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•	The transition of wireless networks and devices to 3G/4G (CDMA single-mode, OFDMA single-mode and CDMA/OFDMA multi-mode) continued around the world. 3G/4G connections grew sequentially by approximately 3% to approximately 5.1 billion, which was approximately 65% of total mobile connections at the end of the third quarter of fiscal 2018.(1)

•	We continue to invest significant resources toward advancements primarily in support of 4G- and 5G-based technologies as well as other technologies to extend the demand for our products and generate new or expanded licensing opportunities, including within adjacent industry segments outside traditional cellular industries, such as automotive, the Internet of Things (IoT) and networking.

•	QCT results in the third quarter of fiscal 2018 were positively impacted by higher demand from OEMs in China, partially offset by lower modem sales to Apple.

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QTL results were negatively impacted by our continued dispute with Apple and its contract manufacturers (who are Qualcomm licensees), and we did not record any revenues in the third quarter of fiscal 2018 for royalties due on sales of Apple’s products. QTL revenues in the third quarter of fiscal 2018 included $500 million paid under an interim agreement with the other licensee in dispute (which dispute was previously disclosed). This represents a partial payment for royalties due after the second quarter of fiscal 2017 by that other licensee while negotiations continue. This payment does not reflect the full amount of royalties due under the underlying license agreement.

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In the second quarter of fiscal 2018, we announced a Cost Plan designed to align our cost structure to our long-term margin targets, under which we continue to execute on a series of targeted actions across our businesses to reduce annual costs by $1 billion, excluding incremental costs resulting from any future acquisition of a business. We expect these cost reductions to be fully captured in fiscal 2019. We recorded restructuring and restructuring-related charges of $112 million in the third quarter of fiscal 2018 related to our Cost Plan.

(1)	According to GSMA Intelligence estimates as of July 23, 2018 (estimates excluded Wireless Local Loop).

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(1)	Earnings (loss) before taxes.

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•

On October 27, 2016, we announced a definitive agreement (as amended on February 20, 2018 and April 19, 2018, the Purchase Agreement) under which Qualcomm River Holdings, B.V. (Qualcomm River Holdings), an indirect, wholly owned subsidiary of QUALCOMM Incorporated, proposed to acquire NXP Semiconductors N.V. (NXP). The transaction remains subject to receipt of regulatory clearance by the State Administration for Market Regulation in China (SAMR), which we believe is being impacted by the current state of U.S./China trade relations. In the absence of such approval or other material developments, we expect to terminate the transaction after 11:59 p.m. New York time on July 25, 2018, which is the “End Date” for the transaction under the Purchase Agreement. In accordance with the terms of the Purchase Agreement, in the absence of approval from SAMR prior to the End Date, NXP will be entitled to receive a termination fee of $2.0 billion from Qualcomm River Holdings, which will be paid using existing cash and cash equivalents. If events occur that cause us to not terminate the transaction, we will continue to pursue the acquisition of all of the issued and outstanding common shares of NXP for $127.50 per share in cash, representing estimated total cash consideration to be paid to NXP’s shareholders of $44 billion, in accordance with the Purchase Agreement.

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In the second quarter of fiscal 2018, we announced a cost plan designed to align our cost structure to our long-term margin targets. As part of this plan, we continue to execute on a series of targeted actions across our businesses to reduce annual costs by $1 billion, excluding incremental costs resulting from any future acquisition of a business. We expect these cost reductions to be fully captured in fiscal 2019. In connection with this plan, we expect to incur an additional $50 million to $150 million in restructuring and restructuring-related charges, and we have incurred $112 million and $422 million in restructuring and restructuring-related charges in the third quarter and first nine months of fiscal 2018, respectively.

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Regulatory authorities in certain jurisdictions continue to investigate our business practices, and other regulatory authorities may do so in the future. Unfavorable resolutions of one or more of these matters have had and could in the future have a material adverse effect on our business with remedies that include, among others, injunctions, monetary damages or fines or other orders to pay money, and the issuance of orders to cease certain conduct and/or modify our business practices. Additionally, certain of our direct and indirect customers and licensees, including Apple, have pursued, and others may in the future pursue, litigation or arbitration against us related to our business.

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•

We are currently in dispute with Apple surrounding what we believe is an attempt by Apple to reduce the amount of royalties that its contract manufacturers (who are Qualcomm licensees) are required to pay to us for use of our intellectual property. In the first nine months of fiscal 2018, such contract manufacturers did not fully report, and did not pay, royalties due on sales of Apple products. We have taken action against Apple’s contract manufacturers to compel them to pay the required royalties, and against Apple, as described more fully in this Quarterly Report in “Notes to Condensed Consolidated Financial Statements, Note 6. Commitments and Contingencies.” We did not record any revenues in the first nine months of fiscal 2018 for royalties due on sales of Apple’s products, and as a result, QTL revenues and EBT were negatively impacted by these continued disputes. We expect these companies will continue to take such actions in the future, resulting in increased legal costs and negatively impacting our future revenues, as well as our financial condition, results of operations and cash flows until the respective disputes are resolved. In the third quarter of fiscal 2018, we entered into an interim agreement with the other licensee in dispute in which that licensee agreed to pay $700 million as partial payment for royalties due after the second quarter of fiscal 2017. That licensee paid $500 million in the third quarter of fiscal 2018 as a partial payment while negotiations continue. This payment does not reflect the full amount of royalties due under the underlying license agreement. If we do not reach a final agreement with that other licensee, it may not make any other payments or may not make full payments under the underlying license agreement, which may result in increased legal costs and will negatively impact our future revenues, as well as our financial condition, results of operations and cash flows until the dispute is resolved.

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We continue to believe that certain licensees, particularly those domiciled in China, are not fully complying with their contractual obligations to report their sales of licensed products to us, and certain companies, including unlicensed companies, particularly in emerging regions, including China, are delaying execution of new license agreements. We have made substantial progress in reaching agreements with many companies, primarily in China. However, negotiations with certain licensees and unlicensed companies are ongoing. We believe that the conclusion of new agreements with these companies will result in improved reporting. Litigation and/or other actions, such as those taken against Apple and its contract manufacturers, may be necessary to compel licensees to report and pay the required royalties for sales they have not previously reported and/or to compel unlicensed companies to execute licenses. Such litigation or other actions would result in increased legal costs.

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To position QTL for stability on a long-term basis, we have announced that our standard essential patent only licensing terms through 5G, Release 15 will remain at the same rate, consistent with our licensing program established in China for 3G and 4G devices. A small number of our licensees have entered into standard essential patent only agreements on a worldwide basis, and we expect more of our licensees may enter into such standard essential patent only agreements basis as existing agreements come up for renewal and/ or renegotiation. In addition, we have reduced the per unit royalty cap on smartphones, which is the base on which our royalties are calculated. While we expect these developments to enhance stability for the long term, they will impact QTL royalty revenues in the shorter term.

•	We expect our business, particularly QCT, to continue to be impacted by industry dynamics, including:

•	Concentration of device share among a few companies within the premium tier, resulting in significant supply chain leverage for those companies;

•	Decisions by companies to utilize their own internally-developed integrated circuit products and/or sell such products to others, including by bundling with other products, increasing competition;

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Decisions by certain companies to utilize our competitors’ integrated circuit products in all or a portion of their devices. For example, we have not been the sole supplier of modems for iPhone products beginning with products that launched in September 2016, as Apple utilizes modems from one of our competitors in a portion of such devices. We expect that Apple will solely use one or more of our competitor’s modems, rather than our modems, in its next iPhone release and may take similar actions in the future. Accordingly,

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•	Intense competition, particularly in China, as our competitors expand their product offerings and/or reduce the prices of their products as part of a strategy to attract new and/or retain existing customers;

•	Lengthening replacement cycles in developed regions, where the smartphone industry is mature, premium-tier smartphones are common and consumer demand is increasingly driven by new product launches and/or innovation cycles;

•	Lengthening replacement cycles in emerging regions as smartphone penetration increases; and

•	Increasing consumer demand for 3G/4G smartphone products in emerging regions driven by availability of lower-tier 3G/4G devices.

•	Current U.S./China trade relations may negatively impact our business, growth prospects and results of operations.

•	We expect the ongoing rollout of 4G services in emerging regions will encourage competition and growth, bringing the benefits of 3G/4G LTE multi-mode to consumers.

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We continue to invest significant resources to develop our wireless baseband chips and our converged computing/communications (Snapdragon) chipsets, which incorporate technologies in the following areas, among others: advancements in 4G and 5G, OFDM-based WLAN, RFFE, connectivity, power management, graphics, audio and video codecs, multimedia, artificial intelligence and virtual/augmented reality, and all of which contribute to the expansion of our intellectual property portfolio. We are also investing in targeted opportunities that leverage our existing technical and business expertise to deploy new business models and enter and/or expand into new industry segments, such as products for automotive, IoT (including the connected home, smart cities, wearables, voice and music and robotics), networking, computing and machine learning, among others.

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•	We expect the majority of the charges incurred in connection with our Cost Plan will result in cash payments. Our restructuring accrual was $252 million at June 24, 2018, and we expect to incur additional restructuring and restructuring-related charges of approximately $50 million to $150 million.

•	Our purchase obligations at June 24, 2018, some of which relate to research and development activities and capital expenditures, totaled $2.8 billion and $1.7 billion for fiscal 2018 and 2019, respectively, and $663 million thereafter.

•	Our research and development expenditures were $4.2 billion in the first nine months of fiscal 2018 and $5.5 billion in fiscal 2017, and we expect to continue to invest heavily in research and development for new technologies, applications and services for voice and data communications.

•	Cash outflows for capital expenditures were $625 million in the first nine months of fiscal 2018 and $690 million in fiscal 2017. We expect to continue to incur capital expenditures in the future to support our business, including research and development activities. Future capital expenditures may be impacted by transactions that are currently not forecasted.

•	The TFTC imposed a fine on us, of which $708 million remained outstanding at June 24, 2018 (based on the exchange rate at June 24, 2018 and including related foreign currency gains), which will be paid in monthly installments through December 2022.

•	The EC imposed a fine on us, of which $1.2 billion was accrued at June 24, 2018 (based on the exchange rate at June 24, 2018, including related foreign currency gains and accrued interest). In the third quarter of 2018, we provided financial guarantees in lieu of cash payment to satisfy the obligation. The fine is accruing interest at a rate of 1.50% per annum until it is paid or annulled.

•	We expect to continue making strategic investments and acquisitions, the amounts of which could vary significantly, to open new opportunities for our technologies, obtain development resources, grow our patent portfolio or pursue new businesses.

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

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

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

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

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

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

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

•	wireless operators delay next-generation network deployments, such as 5G, expansions or upgrades and/or delay moving 2G customers to 3G, 3G/4G multi-mode or 4G wireless devices;

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

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

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

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

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

•	the standardization and/or deployment of 5G technology is delayed; and/or

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

•	Certain of our revenues that are derived from products that are sold in foreign currencies could decrease, resulting in lower revenue, cash flows and margins;

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

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

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

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

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

(2)

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

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