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QUALCOMM INC/DE
FORM 10-K
(Annual Report)
Filed 11/05/14 for the Period Ending 09/28/14
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 Semiconductors
Sector Technology
Fiscal Year 09/25
http://www.edgar-online.com
© Copyright 2014, 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 11/05/14 for the Period Ending 09/28/14 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
    ... EXCHANGE ACT OF 1934 For the fiscal year ended September 28, 2014 OR 3 TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to . Commission file number 0-19528 QUALCOMM Incorporated (Exact name of registrant as specified in its...

  • Page 3
    ...closing price as reported on the NASDAQ Global Select Market. The number of shares outstanding of the registrant's common stock was 1,662,600,946 at November 3, 2014 . DOCUMENTS INCORPORATED BY REFERENCE Portions of the registrant's Definitive Proxy Statement to be filed with the Commission pursuant...

  • Page 4
    ... about Market Risk Financial Statements and Supplementary Data Changes in and Disagreements with Accountants on Accounting and Financial Disclosure Controls and Procedures Other Information PART III Item 10. Item 11. Item 12. Item 13. Item 14. Directors, Executive Officers and Corporate Governance...

  • Page 5
    TRADEMARKS Qualcomm, Snapdragon, MSM, Adreno, Gobi and Wireless Reach are trademarks of Qualcomm Incorporated, registered in the United States and other countries. Pixtronix is a trademark of Pixtronix, Inc., a subsidiary of Qualcomm Incorporated. Other products and brand names may be trademarks or ...

  • Page 6
    ... and TDMA (Time Division Multiple Access), of which GSM (Global System for Mobile Communications) is the primary commercial form, are the primary digital technologies currently used to transmit a wireless device user's voice or data over radio waves using a public cellular wireless network. We also...

  • Page 7
    ... digital cameras, video cameras, Global Positioning System (GPS) units and music players. Meeting data demand. As more smartphones and other connected devices come online, data usage is growing rapidly, putting a tremendous strain on the capacity of mobile networks. To meet the challenge resulting...

  • Page 8
    ... The growth in the use of wireless devices worldwide, such as smartphones and tablets, and demand for data services and applications requires continuous innovation to further improve the user experience, enable new services and increase network capacity, make use of different frequency bands...

  • Page 9
    ... data services inside the coverage area. To date, LTE's voice solution, VoLTE (voice over LTE), has been commercially deployed in only a small number of networks. LTE's releases are often combined and given "marketing" or "trade" names that also indicate their benefits. The name LTE covers releases...

  • Page 10
    ... Technology Licensing), and our QSI (Qualcomm Strategic Initiatives) reportable segment makes strategic investments. QSI did not have revenues in any periods presented. Revenues in fiscal 2014 , 2013 and 2012 for our reportable segments were as follows (in millions, except percentage data): QCT 2014...

  • Page 11
    ... of integration, quality, compliance with industry standards, price, time-to-market, system cost, design and engineering capabilities, new product innovation and customer support. QCT also competes in both single- and dual-mode environments against alternative communications technologies including...

  • Page 12
    ... cards, certain embedded modules for incorporation into end user products, the infrastructure equipment required to establish and operate a network, and equipment to test networks and subscriber units. QTL licensing revenues are comprised of license fees as well as royalties based on worldwide sales...

  • Page 13
    ...royalties on the sale of such products. QSI Segment. QSI makes strategic investments that are focused on opening new or expanding opportunities for our technologies and supporting the design and introduction of new products and services (or enhancing existing products or services) for voice and data...

  • Page 14
    ... Annual Report in "Notes to Consolidated Financial Statements, Note 8. Segment Information." Corporate Structure We operate our businesses through our parent company, QUALCOMM Incorporated, and multiple direct and indirect subsidiaries. We have developed our corporate structure in order to address...

  • Page 15
    ..., including products and software designed for the implementation of small cells, which can be used by carriers to extend the capacity of licensed and unlicensed wireless spectrum; the challenge of meeting the increased demand for data; the connected home and the Internet of Everything; data centers...

  • Page 16
    ...Exchange Commission (SEC). We also make available on our Internet site public financial information for which a report is not required to be filed with or furnished to the SEC. Our SEC reports and other financial information can be accessed through the investor relations section of our Internet site...

  • Page 17
    ... degree from the University of California, Los Angeles. Matthew S. Grob, age 48, has served as Executive Vice President, Qualcomm Technologies, Inc. and Chief Technology Officer since October 2012. He served as Executive Vice President, Qualcomm Incorporated and Chief Technology Officer from July...

  • Page 18
    ... Annual Report, including our financial statements and the related notes. Risks Related to Our Businesses Our revenues depend on commercial network deployments, expansions and upgrades of CDMA, OFDMA and other communications technologies, our customers' and licensees' sales of products and services...

  • Page 19
    ... cell sites deployed by users to connect to traditional cellular networks through wired internet connections) and products that enable Wi-Fi access to support significant network capacity expansion that will be needed to meet anticipated growth in mobile data traffic; identify potential acquisition...

  • Page 20
    ... that we develop products, including software associated with our integrated circuit products, that incorporate open source software elements and operate in an open source environment, which, under certain open source licenses, may offer accessibility to a portion of a product's source code and may...

  • Page 21
    ... companies that are currently unlicensed, particularly in China. Further, the royalty rates for single mode 4G products are generally lower than our royalty rates for 3G and 3G/4G multimode products, and therefore, we might not achieve the same licensing revenues on such LTE products as on 3G and 3G...

  • Page 22
    ...Notes to Consolidated Financial Statements, Note 7 - Commitments and Contingencies." The unfavorable resolution of one or more of these matters could have a material adverse effect on our business, results of operations, financial condition and/or cash flows. Depending on the type of matter, various...

  • Page 23
    ..., trade, foreign investments or loans, spectrum availability and license issuance, adoption of standards, the provision of device subsidies by wireless operators to their customers, taxation, environmental protection or employment, could have an adverse effect on our business. We are currently...

  • Page 24
    ..., small cell technology and addressing the challenge of meeting the increased demand for data; products for the connected home and the Internet of Everything; automotive; very high speed connectivity; new display technologies; data centers; mobile health; wireless charging; and machine learning...

  • Page 25
    ... or strategic investments may not generate financial returns or result in increased adoption or continued use of our technologies, products or services. In some cases, we may be required to consolidate or record our share of the earnings or losses of companies in which we have acquired ownership...

  • Page 26
    ... could result in substantial uninsured costs and divert management's attention and resources. We may not be able to attract and retain qualified employees. Our future success depends largely upon the continued service of our executive officers and other key management and technical personnel...

  • Page 27
    .... Our consolidated revenues from international customers as a percentage of our total revenues were greater than 90% during each of the last three fiscal years. Adverse movements in currency exchange rates may negatively affect our business and our operating results due to a number of factors...

  • Page 28
    ... in fiscal 2027. If we do not meet the criteria required to retain such incentives, our Singapore tax rate could increase prior to those dates, and our results of operations could be adversely affected. Tax rules may change in a manner that adversely affects our future reported financial results or...

  • Page 29
    ... Number of Buildings 37 Location United States Status Owned Total Square Footage 4,687 Primary Use Executive and administrative offices, research and development, sales and marketing, service functions, manufacturing and network management hub. Administrative offices, research and development, sales...

  • Page 30
    ... Delaware and also with the United States International Trade Commission (ITC) pursuant to Section 337 of the Tariff Act of 1930 against us, Samsung Electronics Co., Ltd., and other Samsung entities, alleging infringement of seven patents related to graphics processing. In the ITC complaint, Nvidia...

  • Page 31
    ... agencies. Based on the facts currently known, we believe the aggregate monetary value of the benefits in question to be less than $250,000, excluding employment compensation. On March 13, 2014, we received a Wells Notice from the SEC's Los Angeles Regional Office indicating that the staff has made...

  • Page 32
    ... loss cannot be reasonably estimated at this time. The unfavorable resolution of one or more of these matters could have a material adverse effect on our business, results of operations, financial condition or cash flows. We are engaged in numerous other legal actions not described above arising in...

  • Page 33
    ... 10 years from the grant date. The Board of Directors may terminate the 2006 Plan at any time. Additional information regarding our share-based compensation plans and plan activity for fiscal 2014 , 2013 and 2012 is provided in the notes to our consolidated financial statements in this Annual Report...

  • Page 34
    ... fourth quarter of fiscal 2014 were: Average Price Paid Per Share (1) Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs (2) (In thousands) Approximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs (2) (In millions) Total Number of Shares...

  • Page 35
    ... statements, related notes and other financial information appearing elsewhere herein. Years Ended (1) September 28, 2014 Statement of Operations Data: Revenues Operating income Income from continuing operations Discontinued operations, net of income taxes Net income attributable to Qualcomm...

  • Page 36
    ...(Qualcomm Technology Licensing), and our QSI (Qualcomm Strategic Initiatives) reportable segment makes strategic investments. Our reportable segments are operated by QUALCOMM Incorporated and its direct and indirect subsidiaries. Following our corporate reorganization at the beginning of fiscal 2013...

  • Page 37
    ... patents owned by QUALCOMM Incorporated. QCT is a leading developer and supplier of integrated circuits and system software based on CDMA, OFDMA and other technologies for use in voice and data communications, networking, application processing, multimedia and global positioning system products. QCT...

  • Page 38
    ...home; data center products; medical device connectivity and related data management; and augmented reality. During fiscal 2014 , we updated QMT's business plans and related internal forecasts to reflect decreases in expected cash flows. As a result of these updates, we tested the QMT division's long...

  • 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
    ... the first five years, provided that we meet specified employment and incentive criteria, and as a result of expiration of these incentives, our Singapore tax rate will increase in fiscal 2017 and again in fiscal 2027. We consider the operating earnings of certain non-United States subsidiaries to...

  • Page 41
    ...QCT and QTL segment revenues related to the products of Samsung Electronics and Hon Hai Precision Industry Co., Ltd/Foxconn, its affiliates and other suppliers to Apple Inc. comprised 49%, 43% and 38% of total consolidated revenues in fiscal 2014, 2013 and 2012, respectively. Revenues from customers...

  • Page 42
    ... in QCT gross margin percentage. Our margin percentage may continue to fluctuate in future periods depending on the mix of products sold and services provided, competitive pricing, new product introduction costs and other factors. Year Ended September 28, 2014 Research and development % of revenues...

  • Page 43
    ... for all years presented. The effective tax rate for fiscal 2014 reflected a tax benefit of $66 million related to fiscal 2013 resulting from an agreement reached with the Internal Revenue Service on components of our fiscal 2013 tax return. Additionally, the effective tax rate for fiscal 2014 as...

  • Page 44
    ... to fiscal 2013. During fiscal 2014, QCT revenues increased 12% relative to a combined increase of 5% in research and development expenses and selling, general and administrative expenses, whereas gross margin percentage decreased as a result of lower average selling prices and lower-margin product...

  • Page 45
    ...to continue to invest heavily in research and development for new technologies, applications and services for voice and data communications, primarily in the wireless industry. Cash outflows for capital expenditures were $1.2 billion and $1.0 billion in fiscal 2014 and 2013 , respectively. We expect...

  • Page 46
    ... due by fiscal period for our outstanding contractual obligations at September 28, 2014 (in millions): Beyond 2019 $ 29 25 - 8 $ 62 $ $ No Expiration Date - - 4 7 11 Total Purchase obligations (1) Operating lease obligations Equity funding and financing commitments (2) Other long-term liabilities...

  • Page 47
    ... results for fiscal 2014 (dollars in millions): Net cash provided by operating activities (GAAP) Capital expenditures Free cash flow (non-GAAP) Cash paid to repurchase shares of our common stock (before commissions) Cash dividends paid Total return of capital to stockholders Total return of capital...

  • Page 48
    ... on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this Annual Report. Management's Report on Internal Control over Financial Reporting Our management is...

  • Page 49
    ...over financial reporting during the fourth quarter of fiscal 2014 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information None. PART III Item 10. Directors, Executive Officers and Corporate Governance The...

  • Page 50
    ... under the 2006 Long-Term Incentive Plan. (6)(12) Form of Grant Notice and Market Stock Unit Agreement under the 2006 Long-Term Incentive Plan. (6)(13) 2006 Long-Term Incentive Plan, as amended and restated. (6)(14) Amended and Restated QUALCOMM Incorporated 2001 Employee Stock Purchase Plan. (6)(14...

  • Page 51
    ... 26, 2014 performance periods, including variation of forms for employee in the United Kingdom. (6) (16) Form of Performance Unit Agreements for the Annual Cash Incentive Plan under the 2006 Long-Term Incentive Plan for the fiscal 2012 performance period. (6)(16) Executive Retirement Matching...

  • Page 52
    ...the Registrant's Registration Statement on Form S-8 filed on June 1, 2011. Filed as an exhibit to the Registrant's Annual Report on Form 10-K for the year ended September 30, 2012. Filed as an exhibit to the Registrant's Quarterly Report on Form 10-Q for the quarter ended December 30, 2012. Filed as...

  • 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 5, 2014 QUALCOMM Incorporated By /s/ Steven M. Mollenkopf Steven M. Mollenkopf, Chief Executive Officer 48

  • Page 54
    ... Chief Executive Officer and Director (Principal Executive Officer) Executive Vice President and Chief Financial Officer (Principal Financial Officer) Senior Vice President and Chief Accounting Officer (Principal Accounting Officer) Director Date November 5, 2014 November 5, 2014 November 5, 2014...

  • Page 55
    /s/ Marc I. Stern Marc I. Stern Director November 5, 2014 49

  • Page 56
    ... respects, the financial position of QUALCOMM Incorporated and its subsidiaries at September 28, 2014 and September 29, 2013 and the results of their operations and their cash flows for each of the three years in the period ended September 28, 2014 in conformity with accounting principles generally...

  • Page 57
    QUALCOMM Incorporated CONSOLIDATED BALANCE SHEETS (In millions, except per share data) September 28, 2014 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 58
    QUALCOMM Incorporated CONSOLIDATED STATEMENTS OF OPERATIONS (In millions, except per share data) Year Ended September 28, 2014 Revenues: Equipment and services Licensing Total revenues Costs and expenses: Cost of equipment and services revenues Research and development Selling, general and ...

  • Page 59
    ...) Year Ended September 28, 2014 Net income Other comprehensive (loss) income, net of income taxes: Foreign currency translation Reclassification of foreign currency translation losses included in net income Noncredit other-than-temporary impairment losses and subsequent changes in fair value related...

  • Page 60
    QUALCOMM Incorporated CONSOLIDATED STATEMENTS OF CASH FLOWS (In millions)

  • Page 61
    ... wireless spectrum Acquisitions and other investments, net of cash acquired Other items, net Net cash used by investing activities Financing Activities: Proceeds from issuance of common stock Incremental tax benefit from share-based compensation Repurchases and retirements of common stock Dividends...

  • Page 62
    ... STATEMENTS OF STOCKHOLDERS' EQUITY (In millions) Common Stock Shares Balance at September 25, 2011 Total comprehensive income (1) Common stock issued under employee benefit plans and the related tax benefits, net of shares withheld for tax Repurchases and retirements of common stock Share...

  • Page 63
    ... the Company or Qualcomm), develop, design, manufacture, have manufactured on its behalf and market digital communications products and services. The Company is a leading developer and supplier of integrated circuits and system software based on CDMA (Code Division Multiple Access), OFDMA...

  • Page 64
    ... at September 28, 2014 . At September 29, 2013 , the fair value recorded in total assets and in total liabilities was $38 million and $9 million , respectively. All such instruments were designated as cash flow hedges. Investment Portfolio Derivatives: The Company also utilizes currency forwards...

  • Page 65
    QUALCOMM Incorporated NOTES TO CONSOLIDATED FINANCIAL STATEMENTS investing activities in the consolidated statements of cash flows. At September 28, 2014 and September 29, 2013 , the fair values of these derivative instruments recorded in total assets and in total liabilities were negligible. Gross...

  • Page 66
    QUALCOMM Incorporated NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Cash Equivalents and Marketable Securities: With the exception of auction rate securities, the Company obtains pricing information from quoted market prices, pricing vendors or quotes from brokers/dealers. The Company conducts reviews...

  • Page 67
    ... 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 28, 2014 Wireless spectrum Marketing-related Technology-based Customer-related Total finite-lived intangible...

  • Page 68
    ... rate for RSUs granted in fiscal 2014 , 2013 and 2012 was estimated to be approximately 3% based on historical experience. Total share-based compensation expense, related to all of the Company's share-based awards, was comprised as follows (in millions): 2014 Cost of equipment and services revenues...

  • Page 69
    ... financing activities in the consolidated statements of cash flows to reflect the incremental tax benefits from stock options exercised and restricted stock units and other share-based awards that vested in those periods. The amount of compensation cost capitalized related to share-based awards was...

  • Page 70
    ...million for the fiscal year ended September 28, 2014 were recorded in revenues, cost of equipment and services revenues, research and development expenses and selling, general and administrative expenses. Recent Accounting Pronouncements. In May 2014, the Financial Accounting Standards Board issued...

  • Page 71
    ... third quarter of fiscal 2014 , the Company updated QMT's licensing business plan and related internal forecasts to reflect a further decrease in expected cash flows. The updated business plan reflects an acceleration of the Company's plans to transition from QMT's current generation technology to...

  • Page 72
    QUALCOMM Incorporated NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 28, 2014 QCT QTL Nonreportable segments $ $ 3,467 712 309 4,488 $ $ September 29, 2013 2,875 706 395 3,976 The increase in goodwill from September 29, 2013 to September 28, 2014 was the result of business acquisitions (...

  • Page 73
    ...the first five years provided that the Company meets specified employment and investment criteria. The Company's Singapore tax rate will increase in fiscal 2017 and again in fiscal 2027 as a result of expiration of these incentives. Had the Company established QCT's non-United States headquarters in...

  • Page 74
    ... Company's plans for use and/or investment outside the United States and the Company's belief that its sources of cash and liquidity in the United States will be sufficient to meet future domestic cash needs. The Company has not recorded a deferred tax liability of approximately $9.1 billion related...

  • Page 75
    ... Ending balance of unrecognized tax benefits $ $ 221 1 (67) 5 (73) 87 $ $ 2013 86 1 - 145 (11) 221 $ $ 2012 96 - (18) 10 (2) 86 The Company does not expect any unrecognized tax benefits recorded at September 28, 2014 to result in a significant cash payment in fiscal 2015 . Unrecognized tax benefits...

  • Page 76
    ... based upon earnings. The Company's contribution expense was $77 million , $70 million and $60 million in fiscal 2014 , 2013 and 2012 , respectively. Equity Compensation Plans. The 2006 Long-Term Incentive Plan (the 2006 Plan) was adopted during the second quarter of fiscal 2006 and replaced the...

  • Page 77
    ... the employees. The total shares withheld related to all share-based awards were approximately 5,568,000 , 5,805,000 and 1,965,000 in fiscal 2014 , 2013 and 2012 , respectively, and were based on the value of the awards on their vesting dates as determined by the Company's closing stock price. Total...

  • Page 78
    QUALCOMM Incorporated NOTES TO CONSOLIDATED FINANCIAL STATEMENTS share, respectively. At September 28, 2014 , total unrecognized compensation expense related to non-vested purchase rights granted prior to that date was $22 million . The Company recorded cash received from the exercise of purchase ...

  • Page 79
    .... Based on the facts currently known, the Company believes the aggregate monetary value of the benefits in question to be less than $250,000, excluding employment compensation. On March 13, 2014, the Company received a Wells Notice from the SEC's Los Angeles Regional Office indicating that the staff...

  • Page 80
    ... have a material adverse effect on its business, results of operations, financial condition or cash flows. Loans and Debentures. The Company's former BWA subsidiaries (Note 10) had loan and debenture liabilities in connection with the BWA spectrum won in India in fiscal 2010. The subsidiaries were...

  • Page 81
    ... supporting the design and introduction of new products or services (or enhancing existing products or services) for voice and data communications. Many of these strategic investments are in early-stage companies. QSI also holds wireless spectrum. • • During the first quarter of fiscal 2014...

  • Page 82
    ...all periods presented. The Company reports revenues from external customers by country based on the location to which its products or services are delivered, which for QCT is generally the country in which its customers manufacture their products, or for licensing revenues, the invoiced addresses of...

  • Page 83
    ... (in millions): 2014 Cost of equipment and services revenues Research and development expenses Selling, general and administrative expenses $ 251 30 25 $ 2013 264 3 26 $ 2012 225 - 43 Note 9. Acquisitions During fiscal 2014 , the Company acquired 11 businesses for total cash consideration of $775...

  • Page 84
    ...FINANCIAL STATEMENTS The Company recorded $26 million , $2 million and $62 million related to four in-process research and development (IPR&D) projects during fiscal 2014 , one IPR&D project in fiscal 2013 and 10 IPR&D projects in fiscal 2012 , respectively. During fiscal 2014, the Company recorded...

  • Page 85
    QUALCOMM Incorporated NOTES TO CONSOLIDATED FINANCIAL STATEMENTS Level 1 Assets Cash equivalents 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...

  • Page 86
    ... 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 87
    ... and asset-backed securities, auction rate securities and corporate bonds and notes. The Company recorded realized gains and losses on sales of available-for-sale securities as follows (in millions): Fiscal Year 2014 2013 2012 $ Gross Realized Gains 732 430 296 $ Gross Realized Losses (18) (142) (25...

  • Page 88
    ... in the development of multifunction semiconductor platforms and technologies for the auto, consumer and voice and music market segments. The acquisition complements the Company's current offerings by adding products, channels and customers in the growth categories of the Internet of Everything...

  • Page 89
    ... financial 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 2014 and 2013 (in millions, except per share data): 1st Quarter 2014...

  • Page 90
    ... QUALCOMM INCORPORATED VALUATION AND QUALIFYING ACCOUNTS (In millions) Charged (Credited) to Costs and Expenses Balance at Beginning of Period Year ended September 28, 2014 Allowances: - trade receivables - notes receivable Valuation allowance on deferred tax assets $ Year ended September 29, 2013...

  • Page 91
    ... 10.124 QUALCOMM INCORPORATED 2006 LONG-TERM INCENTIVE PLAN EXECUTIVE 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 Performance Stock Units set forth...

  • Page 92
    ...2006 LONG-TERM INCENTIVE PLAN EXECUTIVE RESTRICTED STOCK UNIT AGREEMENT Pursuant to the Grant Notice and this Executive 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 93
    ... is negative for the Performance Period, then the maximum number of shares of Stock that shall be issued to you by the Company on the date specified in Section 2.1 will be equal to the Number of Performance Stock Units specified in the Grant Notice. Likewise, if your Service terminates in the first...

  • Page 94
    ... Stock Units shall be 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 this Agreement shall be prorated and paid as follows. The Company shall issue to you, within 30 days after the end...

  • Page 95
    ..., 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 prior to the date of the...

  • Page 96
    ... 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 entity or parent...

  • Page 97
    ... Performance Stock Unit Award, so long as your Service has not terminated prior to the date of the Change in Control, shall be accelerated, effective as of the date ten (10) days prior to the date of the Change in Control, and the number of shares of Stock that shall be issued to you by the Company...

  • Page 98
    ..., long-service awards, pension or retirement or welfare benefits or similar payments and in no event should be considered as compensation for, or relating in any way to, past services for the Company, the Employer or any Participating Company; (h) the future value of the underlying shares of Stock...

  • Page 99
    ... Plan, or your 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. 15. Applicable Law. This Agreement shall be governed...

  • Page 100
    ... of Qualcomm Incorporated Qualcomm Technologies, Inc. Qualcomm Global Trading Pte. Ltd. Qualcomm CDMA Technologies Asia-Pacific Pte. Ltd. Qualcomm Asia Pacific Pte. Ltd. Qualcomm Atheros, Inc. State or Other Jurisdiction of Incorporation Delaware Singapore Singapore Singapore Delaware The names of...

  • Page 101
    ... of QUALCOMM Incorporated of our report dated November 5, 2014 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 102
    ... 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 103
    ... 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 104
    ... 13(a) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: November 5, 2014 /s/ Steven M. Mollenkopf Steven M. Mollenkopf, Chief Executive Officer

  • Page 105
    ... Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: November 5, 2014 /s/ George S. Davis George S. Davis, Executive Vice President and Chief Financial Officer