income you derive from the Deferred Stock Unit Award and pay all applicable income taxes and social insurance contributions...

  • Page 239
    ... the number of your Deferred Stock Units as of the corresponding dividend record date (including any Deferred Stock Units previously credited as a result of prior payments of Dividend Equivalents) and (b) the per-share cash dividend paid on the dividend payment date, by (2) the per-share Fair Market...

  • Page 240
    ... certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, and any shares of stock or directorships held in the Company, and details of...

  • Page 241
    ... that you may contact the Stock Administration department at QUALCOMM Incorporated, 5775 Morehouse Drive, San Diego, CA 92121. 15. Nature of Grant. In accepting the Deferred Stock Unit Award, you acknowledge and agree that: (a) the Plan is established voluntarily by the Company, it is discretionary...

  • Page 242
    ... or sale of the underlying shares of Stock; and (h) you are hereby advised to consult with your own personal legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan. 16. Applicable Law. This Agreement shall be governed by the laws of...

  • Page 243
    ... electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the internet site...

  • Page 244
    QUALCOMM Incorporated 2006 Long-Term Incentive Plan Non-Employee Director Deferred Stock Unit Grant Notice QUALCOMM Incorporated (the "Company"), pursuant to its 2006 Long-Term Incentive Plan (the "Plan") hereby grants to the Participant named below the number of Deferred Stock Units set forth below...

  • Page 245
    QUALCOMM Incorporated 2006 Long-Term Incentive Plan Non-Employee Director Deferred Stock Unit Grant Notice QUALCOMM Incorporated (the "Company"), pursuant to its 2006 Long-Term Incentive Plan (the "Plan") hereby grants to the Participant named below the number of Deferred Stock Units set forth below...

  • Page 246
    ...to the number of shares of the Company's common stock ("Stock") indicated in the Grant Notice. Capitalized terms not explicitly defined in this Agreement but defined in the QUALCOMM Incorporated 2006 Long-Term Incentive Plan (the "Plan") shall have the same definitions as in the Plan. The details of...

  • Page 247
    ... after the later of (i) the date of the election or (ii) the Date of Grant specified in the Grant Notice. 3. Tax Withholding. As a Non-Employee Director of the Company, you should report any income you derive from the Restricted Stock Units and pay all applicable income taxes and National Insurance...

  • Page 248
    ... number of your Restricted Stock Units as of the corresponding dividend record date (including any Restricted Stock Units previously credited as a result of prior payments of Dividend Equivalents) and (b) the per-share cash dividend paid on the dividend payment date, by (2) the per-share Fair Market...

  • Page 249
    ... certain personal information about you, including, but not limited to, your name, home address and telephone number, date of birth, social security or insurance number or other identification number, salary, nationality, and any shares of stock or directorships held in the Company, and details of...

  • Page 250
    ... understand that you may contact the Stock Administration department at QUALCOMM Incorporated, 5775 Morehouse Drive, San Diego, CA 92121. 15. Nature of Grant. In accepting the Restricted Stock Unit Award, you acknowledge and agree that: (a) the Plan is established voluntarily by the Company, it is...

  • Page 251
    ... or sale of the underlying shares of Stock; and (h) you are hereby advised to consult with your own personal legal and financial advisors regarding your participation in the Plan before taking any action related to the Plan. 16. Applicable Law. This Agreement shall be governed by the laws of...

  • Page 252
    ... electronically the Grant Notice to the Company or to such third party involved in administering the Plan as the Company may designate from time to time. Such means of electronic delivery may include but do not necessarily include the delivery of a link to a Company intranet or the internet site...

  • Page 253
    QUALCOMM Incorporated 2006 Long-Term Incentive Plan Non-Employee Director Restricted Stock Unit Grant Notice QUALCOMM Incorporated (the "Company"), pursuant to its 2006 Long-Term Incentive Plan (the "Plan") hereby grants to the Participant named below the number of Restricted Stock Units set forth ...

  • Page 254
    ..., Atheros Communications KK, incorporated in Japan; Atheros International LLC, incorporated in Delaware and QUALCOMM Atheros Canada Corporation, incorporated in Canada, do business under their own names. The Company consolidates QCA in its financial statements. QUALCOMM Global Trading Pte...

  • Page 255
    ... of QUALCOMM Incorporated of our report dated November 7, 2012 relating to the consolidated financial statements, the financial statement schedule and the effectiveness of internal control over financial reporting, which appears in this Form 10-K. /s/ PricewaterhouseCoopers LLP San Diego, California...

  • Page 256
    ... financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer...

  • Page 257
    ... financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer...

  • Page 258
    ... (18 U.S.C. SECTION 1350) In connection with the accompanying Annual Report of QUALCOMM Incorporated (the "Company") on Form 10-K for the fiscal year ended September 30, 2012 (the "Report"), I, Paul Jacobs, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted...

  • Page 259
    ... U.S.C. SECTION 1350) In connection with the accompanying Annual Report of QUALCOMM Incorporated (the "Company") on Form 10-K for the fiscal year ended September 30, 2012 (the "Report"), I, William E. Keitel, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. §1350, as adopted...