[X]
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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[ ]
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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Filing Party:
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(4)
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Date Filed:
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1.
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To elect
12
directors to hold office until the next annual meeting of stockholders and until their respective successors have been elected and qualified.
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2.
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To ratify the selection of PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending
September 25, 2016
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3.
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To approve the 2016 Long-Term Incentive Plan.
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4.
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To hold an advisory vote to approve our executive compensation.
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5.
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To act on a stockholder proposal, if properly presented at the Annual Meeting.
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6.
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To transact such other business as may properly come before stockholders at the Annual Meeting or any adjournment or postponement thereof.
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Date and Time
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March 8, 2016
9:30 a.m. Pacific Time |
Location
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Irwin M. Jacobs Qualcomm Hall
5775 Morehouse Drive, San Diego, California 92121
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Record Date
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January 11, 2016
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Voting
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Stockholders of record as of the record date may vote via the Internet at
www.proxyvote.com
; by telephone at 1-800-690-6903; by completing and returning their proxy card; or in person at the Annual Meeting.
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Date of First Distribution
of Proxy Materials
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January 21, 2016
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Proposal
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Board Recommendation
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Page Reference
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PROPOSAL 1
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Election of Directors
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FOR each Nominee
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17
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PROPOSAL 2
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Ratification of the selection of PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 25, 2016
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FOR
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25
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PROPOSAL 3
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Approval of the 2016 Long-Term Incentive Plan
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FOR
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27
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PROPOSAL 4
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Approval of our executive compensation
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FOR
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39
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PROPOSAL 5
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Stockholder proposal
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AGAINST
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41
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Name
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Age
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Director
Since
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Occupation
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Independent
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Barbara T. Alexander
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67
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2006
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Independent Consultant
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X
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Raymond V. Dittamore
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72
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2002
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Retired Audit Partner, Ernst &Young LLP
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X
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Jeffrey W. Henderson
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51
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2016
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Advisory Director to Berkshire Partners LLC
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X
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Thomas W. Horton *
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54
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2008
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Senior Advisor to Warburg Pincus LLC
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X
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Paul E. Jacobs
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53
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2005
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Executive Chairman and Chairman of the Board, QUALCOMM Incorporated
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Harish Manwani
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62
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2014
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Former Chief Operating Officer, Unilever
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X
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Mark D. McLaughlin
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50
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2015
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Chairman, President and Chief Executive Officer, Palo Alto Networks, Inc.
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X
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Steve Mollenkopf
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47
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2013
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Chief Executive Officer, QUALCOMM Incorporated
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Clark T. Randt, Jr.
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70
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2013
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President, Randt & Co. LLC
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X
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Francisco Ros
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65
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2010
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Founder and President, First International Partners, S.L.
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X
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Jonathan J. Rubinstein
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59
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2013
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Former Chairman and CEO, Palm, Inc.
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X
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Anthony J. Vinciquerra
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61
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2015
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Senior Advisor to Texas Pacific Group
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X
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•
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The NEOs’ aggregate earnings under the fiscal 2015 ACIP were 47% of their target award
amounts
because we achieved only 90% of our Adjusted Revenues objective and 89% of our Adjusted Operating Income objective. (See page 65 for the definitions of the performance measures used in calculating ACIP amounts for fiscal 2015.)
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◦
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Mr. Mollenkopf earned $1,025,000, or only 45%, of his target amount of $2,260,000. Dr. Jacobs is not eligible to participate in the ACIP.
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•
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The NEOs did not earn any shares of our common stock under the
Fiscal 2013 PSUs (whose multi-year performance period was completed at the end of fiscal 2015).
The Fiscal 2013 PSUs were based on relative TSR for fiscal 2014 - 2015.
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◦
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The grant date fair values of the Fiscal 2013 PSUs granted to Mr. Mollenkopf and Dr. Jacobs were $4,860,000 and $8,100,000, respectively. Because relative TSR was below the payout threshold, no shares were earned.
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•
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In addition to the Fiscal 2013 PSUs, there is one other PSU award with a performance period that includes fiscal 2015. The PSUs granted in fiscal 2014 (Fiscal 2014 PSUs) are based on relative TSR for fiscal 2015 - 2017. No measurement
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•
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The PSUs granted in fiscal 2015 (Fiscal 2015 PSUs) were granted on September 25, 2015. One-half of the Fiscal 2015 PSUs is based on relative TSR for fiscal 2016 - 2018, and the other half is based on Adjusted Return On Invested Capital (ROIC) for the same performance period. There is a single measurement period at the end of fiscal 2018. (See page 65 for the definition of the Adjusted ROIC performance measure to be used in determining the number of Fiscal 2015 PSUs earned over the fiscal 2016 - 2018 performance period.)
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•
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The remainder of equity granted to executive officers in prior years was in the form of RSUs. We did not grant any RSUs to our NEOs in fiscal 2015. The grants made to Mr. Mollenkopf and Dr. Jacobs in fiscal 2014 were front-loaded (Fiscal 2014 RSUs), and the grant date fair values reflected five years of annual RSUs, including the value of RSUs that would have been granted in fiscal 2015.
Our fiscal 2015 stock price performance resulted in significant reductions in the value of the Fiscal 2014 RSUs
.
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◦
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Mr. Mollenkopf’s front-loaded RSUs reflected an annualized grant date fair value of $6,000,000 and vest in equal annual installments over five years.
One-fifth of the RSUs vested in fiscal 2015, and the fair value of these vested RSUs as of the end of fiscal 2015 was 27% lower than the annualized fair value on the date of grant.
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◦
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Dr. Jacobs’s front-loaded RSUs reflected an annualized grant date fair value of $9,000,000 and vest in equal installments on the third, fourth and fifth anniversaries of the grant date. While no RSUs from this front-loaded award vested in fiscal 2015, the front-loaded grant reflected five years of annual RSUs.
The fair value of one-fifth of the RSUs as of the end of fiscal 2015 was 33% lower than the annualized fair value on the date of grant.
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Name
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Pay Component
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Effective Date/
Grant Date
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Target Amount
($)
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Cash Earned/
Fair Value of Equity Awards
($)
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Percent of Target Amount
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Fiscal 2015 ACIP
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11/30/2014
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2,260,000
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1,025,000
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45%
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Steve Mollenkopf
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Fiscal 2013 PSUs
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9/29/2013
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4,860,000
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0
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0%
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Total
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7,120,000
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1,025,000
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14%
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Fiscal 2015 ACIP
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11/30/2014
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N/A
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N/A
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N/A
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Paul Jacobs
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Fiscal 2013 PSUs
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9/29/2013
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8,100,000
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0
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0%
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Total
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8,100,000
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0
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0%
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Executive compensation component
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Feedback from our stockholders
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Actions we took and anticipated impact
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Annual Cash Incentive Plan (ACIP)
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NEOs’ ACIP earnings are determined based on metrics that may not adequately align with stockholder value creation and exclude share-based compensation expense from the definition of operating income.
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Replaced an adjusted operating income measure with an adjusted earnings per share (EPS) measure that includes share-based compensation expense.
The change further encourages NEOs to focus on (1) growing per share net income (a perspective not captured by operating income alone); (2) reducing our share count; and (3) managing our share-based compensation expense. Also, as a stockholder safeguard, the Adjusted EPS calculation will exclude any share repurchases that were not anticipated in establishing the ACIP target. |
Performance Stock Units (PSUs)
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NEOs’ earned PSUs are based entirely on the Company’s relative TSR compared to the NASDAQ-100, which does not directly encourage value-creating capital allocation, which is a strategic priority.
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Added an adjusted return on invested capital (ROIC) measure for determining 50% of PSU awards beginning with fiscal 2015 grants (ROIC PSUs), with the remaining 50% continuing to be earned based on relative TSR compared to the NASDAQ-100 (Relative TSR PSUs).
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PSU interim measurement periods
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The use of three-year relative TSR for determining NEOs’ earned PSUs based on overlapping interim measurement periods of 18, 24, 30 and 36 months is complicated and potentially mitigates downside performance risk during the overall measurement period.
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Removed the interim measurement periods for determining earned PSUs based on relative TSR performance and will measure performance only for the full three years for grants beginning in fiscal 2015. The new ROIC PSUs will also measure performance over the full three years.
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What We Do
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||||
þ
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A significant portion of our NEOs’ compensation varies with the Company’s performance.
For fiscal 2015, approximately 95% of our NEOs’ aggregate TDC was attributable to the grant date fair values of the Relative TSR and ROIC PSUs, the portion of the grant date fair value of RSUs awarded in fiscal 2014 that we attribute to fiscal 2015, and target ACIP amounts (Figures 6 and 7 in the CD&A).
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þ
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We have a balanced approach to incentive programs with differentiated measures.
ACIP is based on annual performance, and PSUs are based on three-year performance periods.
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þ
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We have limits on the amounts of variable compensation that may be earned.
Earned annual cash incentives are limited to 2x target amounts, and earned PSUs are limited to 2x the target shares. We further limit earned PSUs to no more than 1x the target shares if absolute TSR is negative over the three-year performance period regardless of the level of relative TSR or the extent to which we achieve the ROIC objective.
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þ
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We have a cash incentive compensation repayment (“clawback”) policy.
We require executive officers, including NEOs, to repay to us the amount of any earned annual cash incentive that was paid as required by our policy, SEC regulations or stock exchange rules.
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þ
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We have robust stock ownership guidelines.
Our CEO is required to own 6x his salary, our President is required to own 3x his salary, and our other NEOs and executive officers are required to own 2x their respective salaries in our common stock. The ownership guideline for our Executive Chairman, whose annual salary is $1, is 6x his prior salary as CEO.
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þ
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We manage potential compensation-related risks to the Company.
We perform annual risk assessments for our executive compensation program, as well as incentive arrangements below the executive level. This review is conducted by the Compensation Committee’s independent consultant, Frederic W. Cook & Co., Inc. (FWC).
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þ
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Our 2006 Long-Term Incentive Plan (LTIP) and our proposed 2016 LTIP include a “double-trigger” provision for vesting of equity in connection with a change in control.
In the event of a change in control where the acquirer assumes our outstanding unvested equity awards, the vesting of an NEO’s awards would accelerate only if the NEO was involuntarily terminated or the NEO voluntarily resigned for “good reason” during a specified period after the change in control.
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What We Don’t Do
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||||
ý
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Our insider trading policy, as applicable to executive officers, including NEOs and nonemployee directors, prohibits the hedging and pledging of our common stock and trading in put and call options and other types of equity derivatives.
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ý
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Our NEOs do not have severance agreements or employment contracts.
Generally, all U.S. employees, including all of our NEOs, have “at will” employment relationships without severance agreements or contracts. This enables us to terminate employment with discretion as to the terms and conditions of any separation.
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ý
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We do not provide tax gross-ups for benefits unless they are provided under a policy generally applicable to all U.S.-based employees, such as relocation.
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ý
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We do not have guaranteed severance arrangements upon a change in control (i.e., no “single trigger” payments) or excise tax gross-ups for change-in-control payments.
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•
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Vote via the Internet
. Go to the web address
http://www.proxyvote.com
and follow the instructions for Internet voting shown on the proxy card or the Notice of Internet Availability of Proxy Materials mailed to you or the instructions that you received by email.
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•
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Vote by Telephone.
Dial 1-800-690-6903 and follow the instructions for telephone voting shown on the proxy card you received by mail.
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•
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Vote by Proxy Card.
Complete, sign, date and mail the proxy card in the envelope provided. If you vote via the Internet or by telephone, please do not mail your proxy card.
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Proposal
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Vote
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Page Reference
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PROPOSAL 1
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Election of Directors
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FOR each Nominee
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17
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PROPOSAL 2
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Ratification of the selection of PricewaterhouseCoopers LLP as our independent public accountants for our fiscal year ending September 25, 2016
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FOR
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25
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PROPOSAL 3
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Approval of the 2016 Long-Term Incentive Plan
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FOR
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27
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PROPOSAL 4
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Approval of our executive compensation
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FOR
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39
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PROPOSAL 5
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Stockholder proposal
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AGAINST
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41
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•
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Presiding at all Board meetings at which the Chairman is not present, including executive sessions of the independent directors;
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•
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Collaborating with the Chairman and the Chief Executive Officer in developing agendas for Board meetings;
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•
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Acting as the principal liaison between the independent directors and the Chairman and the Chief Executive Officer;
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•
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Communicating with independent directors to ensure that matters of interest are included on agendas for Board meetings;
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•
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Communicating with independent directors and management to affirm that appropriate briefing materials are being provided to directors sufficiently in advance of Board meetings to allow for proper preparation and participation in meetings; and
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•
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Calling special meetings of the Board, with the concurrence of at least one additional director, as appropriate.
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Name of Committee
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Website Link
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Audit Committee
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http://investor.qualcomm.com/documentdisplay.cfm?DocumentID=463
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Compensation Committee
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http://investor.qualcomm.com/documentdisplay.cfm?DocumentID=462
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Governance Committee
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http://investor.qualcomm.com/documentdisplay.cfm?DocumentID=461
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Finance Committee
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http://investor.qualcomm.com/documentdisplay.cfm?DocumentID=464
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Committees
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Name
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Audit
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Compensation
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Governance
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Finance
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Barbara T. Alexander
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C
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Donald G. Cruickshank
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X
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Raymond V. Dittamore
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C
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Jeffrey W. Henderson
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Susan Hockfield
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X
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Thomas W. Horton *
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X
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Paul E. Jacobs
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Sherry Lansing
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X
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Harish Manwani
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X
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Mark D. McLaughlin
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X
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Steve Mollenkopf
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Clark T. Randt, Jr.
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C
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Francisco Ros
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X
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Jonathan J. Rubinstein
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X
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Marc I. Stern
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C
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Anthony J. Vinciquerra
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X
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•
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The appropriate size of the Board;
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•
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Our needs with respect to the particular talents and experience of our directors;
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•
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The knowledge, skills and experience of nominees, including experience in technology, business, finance, administration or public service, in light of prevailing business conditions and the knowledge, skills and experience already possessed by other members of the Board;
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•
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Familiarity with national and international business matters;
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•
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Experience in political affairs;
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•
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Experience with accounting rules and practices;
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•
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Appreciation of the relationship of our business to the changing needs of society;
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•
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The nominee’s other commitments, including the other boards on which the nominee serves; and
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•
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The desire to balance the considerable benefit of continuity with the periodic injection of the fresh perspective provided by new members.
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Age: 67
Director since: 2006
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Age: 72
Director since: 2002
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Age: 51
Director since: 2016
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Age: 54
Director since: 2008
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Age: 53
Director since: 2005
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Age: 62
Director since: 2014
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Age: 50
Director since: 2015
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Age: 47
Director since: 2013
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Age: 70
Director since: 2013
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Age: 65
Director since: 2010
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Age: 59
Director since: 2013
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Age: 61
Director since: 2015
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Fiscal
2015 |
Fiscal
2014 |
||||
Audit fees (1)
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$
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6,725,000
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$
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6,777,000
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Audit-related fees (2)
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4,597,700
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3,481,000
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Tax fees (3)
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115,200
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10,000
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All other fees (4)
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82,400
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413,000
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|
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Total
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$
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11,520,300
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$
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10,681,000
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(1)
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Audit fees consist of fees for professional services rendered for the audit of our annual consolidated financial statements and the effectiveness of our internal control over financial reporting, the reviews of our interim condensed consolidated financial statements included in quarterly reports and audits of certain subsidiaries and businesses for statutory, regulatory and other purposes.
|
(2)
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Audit-related fees consist of fees for assurance and related services that are reasonably related to the performance of the audit or reviews of our consolidated financial statements and are not reported under “audit fees.” This category includes fees principally related to field verification of royalties from certain licensees.
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(3)
|
Tax fees consist of fees for permissible advisory services regarding general tax consulting services, including consulting on tax matters related to merger and acquisition activity (2015) and fees for professional services rendered for transfer pricing advice (2014).
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(4)
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All other fees consist of fees for permissible advisory services provided in connection with market condition studies, services related to conflict minerals reporting requirements and technical publications purchased from the independent public accountants.
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(1)
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Percentage of equity awards granted to individuals who were named executive officers (NEOs) in the relevant year is calculated by dividing the number of shares that were issuable pursuant to equity awards that were granted to NEOs
|
(2)
|
Equity burn rate is calculated by dividing the number of shares issuable pursuant to equity awards granted during the fiscal year by the weighted-average number of shares outstanding during the period.
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(3)
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Dilution is calculated by dividing the sum of (x) the number of shares issuable pursuant to equity awards outstanding at the end of the fiscal year (59,890,371) and (y) the number of shares available under the 2006 LTIP for future grants (45,465,812), by the number of shares outstanding at the end of the fiscal year (1,524,308,039).
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(4)
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Overhang is calculated by dividing the number of shares issuable pursuant to equity awards outstanding at the end of the fiscal year (59,890,371) by the number of shares outstanding at the end of the fiscal year (1,524,308,039).
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(5)
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The Company repurchased 172,434,913 shares during fiscal 2015. If the Company had not repurchased these shares, 1,696,742,952 shares would have been outstanding at the end of fiscal 2015, and dilution and overhang would have been 6.2% and 3.5%, respectively, for fiscal 2015.
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•
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90,000,000 shares, plus
|
•
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the number of any shares available for new award grants under the 2006 LTIP on the date of the Annual Meeting, determined before giving effect to the termination of the authority to grant new awards under the 2006 LTIP, plus
|
•
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the number of any shares subject to stock options granted under the 2006 LTIP and outstanding as of the date of the Annual Meeting which expire, or for any reason are forfeited, canceled or terminated, after that date without being exercised, plus
|
•
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the number of any shares subject to full-value awards (including restricted stock units, performance shares and deferred stock units) granted under the 2006 LTIP that are outstanding as of the date of the Annual Meeting which are forfeited, terminated, canceled, not earned due to any performance goal that is not met or that fail to vest or are otherwise reacquired after that date without having become vested, in each case with the number of shares that may be issued pursuant to the 2016 LTIP being increased by two times the number of such shares, plus
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•
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the number of any shares subject to full-value awards granted under the 2006 LTIP and outstanding on the date of the Annual Meeting that are paid in cash, exchanged by a participant or withheld by the Company after the date of the Annual Meeting to satisfy any tax withholding or tax payment obligations related to such award, in each case with the number of shares that may be issued pursuant to the 2016 LTIP being increased by two times the number of such shares.
|
Outstanding Award
|
||
Stock options (number of shares)
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26,233,039
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Weighted-average exercise price of stock options
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$41.69
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Weighted-average remaining term of stock options (years)
|
2.4
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Restricted stock units (number of shares)
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35,253,978
|
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Performance shares (number of shares)
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2,255,001
|
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Deferred stock units (number of shares)
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108,846
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|
•
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Shares issued with respect to awards granted under the 2016 LTIP other than stock options or stock appreciation rights (referred to as a full-value award) are counted against the 2016 LTIP’s aggregate share limit as two shares for every one share actually issued in connection with the award.
|
•
|
To the extent that shares are delivered pursuant to the exercise of a stock option or stock appreciation right, the number of underlying shares to which the exercise related shall be counted against the applicable share limits, regardless of the number of shares actually issued. Further, any shares that are exchanged by a participant or withheld by the Company as full or partial payment of the exercise price of any stock option or stock appreciation right or to satisfy any tax withholding or payment obligations related to any stock option or stock appreciation right will not be available for issuance of subsequent awards under the 2016 LTIP.
|
•
|
To the extent that an award is settled in cash, the shares that would have been issued had there been no such cash settlement will not be counted against the number of shares available for issuance under the 2016 LTIP.
|
•
|
Shares that are subject to awards that are forfeited, terminated, canceled, not earned due to any performance goal that is not met or otherwise fail to vest or are reacquired by the Company will again be available for subsequent awards under the 2016 LTIP. Any such shares subject to full value awards will be credited as two shares for purposes of determining the maximum number of shares available for issuance under the 2016 LTIP.
|
•
|
If shares are exchanged by a participant or withheld by the Company to satisfy the tax withholding or payment obligations related to any full-value award, the maximum number of shares that are issuable pursuant to the 2016 LTIP will be credited with two (2) shares for each such share.
|
•
|
Shares tendered (by attestation or otherwise), exchanged or withheld as full or partial payment of the exercise price of any option or stock appreciation right will not be available for subsequent awards; shares exchanged or withheld to satisfy the tax withholding or tax payment obligations related to any option or stock appreciation right
|
•
|
Shares issued in connection with awards that are granted by or become obligations of the Company through the assumption of awards (or in substitution for awards) in connection with an acquisition of another company will not count against the shares available for issuance under the 2016 LTIP unless determined otherwise by the Board, and such awards may reflect the original terms of the related award being assumed or substituted for and need not comply with other specific terms of the 2016 LTIP.
|
•
|
Shares of stock of an acquired company that are available under a pre-existing plan approved by its stockholders and not adopted in contemplation of such acquisition (as adjusted using the exchange ratio or other adjustment formula used in such acquisition or combination to determine the consideration payable to its stockholders) may be used for awards under the 2016 LTIP and will not reduce the number of shares available for issuance under the 2016 LTIP, provided that awards using such available shares cannot be made after the date the awards or grants could have been made under the terms of the pre-existing plan and will only be made to individuals who were not employees, consultants or nonemployee directors of the Company prior to such acquisition or combination.
|
•
|
Stock options and stock appreciation rights:
No employee shall be granted within any fiscal year of the Company one or more options or freestanding stock appreciation rights which in the aggregate are for more than 3,000,000 shares.
|
•
|
Restricted stock and restricted stock unit awards vesting based upon the attainment of performance goals:
No employee shall be granted within any fiscal year of the Company one or more restricted stock awards or restricted stock unit awards subject to vesting conditions based on the attainment of performance goals for more than 2,000,000 shares.
|
•
|
Performance share awards:
No employee shall be granted within any fiscal year of the Company performance shares which could result in such employee receiving more than 2,000,000
shares.
|
•
|
Performance unit awards:
No employee shall be granted within any fiscal year of the Company performance units which could result in such employee receiving more than $10,000,000.
|
Name and Position
|
ACIP Awards ($) (1)
|
Number of Shares Subject to Restricted Stock Units
(#)
|
Dollar Value of Restricted Stock Units
($)
|
Number of Shares Subject to Performance Shares
(#)
|
Dollar Value of Performance Shares
($)
|
|||||
Steve Mollenkopf
Chief Executive Officer
|
1,025,000
|
|
—
|
|
—
|
|
296,814
|
|
15,796,441
|
|
George S. Davis
Executive Vice President and Chief Financial Officer
|
400,000
|
|
—
|
|
—
|
|
100,176
|
|
5,331,367
|
|
Derek K. Aberle
President
|
520,000
|
|
—
|
|
—
|
|
140,246
|
|
7,463,892
|
|
Cristiano R. Amon
Executive Vice President, Qualcomm Technologies, Inc. and President, QCT
|
320,000
|
|
—
|
|
—
|
|
134,310
|
|
7,147,978
|
|
Paul E. Jacobs
Executive Chairman
|
—
|
|
—
|
|
—
|
|
333,916
|
|
17,771,010
|
|
All current executive officers as a group (10 persons)
|
3,415,000
|
|
26,999
|
|
1,436,887
|
|
1,385,394
|
|
73,730,669
|
|
All current directors, who are not executive officers, as a group (13 persons) (2)
|
—
|
|
34,569
|
|
1,839,762
|
|
—
|
|
—
|
|
All employees, who are not executive officers, as a group (26,695 persons)
|
—
|
|
15,411,716
|
|
820,211,526
|
|
—
|
|
—
|
|
(1)
|
The Company provides annual cash incentive bonus opportunities for its employees. Individuals serving as executive officers as of the beginning of fiscal 2015 received ACIP awards under the 2006 LTIP in order to comply with the performance-based compensation exception provided under Section 162(m) of the Code. All other employees received annual cash incentive bonus opportunities under a separate discretionary program.
|
(2)
|
Amount includes 714 fully vested deferred stock units granted to nonemployee directors in lieu of their annual cash retainer and 31,104 deferred stock units and 2,751 restricted stock units granted under the nonemployee director compensation program.
|
|
Stock Options
|
Restricted Stock Units/
Performance Shares
|
|||||
|
Number of Shares Subject to Past Grants
|
Number of Shares Acquired On Exercise
|
Number of Shares Underlying Options as of December 14, 2015
|
Number of Units/Shares Subject to Past Awards
|
Number of Units/Shares Vested as of December 14, 2015
|
Number of Units/Shares Outstanding and Unvested as of December 14, 2015
|
|
Name and Position
|
Exercisable
|
Unexercisable
|
|||||
Steve Mollenkopf
Chief Executive Officer
|
1,076,150
|
1,076,150
|
0
|
0
|
1,673,844
|
627,280
|
1,090,615
|
George S. Davis
Executive Vice President and Chief Financial Officer
|
0
|
0
|
0
|
0
|
389,618
|
108,198
|
289,851
|
Derek K. Aberle
President
|
790,100
|
689,049
|
101,051
|
0
|
924,782
|
373,807
|
574,313
|
Cristiano R. Amon
Executive Vice President, Qualcomm Technologies, Inc. and President, QCT
|
432,000
|
343,375
|
71,625
|
17,000
|
452,818
|
146,531
|
314,562
|
Paul E. Jacobs
Executive Chairman
|
3,030,250
|
2,614,294
|
415,956
|
0
|
1,955,464
|
830,354
|
1,159,141
|
All current executive officers as a group (10 persons)
|
7,549,550
|
6,449,218
|
1,070,582
|
29,750
|
6,788,549
|
2,775,283
|
4,159,591
|
All current directors, who are not executive officers, as a group (13 persons) (1)
|
332,500
|
108,245
|
224,255
|
0
|
194,863
|
168,253
|
34,383
|
All employees, who are not executive officers, as a group (26,788 persons)
|
166,028,467
|
117,448,024
|
24,872,134
|
14,498
|
94,114,214
|
53,692,395
|
33,249,860
|
(1)
|
Amount includes 24,635 fully vested deferred stock units granted to nonemployee directors in lieu of their annual cash retainer and 149,894 deferred stock units and 20,334 restricted stock units granted under the nonemployee director compensation program.
|
|
|
|
|
|
Plan Category
|
|
Number of Shares to be Issued Upon Exercise / Vesting of Outstanding Awards
|
|
Weighted Average Exercise Price of Outstanding Options (1)
|
|
Number of Shares Remaining Available for Future Issuance
|
|
||
Equity compensation plans approved by stockholders (2)
|
|
61,123
|
|
(4)
|
$41.76
|
|
71,826
|
|
(6)
|
Equity compensation plans not approved by stockholders (3)
|
|
995
|
|
(5)
|
$28.17
|
|
—
|
|
|
Total
|
|
62,118
|
|
|
$41.40
|
|
71,826
|
|
|
(1)
|
Weighted Average Exercise Price of Outstanding Options does not include outstanding performance shares, time-based restricted stock units and performance-based restricted stock units, which were all granted under an equity compensation plan approved by stockholders.
|
(2)
|
Consists of four plans: the Company’s 2001 Stock Option Plan, 2006 Long-Term Incentive Plan, 2001 Non-Employee Directors’ Stock Option Plan and Amended and Restated 2001 Employee Stock Purchase Plan.
|
(3)
|
Consists of the Atheros Communications, Inc. 2004 Stock Incentive Plan, as amended (the Atheros Plan), which was assumed in connection with the acquisition of Atheros in May of 2011, and other plans assumed in connection with mergers and acquisitions.
|
(4)
|
Includes approximately 32,522,000 shares that may be issued upon the satisfaction of performance objectives or other conditions pursuant to performance shares, time-based restricted stock units and performance-based restricted stock units granted under the 2006 Long-Term Incentive Plan. The performance shares include the maximum number of shares that may be issued.
|
(5)
|
Includes approximately 219,000 shares that may be issued under the Atheros Plan.
|
(6)
|
Includes approximately 26,361,000 shares reserved for issuance under the Amended and Restated 2001 Employee Stock Purchase Plan.
|
|
|
|
|
|
|
|
|
|
|
•
|
A majority of our long-term incentive equity awards (based on the annualized value of the front-loaded restricted stock units) are performance-based. All of the long-term incentive equity awards granted in fiscal 2015 were performance-based.
|
•
|
A significant portion of our NEOs’ compensation varies with Company financial and stock performance.
|
•
|
We have a balanced approach to incentive programs, including a mix of short- and long-term incentives and performance measures.
|
•
|
We have limits on incentive amounts that may be earned in the event we significantly exceed our annual financial performance objectives or experience exceptional performance relative to peer companies. We also have limits on incentive amounts that may be earned in the event we do not meet or exceed our annual financial performance objectives. Further, if certain threshold annual financial performance objectives are not met, no incentive amounts will be earned.
|
•
|
We have an enterprise risk management process that includes compensation, talent management and succession planning.
|
•
|
We have stock ownership guidelines.
|
•
|
We do not provide tax gross-ups for benefits unless they are provided under a policy generally applicable to all eligible employees, such as relocation.
|
•
|
We have a cash incentive compensation clawback policy in the event of an accounting restatement.
|
•
|
Our insider trading policy includes a prohibition on hedging and pledging of our common stock covering all executive officers and directors.
|
•
|
Our NEOs do not have severance agreements or employment contracts, and our equity acceleration in the event of a change in control is “double-trigger.”
|
•
|
Our compensation decisions are made with both prevalent practices and comparative performance information as background, using objectively selected smaller and larger peers where the Company is reasonably positioned in the middle of the range.
|
•
|
The Compensation Committee engages an independent compensation consulting firm to advise it on compensation matters, such as recommendations for potential peer companies, analyses of competitive practices for executive officers, directors and aggregate equity compensation spending.
|
|
|
|
|
|
•
|
Replaced an adjusted operating income measure with an adjusted earnings per share (EPS) measure that includes share-based compensation expense. The change further encourages named executive officers to focus on (1) growing per share net income, (2) reducing our share count and (3) managing our share-based compensation expense.
|
•
|
Added an adjusted return on invested capital (ROIC) measure for determining 50% of PSU awards with the remaining 50% continuing to be earned based on relative total shareholder return (TSR).
|
•
|
Removed the interim measurement periods for determining earned PSUs and will measure performance only for the full three years for grants beginning in fiscal 2015.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
a)
|
have beneficially owned 3% or more of the Company's outstanding common stock, including recallable loaned stock, continuously for at least three years before submitting the nomination;
|
b)
|
give the Company, within the time period identified in its bylaws, written notice of the information required by the bylaws and any Securities and Exchange Commission (SEC) rules about (i) the nominee, including consent to being named in proxy materials and to serving as director if elected; and (ii) the Nominator, including proof it owns the required shares (the "Disclosure"); and
|
c)
|
certify that (i) it will assume liability stemming from any legal or regulatory violation arising out of the Nominator's communications with the Company shareholders, including the Disclosure and Statement; (ii) it will comply with all applicable laws and regulations if it uses soliciting material other than the Company's proxy materials; and (iii) to the best of its knowledge, the required shares were acquired in the ordinary course of business, not to change or influence control at the Company.
|
|
|
|
|
|
•
|
Each director serves a one-year term and stands for re-election at each annual meeting of stockholders.
|
•
|
In an uncontested election, directors must be elected by a majority vote, and a director who fails to receive the required majority of votes for re-election must tender his or her written resignation for consideration by the Board.
|
•
|
The Board is composed entirely of independent directors, other than the Executive Chairman and the CEO.
|
•
|
Standing committees of the Board are comprised only of independent directors.
|
•
|
We have an independent Presiding Director (elected by and from the independent members of the Board) with defined and significant responsibilities, including acting as the principal liaison between the independent directors and the Executive Chairman and the CEO, collaborating with the Executive Chairman and the CEO in developing agendas for Board meetings, and presiding during executive sessions of the independent directors.
|
•
|
Our stockholders are able to:
|
◦
|
recommend director candidates to our Governance Committee, which considers such recommendations in the same manner as recommendations received from other sources (as described above in the “Corporate Governance” section under the heading “Director Nominations”);
|
◦
|
directly nominate director candidates and solicit proxies for the election of those candidates in accordance with our bylaws and the federal securities laws;
|
◦
|
submit proposals for inclusion in the Company’s proxy statement for consideration at an annual meeting of stockholders, subject to the rules and regulations of the SEC;
|
◦
|
communicate directly with members of our Board, the Executive Chairman, the Presiding Director, any Board committee or our independent directors as a group (as described further in the “Corporate Governance” section under “Communications with Directors”); and
|
◦
|
express their views on executive compensation through annual “say-on-pay” votes.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount and Nature of
Beneficial Ownership (1)
|
||
Name of Beneficial Owner
|
Number of
Shares
|
Percent of
Class
|
|
BlackRock, Inc.
|
106,042,068
|
|
7.10%
|
55 East 52nd Street
|
|
|
|
New York, NY 10055 (2)
|
|
|
|
Vanguard Group Inc.
|
101,772,524
|
|
6.81%
|
P.O. Box 2600, V26
|
|
|
|
Valley Forge, PA 19482-2600 (3)
|
|
|
|
Steve Mollenkopf (4)
|
278,881
|
|
*
|
George S. Davis (5)
|
64,363
|
|
*
|
Derek K. Aberle (6)
|
169,393
|
|
*
|
Cristiano R. Amon (7)
|
81,135
|
|
*
|
Paul E. Jacobs (8)
|
1,772,594
|
|
*
|
Barbara T. Alexander (9)
|
46,144
|
|
*
|
Donald G. Cruickshank (10)
|
69,225
|
|
*
|
Raymond V. Dittamore (11)
|
81,531
|
|
*
|
Jeffrey W. Henderson (12)
|
—
|
|
*
|
Susan Hockfield (13)
|
2,227
|
|
*
|
Thomas W. Horton (14)
|
14,591
|
|
*
|
Sherry Lansing (15)
|
41,384
|
|
*
|
Harish Manwani (16)
|
—
|
|
*
|
Mark D. McLaughlin (17)
|
5,650
|
|
*
|
Clark T. Randt, Jr. (18)
|
748
|
|
*
|
Francisco Ros (19)
|
4,847
|
|
*
|
Jonathan J. Rubinstein (20)
|
797
|
|
*
|
Marc I. Stern (21)
|
389,617
|
|
*
|
Anthony J. Vinciquerra (22)
|
1,567
|
|
*
|
All Executive Officers and Directors as a Group (23 persons) (23)
|
3,640,245
|
|
*
|
*
|
Less than 1%
|
(1)
|
The information for officers and directors in this table is based upon information supplied by those officers and directors. Unless otherwise indicated in the footnotes to this table and subject to community property laws where applicable, the Company believes that each of the stockholders named in this table has sole voting and investment power with respect to the shares indicated as beneficially owned. Applicable percentages are based on 1,494,451,232 shares outstanding on
December 14, 2015
, adjusted as required by rules promulgated by the SEC.
|
(2)
|
This information is as of December 31, 2014 and based on the Schedule 13G/A filed with the SEC by BlackRock, Inc. on January 30, 2015.
|
(3)
|
This information is as of December 31, 2014 and based on the Schedule 13G filed with the SEC by Vanguard Group Inc. on February 10, 2015.
|
(4)
|
Includes 192,716 shares held in family trusts and 86,165 restricted stock units and related dividend equivalents that will vest within 60 days.
|
(5)
|
Includes 64,363 shares held in family trusts.
|
(6)
|
Includes 101,051 shares issuable upon exercise of options exercisable within 60 days.
|
(7)
|
Includes 80,125 shares issuable upon exercise of options exercisable within 60 days.
|
(8)
|
Includes 1,135,468 shares held in family trusts, 534 shares held by an individual sharing Dr. Jacobs’s household, 397 shares held by his former spouse, 2,200 shares owned by The Paul and Stacy Jacobs Foundation and 218,039 shares held for the benefit of his children. Also includes 415,956 shares issuable upon exercise of options exercisable within 60 days, of which all shares are held in trusts for the benefit of his children. Dr. Jacobs disclaims all beneficial ownership for the shares held in trust for the benefit of his children and his former spouse.
|
(9)
|
Includes 23,929 shares held in family trusts, 22,000 shares issuable upon exercise of options exercisable within 60 days and 215 fully vested deferred stock units and related dividend equivalents to be released within 60 days. Excludes 7,951 fully vested deferred stock units and dividend equivalents that settle three years after the date of grant.
|
(10)
|
Includes -9,225 shares held in a pension plan pursuant to which Sir Donald Cruickshank has voting rights or discretion over the holdings in the plan. Also includes 60,000 shares issuable upon exercise of options exercisable within 60 days.
|
(11)
|
Includes 25,400 shares held in family trusts and 3,131 held jointly with his spouse. Also includes 53,000 shares issuable upon exercise of options exercisable within 60 days. Excludes 10,872 fully vested deferred stock units and dividend equivalents that settle on December 31, 2020 and 5,879 fully vested deferred stock units and dividend equivalents shares that settle three years after the date of grant.
|
(12)
|
Mr. Henderson joined the Board on January 12, 2016.
|
(13)
|
Includes 2,227 shares held in a living trust. Excludes 5,879 fully vested deferred stock units and dividend equivalents that settle three years after the date of grant.
|
(14)
|
Includes 12,091 shares held jointly with Mr. Horton’s spouse and 2,500 shares issuable upon exercise of options exercisable within 60 days. Excludes 5,879 fully vested deferred stock units and dividend equivalents that settle three years after the date of grant.
|
(15)
|
Includes 14,629 shares held in family trusts and 26,755 shares issuable upon exercise of options exercisable within 60 days. Excludes 5,879 fully vested deferred stock units and dividend equivalents that settle three years after the date of grant.
|
(16)
|
Excludes 1,975 fully vested deferred stock units and dividend equivalents that settle three years after the date of grant.
|
(17)
|
Includes 5,650 shares held in family trusts.
|
(18)
|
Includes 748 shares held jointly with Mr. Randt’s spouse. Excludes 2,745 fully vested deferred stock units and dividend equivalents that settle on March 4, 2020.
|
(19)
|
Excludes 5,879 fully vested deferred stock units and dividend equivalents that settle three years after the date of grant.
|
(20)
|
Includes 797 shares held in family trusts. Excludes 2,745 fully vested deferred stock units and dividend equivalents that settle on March 4, 2019 and 2,492 fully vested deferred stock units and dividend equivalents that settle three years after the date of grant.
|
(21)
|
Includes 295,437 shares owned through a grantor trust and 34,180 shares owned by The Marc and Eva Stern Foundation (the Foundation), of which Mr. Stern is the trustee. Mr. Stern disclaims all beneficial ownership for the shares owned by the Foundation. Also includes 60,000 shares issuable upon exercise of options exercisable within 60 days. Excludes 18,554 fully vested deferred stock units and dividend equivalents that settle upon retirement from the Board.
|
(22)
|
Includes 1,567 shares held in family trusts. Excludes 318 fully vested deferred stock units and dividend equivalents that settle on January 1, 2019.
|
(23)
|
Includes 1,309,712 shares issuable upon exercise of options exercisable within 60 days. Also includes 86,380 fully vested restricted stock units, deferred stock units and dividend equivalents to be released within 60 days for all directors and executive officers as a group. Excludes 77,044 fully vested deferred stock units and related dividend equivalents.
|
|
|
|
|
|
|
|
|
|
|
|
Page
|
Our Named Executive Officers (NEOs) for Fiscal 2015
|
50
|
Compensation Components
|
51
|
The Amounts and Mix of NEO Compensation for Fiscal 2015
|
53
|
Process and Rationale for NEO Compensation Decisions
|
61
|
Performance Measures
|
65
|
|
|
|
|
|
Steve Mollenkopf
|
|
|
|
|
Current position
●
Chief Executive Officer (CEO), since March 2014
Prior Qualcomm positions include:
●
CEO-Elect and President, 2013 - 2014
●
President and Chief Operating Officer, 2011 - 2013
21 years of service with Qualcomm
|
|
|
|
George S. Davis
|
|
|
|
|
Current position
●
Executive Vice President and Chief Financial Officer (CFO), since March 2013
3 years of service with Qualcomm
|
|
|
|
Derek K. Aberle
|
|
|
|
|
Current position
●
President, since March 2014
Prior Qualcomm positions include:
●
Executive Vice President and Group President, 2011 - 2014
●
Executive Vice President and President, QTL, 2008 - 2011
15 years of service with Qualcomm
|
|
|
|
Cristiano R. Amon
|
|
|
|
|
Current position
●
Executive Vice President, Qualcomm Technologies, Inc. and President QCT since November 2015
Prior Qualcomm positions include:
●
Executive Vice President, Qualcomm Technologies, Inc. and Co-President QCT from October 2012 to November 2015 Senior Vice President and Co-President, 2012
●
Senior Vice President, Product Management, 2007 - 2012
18 years of service with Qualcomm
|
|
||
|
|
|
Paul E. Jacobs
|
|
|
|
|
Current position
●
Executive Chairman and Chairman of the Board, since March 2014
Prior Qualcomm positions include:
●
Chairman of the Board and CEO, 2009 - 2014
●
CEO, 2005 - 2009
25 years of service with Qualcomm
|
|
|
|
|
|
Component
|
Form and Purpose
|
Comment
|
Nonqualified deferred compensation program Company match (NQDC Plan)
|
●
Company match on employees’ deferred contributions up to a predefined formula maximum amount
●
Provide a competitive, nonqualified, tax-efficient defined contribution retirement program for employees deemed to be “highly compensated”
|
We do not have a pension plan or other defined benefit retirement program. See the “Fiscal 2015 Nonqualified Deferred Compensation” table for a description of the Company match program.
|
Financial planning reimbursement
|
●
Reimbursement of actual expenses incurred for financial, estate and tax planning
●
Attract and retain executive-level employees
●
Assist NEOs with managing their time
|
We reimburse up to $12,500 for the Executive Chairman, the CEO and the President and up to $8,000 for the other NEOs.
|
Additional life insurance
|
●
Additional coverage, above the amount provided to all employees
●
Attract and retain executive-level employees
|
The additional coverage is $1 million for the Executive Chairman and the CEO and $750,000 for the other NEOs.
|
Use of corporate aircraft for personal travel
|
●
Facilitate flexible travel arrangements and provide security
|
We have a program that limits the amount of compensation reported in the Summary Compensation Table to $250,000 for the CEO and $650,000 for all NEOs in the aggregate.
|
Component
|
Form and Purpose
|
Comment
|
Tax qualified deferred compensation
|
●
401(k) Plan
●
Provide a tax-efficient retirement savings opportunity
●
Attract and retain employees
|
The 401(k) Plan is a tax-qualified deferred compensation plan. We match employee contributions in cash using a tiered structure in order to encourage participation among all employees.
|
Employee Stock Purchase Plan (ESPP)
|
●
Qualcomm stock
●
Encourage stock ownership and align employee and stockholder interests
●
Attract and retain employees
|
The ESPP is a tax-qualified plan available to all U.S.-based employees. Purchases through payroll deductions are limited to $12,500 in fair market value (FMV) of the stock per 6-month offering period (determined on the first day of each offering period). The purchase price is equal to 85% of the lower of: (1) the FMV on the first day of the offering period or (2) the FMV on the last day of the offering period.
|
Charitable contribution match
|
●
Matching cash paid to the charitable organization
●
Encourage and extend employees’ support of cultural, educational and community non-profit organizations
|
We match 100% of employee contributions, up to pre-defined maximum amounts, to qualified tax-exempt non-profit organizations, excluding organizations that further religious doctrine, exclusionary organizations and/or political non-profit organizations. The maximum annual amount we will match is based on the employee’s job level. We will match up to $125,000 for the Executive Chairman, the CEO and the President and up to $100,000 annually for the other NEOs.
|
|
|
|
|
|
|
Base Salary
|
||||
Name
|
2014
($)
|
2015
($)
|
Increase
%
|
||
Steve Mollenkopf
|
1,100,000
|
|
1,130,000
|
|
2.7%
|
George S. Davis
|
725,000
|
|
760,000
|
|
4.8%
|
Derek K. Aberle
|
780,000
|
|
800,000
|
|
2.6%
|
Cristiano R. Amon
|
475,000
|
|
525,000
|
|
10.5%
|
Paul E. Jacobs
|
1
|
|
1
|
|
—%
|
Total
|
3,080,001
|
|
3,215,001
|
|
4.4%
|
•
|
Adjusted Revenues performance was 90% of the objective and Adjusted Operating Income performance was 88% of the objective. Consistent with the ACIP, we applied a relative weighting of 40% to Adjusted Revenues and 60% to Adjusted Operating Income to emphasize the relative importance of operating income to stockholder value creation. Accordingly, our weighted financial performance was 89% [(90% x 40%) + (89% x 60%)].
|
•
|
The funding rate is based on the weighted financial performance, such that:
|
◦
|
For each one percent that the weighted financial performance exceeds the objective, the funding rate increases by 0.04 from the target funding rate of 1.00 up to a maximum of 2.00.
|
◦
|
For each one percent that the weighted financial performance falls short of the objective, the funding rate decreases by 0.05 from the target funding rate of 1.00, which would reach zero for weighted financial performance at or below 80% of the objective.
|
•
|
Our fiscal 2015 weighted financial performance was 89%, or 11 percent short of the objective, resulting in a 0.52 reduction from the target funding rate of 1.00. Accordingly, the fiscal 2015 ACIP funding rate was 0.48 (1.00 - 0.52).
|
Name
|
|
ACIP Target
($)
|
x
|
Funding Rate
|
=
|
Performance-Adjusted Amount
($)
|
|
Earned Amount Awarded by Compensation Committee
($)
|
|
Variance of Earned Amount vs Performance-Adjusted Amount
(%) |
||
Steve Mollenkopf
|
|
2,260,000
|
|
|
0.48
|
|
1,084,800
|
|
|
1,025,000
|
|
-6%
|
George S. Davis
|
|
988,000
|
|
|
0.48
|
|
474,240
|
|
|
400,000
|
|
-16%
|
Derek K. Aberle
|
|
1,080,000
|
|
|
0.48
|
|
518,400
|
|
|
520,000
|
|
0%
|
Cristiano R. Amon
|
|
525,000
|
|
|
0.48
|
|
252,000
|
|
|
320,000
|
|
27%
|
Paul E. Jacobs
|
|
—
|
|
|
n/a
|
|
—
|
|
|
n/a
|
|
n/a
|
Total
|
|
4,853,000
|
|
|
|
|
2,329,440
|
|
|
2,265,000
|
|
-3%
|
•
|
In fiscal 2013, the Company exceeded the Adjusted Revenues and Adjusted Operating Income objectives by 5% and 3%, respectively, resulting in an ACIP funding rate of 1.16 (16% above the target amount).
|
•
|
In fiscal 2014, the Company fell short of the Adjusted Revenues and Adjusted Operating Income objectives, resulting in an ACIP funding rate of 0.71 (29% below the target amount).
|
•
|
In fiscal 2015, the Company fell short of the Adjusted Revenues and Adjusted Operating Income objectives, resulting in an ACIP funding rate of 0.48 (52% below the target amount).
|
Award Level
|
Qualcomm’s TSR Percentile Rank Among the NASDAQ-100
|
Multiple of Target RTSR PSUs Earned
(1)
|
Maximum Award Level
|
90
th
percentile and above
|
2x
|
Target Award Level
|
60
th
percentile
|
1x
|
Threshold Award Level
|
33
rd
percentile
|
0.33x
|
Below Threshold
|
Below 33
rd
percentile
|
No shares would be earned
|
(1)
|
The multiple of target RTSR PSUs earned between the award levels interpolates linearly with our TSR percentile ranking.
|
Award Level
|
Average Annual ROIC
for Fiscal 2016 - 2018
|
Multiple of Target ROIC PSUs Earned
(1)
|
Maximum Award Level
|
ROIC is at or above 120% of Target
|
2x
|
Target Award Level
|
ROIC is at Target
|
1x
|
Threshold Award Level
|
ROIC is 80% of Target
|
0.33x
|
Below Threshold
|
ROIC is less than 80% of Target
|
No shares would be earned
|
(1)
|
The multiple of target ROIC PSUs earned between the award levels interpolates linearly with our average annual Adjusted ROIC.
|
|
Grant Date Fair Value
|
||
Name
|
RTSR PSUs
($)
|
ROIC PSUs
($)
|
Aggregate PSU Awards
($)
|
Steve Mollenkopf
|
4,000,019
|
4,000,015
|
8,000,034
|
George S. Davis
|
1,350,014
|
1,350,032
|
2,700,046
|
Derek K. Aberle
|
1,890,052
|
1,890,002
|
3,780,054
|
Cristiano Amon
|
1,810,048
|
1,810,012
|
3,620,060
|
Paul E. Jacobs
|
4,500,028
|
4,500,017
|
9,000,045
|
Total
|
13,550,161
|
13,550,078
|
27,100,239
|
Name
|
Grant Date Fair Value
($ millions)
|
Periods Covered By Grant Value
|
Vesting
|
||
Steve Mollenkopf
|
30.0
|
|
|
Fiscal 2014 through 2018
|
Five equal annual installments
|
George S. Davis
|
6.9
|
|
|
Fiscal 2014 through 2016
|
Five equal annual installments
|
Derek K. Aberle
|
16.1
|
|
|
Fiscal 2014 through 2018
|
Five equal annual installments
|
Cristiano R. Amon
|
4.1
|
|
|
Fiscal 2014 through 2016
|
Five equal annual installments
|
Paul E. Jacobs
|
45.0
|
|
|
Fiscal 2014 through 2018
|
Three equal installments on the 3rd, 4th and 5th anniversaries of the grant date
|
•
|
Our relative TSR for the fiscal 2010 RTSR PSU awards (for the three-year performance period from 11/2/2009 - 10/31/2012) underperformed the NASDAQ-100 TSR, resulting in a payout of 98% of the target shares.
|
•
|
Our relative TSR for the fiscal 2011 RTSR PSU awards (for the three-year performance period from 11/1/2010 - 10/31/2013) out-performed the NASDAQ-100 TSR, resulting in a payout of 119% of the target shares.
|
•
|
Our relative TSR for the fiscal 2012 RTSR PSU awards (for the three-year performance period from 9/26/2011 - 9/26/2014) underperformed the NASDAQ-100 TSR, resulting in a payout of 88% of the target shares.
|
•
|
Our relative TSR for the fiscal 2013 RTSR PSU awards (for the two-year performance period from 9/30/2013 - 9/27/2015) was below the 33
rd
percentile threshold compared to the NASDAQ-100, and as a result, no shares were earned or issued.
|
(1)
|
We are providing information on PSUs granted prior to fiscal 2015 to illustrate the historical performance of PSUs and the strong relationship between the percent of target PSUs earned and our TSR relative to the NASDAQ-100.
|
|
|
|
|
|
•
|
Technology, telecommunications and media companies (excluding those that are primarily content producers) based on Global Industry Classification Standard (GICS) codes;
|
•
|
Companies of comparable size, with both market capitalization and revenues between 0.25x to 4.0x Qualcomm’s size;
|
◦
|
Market capitalization, a key component of which is stock price, is the key driver of equity compensation grant value, and equity compensation grant value is the single largest component of CEO compensation among technology companies with large market capitalizations;
|
◦
|
Market capitalization is directly related to stockholder benefit; and
|
◦
|
A significant portion of our business is technology licensing, which is a high-margin business, and as such, Qualcomm typically has higher market capitalization and profit than companies with similar revenues.
|
•
|
Comparable compensation model;
|
•
|
Consistent and on-going data availability; and
|
•
|
Peers of peers, which are the peer companies often disclosed by our peer companies.
|
Revenue
|
|
Net Income
|
|
EBITDA
|
|
EBITDA Margin
|
|
Market Cap
|
||||||||||
Company
|
Ticker
|
$ Millions
|
|
Ticker
|
$ Millions
|
|
|
Ticker
|
$ Millions
|
|
Ticker
|
|
|
Ticker
|
$ Millions
|
|||
Microsoft
|
MSFT
|
93,074
|
|
|
MSFT
|
20,675
|
|
|
MSFT
|
34,150
|
|
|
V
|
68%
|
|
GOOG
|
372,734
|
|
IBM
|
IBM
|
92,793
|
|
|
GOOG
|
14,444
|
|
|
INTC
|
24,191
|
|
|
FB
|
50%
|
|
MSFT
|
334,103
|
|
Amazon.com
|
AMZN
|
88,988
|
|
|
IBM
|
12,022
|
|
|
CMCSA
|
23,160
|
|
|
ORCL
|
46%
|
|
FB
|
229,955
|
|
Comcast
|
CMCSA
|
68,775
|
|
|
INTC
|
11,704
|
|
|
IBM
|
22,833
|
|
|
INTC
|
43%
|
|
ORCL
|
188,695
|
|
Google
|
GOOG
|
66,001
|
|
|
ORCL
|
10,827
|
|
|
GOOG
|
21,476
|
|
|
TXN
|
39%
|
|
AMZN
|
173,027
|
|
United Technologies
|
UTX
|
64,270
|
|
|
CSCO
|
8,653
|
|
|
ORCL
|
17,856
|
|
|
MSFT
|
37%
|
|
V
|
161,161
|
|
Intel
|
INTC
|
55,870
|
|
|
CMCSA
|
8,380
|
|
|
CSCO
|
13,434
|
|
|
QCOM
|
36%
|
|
IBM
|
158,979
|
|
Cisco
|
CSCO
|
48,083
|
|
|
QCOM
|
8,064
|
|
|
UTX
|
11,231
|
|
|
TWC
|
36%
|
|
INTC
|
148,470
|
|
Lockheed Martin
|
LMT
|
45,600
|
|
|
UTX
|
6,220
|
|
|
QCOM
|
9,687
|
|
|
MU
|
35%
|
|
CMCSA
|
143,494
|
|
Honeywell
|
HON
|
40,306
|
|
|
V
|
5,600
|
|
|
V
|
8,759
|
|
|
CMCSA
|
34%
|
|
CSCO
|
140,570
|
|
Oracle
|
ORCL
|
38,840
|
|
|
HON
|
4,239
|
|
|
DTV
|
8,489
|
|
|
GOOG
|
33%
|
|
QCOM
|
114,688
|
|
DirecTV
|
DTV
|
33,260
|
|
|
MU
|
3,690
|
|
|
TWC
|
8,228
|
|
|
CSCO
|
28%
|
|
UTX
|
106,579
|
|
Qualcomm
|
QCOM
|
26,964
|
|
|
LMT
|
3,614
|
|
|
HON
|
7,353
|
|
|
EBAY
|
28%
|
|
HON
|
81,591
|
|
EMC
|
EMC
|
24,440
|
|
|
FB
|
2,940
|
|
|
LMT
|
6,368
|
|
|
DTV
|
26%
|
|
EBAY
|
70,600
|
|
Time Warner Cable
|
TWC
|
22,812
|
|
|
TXN
|
2,821
|
|
|
EMC
|
6,323
|
|
|
EMC
|
26%
|
|
LMT
|
63,729
|
|
eBay
|
EBAY
|
17,902
|
|
|
DTV
|
2,756
|
|
|
FB
|
6,225
|
|
|
IBM
|
25%
|
|
TXN
|
59,851
|
|
Micron Technology (+)
|
MU
|
16,889
|
|
|
EMC
|
2,714
|
|
|
MU
|
5,898
|
|
|
ADP
|
23%
|
|
EMC
|
50,737
|
|
Texas Instruments
|
TXN
|
13,045
|
|
|
TWC
|
2,031
|
|
|
TXN
|
5,135
|
|
|
BRCM
|
19%
|
|
DTV
|
42,783
|
|
Visa (+)
|
V
|
12,929
|
|
|
ADP
|
1,437
|
|
|
AMZN
|
5,057
|
|
|
HON
|
18%
|
|
TWC
|
42,086
|
|
Facebook
|
FB
|
12,466
|
|
|
BRCM
|
652
|
|
|
EBAY
|
5,039
|
|
|
UTX
|
17%
|
|
ADP
|
40,859
|
|
ADP
|
ADP
|
11,629
|
|
|
EBAY
|
46
|
|
|
ADP
|
2,650
|
|
|
LMT
|
14%
|
|
MU
|
29,165
|
|
Broadcom
|
BRCM
|
8,428
|
|
|
AMZN
|
-241
|
|
|
BRCM
|
1,631
|
|
|
AMZN
|
6%
|
|
BRCM
|
25,934
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
75th percentile
|
|
64,270
|
|
|
|
8,653
|
|
|
|
17,856
|
|
|
|
37%
|
|
|
161,161
|
|
50th percentile
|
|
38,840
|
|
|
|
3,690
|
|
|
|
8,228
|
|
|
|
28%
|
|
|
106,579
|
|
25th percentile
|
|
16,889
|
|
|
|
2,714
|
|
|
|
5,898
|
|
|
|
23%
|
|
|
50,737
|
|
QCOM percentile rank
|
|
41
|
%
|
|
|
69
|
%
|
|
|
62
|
%
|
|
|
69%
|
|
|
51
|
%
|
(1)
|
Data reflected in Figure 17 represents the latest four quarters of data available on March 31, 2015 reported in Standard & Poor’s Compustat reports as of March 31, 2015, the time at which FWC prepared the peer company selection analysis, and therefore does not reflect the acquisition of DirecTV by AT&T or Google’s new operating structure under the name Alphabet, Inc.
|
•
|
The Committee’s evaluation of the NEO’s individual performance and contributions to financial objectives;
|
•
|
Labor market conditions, the need to retain and motivate the NEO and the NEO’s potential to assume increased responsibilities (which may be part of the Company’s leadership succession plans) and contribute long-term value to the Company;
|
•
|
Operational management, such as project milestones, process improvements and expense management;
|
•
|
Internal working and reporting relationships, and our desire to encourage partnerships and teamwork among our NEOs (for example, using the same ACIP financial metrics and objectives for all NEOs promotes teamwork and collaboration and our NEO’s contribution to company-wide initiatives, such as our commitment to reduce operating expenses);
|
•
|
Individual expertise, skills, knowledge and tenure in position;
|
•
|
Leadership actions that communicate, promote and support compliance with our Code of Ethics and our Code of Business Conduct (such as discussing ethics at breakfast meetings our NEOs have with employees, participating in an internal video series on compliance and establishing a review board to oversee internal investigations); and
|
•
|
Developing and motivating employees (such as establishing processes for identifying and assessing high potential employees) and attracting and retaining employees (such as initiatives to increase the pipeline of women in leadership roles).
|
•
|
Provided information, insights and advice regarding compensation philosophy, objectives and strategy;
|
•
|
Recommended peer group selection criteria and identified and recommended potential peer companies;
|
•
|
Provided analyses of competitive compensation practices for executive officers and nonemployee directors;
|
•
|
Provided analyses of potential risks arising from executive and non-executive compensation programs;
|
•
|
Provided analyses of aggregate equity compensation spending and related dilution;
|
•
|
Reviewed and commented on recommendations regarding NEO compensation;
|
•
|
Advised the Compensation Committee on specific issues as they arose, including engagement with stockholders; and
|
•
|
Kept the Compensation Committee informed of executive compensation trends and regulatory and governance considerations related to executive compensation.
|
|
|
|
|
|
•
|
the QSI segment;
|
•
|
acquisition-related items, which may include (i) third-party acquisition and integration services costs, (ii) amortization of certain intangible assets, (iii) recognition of the step-up of inventories to fair value, (iv) expenses related to the termination of contracts that limit the use of the acquired intellectual property, and (v) and the related tax effects of these items;
|
•
|
certain tax items that are unrelated to the fiscal year in which they are recorded;
|
•
|
certain other items, which may include major restructuring and restructuring-related costs, goodwill and long-lived asset impairments and litigation settlements and/or damages; and
|
•
|
to the extent that they were not anticipated in establishing the ACIP target: (i) the impact of share repurchases and (ii) the operating results of acquisitions completed in the relevant year for which the purchase price exceeds $500 million.
|
•
|
the QSI segment;
|
•
|
certain acquisition-related items, including (i) third-party acquisition and integration services costs, (ii) amortization of certain intangible assets, (iii) recognition of the step-up of inventories to fair value, (iv) expenses related to the termination of contracts that limit the use of the acquired intellectual property;
|
•
|
tax items exceeding $10 million that are unrelated to the fiscal year in which they are recorded;
|
•
|
certain other items, including restructuring and restructuring-related costs; impairments of goodwill and indefinite- and long-lived assets; litigation settlements and/or damages; and gains and losses on divestitures and sales of certain assets.
|
•
|
The alignment of pay philosophy, peer group companies and compensation amounts relative to competitive practices to support our business objectives;
|
•
|
Effective balance of cash and equity, short- and long-term performance periods, limits on performance-based award schedules, Company financial metrics with consideration of individual performance factors and Compensation Committee discretion; and
|
•
|
Ownership guidelines, a clawback policy, an insider trading policy, an equity award approval authorization policy and independent Compensation Committee oversight.
|
|
|
|
|
|
Name and Principal Position
|
Year
|
Salary
($) (3)
|
Bonus
($) (4)
|
Stock
Awards
($) (5)
|
Non-Equity Incentive Plan Compensation
($) (6)
|
All Other Compensation
($) (7)
|
Total
($)
|
||||||
Steve Mollenkopf
Chief Executive Officer
(8)
|
2015
|
1,141,886
|
|
—
|
|
8,000,034
|
|
1,025,000
|
|
205,405
|
|
10,372,325
|
|
2014
|
1,069,239
|
|
—
|
|
58,000,203
|
|
1,550,000
|
|
121,150
|
|
60,740,592
|
|
|
2013
|
815,006
|
|
1,500
|
|
12,000,079
|
|
1,325,000
|
|
166,481
|
|
14,308,066
|
|
|
George S. Davis
Executive Vice President and Chief Financial Officer
|
2015
|
758,665
|
|
—
|
|
2,700,046
|
|
400,000
|
|
159,606
|
|
4,018,317
|
|
2014
|
724,043
|
|
—
|
|
9,600,019
|
|
665,000
|
|
167,555
|
|
11,156,617
|
|
|
2013
|
363,463
|
|
1,000,000
|
|
11,500,110
|
|
590,000
|
|
192,023
|
|
13,645,596
|
|
|
Derek K. Aberle
President
(9)
|
2015
|
805,394
|
|
—
|
|
3,780,054
|
|
520,000
|
|
237,474
|
|
5,342,922
|
|
2014
|
772,734
|
|
—
|
|
30,380,219
|
|
720,000
|
|
230,706
|
|
32,103,659
|
|
|
2013
|
728,321
|
|
—
|
|
8,000,053
|
|
1,045,000
|
|
284,061
|
|
10,057,435
|
|
|
Cristiano R. Amon
Executive Vice President, Qualcomm Technologies, Inc. and President, QCT
|
2015
|
523,090
|
|
—
|
|
3,620,060
|
|
320,000
|
|
102,305
|
|
4,565,455
|
|
2014
|
474,048
|
|
—
|
|
10,760,281
|
|
460,000
|
|
9,973
|
|
11,704,302
|
|
|
2013
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Paul E. Jacobs
Executive Chairman and Chairman of the Board
(10)
|
2015
|
1
|
|
5,375
|
|
9,000,045
|
|
—
|
|
309,392
|
|
9,314,813
|
|
2014
|
969,984
|
|
21,375
|
|
54,000,175
|
|
1,300,000
|
|
650,458
|
|
56,941,992
|
|
|
2013
|
1,200,014
|
|
8,325
|
|
15,000,069
|
|
3,480,000
|
|
760,532
|
|
20,448,940
|
|
(1)
|
We did not grant any stock option awards to our NEOs during fiscal
2015
. As a result, the “Option Awards” column has been omitted from the Fiscal
2015
Summary Compensation Table.
|
(2)
|
We do not offer a pension plan or other defined benefit retirement plan to our NEOs. We do not provide above-market or preferential earnings on deferred compensation, nor do we provide dividends on stock in the Non-Qualified Deferred Compensation (NQDC) Plan at a rate higher than dividends on our common stock. As a result, the “Change in Pension Value and Nonqualified Deferred Compensation Earnings” column has been omitted from the Fiscal
2015
Summary Compensation Table.
|
(3)
|
Salaries for NEOs as presented in this column may include vacation match payments payable under our vacation policy. This column also includes portions of the NEOs’ salaries that they may have deferred pursuant to the NQDC Plan (see “Fiscal
2015
Nonqualified Deferred Compensation” table).
|
(4)
|
The amounts in this column, with the exception of Mr. Davis who received a new hire bonus, represent amounts received under our patent award program. We disclose annual cash incentives in the “Non-Equity Incentive Plan Compensation” column.
|
(5)
|
Stock awards granted to NEOs include annual grants and may include special grants for new hires, promotions and/or retention. The amounts in this column represent the grant date fair values of PSUs and RSUs granted during the fiscal year. The grant date fair values of RSUs were determined based on the fair value of our common stock on the date of grant. The PSU grant date fair values were determined based on a Monte Carlo simulation (which probability weights multiple potential outcomes). The amounts may not be indicative of the realized value of the awards if and when they vest. See the “Fiscal
2015
Grants of Plan-Based Awards” table for details on the stock awards granted to the NEOs during fiscal
2015
. If we assume that the highest level of performance conditions will be achieved with respect to the PSUs (and thus the maximum number of shares will be issued under the PSUs), using the fair value of our common stock on the grant date for such shares, the fiscal 2015 stock awards would be as follows: $16,000,068 for Mr. Mollenkopf; $5,400,092 for Mr. Davis; $7,560,108 for Mr. Aberle; $7,240,120 for Mr. Amon; and $18,000,090 for Dr. Jacobs.
|
(6)
|
The amounts in this column represent cash awards earned under our annual cash incentive plan (ACIP) for performance during fiscal
2015
. The Compensation Committee approved the fiscal 2015 ACIP amounts on December 1, 2015, and the NEOs received payment in December 2015. See the “Compensation Discussion and Analysis” (CD&A) section and the “Fiscal
2015
Grants of Plan-Based Awards” table for a description of the ACIP and the payments made thereunder. This column includes portions of the NEOs’ ACIP amounts that they may have deferred pursuant to the NQDC Plan (see “Fiscal
2015
Nonqualified Deferred Compensation” table).
|
(7)
|
See the “Fiscal
2015
All Other Compensation” table for an itemized account of all other compensation reported in this column.
|
(8)
|
The 2014 salary amount represents compensation for Mr. Mollenkopf from September 30 through December 11, 2013 as President and Chief Operating Officer, from December 12, 2013 through March 3, 2014 as Chief Executive Officer-elect and President and from March 4, 2014 through September 28, 2014 as Chief Executive Officer.
|
(9)
|
The 2014 salary amount represents compensation for Mr. Aberle from September 30, 2013 through March 9, 2014 as Executive Vice President and Group President and from March 10, 2014 through September 28, 2014 as President.
|
(10)
|
The 2014 amounts represent compensation for Dr. Jacobs from September 30, 2013 through March 3, 2014 as Chief
Executive Officer and from March 5, 2014 through September 28, 2014 as Executive Chairman. Dr. Jacobs’s salary and non-equity incentive plan target were reduced on March 4, 2014 when he stepped down as our Chief Executive Officer and assumed his current role of Executive Chairman.
|
|
|
|
|
|
Name
|
Perquisites and Other Personal Benefits
($) (1)
|
Nonqualified Deferred Compensation Plan
($) (2)
|
Charitable Match
($) (3)
|
Company Matching 401k Contributions
($) (4)
|
Life Insurance Premiums
($) (5)
|
All Other Compensation Total
($)
|
||||||
Steve Mollenkopf
|
—
|
|
77,500
|
|
117,120
|
|
5,475
|
|
5,310
|
|
205,405
|
|
George S. Davis
|
—
|
|
111,847
|
|
30,845
|
|
5,052
|
|
11,862
|
|
159,606
|
|
Derek K. Aberle
|
35,658
|
|
119,539
|
|
72,707
|
|
5,475
|
|
4,095
|
|
237,474
|
|
Cristiano R. Amon
|
17,713
|
|
75,724
|
|
—
|
|
5,475
|
|
3,393
|
|
102,305
|
|
Paul E. Jacobs
|
24,819
|
|
154,829
|
|
125,000
|
|
—
|
|
4,744
|
|
309,392
|
|
(1)
|
Perquisites and other personal benefits for a named executive officer are excluded if the total value of all of such perquisites and personal benefits is less than $10,000. If the total value of all perquisites and personal benefits for a named executive officer is $10,000 or more, then each perquisite or personal benefit, regardless of its amount, is
|
(2)
|
See the Nonqualified Deferred Compensation discussion for a description of the NQDC Plan and the Company match program thereunder. The amounts disclosed represent the Company’s match, in cash, of up to 8% of the aggregate of the participant’s base salary plus ACIP amounts deferred on a pre-tax basis under the NQDC Plan.
|
(3)
|
We match 100% of an employee’s contributions, up to predetermined maximum amounts, to encourage and extend employees’ support of qualified tax exempt non-profit organizations, excluding organizations that further religious doctrine, exclusionary organizations or political organizations. The amounts disclosed represent our matching contributions for NEO contributions to cultural, education and community non-profit organizations. We will match up to $125,000 for our Executive Chairman, CEO and President and up to $100,000 for other NEOs.
|
(4)
|
The 401(k) plan is a voluntary, tax-qualified deferred compensation plan available to all U.S. employees. We match employee contributions in cash, up to certain limits, using a tiered structure in order to encourage participation among our U.S.-based employees. This program provides a tax-efficient retirement savings opportunity. The amounts disclosed represent the cash value of the Company matches of our NEO’s contributions to the 401(k) plan.
|
(5)
|
We provide our executive officers additional life insurance above the amounts provided to other employees. The additional coverage is $1 million for the Executive Chairman, the CEO and the President and $750,000 for the other NEOs. The amounts disclosed represent the premiums paid for group term life insurance greater than $50,000 and executive life insurance.
|
|
|
|
|
|
Name
|
Type of Award
|
Grant Date
|
Estimated Future Payouts Under Non-Equity Incentive Plan Awards
|
Estimated Future Payouts Under Equity Incentive Plan Awards
|
All other Stock Awards: Number of shares of stock or units
(#)
|
Grant Date Fair Value of Stock Awards
($) (3)
|
|||||||||||
Threshold
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
||||||||||||
Steve Mollenkopf
|
ACIP
|
|
22,600
|
|
2,260,000
|
|
4,520,000
|
|
|
|
|
|
|
||||
RTSR PSUs
|
9/25/2015
|
|
|
|
24,172
|
|
73,247
|
|
146,494
|
|
|
4,000,019
|
|
||||
ROIC PSUs
|
9/25/2015
|
|
|
|
24,803
|
|
75,160
|
|
150,320
|
|
|
4,000,015
|
|
||||
George S. Davis
|
ACIP
|
|
9,880
|
|
988,000
|
|
1,976,000
|
|
|
|
|
|
|
||||
RTSR PSUs
|
9/25/2015
|
|
|
|
8,158
|
|
24,721
|
|
49,442
|
|
|
1,350,014
|
|
||||
ROIC PSUs
|
9/25/2015
|
|
|
|
8,371
|
|
25,367
|
|
50,734
|
|
|
1,350,032
|
|
||||
Derek K. Aberle
|
ACIP
|
|
10,800
|
|
1,080,000
|
|
2,160,000
|
|
|
|
|
|
|
||||
RTSR PSUs
|
9/25/2015
|
|
|
|
11,421
|
|
34,610
|
|
69,220
|
|
|
1,890,052
|
|
||||
ROIC PSUs
|
9/25/2015
|
|
|
|
11,719
|
|
35,513
|
|
71,026
|
|
|
1,890,002
|
|
||||
Cristiano R. Amon
|
ACIP
|
|
5,250
|
|
525,000
|
|
1,050,000
|
|
|
|
|
|
|
||||
RTSR PSUs
|
9/25/2015
|
|
|
|
10,938
|
|
33,145
|
|
66,290
|
|
|
1,810,048
|
|
||||
ROIC PSUs
|
9/25/2015
|
|
|
|
11,223
|
|
34,010
|
|
68,020
|
|
|
1,810,012
|
|
||||
Paul E. Jacobs
|
ACIP
|
|
—
|
|
—
|
|
—
|
|
|
|
|
|
|
||||
RTSR PSUs
|
9/25/2015
|
|
|
|
27,193
|
|
82,403
|
|
164,806
|
|
|
4,500,028
|
|
||||
ROIC PSUs
|
9/25/2015
|
|
|
|
27,903
|
|
84,555
|
|
169,110
|
|
|
4,500,017
|
|
(1)
|
The Compensation Committee approved all equity grants on the grant dates.
|
(2)
|
We did not award any stock options to any NEOs in fiscal
2015
. Therefore, we did not include the “All Other Option Awards” or “Exercise or Base Price of Option Awards” columns in this table.
|
(3)
|
The amounts for ROIC PSUs represent the grant date fair values based on the closing price of the Company’s common stock on the dates of grant. The amounts for RTSR PSUs represent the grant date fair value of the Company’s common stock as determined using a Monte Carlo simulation (which probability weights multiple potential outcomes).
|
|
|
|
|
|
|
|
Option Awards
|
Stock Awards
|
|||||||||||||||||
Name
|
Grant Date
|
Number of Securities Underlying Unexercised Options
Exercisable
(#)
|
Number of Securities Underlying Unexercised Options
Unexercisable
(#)
|
Option Exercise Price
($)
|
Option Expiration Date
|
Number of Shares or Units of Stock That Have Not Vested
(#) (2)
|
Market Value of Shares or Units of Stock That Have Not Vested
($)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#) (3)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
|
|||||||||||
Steve Mollenkopf
|
11/09/11
|
|
|
|
|
|
|
30,053
|
|
(6)
|
1,599,405
|
|
|
|
|
|||||
09/29/13
|
|
|
|
|
|
|
21,495
|
|
(7)
|
1,143,960
|
|
|
|
|
||||||
09/29/13
|
|
|
|
|
|
|
14,330
|
|
(8)
|
762,640
|
|
|
|
|
||||||
12/12/13
|
|
|
|
|
|
|
287,216
|
|
(9)
|
15,285,619
|
|
|
|
|
||||||
12/12/13
|
|
|
|
|
|
|
344,659
|
|
(10)
|
18,342,742
|
|
|
|
|
||||||
11/09/11
|
|
|
|
|
|
|
|
|
|
26,947
|
|
(17)
|
1,434,113
|
|
||||||
09/16/14
|
|
|
|
|
|
|
|
|
|
216,712
|
|
(18)
|
11,533,430
|
|
||||||
09/25/15
|
|
|
|
|
|
|
|
|
|
146,494
|
|
(19)
|
7,796,411
|
|
||||||
09/25/15
|
|
|
|
|
|
|
|
|
|
150,320
|
|
(19)
|
8,000,030
|
|
||||||
Total
|
|
—
|
|
|
—
|
|
|
|
|
697,753
|
|
|
37,134,366
|
|
540,473
|
|
|
28,763,984
|
|
|
George S. Davis
|
03/11/13
|
|
|
|
|
|
|
34,461
|
|
(11)
|
1,834,038
|
|
|
|
|
|||||
09/29/13
|
|
|
|
|
|
|
23,884
|
|
(12)
|
1,271,085
|
|
|
|
|
||||||
05/05/14
|
|
|
|
|
|
|
72,143
|
|
(13)
|
3,839,458
|
|
|
|
|
||||||
09/16/14
|
|
|
|
|
|
|
|
|
|
73,140
|
|
(18)
|
3,892,489
|
|
||||||
09/25/15
|
|
|
|
|
|
|
|
|
|
49,442
|
|
(19)
|
2,631,303
|
|
||||||
09/25/15
|
|
|
|
|
|
|
|
|
|
50,734
|
|
(19)
|
2,700,063
|
|
||||||
Total
|
|
—
|
|
|
—
|
|
|
|
|
130,488
|
|
|
6,944,581
|
|
173,316
|
|
|
9,223,855
|
|
|
Derek K. Aberle
|
09/16/08
|
38,000
|
|
|
—
|
|
|
47.92
|
|
09/15/18
|
|
|
|
|
|
|
||||
11/09/09
|
63,051
|
|
|
—
|
|
|
44.75
|
|
11/08/19
|
|
|
|
|
|
|
|||||
11/09/11
|
|
|
|
|
|
|
24,042
|
|
(6)
|
1,279,501
|
|
|
|
|
||||||
09/29/13
|
|
|
|
|
|
|
14,330
|
|
(7)
|
762,640
|
|
|
|
|
||||||
09/29/13
|
|
|
|
|
|
|
9,554
|
|
(8)
|
508,445
|
|
|
|
|
||||||
05/05/14
|
|
|
|
|
|
|
168,335
|
|
(13)
|
8,958,791
|
|
|
|
|
||||||
05/05/14
|
|
|
|
|
|
|
137,230
|
|
(14)
|
7,303,388
|
|
|
|
|
||||||
11/09/11
|
|
|
|
|
|
|
|
|
|
21,559
|
|
(17)
|
1,147,376
|
|
||||||
09/16/14
|
|
|
|
|
|
|
|
|
|
102,400
|
|
(18)
|
5,449,747
|
|
||||||
09/25/15
|
|
|
|
|
|
|
|
|
|
69,220
|
|
(19)
|
3,683,888
|
|
||||||
09/25/15
|
|
|
|
|
|
|
|
|
|
71,026
|
|
(19)
|
3,780,004
|
|
||||||
Total
|
|
101,051
|
|
|
—
|
|
|
|
|
353,491
|
|
|
18,812,765
|
|
264,205
|
|
|
14,061,015
|
|
|
Cristiano Amon
|
10/23/09
|
20,625
|
|
|
—
|
|
|
40.70
|
|
10/22/19
|
|
|
|
|
|
|
||||
07/06/12
|
51,000
|
|
|
17,000
|
|
(5)
|
55.31
|
|
07/05/19
|
|
|
|
|
|
|
|||||
09/30/12
|
|
|
|
|
|
|
4,024
|
|
(15)
|
214,177
|
|
|
|
|
||||||
09/30/12
|
|
|
|
|
|
|
5,979
|
|
(15)
|
318,193
|
|
|
|
|
||||||
09/29/13
|
|
|
|
|
|
|
7,165
|
|
(16)
|
381,320
|
|
|
|
|
||||||
09/29/13
|
|
|
|
|
|
|
4,777
|
|
(8)
|
254,251
|
|
|
|
|
||||||
05/05/14
|
|
|
|
|
|
|
43,286
|
|
(13)
|
2,303,697
|
|
|
|
|
||||||
05/05/14
|
|
|
|
|
|
|
39,209
|
|
(14)
|
2,086,714
|
|
|
|
|
||||||
09/16/14
|
|
|
|
|
|
|
|
|
|
98,065
|
|
(18)
|
5,219,026
|
|
||||||
09/25/15
|
|
|
|
|
|
|
|
|
|
66,290
|
|
(19)
|
3,527,954
|
|
||||||
09/25/15
|
|
|
|
|
|
|
|
|
|
68,020
|
|
(19)
|
3,620,024
|
|
||||||
Total
|
|
71,625
|
|
|
17,000
|
|
|
|
|
104,440
|
|
|
5,558,352
|
|
232,375
|
|
|
12,367,004
|
|
|
|
Option Awards
|
Stock Awards
|
|||||||||||||||||
Name
|
Grant Date
|
Number of Securities Underlying Unexercised Options
Exercisable
(#)
|
Number of Securities Underlying Unexercised Options
Unexercisable
(#)
|
Option Exercise Price
($)
|
Option Expiration Date
|
Number of Shares or Units of Stock That Have Not Vested
(#) (2)
|
Market Value of Shares or Units of Stock That Have Not Vested
($)
|
Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested
(#) (3)
|
Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested
($)
|
|||||||||||
Paul E. Jacobs
|
11/04/05
|
286,586
|
|
|
—
|
|
|
44.02
|
|
11/03/15
|
|
|
|
|
|
|
||||
11/10/06
|
211,218
|
|
|
—
|
|
|
34.83
|
|
11/09/16
|
|
|
|
|
|
|
|||||
11/12/07
|
195,168
|
|
|
—
|
|
|
37.29
|
|
11/11/17
|
|
|
|
|
|
|
|||||
11/09/09
|
9,570
|
|
|
—
|
|
|
44.75
|
|
11/08/19
|
|
|
|
|
|
|
|||||
09/29/13
|
|
|
|
|
|
|
35,825
|
|
(16)
|
1,906,600
|
|
|
|
|
||||||
05/05/14
|
|
|
|
|
|
|
588,129
|
|
(14)
|
31,300,210
|
|
|
|
|
||||||
09/16/14
|
|
|
|
|
|
|
|
|
|
243,801
|
|
(18)
|
12,975,109
|
|
||||||
09/25/15
|
|
|
|
|
|
|
|
|
|
164,806
|
|
(19)
|
8,770,975
|
|
||||||
09/25/15
|
|
|
|
|
|
|
|
|
|
169,110
|
|
(19)
|
9,000,034
|
|
||||||
Total
|
|
415,956
|
|
(4)
|
—
|
|
|
|
|
623,954
|
|
|
33,206,810
|
|
577,717
|
|
|
30,746,118
|
|
(1)
|
There were no unexercised, unearned options at September 27, 2015. Therefore, we did not include the “Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options” column in this table.
|
(2)
|
Represents RSUs that have not vested at fiscal year end and includes dividend equivalent shares that have not vested at fiscal year end as follows: 33,568 shares for Mr. Mollenkopf; 8,431 shares for Mr. Davis; 16,651 shares for Mr. Aberle; 5,339 shares for Mr. Amon; and 24,902 shares for Dr. Jacobs.
|
(3)
|
Represents PSUs that have not vested at fiscal year end and includes dividend equivalent shares that have not vested at fiscal year end as follows: 8,359 shares for Mr. Mollenkopf; 2,012 shares for Mr. Davis; 4,735 shares for Mr. Aberle; 2,697 shares for Mr. Amon; and 6,705 shares for Dr. Jacobs.
|
(4)
|
Represents options exercisable by the trust of Dr. Jacobs’s children for which he disclaims beneficial ownership.
|
Type of Grant
|
Grant Date
|
Vesting Rate
|
Vesting
Dates
|
Conditions
|
|
(5)
|
Stock Options
|
7/6/2012
|
25% vests on the first anniversary of the date of grant and the remaining balance vests on each six-month anniversary after the date of grant until fully vested four years from the date of grant.
|
7/6/2013
1/6/2014
7/6/2014
1/6/2015
7/6/2015
1/6/2016
7/6/2016
|
Vesting is conditioned upon continued employment through the vesting date(s).
|
(6)
|
Restricted Stock Units
|
11/9/2011
|
33-1/3% per year
|
11/9/2014
11/9/2015
11/9/2016
|
Vesting was conditioned on the Compensation Committee’s determination that the Company attained the relevant performance goals for fiscal 2012.
Vesting is also conditioned upon continued employment through the vesting date(s).
|
(7)
|
Restricted Stock Units
|
9/29/2013
|
33-1/3% per year
|
11/20/2013
11/20/2014
11/20/2015
|
Vesting is conditioned upon continued employment through the vesting date(s).
|
(8)
|
Restricted Stock Units
|
9/29/2013
|
33-1/3% per year
|
11/20/2014
11/20/2015
11/20/2016
|
Vesting was conditioned on the Compensation Committee’s determination that the Company attained the relevant performance goals for the first nine months of fiscal 2014.
Vesting is also conditioned upon continued employment through the vesting date(s).
|
(9)
|
Restricted Stock Units
|
12/12/2013
|
33-1/3% per year
|
12/12/2016
12/12/2017
12/12/2018
|
Vesting is conditioned upon continued employment through the vesting date(s).
|
Type of Grant
|
Grant Date
|
Vesting Rate
|
Vesting
Dates
|
Conditions
|
|
(10)
|
Restricted Stock Units
|
12/12/2013
|
20% per year
|
12/12/2014
12/12/2015
12/12/2016
12/12/2017
12/12/2018
|
Vesting is conditioned upon continued employment through the vesting date(s).
|
(11)
|
Restricted Stock Units
|
3/11/2013
|
33-1/3% per year
|
3/11/2014
3/11/2015
3/11/2016
|
Vesting is conditioned upon continued employment through the vesting date(s).
|
(12)
|
Restricted Stock Units
|
9/29/2013
|
33-1/3% per year
|
9/29/2014
9/29/2015
9/29/2016
|
Vesting is conditioned upon continued employment through the vesting date(s).
|
(13)
|
Restricted Stock Units
|
5/5/2014
|
20% per year
|
5/5/2015
5/5/2016
5/5/2017
5/5/2018
5/5/2019
|
Vesting was conditioned on the Compensation Committee’s determination that the Company attained the relevant performance goals for the first six months of fiscal 2015.
Vesting is also conditioned upon continued employment through the vesting date(s).
|
(14)
|
Restricted Stock Units
|
5/5/2014
|
33-1/3% per year
|
5/5/2017
5/5/2018
5/5/2019
|
Vesting was conditioned on the Compensation Committee’s determination that the Company attained the relevant performance goals for the first six months of fiscal 2015.
Vesting is also conditioned upon continued employment through the vesting date(s).
|
(15)
|
Restricted Stock Units
|
9/30/2012
|
33-1/3% per year
|
11/20/2013
11/20/2014
11/20/2015
|
Vesting is conditioned upon continued employment through the vesting date(s).
|
(16)
|
Restricted Stock Units
|
9/29/2013
|
33-1/3% per year
|
11/20/2013
11/20/2014
11/20/2015
|
Vesting is conditioned upon continued employment through the vesting date(s).
|
(17)
|
Performance Stock Units
|
11/9/2011
|
33-1/3% per year
|
11/9/2014
11/9/2015
11/9/2016
|
As of 9/27/15, all four measurement periods were complete. Number of shares is the total earned for the four measurement periods.
Vesting is also conditioned upon continued employment through the vesting date(s).
|
(18)
|
Performance Stock Units
|
9/16/2014
|
100% cliff vesting
|
10/4/2017
|
As of 9/27/15, none of the measurement periods were complete. Number of shares is the potential maximum shares that may be earned for the four measurement periods.
Vesting is also conditioned upon continued employment through the vesting date(s).
|
(19)
|
Performance Stock Units
|
9/25/2015
|
100% cliff vesting
|
10/10/2018
|
As of 9/27/15, the measurement period was incomplete. Number of shares is the potential maximum shares that may be earned for the measurement period.
Vesting is also conditioned upon continued employment through the vesting date(s).
|
|
|
|
|
|
|
Option Awards
|
Stock Awards
|
||||||||
Name
|
Number of Shares Acquired on Exercise
(#)
|
Value Realized On Exercise
($)
|
Number of Shares Acquired on Vesting
(#) (1)
|
Value Realized on Vesting
($) (2)
|
||||||
Steve Mollenkopf
|
—
|
|
|
—
|
|
|
214,560
|
|
15,256,802
|
|
George S. Davis
|
—
|
|
|
—
|
|
|
63,409
|
|
4,369,016
|
|
Derek K. Aberle
|
—
|
|
|
—
|
|
|
135,522
|
|
9,555,614
|
|
Cristiano R. Amon
|
—
|
|
|
—
|
|
|
43,171
|
|
2,963,030
|
|
Paul E. Jacobs
|
223,656
|
|
(3)
|
6,312,656
|
|
(3)
|
195,283
|
|
14,000,353
|
|
(1)
|
Amounts include dividend equivalents on vested shares and shares withheld for the payment of taxes.
|
(2)
|
Amounts represent the dollar value of shares acquired upon vesting based on the fair market value of our common stock on the vest date.
|
(3)
|
Amounts include 79,429 shares acquired on exercise with a value realized on exercise of $2,157,694 by Dr. Jacobs’s children for which he disclaims beneficial ownership.
|
|
|
|
|
|
Name
|
Executive Contributions in Last Fiscal Year
($) (1)
|
Registrant Contributions in Last Fiscal Year
($) (2)
|
Aggregate Earnings in Last Fiscal Year
($) (3)
|
Aggregate Withdrawals/
Distributions
($)
|
Aggregate Balance at Last Fiscal Year End
($) (4)
|
|||||
Steve Mollenkopf
|
155,000
|
|
77,500
|
|
(154,446
|
)
|
—
|
|
1,747,876
|
|
George S. Davis
|
455,666
|
|
111,847
|
|
(33,714
|
)
|
—
|
|
1,705,435
|
|
Derek K. Aberle
|
305,079
|
|
119,539
|
|
(425,020
|
)
|
—
|
|
4,763,818
|
|
Cristiano R. Amon
|
157,294
|
|
75,724
|
|
(27,769
|
)
|
—
|
|
338,338
|
|
Paul E. Jacobs
|
208,000
|
|
154,829
|
|
(1,267,332
|
)
|
—
|
|
27,823,729
|
|
(1)
|
All amounts disclosed in this column are also reported in the Fiscal
2015
Summary Compensation Table with some of the amounts included in the “Salary” column for the current year and the remaining amounts included in the “Non-Equity Incentive Plan Compensation” column for the current fiscal year.
|
(2)
|
All amounts disclosed in this column are also reported in the Fiscal
2015
Summary Compensation Table under “All Other Compensation.”
|
(3)
|
The amounts in this column are not included in the Fiscal
2015
Summary Compensation Table.
|
(4)
|
This column includes all amounts in the NQDC Plan for the NEOs. The following amounts were reported as compensation to the NEOs in our summary compensation tables for previous years (since fiscal 2002): Mr. Mollenkopf - $1,106,388; Mr. Davis - $1,113,198; Mr. Aberle - $1,780,229; Mr. Amon - $55,540 and Dr. Jacobs - $13,021,318.
|
|
|
|
|
|
•
|
Salary continuation dependent on the business reason for the termination;
|
•
|
Lump-sum payment based on job level and years of service with Qualcomm;
|
•
|
Lump-sum payment to assist with health care coverage for a limited time; and
|
•
|
Outplacement services.
|
(1)
|
Match Shares are fully vested upon the completion of two years of continuous service with the Company.
|
(2)
|
Retirement (for stock options, RSU and PSUs) is the date on which a participant has attained the age of 60 years and has completed 10 years of continuous service with the Company.
|
|
|
|
Equity Awards
|
|
|
||||
Name
|
Termination Scenario
|
Accrued Vacation
($) (2)
|
Stock Options
($) (3)(4)(5)(6)
|
Performance Stock Units/Restricted Stock Units
($) (5)(7)
|
Total
($)
|
||||
Steve Mollenkopf
|
Death
|
207,268
|
|
—
|
|
40,188,756
|
|
40,396,024
|
|
Long Term Disability
|
—
|
|
—
|
|
40,188,756
|
|
40,188,756
|
|
|
Change In Control
|
—
|
|
—
|
|
40,669,492
|
|
40,669,492
|
|
|
Involuntary Termination
|
207,268
|
|
—
|
|
—
|
|
207,268
|
|
|
Voluntary Termination
|
207,268
|
|
—
|
|
—
|
|
207,268
|
|
|
Retirement
|
207,268
|
|
—
|
|
—
|
|
207,268
|
|
|
George S. Davis
|
Death
|
66,333
|
|
—
|
|
7,431,284
|
|
7,497,617
|
|
Long Term Disability
|
—
|
|
—
|
|
7,431,284
|
|
7,431,284
|
|
|
Change In Control
|
—
|
|
—
|
|
7,593,536
|
|
7,593,536
|
|
|
Involuntary Termination
|
66,333
|
|
—
|
|
—
|
|
66,333
|
|
|
Voluntary Termination
|
66,333
|
|
—
|
|
—
|
|
66,333
|
|
|
Retirement
|
66,333
|
|
—
|
|
—
|
|
66,333
|
|
|
Derek K. Aberle
|
Death
|
153,848
|
|
—
|
|
20,784,028
|
|
20,937,876
|
|
Long Term Disability
|
—
|
|
—
|
|
20,784,028
|
|
20,784,028
|
|
|
Change In Control
|
—
|
|
—
|
|
21,011,203
|
|
21,011,203
|
|
|
Involuntary Termination
|
153,848
|
|
—
|
|
—
|
|
153,848
|
|
|
Voluntary Termination
|
153,848
|
|
—
|
|
—
|
|
153,848
|
|
|
Retirement
|
153,848
|
|
—
|
|
—
|
|
153,848
|
|
|
Cristiano R. Amon
|
Death
|
90,476
|
|
904,740
|
|
6,210,918
|
|
7,206,134
|
|
Long Term Disability
|
—
|
|
904,740
|
|
6,210,918
|
|
7,115,658
|
|
|
Change In Control
|
—
|
|
904,740
|
|
6,428,459
|
|
7,333,199
|
|
|
Involuntary Termination
|
90,476
|
|
90,474
|
|
—
|
|
180,950
|
|
|
Voluntary Termination
|
90,476
|
|
—
|
|
—
|
|
90,476
|
|
|
Retirement
|
90,476
|
|
—
|
|
—
|
|
90,476
|
|
|
Paul E. Jacobs
|
Death
|
—
|
|
—
|
|
34,829,169
|
|
34,829,169
|
|
Long Term Disability
|
—
|
|
—
|
|
34,829,169
|
|
34,829,169
|
|
|
Change In Control
|
—
|
|
—
|
|
35,369,955
|
|
35,369,955
|
|
|
Involuntary Termination
|
—
|
|
—
|
|
6,260,042
|
|
6,260,042
|
|
|
Voluntary Termination
|
—
|
|
—
|
|
—
|
|
—
|
|
|
Retirement
|
—
|
|
—
|
|
—
|
|
—
|
|
(1)
|
Match Shares are fully vested upon the completion of two years of continuous service with the Company. All of the NEOs fulfilled the continuous service requirement as of
September 27, 2015
, and all of the Match Shares credited to their accounts are vested. The potential payments upon termination or change in control related to the NQDC Plan are equal to the Aggregate Balance column in the “Fiscal
2015
Nonqualified Deferred Compensation” table, and as a result, we did not include these amounts in this table.
|
(2)
|
All U.S.-based employees, including the NEOs, are entitled to payouts of accrued vacation upon termination, including death. These amounts are as of
September 27, 2015
.
|
(3)
|
Amounts related to the death, LTD and change-in-control termination scenarios are based on the intrinsic value of unvested options that would have become exercisable on
September 27, 2015
based on the fair market value of the stock on such date.
|
(4)
|
Amounts related to the involuntary termination scenario that is not for cause are based on the intrinsic value of 10% of unvested options assuming acceleration on
September 27, 2015
.
|
(5)
|
For the change-in-control termination scenario, we have assumed 100% acceleration of unvested shares. The valuation of unvested shares is presented as of
September 27, 2015
.
|
(6)
|
The share-based compensation expense recorded for accounting purposes may differ from the intrinsic value as disclosed in this column.
|
(7)
|
None of the NEOs were retirement eligible under the applicable plan and award agreements at
September 27, 2015
. The amounts shown assume retirement eligibility for illustration purposes.
|
•
|
No fees are provided for Board meeting attendance.
|
•
|
Where applicable, directors receive an annual award of deferred stock units (DSUs) that are defined under a fixed-value formula, have vesting terms of approximately one year, include a mandatory three-year holding period from the grant date, and settle three years from the date of grant. Directors based in certain non-U.S. locations in which DSUs are not available under the local tax code receive restricted stock units (RSUs) that are also defined under a fixed-value formula and have vesting terms of approximately one year but do not have the three-year holding period.
|
•
|
Directors are subject to meaningful stock ownership guidelines. As discussed under “Stock Ownership Guidelines,” nonemployee directors are required to hold a number of shares of our common stock with a value equal to five times the annual retainer for Board service paid to U.S. residents. Nonemployee directors are required to achieve this ownership level within five years of joining the Board. All of our nonemployee directors who have served on the Board for five years have met this guideline, except Sir Donald Cruickshank who is not standing for re-election at the Annual Meeting. Dr. Hockfield and Messrs. Manwani, McLaughlin, Randt, Rubinstein and Vinciquerra have not served on the Board for five years and thus are not yet required to meet this guideline. In addition to the preceding ownership guidelines, all directors are expected to own shares of our common stock within one year of joining the Board. All of our nonemployee directors who have served on the Board for one year have met this guideline.
|
|
|
|
|
|
Name
|
Fees Earned or Paid in Cash
($) (3)
|
Stock Awards
($) (4)
|
All Other Compensation
($) (5)
|
Total
($)
|
||||
Barbara T. Alexander
|
114,458
|
|
200,011
|
|
50,000
|
|
364,469
|
|
Donald G. Cruickshank
|
141,000
|
|
200,011
|
|
50,000
|
|
391,011
|
|
Raymond V. Dittamore
|
140,000
|
|
200,011
|
|
—
|
|
340,011
|
|
Jeffrey W. Henderson (6)
|
—
|
|
—
|
|
—
|
|
—
|
|
Susan Hockfield
|
122,500
|
|
200,011
|
|
14,200
|
|
336,711
|
|
Thomas W. Horton
|
207,597
|
|
200,011
|
|
50,000
|
|
457,608
|
|
Sherry Lansing
|
129,444
|
|
200,011
|
|
50,000
|
|
379,455
|
|
Harish Manwani
|
123,000
|
|
200,011
|
|
—
|
|
323,011
|
|
Mark D. McLaughlin (7)
|
28,565
|
|
117,057
|
|
—
|
|
145,622
|
|
Duane A. Nelles (8)
|
99,661
|
|
200,011
|
|
50,000
|
|
349,672
|
|
Clark T. Randt, Jr.
|
176,958
|
|
200,011
|
|
—
|
|
376,969
|
|
Francisco Ros
|
133,500
|
|
200,011
|
|
3,000
|
|
336,511
|
|
Jonathan J. Rubinstein
|
193,500
|
|
200,011
|
|
50,000
|
|
443,511
|
|
Brent Scowcroft (8)
|
88,620
|
|
200,011
|
|
50,000
|
|
338,631
|
|
Marc I. Stern
|
135,500
|
|
200,011
|
|
50,000
|
|
385,511
|
|
Anthony J. Vinciquerra (7)
|
25,565
|
|
117,057
|
|
—
|
|
142,622
|
|
(1)
|
We did not award any stock options or provide any non-equity incentive plan compensation to any directors in fiscal
2015
. Therefore, we did not include the “Option Awards” or “Non-Equity Incentive Plan Compensation” columns in this table.
|
(2)
|
We do not offer a pension plan or other defined benefit retirement plan to our nonemployee directors. We do not provide above-market or preferential earnings on deferred compensation, nor do we provide dividends on stock in the Non-Qualified Deferred Compensation (NQDC) Plan at a rate higher than dividends on our common stock. As a result, the “Nonqualified Deferred Compensation Earnings” column has been omitted from the Fiscal 2015 Director Compensation Table.
|
(3)
|
These amounts include cash retainers and meeting fees. For Ms. Alexander and Mr. Vinciquerra, these amounts also include the value of DSUs issued in lieu of payment of cash retainer fees. DSUs awarded to Ms. Alexander are fully vested and will be settled in three years. DSUs awarded to Mr. Vinciquerra are fully vested and will be settled in January 1, 2019.
|
(4)
|
These amounts represent the fair value of the awards as determined based on the fair market value of our common stock on the date of grant. DSUs issued in lieu of payment of cash retainer fees are not included in this column.
|
(5)
|
These amounts represent the Company’s match of directors’ contributions to qualified, eligible IRS recognized non-profit organizations. Perquisites and personal benefits have been excluded as the total value for each director was less than $10,000.
|
(6)
|
Mr. Henderson joined the Board on January 12, 2016.
|
(7)
|
Mr. McLaughlin and Mr. Vinciquerra joined the Board on July 21, 2015.
|
(8)
|
On July 17, 2015, General Scowcroft and Mr. Nelles retired from the Board. In connection with the conclusion of their lengthy service on the Board, the Compensation Committee accelerated the vesting of their annual DSUs granted in March 2015.
|
Name
|
Number of Outstanding Options
(#) (1)
|
Number of Outstanding RSUs/DSUs
(#) (2)
|
||
Barbara T. Alexander
|
22,000
|
|
10,946
|
|
Donald G. Cruickshank
|
60,000
|
|
2,796
|
|
Raymond V. Dittamore
|
60,000
|
|
19,547
|
|
Jeffrey W. Henderson (3)
|
—
|
|
—
|
|
Susan Hockfield
|
—
|
|
8,675
|
|
Thomas W. Horton
|
2,500
|
|
8,675
|
|
Sherry Lansing
|
26,755
|
|
8,675
|
|
Harish Manwani
|
—
|
|
4,771
|
|
Mark D. McLaughlin
|
—
|
|
1,813
|
|
Duane A. Nelles
(4)
|
—
|
|
—
|
|
Clark T. Randt, Jr.
|
—
|
|
5,541
|
|
Francisco Ros
|
—
|
|
8,675
|
|
Jonathan J. Rubinstein
|
—
|
|
8,033
|
|
Brent Scowcroft
(4)
|
60,000
|
|
—
|
|
Marc I. Stern
|
60,000
|
|
21,350
|
|
Anthony J. Vinciquerra
|
—
|
|
1,813
|
|
(1)
|
All outstanding stock options referenced in this column are fully vested.
|
(2)
|
The information in this column includes dividend equivalent rights and amounts deferred under the director compensation program. See the narrative above under “Director Compensation” for detailed information on RSUs and DSUs granted to our nonemployee directors.
|
(3)
|
Mr. Henderson joined the Board on January 12, 2016.
|
(4)
|
On July 17, 2015, General Scowcroft and Mr. Nelles retired from the Board.
|
|
High ($)
|
|
Low ($)
|
|
Dividends ($)
|
2014
|
|
|
|
|
|
First quarter
|
74.19
|
|
65.47
|
|
0.35
|
Second quarter
|
79.72
|
|
70.98
|
|
0.35
|
Third quarter
|
81.66
|
|
76.77
|
|
0.42
|
Fourth quarter
|
81.97
|
|
71.82
|
|
0.42
|
2015
|
|
|
|
|
|
First quarter
|
78.53
|
|
67.67
|
|
0.42
|
Second quarter
|
75.60
|
|
62.26
|
|
0.42
|
Third quarter
|
71.90
|
|
64.60
|
|
0.48
|
Fourth quarter
|
66.05
|
|
52.39
|
|
0.48
|
|
Total Number of
Shares Purchased
|
|
Average Price Paid Per Share (1)
|
|
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
|
|
Approximate Dollar Value of Shares that May Yet Be
Purchased Under the Plans or Programs
(2)
|
||||||
|
(In thousands)
|
|
|
|
(In thousands)
|
|
(In millions)
|
||||||
June 29, 2015 to July 26, 2015
|
8,946
|
|
|
$
|
63.71
|
|
|
8,946
|
|
|
$
|
8,568
|
|
July 27, 2015 to August 23, 2015
|
9,531
|
|
|
62.95
|
|
|
9,531
|
|
|
7,968
|
|
||
August 24, 2015 to September 27, 2015
|
|
|
|
|
|
|
|
||||||
Accelerated share repurchases (3)
|
20,539
|
|
|
|
|
20,539
|
|
|
6,908
|
|
|||
Other repurchases
|
19,030
|
|
|
55.70
|
|
|
19,030
|
|
|
6,908
|
|
||
Total
|
58,046
|
|
|
59.46
|
|
|
58,046
|
|
|
|
(1)
|
Average Price Paid Per Share excludes cash paid for commissions.
|
(2)
|
On March 9, 2015, we announced a repurchase program authorizing us to repurchase up to $15 billion of our common stock. At September 27, 2015, $6.9 billion remained authorized for repurchase. The stock repurchase program has no expiration date. Since September 27, 2015, we repurchased and retired 24.6 million shares of common stock for $1.4 billion.
|
(3)
|
In the third quarter of fiscal 2015, we entered into two accelerated share repurchase agreements (ASR Agreements) to repurchase an aggregate of $5.0 billion of our common stock and received an initial delivery of 57.7 million shares. During the fourth quarter of fiscal 2015, the ASR Agreements were completed, and an additional 20.5 million shares were delivered to us, comprising the final delivery of shares under the ASR Agreements. In total, 78.3 million shares were delivered to us under the ASR agreements.
|
|
Years Ended (1)
|
||||||||||||||||||
|
September 27, 2015
|
|
September 28, 2014
|
|
September 29, 2013
|
|
September 30, 2012
|
|
September 25, 2011
|
||||||||||
|
(In millions, except per share data)
|
||||||||||||||||||
Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
25,281
|
|
|
$
|
26,487
|
|
|
$
|
24,866
|
|
|
$
|
19,121
|
|
|
$
|
14,957
|
|
Operating income
|
5,776
|
|
|
7,550
|
|
|
7,230
|
|
|
5,682
|
|
|
5,026
|
|
|||||
Income from continuing operations
|
5,268
|
|
|
7,534
|
|
|
6,845
|
|
|
5,283
|
|
|
4,555
|
|
|||||
Discontinued operations, net of income taxes
|
—
|
|
|
430
|
|
|
—
|
|
|
776
|
|
|
(313
|
)
|
|||||
Net income attributable to Qualcomm
|
5,271
|
|
|
7,967
|
|
|
6,853
|
|
|
6,109
|
|
|
4,260
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Per Share Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Basic earnings (loss) per share attributable to Qualcomm:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
$
|
3.26
|
|
|
$
|
4.48
|
|
|
$
|
3.99
|
|
|
$
|
3.14
|
|
|
$
|
2.76
|
|
Discontinued operations
|
—
|
|
|
0.25
|
|
|
—
|
|
|
0.45
|
|
|
(0.19
|
)
|
|||||
Net income
|
3.26
|
|
|
4.73
|
|
|
3.99
|
|
|
3.59
|
|
|
2.57
|
|
|||||
Diluted earnings (loss) per share attributable to Qualcomm:
|
|
|
|
|
|
|
|
|
|
||||||||||
Continuing operations
|
3.22
|
|
|
4.40
|
|
|
3.91
|
|
|
3.06
|
|
|
2.70
|
|
|||||
Discontinued operations
|
—
|
|
|
0.25
|
|
|
—
|
|
|
0.45
|
|
|
(0.18
|
)
|
|||||
Net income
|
3.22
|
|
|
4.65
|
|
|
3.91
|
|
|
3.51
|
|
|
2.52
|
|
|||||
Dividends per share announced
|
1.80
|
|
|
1.54
|
|
|
1.20
|
|
|
0.93
|
|
|
0.81
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents and marketable securities
|
$
|
30,947
|
|
|
$
|
32,022
|
|
|
$
|
29,406
|
|
|
$
|
26,837
|
|
|
$
|
20,913
|
|
Total assets
|
50,796
|
|
|
48,574
|
|
|
45,516
|
|
|
43,012
|
|
|
36,422
|
|
|||||
Loans and debentures (2)
|
—
|
|
|
—
|
|
|
—
|
|
|
1,064
|
|
|
994
|
|
|||||
Short-term debt (3)
|
1,000
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Long-term debt (4)
|
9,969
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term liabilities (5)
|
817
|
|
|
428
|
|
|
550
|
|
|
426
|
|
|
620
|
|
|||||
Total stockholders’ equity
|
31,414
|
|
|
39,166
|
|
|
36,087
|
|
|
33,545
|
|
|
26,972
|
|
(1)
|
Our fiscal year ends on the last Sunday in September. The fiscal years ended September 27, 2015, September 28, 2014, September 29, 2013 and September 25, 2011 each included 52 weeks. The fiscal year ended September 30, 2012 included 53 weeks.
|
(2)
|
Loans and debentures were included in liabilities held for sale in the consolidated balance sheet as of September 30, 2012.
|
(3)
|
Short-term debt was comprised of outstanding commercial paper.
|
(4)
|
Long-term debt was comprised of floating-and fixed-rate notes.
|
(5)
|
Other long-term liabilities in this balance sheet data exclude unearned revenues.
|
•
|
CDMA2000 revisions A through E
|
•
|
1xEV-DO revisions A through C
|
•
|
WCDMA/HSPA releases 4 through 12
|
•
|
TD-SCDMA releases 4 through 12
|
•
|
LTE-U, which relies on an LTE control carrier based on 3GPP Release 10/11/12, uses carrier aggregation to combine unlicensed and licensed spectrum and will be used in early mobile operator deployments in countries such as the United States, Korea and India.
|
•
|
Licensed Assisted Access (LAA), which is part of 3GPP Release 13, also aggregates unlicensed and licensed spectrum.
|
•
|
MuLTEfire will operate solely in unlicensed spectrum without a licensed anchor channel.
|
•
|
graphics and display processing functionality;
|
•
|
video coding based on H.264 standards, which has already been deployed commercially, and its successor, H.265, or high-efficiency video codec, which will be deployed to support ultra-high definition (4K) video content;
|
•
|
audio coding, including for multimedia use and for voice/speech use (also known as Vocoding);
|
•
|
camera and camcorder functions;
|
•
|
system user and interface features;
|
•
|
security and content protection systems;
|
•
|
volatile (LP-DDR2, 3, 4) and non-volatile (eMMC) memory and related controllers; and
|
•
|
power management systems and batteries.
|
(1)
|
According to GSMA Intelligence estimates as of November 2, 2015 for the quarter ended September 30, 2015 (estimates excluded Wireless Local Loop).
|
(2)
|
Total reported device sales is the sum of all reported sales in U.S. dollars (as reported to us by our licensees) of all licensed CDMA-based, OFDMA-based and CDMA/OFDMA multimode subscriber devices (including handsets, modules, modem cards and other subscriber devices) by our licensees during a particular period (collectively, 3G/4G devices). Not all licensees report sales the same way (e.g., some licensees report sales net of permitted deductions, including transportation, insurance, packing costs and other items, while other licensees report sales and then identify the amount of permitted deductions in their reports), and the way in which licensees report such information may change from time to time. In addition, certain licensees may not report (in the quarter in which they are contractually obligated to report) their sales of certain types of subscriber units, which (as a result of audits, legal actions or for other reasons) may be reported in a subsequent quarter. Accordingly, total reported device sales for a particular period may include prior period activity that was not reported by the licensee until such particular period.
|
(3)
|
Free cash flow, a non-GAAP financial measure, is defined as net cash provided by operating activities less capital expenditures. See “Non-GAAP Financial Information.”
|
•
|
Our business has been impacted by changing industry dynamics, including: an increased shift in share among our customers within the premium tier, which will continue to negatively impact sales of our integrated Snapdragon
|
•
|
China continues to present significant opportunities for us, particularly with the rollout of 3G/4G LTE multimode. We expect the rollout of 4G services in China will encourage competition and growth, bring the benefits of 3G/4G LTE multimode to consumers, encourage consumers to replace 2G (GSM) and 3G devices and enable new opportunities beyond mobile applications (e.g., machine-to-machine).
|
•
|
In February 2015, we reached a resolution with the NDRC regarding its investigation and agreed to implement a rectification plan that modifies certain of our business practices in China. The rectification plan provides, among other things, that for licenses of only our 3G and 4G essential Chinese patents for branded devices sold for use in China starting on January 1, 2015 (and reported to us starting in the third quarter of fiscal 2015), we will charge running royalties at royalty rates of 5% for 3G CDMA or WCDMA devices (including multimode 3G/4G devices) and 3.5% for 4G devices that do not implement CDMA or WCDMA (including 3-mode LTE-TDD devices), in each case using a royalty base of 65% of the net selling price.
|
•
|
Despite the resolution of the NDRC investigation, China continues to present significant challenges for us. We continue to believe that certain licensees in China are not fully complying with their contractual obligations to report their sales of licensed products to us (which includes 3G/4G units that we believe are not being reported by certain licensees), and certain companies, including unlicensed companies, are delaying execution of new license agreements. We continue to make progress with licensees executing agreements based on the new China terms and with several other licensees informing us that they intend to retain the terms of their existing agreements. Negotiations with certain other licensees and unlicensed companies are ongoing, and we expect it will take some time to conclude these negotiations. We believe that the conclusion of new agreements with these licensees will result in improved reporting by these licensees, including with respect to sales of three-mode devices (i.e., devices that implement GSM, TD-SCDMA and LTE-TDD) sold in China. However, litigation and/or other actions may be necessary to compel licensees to report and pay the required royalties for sales they have not previously reported and to compel unlicensed companies to execute new licenses.
|
•
|
We continue to invest significant resources toward advancements in 3G, 3G/4G multimode and 4G LTE technologies, OFDM-based WLAN technologies, audio and video codecs, wireless baseband chips, our converged computing/communications (Snapdragon) chips, graphics, connectivity, multimedia products, software and services. We are also investing in targeted opportunities that utilize our existing technical and business expertise to deploy new business models and enter into new industry segments, such as products for the connected home and the Internet of Things; automotive; networking; mobile computing; small cells and addressing the challenge of meeting the increased demand for data; very high speed connectivity; data centers; mobile health; wireless charging; and machine learning, including robotics.
|
•
|
We expect that the increased availability of low-tier 3G/4G smartphone products will help enable further expansion of 3G and 3G/4G multimode in emerging regions, particularly in China.
|
•
|
We expect that 3G/4G device prices will continue to vary broadly due to the increased penetration of smartphones combined with competition throughout the world at all price tiers. Additionally, varying rates of economic growth by region and stronger growth of device shipments in emerging regions as compared to developed regions, are expected to continue to impact the average and range of selling prices of 3G/4G devices.
|
•
|
In the fourth quarter of fiscal 2015, we announced a Strategic Realignment Plan designed to improve execution, enhance financial performance and drive profitable growth as we work to create sustainable long-term value for stockholders. The core elements of this plan include: (a) right-sizing our cost structure; (b) reviewing alternatives to our corporate and financial structure; (c) reaffirming our plan to return significant capital to stockholders; (d) adding new Directors with complementary skills while reducing the average tenure of our Board of Directors; (e) further aligning executive compensation with performance and stockholder return objectives; and (f) making disciplined investments in areas that build upon our core technologies and capabilities and offer attractive growth opportunities and returns.
|
•
|
In order to right-size our cost structure, we are planning to reduce our annual costs from fiscal 2015 levels (adjusted for variable compensation) of $7.3 billion (as announced on July 22, 2015) by approximately $1.1 billion through a series of targeted reductions across Qualcomm’s businesses, particularly in QCT. We also plan to reduce
|
Revenues (in millions)
|
Year Ended
|
|
|
|
|
||||||||||||||
|
September 27, 2015
|
|
September 28, 2014
|
|
September 29, 2013
|
|
2015 vs. 2014 Change
|
|
2014 vs. 2013 Change
|
||||||||||
Equipment and services
|
$
|
17,079
|
|
|
$
|
18,625
|
|
|
$
|
16,988
|
|
|
$
|
(1,546
|
)
|
|
$
|
1,637
|
|
Licensing
|
8,202
|
|
|
7,862
|
|
|
7,878
|
|
|
340
|
|
|
(16
|
)
|
|||||
|
$
|
25,281
|
|
|
$
|
26,487
|
|
|
$
|
24,866
|
|
|
$
|
(1,206
|
)
|
|
$
|
1,621
|
|
Costs and Expenses (in millions)
|
Year Ended
|
|
|
|
|
||||||||||||||
|
September 27, 2015
|
|
September 28, 2014
|
|
September 29, 2013
|
|
2015 vs. 2014 Change
|
|
2014 vs. 2013 Change
|
||||||||||
Cost of equipment and services (E&S) revenues
|
$
|
10,378
|
|
|
$
|
10,686
|
|
|
$
|
9,820
|
|
|
$
|
(308
|
)
|
|
$
|
866
|
|
Cost as % of E&S revenues
|
61
|
%
|
|
57
|
%
|
|
58
|
%
|
|
|
|
|
|
Year Ended
|
|
|
|
|
||||||||||||||
|
September 27, 2015
|
|
September 28, 2014
|
|
September 29, 2013
|
|
2015 vs. 2014 Change
|
|
2014 vs. 2013 Change
|
||||||||||
Research and development
|
$
|
5,490
|
|
|
$
|
5,477
|
|
|
$
|
4,967
|
|
|
$
|
13
|
|
|
$
|
510
|
|
% of revenues
|
22
|
%
|
|
21
|
%
|
|
20
|
%
|
|
|
|
|
|||||||
Selling, general, and administrative
|
$
|
2,344
|
|
|
$
|
2,290
|
|
|
$
|
2,518
|
|
|
$
|
54
|
|
|
$
|
(228
|
)
|
% of revenues
|
9
|
%
|
|
9
|
%
|
|
10
|
%
|
|
|
|
|
|||||||
Other
|
$
|
1,293
|
|
|
$
|
484
|
|
|
$
|
331
|
|
|
$
|
809
|
|
|
$
|
153
|
|
Income Tax Expense (in millions)
|
Year Ended
|
|
|
|
|
||||||||||||||
|
September 27, 2015
|
|
September 28, 2014
|
|
September 29, 2013
|
|
2015 vs. 2014 Change
|
|
2014 vs. 2013 Change
|
||||||||||
Income tax expense
|
$
|
1,219
|
|
|
$
|
1,244
|
|
|
$
|
1,349
|
|
|
$
|
(25
|
)
|
|
$
|
(105
|
)
|
Effective tax rate
|
19
|
%
|
|
14
|
%
|
|
16
|
%
|
|
5
|
%
|
|
(2
|
%)
|
|
Year Ended
|
|||||||
|
September 27, 2015
|
|
September 28, 2014
|
|
September 29, 2013
|
|||
Expected income tax provision at federal statutory tax rate
|
35
|
%
|
|
35
|
%
|
|
35
|
%
|
Benefits from foreign income taxed at other than U.S. rates
|
(14
|
%)
|
|
(20
|
%)
|
|
(17
|
%)
|
Benefits related to the research and development tax credits
|
(2
|
%)
|
|
(1
|
%)
|
|
(2
|
%)
|
Effective tax rate
|
19
|
%
|
|
14
|
%
|
|
16
|
%
|
(in millions)
|
QCT
|
|
QTL
|
|
QSI
|
||||||
2015
|
|
|
|
|
|
||||||
Revenues
|
$
|
17,154
|
|
|
$
|
7,947
|
|
|
$
|
4
|
|
EBT
(1)
|
2,465
|
|
|
6,882
|
|
|
(74
|
)
|
|||
EBT as a % of revenues
|
14
|
%
|
|
87
|
%
|
|
|
||||
2014
|
|
|
|
|
|
||||||
Revenues
|
$
|
18,665
|
|
|
$
|
7,569
|
|
|
$
|
—
|
|
EBT
(1)
|
3,807
|
|
|
6,590
|
|
|
(7
|
)
|
|||
EBT as a % of revenues
|
20
|
%
|
|
87
|
%
|
|
|
||||
2013
|
|
|
|
|
|
||||||
Revenues
|
$
|
16,715
|
|
|
$
|
7,554
|
|
|
$
|
—
|
|
EBT
(1)
|
3,189
|
|
|
6,590
|
|
|
56
|
|
|||
EBT as a % of revenues
|
19
|
%
|
|
87
|
%
|
|
|
(1)
|
Earnings (loss) before taxes.
|
|
2015
|
|
2014
|
|
$ Change
|
|
% Change
|
|||||||
Cash, cash equivalents and marketable securities
|
$
|
30,947
|
|
|
$
|
32,022
|
|
|
$
|
(1,075
|
)
|
|
(3
|
%)
|
Accounts receivable, net
|
1,964
|
|
|
2,412
|
|
|
(448
|
)
|
|
(19
|
%)
|
|||
Inventories
|
1,492
|
|
|
1,458
|
|
|
34
|
|
|
2
|
%
|
|||
Short-term debt
|
1,000
|
|
|
—
|
|
|
1,000
|
|
|
|
||||
Long-term debt
|
9,969
|
|
|
—
|
|
|
9,969
|
|
|
|
||||
Net cash provided by operating activities
|
5,506
|
|
|
8,887
|
|
|
(3,381
|
)
|
|
(38
|
%)
|
|||
Net cash used by investing activities
|
(3,572
|
)
|
|
(1,639
|
)
|
|
(1,933
|
)
|
|
|
||||
Net cash used by financing activities
|
(2,261
|
)
|
|
(5,480
|
)
|
|
3,219
|
|
|
|
•
|
In connection with our Strategic Realignment Plan, we expect to incur a total of approximately $350 million to $450 million in restructuring and restructuring-related charges, the majority of which will result in future cash payments.
|
•
|
Our purchase obligations at September 27, 2015, some of which relate to research and development activities and capital expenditures, totaled $3.0 billion and $953 million for fiscal 2016 and 2017, respectively, and $1.6 billion thereafter.
|
•
|
Our research and development expenditures were $5.5 billion during fiscal 2015 and 2014, and we expect 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 $994 million and $1.2 billion during fiscal 2015 and 2014, respectively. We expect to continue to incur capital expenditures in the future to support our business, including research and
|
•
|
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.
|
|
|
Stock Repurchase Program
|
|
Dividends
|
|
Total
|
|||||||||||||||||
|
|
Shares
|
|
Average Price Paid Per Share
|
|
Amount
|
|
Per Share
|
|
Amount
|
|
Amount
|
|||||||||||
2015
|
|
172.4
|
|
|
$
|
65.21
|
|
|
$
|
11,245
|
|
|
$
|
1.80
|
|
|
$
|
2,880
|
|
|
$
|
14,125
|
|
2014
|
|
60.3
|
|
|
75.48
|
|
|
4,548
|
|
|
1.54
|
|
|
2,586
|
|
|
7,134
|
|
|||||
2013
|
|
71.7
|
|
|
64.28
|
|
|
4,609
|
|
|
1.20
|
|
|
2,055
|
|
|
6,664
|
|
|
Total
|
|
2016
|
|
2017-2018
|
|
2019-2020
|
|
Beyond
2020
|
|
No
Expiration
Date
|
||||||||||||
Purchase obligations (1)
|
$
|
5,601
|
|
|
$
|
3,017
|
|
|
$
|
1,695
|
|
|
$
|
880
|
|
|
$
|
9
|
|
|
$
|
—
|
|
Operating lease obligations
|
281
|
|
|
99
|
|
|
114
|
|
|
44
|
|
|
24
|
|
|
—
|
|
||||||
Equity funding and financing commitments (2)
|
132
|
|
|
82
|
|
|
32
|
|
|
—
|
|
|
15
|
|
|
3
|
|
||||||
Long-term debt
|
10,000
|
|
|
—
|
|
|
1,500
|
|
|
2,000
|
|
|
6,500
|
|
|
—
|
|
||||||
Other long-term liabilities (3)(4)
|
246
|
|
|
2
|
|
|
124
|
|
|
110
|
|
|
5
|
|
|
5
|
|
||||||
Total contractual obligations
|
$
|
16,260
|
|
|
$
|
3,200
|
|
|
$
|
3,465
|
|
|
$
|
3,034
|
|
|
$
|
6,553
|
|
|
$
|
8
|
|
(1)
|
Total purchase obligations include commitments to purchase integrated circuit product inventories of $2.5 billion, $787 million, $706 million, $680 million and $166 million for each of the subsequent five years from fiscal 2016 through 2020, respectively; there were no such purchase commitments thereafter. Integrated circuit product inventory obligations represent purchase commitments for semiconductor die, finished goods and manufacturing services, such as wafer bump, probe, assembly and final test. Under our manufacturing relationships with our foundry suppliers and assembly and test service providers, cancelation of outstanding purchase orders is generally allowed but requires payment of all costs incurred through the date of cancelation, and in some cases, incremental fees related to capacity underutilization.
|
(2)
|
Certain of these commitments do not have fixed funding dates and are subject to certain conditions. Commitments represent the maximum amounts to be funded under these arrangements; actual funding may be in lesser amounts or not at all.
|
(3)
|
Certain long-term liabilities reflected on our balance sheet, such as unearned revenues, are not presented in this table because they do not require cash settlement in the future. Other long-term liabilities as presented in this table include the related current portions.
|
(4)
|
Our consolidated balance sheet at September 27, 2015 included $23 million in noncurrent liabilities for uncertain tax positions, some of which may result in cash payment. The future payments related to uncertain tax positions have not been presented in the table above due to the uncertainty of the amounts and timing of cash settlement with the taxing authorities.
|
Net cash provided by operating activities (GAAP)
|
$
|
5,506
|
|
Capital expenditures
|
(994
|
)
|
|
Free cash flow (non-GAAP)
|
$
|
4,512
|
|
|
|
||
Cash paid to repurchase shares of our common stock (before commissions)
|
$
|
11,245
|
|
Cash dividends paid
|
2,880
|
|
|
Total return of capital to stockholders
|
14,125
|
|
|
Less: common stock repurchases related to $10 billion stock repurchase commitment
|
8,100
|
|
|
Adjusted return of capital, excluding repurchases related to $10 billion stock repurchase commitment
|
$
|
6,025
|
|
|
|
||
Total return of capital to stockholders as a percentage of net cash provided by operating activities (GAAP)
|
257
|
%
|
|
Total return of capital to stockholders as a percentage of free cash flow (non-GAAP)
|
313
|
%
|
|
Adjusted return of capital to stockholders as a percentage of free cash flow (non-GAAP)
|
134
|
%
|
i.
|
pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets;
|
ii.
|
provide reasonable assurance that transactions are recorded as necessary to permit preparation of consolidated financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and
|
iii.
|
provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the consolidated financial statements.
|
|
September 27,
2015 |
|
September 28,
2014 |
||||
ASSETS
|
|||||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
7,560
|
|
|
$
|
7,907
|
|
Marketable securities
|
9,761
|
|
|
9,658
|
|
||
Accounts receivable, net
|
1,964
|
|
|
2,412
|
|
||
Inventories
|
1,492
|
|
|
1,458
|
|
||
Deferred tax assets
|
635
|
|
|
577
|
|
||
Other current assets
|
687
|
|
|
401
|
|
||
Total current assets
|
22,099
|
|
|
22,413
|
|
||
Marketable securities
|
13,626
|
|
|
14,457
|
|
||
Deferred tax assets
|
1,453
|
|
|
1,174
|
|
||
Property, plant and equipment, net
|
2,534
|
|
|
2,487
|
|
||
Goodwill
|
5,479
|
|
|
4,488
|
|
||
Other intangible assets, net
|
3,742
|
|
|
2,580
|
|
||
Other assets
|
1,863
|
|
|
975
|
|
||
Total assets
|
$
|
50,796
|
|
|
$
|
48,574
|
|
|
|
|
|
||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|||||||
Current liabilities:
|
|
|
|
||||
Trade accounts payable
|
$
|
1,300
|
|
|
$
|
2,183
|
|
Payroll and other benefits related liabilities
|
861
|
|
|
802
|
|
||
Unearned revenues
|
583
|
|
|
785
|
|
||
Short-term debt
|
1,000
|
|
|
—
|
|
||
Other current liabilities
|
2,356
|
|
|
2,243
|
|
||
Total current liabilities
|
6,100
|
|
|
6,013
|
|
||
Unearned revenues
|
2,496
|
|
|
2,967
|
|
||
Long-term debt
|
9,969
|
|
|
—
|
|
||
Other liabilities
|
817
|
|
|
428
|
|
||
Total liabilities
|
19,382
|
|
|
9,408
|
|
||
|
|
|
|
||||
Commitments and contingencies (Note 7)
|
|
|
|
||||
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Qualcomm stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.0001 par value; 8 shares authorized; none outstanding
|
—
|
|
|
—
|
|
||
Common stock and paid-in capital, $0.0001 par value; 6,000 shares authorized; 1,524 and 1,669 shares issued and outstanding, respectively
|
—
|
|
|
7,736
|
|
||
Retained earnings
|
31,226
|
|
|
30,799
|
|
||
Accumulated other comprehensive income
|
195
|
|
|
634
|
|
||
Total Qualcomm stockholders’ equity
|
31,421
|
|
|
39,169
|
|
||
Noncontrolling interests
|
(7
|
)
|
|
(3
|
)
|
||
Total stockholders’ equity
|
31,414
|
|
|
39,166
|
|
||
Total liabilities and stockholders’ equity
|
$
|
50,796
|
|
|
$
|
48,574
|
|
|
Year Ended
|
||||||||||
|
September 27,
2015 |
|
September 28,
2014 |
|
September 29,
2013 |
||||||
Revenues:
|
|
|
|
|
|
||||||
Equipment and services
|
$
|
17,079
|
|
|
$
|
18,625
|
|
|
$
|
16,988
|
|
Licensing
|
8,202
|
|
|
7,862
|
|
|
7,878
|
|
|||
Total revenues
|
25,281
|
|
|
26,487
|
|
|
24,866
|
|
|||
Costs and expenses:
|
|
|
|
|
|
||||||
Cost of equipment and services revenues
|
10,378
|
|
|
10,686
|
|
|
9,820
|
|
|||
Research and development
|
5,490
|
|
|
5,477
|
|
|
4,967
|
|
|||
Selling, general and administrative
|
2,344
|
|
|
2,290
|
|
|
2,518
|
|
|||
Other
|
1,293
|
|
|
484
|
|
|
331
|
|
|||
Total costs and expenses
|
19,505
|
|
|
18,937
|
|
|
17,636
|
|
|||
Operating income
|
5,776
|
|
|
7,550
|
|
|
7,230
|
|
|||
Interest expense
|
(104
|
)
|
|
(5
|
)
|
|
(23
|
)
|
|||
Investment income, net (Note 2)
|
815
|
|
|
1,233
|
|
|
987
|
|
|||
Income from continuing operations before income taxes
|
6,487
|
|
|
8,778
|
|
|
8,194
|
|
|||
Income tax expense
|
(1,219
|
)
|
|
(1,244
|
)
|
|
(1,349
|
)
|
|||
Income from continuing operations
|
5,268
|
|
|
7,534
|
|
|
6,845
|
|
|||
Discontinued operations, net of income taxes (Note 11)
|
—
|
|
|
430
|
|
|
—
|
|
|||
Net income
|
5,268
|
|
|
7,964
|
|
|
6,845
|
|
|||
Net loss attributable to noncontrolling interests
|
3
|
|
|
3
|
|
|
8
|
|
|||
Net income attributable to Qualcomm
|
$
|
5,271
|
|
|
$
|
7,967
|
|
|
$
|
6,853
|
|
|
|
|
|
|
|
||||||
Basic earnings per share attributable to Qualcomm:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
3.26
|
|
|
$
|
4.48
|
|
|
$
|
3.99
|
|
Discontinued operations
|
—
|
|
|
0.25
|
|
|
—
|
|
|||
Net income
|
$
|
3.26
|
|
|
$
|
4.73
|
|
|
$
|
3.99
|
|
Diluted earnings per share attributable to Qualcomm:
|
|
|
|
|
|
||||||
Continuing operations
|
$
|
3.22
|
|
|
$
|
4.40
|
|
|
$
|
3.91
|
|
Discontinued operations
|
—
|
|
|
0.25
|
|
|
—
|
|
|||
Net income
|
$
|
3.22
|
|
|
$
|
4.65
|
|
|
$
|
3.91
|
|
Shares used in per share calculations:
|
|
|
|
|
|
||||||
Basic
|
1,618
|
|
|
1,683
|
|
|
1,715
|
|
|||
Diluted
|
1,639
|
|
|
1,714
|
|
|
1,754
|
|
|||
|
|
|
|
|
|
||||||
Dividends per share announced
|
$
|
1.80
|
|
|
$
|
1.54
|
|
|
$
|
1.20
|
|
|
Year Ended
|
||||||||||
|
September 27,
2015 |
|
September 28,
2014 |
|
September 29,
2013 |
||||||
Net income
|
$
|
5,268
|
|
|
$
|
7,964
|
|
|
$
|
6,845
|
|
Other comprehensive income (loss), net of income taxes:
|
|
|
|
|
|
||||||
Foreign currency translation (losses) gains
|
(47
|
)
|
|
1
|
|
|
(20
|
)
|
|||
Reclassification of foreign currency translation losses included in net income
|
—
|
|
|
1
|
|
|
11
|
|
|||
Noncredit other-than-temporary impairment losses and subsequent changes in fair value related to certain available-for-sale debt securities, net of tax benefit of $19, $1 and $0, respectively
|
(35
|
)
|
|
(1
|
)
|
|
(1
|
)
|
|||
Reclassification of net other-than-temporary losses on available-for-sale securities included in net income, net of tax benefit of $66, $55 and $26, respectively
|
121
|
|
|
101
|
|
|
47
|
|
|||
Net unrealized (losses) gains on other available-for-sale securities, net of tax benefit (expense) of $114, ($140) and ($11), respectively
|
(215
|
)
|
|
259
|
|
|
20
|
|
|||
Reclassification of net realized gains on available-for-sale securities included in net income, net of tax expense of $173, $252 and $102, respectively
|
(317
|
)
|
|
(462
|
)
|
|
(186
|
)
|
|||
Net unrealized gains on derivative instruments, net of tax expense of $0, $4 and $13, respectively
|
54
|
|
|
8
|
|
|
24
|
|
|||
Reclassification of net realized gains on derivative instruments, net of tax expense of $0, $14 and $5, respectively
|
—
|
|
|
(26
|
)
|
|
(9
|
)
|
|||
Total other comprehensive loss
|
(439
|
)
|
|
(119
|
)
|
|
(114
|
)
|
|||
Total comprehensive income
|
4,829
|
|
|
7,845
|
|
|
6,731
|
|
|||
Comprehensive loss attributable to noncontrolling interests
|
3
|
|
|
3
|
|
|
9
|
|
|||
Comprehensive income attributable to Qualcomm
|
$
|
4,832
|
|
|
$
|
7,848
|
|
|
$
|
6,740
|
|
|
Year Ended
|
||||||||||
|
September 27,
2015 |
|
September 28,
2014 |
|
September 29,
2013 |
||||||
Operating Activities:
|
|
|
|
|
|
||||||
Net income
|
$
|
5,268
|
|
|
$
|
7,964
|
|
|
$
|
6,845
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation and amortization expense
|
1,214
|
|
|
1,150
|
|
|
1,017
|
|
|||
Gain on sale of discontinued operations
|
—
|
|
|
(665
|
)
|
|
—
|
|
|||
Indefinite and long-lived asset impairment charges
|
317
|
|
|
642
|
|
|
192
|
|
|||
Income tax provision in excess of income tax payments
|
47
|
|
|
298
|
|
|
268
|
|
|||
Non-cash portion of share-based compensation expense
|
1,026
|
|
|
1,059
|
|
|
1,105
|
|
|||
Incremental tax benefits from share-based compensation
|
(103
|
)
|
|
(280
|
)
|
|
(231
|
)
|
|||
Net realized gains on marketable securities and other investments
|
(500
|
)
|
|
(826
|
)
|
|
(369
|
)
|
|||
Impairment losses on marketable securities and other investments
|
200
|
|
|
180
|
|
|
85
|
|
|||
Other items, net
|
(16
|
)
|
|
(17
|
)
|
|
(19
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable, net
|
550
|
|
|
(281
|
)
|
|
(680
|
)
|
|||
Inventories
|
93
|
|
|
(155
|
)
|
|
(300
|
)
|
|||
Other assets
|
(793
|
)
|
|
108
|
|
|
(209
|
)
|
|||
Trade accounts payable
|
(908
|
)
|
|
619
|
|
|
307
|
|
|||
Payroll, benefits and other liabilities
|
(328
|
)
|
|
(617
|
)
|
|
752
|
|
|||
Unearned revenues
|
(561
|
)
|
|
(292
|
)
|
|
15
|
|
|||
Net cash provided by operating activities
|
5,506
|
|
|
8,887
|
|
|
8,778
|
|
|||
Investing Activities:
|
|
|
|
|
|
||||||
Capital expenditures
|
(994
|
)
|
|
(1,185
|
)
|
|
(1,048
|
)
|
|||
Purchases of available-for-sale securities
|
(15,400
|
)
|
|
(13,581
|
)
|
|
(13,951
|
)
|
|||
Proceeds from sales and maturities of available-for-sale securities
|
15,080
|
|
|
13,587
|
|
|
13,494
|
|
|||
Purchases of trading securities
|
(1,160
|
)
|
|
(3,075
|
)
|
|
(3,312
|
)
|
|||
Proceeds from sales and maturities of trading securities
|
1,658
|
|
|
2,824
|
|
|
3,367
|
|
|||
Purchases of other marketable securities
|
—
|
|
|
(220
|
)
|
|
—
|
|
|||
Proceeds from sale of discontinued operations, net of cash sold
|
—
|
|
|
788
|
|
|
—
|
|
|||
Proceeds from sales of property, plant and equipment
|
266
|
|
|
37
|
|
|
4
|
|
|||
Acquisitions and other investments, net of cash acquired
|
(2,997
|
)
|
|
(883
|
)
|
|
(192
|
)
|
|||
Other items, net
|
(25
|
)
|
|
69
|
|
|
60
|
|
|||
Net cash used by investing activities
|
(3,572
|
)
|
|
(1,639
|
)
|
|
(1,578
|
)
|
|||
Financing Activities:
|
|
|
|
|
|
||||||
Proceeds from short-term debt
|
4,083
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from long-term debt
|
9,937
|
|
|
—
|
|
|
534
|
|
|||
Repayment of short-term debt
|
(3,083
|
)
|
|
—
|
|
|
—
|
|
|||
Repayment of long-term debt
|
—
|
|
|
—
|
|
|
(439
|
)
|
|||
Proceeds from issuance of common stock
|
787
|
|
|
1,439
|
|
|
1,525
|
|
|||
Repurchases and retirements of common stock
|
(11,246
|
)
|
|
(4,549
|
)
|
|
(4,610
|
)
|
|||
Dividends paid
|
(2,880
|
)
|
|
(2,586
|
)
|
|
(2,055
|
)
|
|||
Incremental tax benefits from share-based compensation
|
103
|
|
|
280
|
|
|
231
|
|
|||
Other items, net
|
38
|
|
|
(64
|
)
|
|
(31
|
)
|
|||
Net cash used by financing activities
|
(2,261
|
)
|
|
(5,480
|
)
|
|
(4,845
|
)
|
|||
Changes in cash and cash equivalents held for sale
|
—
|
|
|
—
|
|
|
(15
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
(20
|
)
|
|
(3
|
)
|
|
(5
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
(347
|
)
|
|
1,765
|
|
|
2,335
|
|
|||
Cash and cash equivalents at beginning of period
|
7,907
|
|
|
6,142
|
|
|
3,807
|
|
|||
Cash and cash equivalents at end of period
|
$
|
7,560
|
|
|
$
|
7,907
|
|
|
$
|
6,142
|
|
|
Common
Stock
Shares
|
|
Common Stock and Paid-In
Capital
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income
|
|
Total Qualcomm Stockholders’ Equity
|
|
Noncontrolling Interests
|
|
Total
Stockholders’
Equity
|
|||||||||||||
Balance at September 30, 2012
|
1,706
|
|
|
$
|
11,956
|
|
|
$
|
20,701
|
|
|
$
|
866
|
|
|
$
|
33,523
|
|
|
$
|
22
|
|
|
$
|
33,545
|
|
Total comprehensive income
|
—
|
|
|
—
|
|
|
6,853
|
|
|
(113
|
)
|
|
6,740
|
|
|
(9
|
)
|
|
6,731
|
|
||||||
Common stock issued under employee benefit plans and the related tax benefits
|
57
|
|
|
1,759
|
|
|
—
|
|
|
—
|
|
|
1,759
|
|
|
—
|
|
|
1,759
|
|
||||||
Repurchases and retirements of common stock
|
(72
|
)
|
|
(4,610
|
)
|
|
—
|
|
|
—
|
|
|
(4,610
|
)
|
|
—
|
|
|
(4,610
|
)
|
||||||
Share-based compensation
|
—
|
|
|
1,142
|
|
|
—
|
|
|
—
|
|
|
1,142
|
|
|
—
|
|
|
1,142
|
|
||||||
Tax withholdings related to vesting of share-based payments
|
(6
|
)
|
|
(374
|
)
|
|
—
|
|
|
—
|
|
|
(374
|
)
|
|
—
|
|
|
(374
|
)
|
||||||
Dividends
|
—
|
|
|
—
|
|
|
(2,093
|
)
|
|
—
|
|
|
(2,093
|
)
|
|
—
|
|
|
(2,093
|
)
|
||||||
Issuance of subsidiary shares to noncontrolling interests
|
—
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
9
|
|
|
11
|
|
||||||
Deconsolidation of subsidiaries
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(23
|
)
|
|
(23
|
)
|
||||||
Other
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Balance at September 29, 2013
|
1,685
|
|
|
9,874
|
|
|
25,461
|
|
|
753
|
|
|
36,088
|
|
|
(1
|
)
|
|
36,087
|
|
||||||
Total comprehensive income (1)
|
—
|
|
|
—
|
|
|
7,967
|
|
|
(119
|
)
|
|
7,848
|
|
|
(3
|
)
|
|
7,845
|
|
||||||
Common stock issued under employee benefit plans and the related tax benefits
|
50
|
|
|
1,726
|
|
|
—
|
|
|
—
|
|
|
1,726
|
|
|
—
|
|
|
1,726
|
|
||||||
Repurchases and retirements of common stock
|
(60
|
)
|
|
(4,549
|
)
|
|
—
|
|
|
—
|
|
|
(4,549
|
)
|
|
—
|
|
|
(4,549
|
)
|
||||||
Share-based compensation
|
—
|
|
|
1,101
|
|
|
—
|
|
|
—
|
|
|
1,101
|
|
|
—
|
|
|
1,101
|
|
||||||
Tax withholdings related to vesting of share-based payments
|
(6
|
)
|
|
(417
|
)
|
|
—
|
|
|
—
|
|
|
(417
|
)
|
|
—
|
|
|
(417
|
)
|
||||||
Dividends
|
—
|
|
|
—
|
|
|
(2,629
|
)
|
|
—
|
|
|
(2,629
|
)
|
|
—
|
|
|
(2,629
|
)
|
||||||
Other
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
1
|
|
|
2
|
|
||||||
Balance at September 28, 2014
|
1,669
|
|
|
7,736
|
|
|
30,799
|
|
|
634
|
|
|
39,169
|
|
|
(3
|
)
|
|
39,166
|
|
||||||
Total comprehensive income
|
—
|
|
|
—
|
|
|
5,271
|
|
|
(439
|
)
|
|
4,832
|
|
|
(3
|
)
|
|
4,829
|
|
||||||
Common stock issued under employee benefit plans and the related tax benefits
|
32
|
|
|
871
|
|
|
—
|
|
|
—
|
|
|
871
|
|
|
—
|
|
|
871
|
|
||||||
Repurchases and retirements of common stock
|
(172
|
)
|
|
(9,334
|
)
|
|
(1,912
|
)
|
|
—
|
|
|
(11,246
|
)
|
|
—
|
|
|
(11,246
|
)
|
||||||
Share-based compensation
|
—
|
|
|
1,078
|
|
|
—
|
|
|
—
|
|
|
1,078
|
|
|
—
|
|
|
1,078
|
|
||||||
Tax withholdings related to vesting of share-based payments
|
(5
|
)
|
|
(351
|
)
|
|
—
|
|
|
—
|
|
|
(351
|
)
|
|
—
|
|
|
(351
|
)
|
||||||
Dividends
|
—
|
|
|
—
|
|
|
(2,932
|
)
|
|
—
|
|
|
(2,932
|
)
|
|
—
|
|
|
(2,932
|
)
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
|
(1
|
)
|
||||||
Balance at September 27, 2015
|
1,524
|
|
|
$
|
—
|
|
|
$
|
31,226
|
|
|
$
|
195
|
|
|
$
|
31,421
|
|
|
$
|
(7
|
)
|
|
$
|
31,414
|
|
(1)
|
Income (loss) from discontinued operations, net of income taxes, (Note 11) was attributable to Qualcomm.
|
|
September 27, 2015
|
|
September 28, 2014
|
||||
Forwards
|
$
|
269
|
|
|
$
|
210
|
|
Futures
|
133
|
|
|
$
|
260
|
|
|
Options
|
620
|
|
|
122
|
|
||
Swaps
|
3,004
|
|
|
5
|
|
||
|
$
|
4,026
|
|
|
$
|
597
|
|
|
September 27, 2015
|
|
September 28, 2014
|
||||
British pound sterling
|
$
|
83
|
|
|
$
|
97
|
|
Chinese renminbi
|
111
|
|
|
—
|
|
||
Euro
|
36
|
|
|
43
|
|
||
Indian rupee
|
409
|
|
|
3
|
|
||
Japanese yen
|
174
|
|
|
19
|
|
||
Korean won
|
81
|
|
|
121
|
|
||
United States dollar
|
3,089
|
|
|
266
|
|
||
Other
|
43
|
|
|
48
|
|
||
|
$
|
4,026
|
|
|
$
|
597
|
|
•
|
Level 1 includes financial instruments for which quoted market prices for identical instruments are available in active markets.
|
•
|
Level 2 includes financial instruments for which there are inputs other than quoted prices included within Level 1 that are observable for the instrument.
|
•
|
Level 3 includes financial instruments for which fair value is derived from valuation techniques in which one or more significant inputs are unobservable, including the Company’s own assumptions.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cost of equipment and services revenues
|
$
|
42
|
|
|
$
|
49
|
|
|
$
|
71
|
|
Research and development
|
659
|
|
|
672
|
|
|
643
|
|
|||
Selling, general and administrative
|
325
|
|
|
338
|
|
|
391
|
|
|||
Share-based compensation expense before income taxes
|
1,026
|
|
|
1,059
|
|
|
1,105
|
|
|||
Related income tax benefit
|
(190
|
)
|
|
(203
|
)
|
|
(217
|
)
|
|||
|
$
|
836
|
|
|
$
|
856
|
|
|
$
|
888
|
|
Accounts Receivable (in millions)
|
|
|
|
||||
|
September 27, 2015
|
|
September 28, 2014
|
||||
Trade, net of allowances for doubtful accounts of $6 and $5, respectively
|
$
|
1,941
|
|
|
$
|
2,362
|
|
Long-term contracts
|
11
|
|
|
17
|
|
||
Other
|
12
|
|
|
33
|
|
||
|
$
|
1,964
|
|
|
$
|
2,412
|
|
Inventories (in millions)
|
|
|
|
||||
|
September 27,
2015 |
|
September 28,
2014 |
||||
Raw materials
|
$
|
1
|
|
|
$
|
1
|
|
Work-in-process
|
550
|
|
|
656
|
|
||
Finished goods
|
941
|
|
|
801
|
|
||
|
$
|
1,492
|
|
|
$
|
1,458
|
|
Property, Plant and Equipment (in millions)
|
September 27, 2015
|
|
September 28, 2014
|
||||
Land
|
$
|
212
|
|
|
$
|
225
|
|
Buildings and improvements
|
1,544
|
|
|
1,456
|
|
||
Computer equipment and software
|
1,422
|
|
|
1,349
|
|
||
Machinery and equipment
|
2,287
|
|
|
2,117
|
|
||
Furniture and office equipment
|
83
|
|
|
85
|
|
||
Leasehold improvements
|
274
|
|
|
247
|
|
||
Construction in progress
|
72
|
|
|
201
|
|
||
|
5,894
|
|
|
5,680
|
|
||
Less accumulated depreciation and amortization
|
(3,360
|
)
|
|
(3,193
|
)
|
||
|
$
|
2,534
|
|
|
$
|
2,487
|
|
|
QCT
|
|
QTL
|
|
Nonreportable Segments
|
|
Total
|
||||||||
Balance at September 29, 2013
|
$
|
2,875
|
|
|
$
|
706
|
|
|
$
|
395
|
|
|
$
|
3,976
|
|
Acquisitions
|
592
|
|
|
6
|
|
|
30
|
|
|
628
|
|
||||
Impairments
|
—
|
|
|
—
|
|
|
(116
|
)
|
|
(116
|
)
|
||||
Balance at September 28, 2014
(1)
|
3,467
|
|
|
712
|
|
|
309
|
|
|
4,488
|
|
||||
Acquisitions
|
998
|
|
|
6
|
|
|
254
|
|
|
1,258
|
|
||||
Impairments
|
—
|
|
|
—
|
|
|
(260
|
)
|
|
(260
|
)
|
||||
Other (2)
|
(4
|
)
|
|
—
|
|
|
(3
|
)
|
|
(7
|
)
|
||||
Balance at September 27, 2015
(1)
|
$
|
4,461
|
|
|
$
|
718
|
|
|
$
|
300
|
|
|
$
|
5,479
|
|
(1)
|
Cumulative goodwill impairments were $520 million and $260 million at September 27, 2015 and September 28, 2014, respectively.
|
(2)
|
Includes changes in goodwill amounts resulting from foreign currency translation and purchase accounting adjustments.
|
|
September 27, 2015
|
|
September 28, 2014
|
||||||||||||||||
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Weighted-average amortization period
(years)
|
|
Gross Carrying
Amount
|
|
Accumulated
Amortization
|
|
Weighted-average amortization period
(years)
|
||||||||
Wireless spectrum
|
$
|
2
|
|
|
$
|
(2
|
)
|
|
5
|
|
$
|
18
|
|
|
$
|
(9
|
)
|
|
14
|
Marketing-related
|
93
|
|
|
(59
|
)
|
|
8
|
|
78
|
|
|
(47
|
)
|
|
9
|
||||
Technology-based
|
5,735
|
|
|
(2,078
|
)
|
|
10
|
|
4,460
|
|
|
(1,956
|
)
|
|
11
|
||||
Customer-related
|
111
|
|
|
(60
|
)
|
|
4
|
|
85
|
|
|
(49
|
)
|
|
6
|
||||
|
$
|
5,941
|
|
|
$
|
(2,199
|
)
|
|
10
|
|
$
|
4,641
|
|
|
$
|
(2,061
|
)
|
|
11
|
Other Current Liabilities (in millions)
|
|
|
|
||||
|
September 27,
2015 |
|
September 28,
2014 |
||||
Customer incentives and other customer-related liabilities
|
$
|
1,894
|
|
|
$
|
1,777
|
|
Other
|
462
|
|
|
466
|
|
||
|
$
|
2,356
|
|
|
$
|
2,243
|
|
|
Foreign Currency Translation Adjustment
|
|
Noncredit Other-than-Temporary Impairment Losses and Subsequent Changes in Fair Value for Certain Available-for-Sale Debt Securities
|
|
Net Unrealized Gain (Loss) on Other Available-for-Sale Securities
|
|
Net Unrealized Gain (Loss) on Derivative Instruments
|
|
Total Accumulated Other Comprehensive Income
|
||||||||||
Balance at September 28, 2014
|
$
|
(113
|
)
|
|
$
|
24
|
|
|
$
|
723
|
|
|
$
|
—
|
|
|
$
|
634
|
|
Other comprehensive (loss) income before reclassifications
|
(47
|
)
|
|
(19
|
)
|
|
(215
|
)
|
|
54
|
|
|
(227
|
)
|
|||||
Reclassifications from accumulated other comprehensive (loss) income
|
—
|
|
|
(1
|
)
|
|
(211
|
)
|
|
—
|
|
|
(212
|
)
|
|||||
Other comprehensive (loss) income
|
(47
|
)
|
|
(20
|
)
|
|
(426
|
)
|
|
54
|
|
|
(439
|
)
|
|||||
Balance at September 27, 2015
|
$
|
(160
|
)
|
|
$
|
4
|
|
|
$
|
297
|
|
|
$
|
54
|
|
|
$
|
195
|
|
Investment Income, Net (in millions)
|
|
|
|
|
|
||||||
|
2015
|
|
2014
|
|
2013
|
||||||
Interest and dividend income
|
$
|
527
|
|
|
$
|
586
|
|
|
$
|
697
|
|
Net realized gains on marketable securities
|
451
|
|
|
770
|
|
|
317
|
|
|||
Net realized gains on other investments
|
49
|
|
|
56
|
|
|
52
|
|
|||
Impairment losses on marketable securities
|
(163
|
)
|
|
(156
|
)
|
|
(72
|
)
|
|||
Impairment losses on other investments
|
(37
|
)
|
|
(24
|
)
|
|
(13
|
)
|
|||
Net gains on derivative instruments
|
17
|
|
|
5
|
|
|
—
|
|
|||
Equity in net losses of investees
|
(32
|
)
|
|
(10
|
)
|
|
(6
|
)
|
|||
Net gains on deconsolidation of subsidiaries
|
3
|
|
|
6
|
|
|
12
|
|
|||
|
$
|
815
|
|
|
$
|
1,233
|
|
|
$
|
987
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Current (benefit) provision:
|
|
|
|
|
|
||||||
Federal
|
$
|
(67
|
)
|
|
$
|
172
|
|
|
$
|
324
|
|
State
|
4
|
|
|
10
|
|
|
15
|
|
|||
Foreign
|
1,307
|
|
|
1,116
|
|
|
1,068
|
|
|||
|
1,244
|
|
|
1,298
|
|
|
1,407
|
|
|||
Deferred (benefit) provision:
|
|
|
|
|
|
||||||
Federal
|
(9
|
)
|
|
(30
|
)
|
|
(32
|
)
|
|||
State
|
1
|
|
|
(10
|
)
|
|
6
|
|
|||
Foreign
|
(17
|
)
|
|
(14
|
)
|
|
(32
|
)
|
|||
|
(25
|
)
|
|
(54
|
)
|
|
(58
|
)
|
|||
|
$
|
1,219
|
|
|
$
|
1,244
|
|
|
$
|
1,349
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
United States
|
$
|
2,993
|
|
|
$
|
3,213
|
|
|
$
|
3,798
|
|
Foreign
|
3,494
|
|
|
5,565
|
|
|
4,396
|
|
|||
|
$
|
6,487
|
|
|
$
|
8,778
|
|
|
$
|
8,194
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Expected income tax provision at federal statutory tax rate
|
$
|
2,270
|
|
|
$
|
3,072
|
|
|
$
|
2,868
|
|
State income tax provision, net of federal benefit
|
18
|
|
|
24
|
|
|
26
|
|
|||
Foreign income taxed at other than U.S. rates
|
(937
|
)
|
|
(1,750
|
)
|
|
(1,362
|
)
|
|||
Research and development tax credits
|
(148
|
)
|
|
(61
|
)
|
|
(195
|
)
|
|||
Other
|
16
|
|
|
(41
|
)
|
|
12
|
|
|||
|
$
|
1,219
|
|
|
$
|
1,244
|
|
|
$
|
1,349
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Additional income tax expense
|
$
|
656
|
|
|
$
|
690
|
|
|
$
|
758
|
|
Reduction to diluted earnings per share
|
$
|
0.40
|
|
|
$
|
0.40
|
|
|
$
|
0.43
|
|
|
September 27, 2015
|
|
September 28, 2014
|
||||
Unearned revenues
|
$
|
1,029
|
|
|
$
|
1,189
|
|
Unused tax credits
|
897
|
|
|
388
|
|
||
Unrealized losses on marketable securities
|
441
|
|
|
370
|
|
||
Share-based compensation
|
331
|
|
|
404
|
|
||
Accrued liabilities and reserves
|
317
|
|
|
529
|
|
||
Unused net operating losses
|
265
|
|
|
120
|
|
||
Other
|
95
|
|
|
93
|
|
||
Total gross deferred tax assets
|
3,375
|
|
|
3,093
|
|
||
Valuation allowance
|
(635
|
)
|
|
(414
|
)
|
||
Total net deferred tax assets
|
2,740
|
|
|
2,679
|
|
||
Intangible assets
|
(548
|
)
|
|
(315
|
)
|
||
Unrealized gains on marketable securities
|
(273
|
)
|
|
(484
|
)
|
||
Other
|
(105
|
)
|
|
(135
|
)
|
||
Total deferred tax liabilities
|
(926
|
)
|
|
(934
|
)
|
||
Net deferred tax assets
|
$
|
1,814
|
|
|
$
|
1,745
|
|
Reported as:
|
|
|
|
||||
Current deferred tax assets
|
$
|
635
|
|
|
$
|
577
|
|
Non-current deferred tax assets
|
1,453
|
|
|
1,174
|
|
||
Current deferred tax liabilities (1)
|
(4
|
)
|
|
—
|
|
||
Non-current deferred tax liabilities (1)
|
(270
|
)
|
|
(6
|
)
|
||
|
$
|
1,814
|
|
|
$
|
1,745
|
|
(1)
|
Current deferred tax liabilities and non-current deferred tax liabilities were included in other current liabilities and other liabilities, respectively, in the consolidated balance sheets.
|
|
2015
|
|
2014
|
|
2013
|
||||||
Beginning balance of unrecognized tax benefits
|
$
|
87
|
|
|
$
|
221
|
|
|
$
|
86
|
|
Additions based on prior year tax positions
|
31
|
|
|
1
|
|
|
1
|
|
|||
Reductions for prior year tax positions and lapse in statute of limitations
|
(70
|
)
|
|
(67
|
)
|
|
—
|
|
|||
Additions for current year tax positions
|
5
|
|
|
5
|
|
|
145
|
|
|||
Settlements with taxing authorities
|
(13
|
)
|
|
(73
|
)
|
|
(11
|
)
|
|||
Ending balance of unrecognized tax benefits
|
$
|
40
|
|
|
$
|
87
|
|
|
$
|
221
|
|
|
2015
|
|
2014
|
|
2013
|
||||||||||||||||||
|
Per Share
|
|
Total
|
|
Per Share
|
|
Total
|
|
Per Share
|
|
Total
|
||||||||||||
First quarter
|
$
|
0.42
|
|
|
$
|
710
|
|
|
$
|
0.35
|
|
|
$
|
599
|
|
|
$
|
0.25
|
|
|
$
|
435
|
|
Second quarter
|
0.42
|
|
|
702
|
|
|
0.35
|
|
|
599
|
|
|
0.25
|
|
|
439
|
|
||||||
Third quarter
|
0.48
|
|
|
771
|
|
|
0.42
|
|
|
718
|
|
|
0.35
|
|
|
615
|
|
||||||
Fourth quarter
|
0.48
|
|
|
749
|
|
|
0.42
|
|
|
713
|
|
|
0.35
|
|
|
604
|
|
||||||
|
$
|
1.80
|
|
|
$
|
2,932
|
|
|
$
|
1.54
|
|
|
$
|
2,629
|
|
|
$
|
1.20
|
|
|
$
|
2,093
|
|
|
Number of Shares
|
|
Weighted-Average
Grant Date Fair
Value
|
|
Aggregate Intrinsic
Value
|
|||||
|
(In thousands)
|
|
|
|
(In billions)
|
|||||
RSUs outstanding at September 28, 2014
|
28,550
|
|
|
$
|
67.36
|
|
|
|
||
RSUs granted
|
15,425
|
|
|
68.77
|
|
|
|
|||
RSUs canceled/forfeited
|
(2,329
|
)
|
|
69.42
|
|
|
|
|||
RSUs vested
|
(13,899
|
)
|
|
64.63
|
|
|
|
|||
RSUs outstanding at September 27, 2015
|
27,747
|
|
|
$
|
69.35
|
|
|
$
|
1.5
|
|
|
Number of Shares
|
|
Weighted- Average
Exercise
Price
|
|
Average Remaining
Contractual Term
|
|
Aggregate Intrinsic
Value
|
|||||
|
(In thousands)
|
|
|
|
(Years)
|
|
(In millions)
|
|||||
Stock options outstanding at September 28, 2014
|
42,113
|
|
|
$
|
41.23
|
|
|
|
|
|
||
Stock options canceled/forfeited/expired
|
(72
|
)
|
|
40.82
|
|
|
|
|
|
|||
Stock options exercised
|
(12,664
|
)
|
|
40.86
|
|
|
|
|
|
|||
Stock options outstanding at September 27, 2015
|
29,377
|
|
|
$
|
41.40
|
|
|
2.6
|
|
$
|
349
|
|
Exercisable at September 27, 2015
|
29,223
|
|
|
$
|
41.46
|
|
|
2.6
|
|
$
|
345
|
|
|
Principal
Amount
|
|
Effective
Interest Rate
|
||
Floating-rate notes due May 18, 2018
|
$
|
250
|
|
|
0.66%
|
Floating-rate notes due May 20, 2020
|
250
|
|
|
0.94%
|
|
Fixed-rate 1.40% notes due May 18, 2018
|
1,250
|
|
|
0.43%
|
|
Fixed-rate 2.25% notes due May 20, 2020
|
1,750
|
|
|
1.62%
|
|
Fixed-rate 3.00% notes due May 20, 2022
|
2,000
|
|
|
2.08%
|
|
Fixed-rate 3.45% notes due May 20, 2025
|
2,000
|
|
|
3.46%
|
|
Fixed-rate 4.65% notes due May 20, 2035
|
1,000
|
|
|
4.74%
|
|
Fixed-rate 4.80% notes due May 20, 2045
|
1,500
|
|
|
4.71%
|
|
Total principal
|
10,000
|
|
|
|
|
Unamortized discount, including debt issuance costs
|
(63
|
)
|
|
|
|
Hedge accounting fair value adjustments
|
32
|
|
|
|
|
Total long-term debt
|
$
|
9,969
|
|
|
|
|
QCT
|
|
QTL
|
|
QSI
|
|
Reconciling
Items
|
|
Total
|
||||||||||
2015
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
17,154
|
|
|
$
|
7,947
|
|
|
$
|
4
|
|
|
$
|
176
|
|
|
$
|
25,281
|
|
EBT
|
2,465
|
|
|
6,882
|
|
|
(74
|
)
|
|
(2,786
|
)
|
|
6,487
|
|
|||||
Total assets
|
2,923
|
|
|
438
|
|
|
812
|
|
|
46,623
|
|
|
50,796
|
|
|||||
2014
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
18,665
|
|
|
$
|
7,569
|
|
|
$
|
—
|
|
|
$
|
253
|
|
|
$
|
26,487
|
|
EBT
|
3,807
|
|
|
6,590
|
|
|
(7
|
)
|
|
(1,612
|
)
|
|
8,778
|
|
|||||
Total assets
|
3,639
|
|
|
161
|
|
|
484
|
|
|
44,290
|
|
|
48,574
|
|
|||||
2013
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
$
|
16,715
|
|
|
$
|
7,554
|
|
|
$
|
—
|
|
|
$
|
597
|
|
|
$
|
24,866
|
|
EBT
|
3,189
|
|
|
6,590
|
|
|
56
|
|
|
(1,641
|
)
|
|
8,194
|
|
|||||
Total assets
|
3,305
|
|
|
28
|
|
|
511
|
|
|
41,672
|
|
|
45,516
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
China (including Hong Kong)
|
$
|
13,337
|
|
|
$
|
13,200
|
|
|
$
|
12,288
|
|
South Korea
|
4,107
|
|
|
6,172
|
|
|
4,983
|
|
|||
Taiwan
|
3,294
|
|
|
2,876
|
|
|
2,683
|
|
|||
United States
|
246
|
|
|
372
|
|
|
805
|
|
|||
Other foreign
|
4,297
|
|
|
3,867
|
|
|
4,107
|
|
|||
|
$
|
25,281
|
|
|
$
|
26,487
|
|
|
$
|
24,866
|
|
|
2015
|
|
2014
|
|
2013
|
||||||
Revenues
|
|
|
|
|
|
||||||
Nonreportable segments
|
$
|
181
|
|
|
$
|
258
|
|
|
$
|
601
|
|
Intersegment eliminations
|
(5
|
)
|
|
(5
|
)
|
|
(4
|
)
|
|||
|
$
|
176
|
|
|
$
|
253
|
|
|
$
|
597
|
|
EBT
|
|
|
|
|
|
||||||
Unallocated cost of equipment and services revenues
|
$
|
(314
|
)
|
|
$
|
(300
|
)
|
|
$
|
(335
|
)
|
Unallocated research and development expenses
|
(809
|
)
|
|
(860
|
)
|
|
(789
|
)
|
|||
Unallocated selling, general and administrative expenses
|
(497
|
)
|
|
(412
|
)
|
|
(502
|
)
|
|||
Unallocated other (expense) income
|
(1,289
|
)
|
|
142
|
|
|
(173
|
)
|
|||
Unallocated interest expense
|
(101
|
)
|
|
(2
|
)
|
|
(3
|
)
|
|||
Unallocated investment income, net
|
855
|
|
|
1,215
|
|
|
880
|
|
|||
Nonreportable segments
|
(630
|
)
|
|
(1,395
|
)
|
|
(719
|
)
|
|||
Intersegment eliminations
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
|
$
|
(2,786
|
)
|
|
$
|
(1,612
|
)
|
|
$
|
(1,641
|
)
|
|
2015
|
|
2014
|
|
2013
|
||||||
Cost of equipment and services revenues
|
$
|
272
|
|
|
$
|
251
|
|
|
$
|
264
|
|
Research and development expenses
|
14
|
|
|
30
|
|
|
3
|
|
|||
Selling, general and administrative expenses
|
72
|
|
|
25
|
|
|
26
|
|
Current assets
|
$
|
560
|
|
Intangible assets subject to amortization:
|
|
||
Technology-based intangible assets
|
953
|
|
|
Customer-related intangible assets
|
45
|
|
|
Marketing-related intangible assets
|
15
|
|
|
In-process research and development (IPR&D)
|
182
|
|
|
Goodwill
|
969
|
|
|
Other assets
|
131
|
|
|
Total assets
|
2,855
|
|
|
Liabilities
|
(411
|
)
|
|
Net assets acquired
|
$
|
2,444
|
|
|
2015
|
|
2014
|
||||
|
(unaudited)
|
||||||
Revenues
|
$
|
25,939
|
|
|
$
|
27,282
|
|
Net income attributable to Qualcomm
|
5,157
|
|
|
7,730
|
|
|
Severance Costs
|
|
Other Costs
|
|
Total
|
||||||
Beginning balance of restructuring accrual
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Initial costs
|
125
|
|
|
45
|
|
|
170
|
|
|||
Cash payments
|
(3
|
)
|
|
(14
|
)
|
|
(17
|
)
|
|||
Ending balance of restructuring accrual
|
$
|
122
|
|
|
$
|
31
|
|
|
$
|
153
|
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||
Assets
|
|
|
|
|
|
|
|
||||||||
Cash equivalents
|
$
|
2,043
|
|
|
$
|
5,055
|
|
|
$
|
—
|
|
|
$
|
7,098
|
|
Marketable securities
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities and government-related securities
|
41
|
|
|
818
|
|
|
—
|
|
|
859
|
|
||||
Corporate bonds and notes
|
—
|
|
|
15,402
|
|
|
—
|
|
|
15,402
|
|
||||
Mortgage- and asset-backed and auction rate securities
|
—
|
|
|
1,583
|
|
|
224
|
|
|
1,807
|
|
||||
Equity and preferred securities and equity funds
|
1,168
|
|
|
462
|
|
|
—
|
|
|
1,630
|
|
||||
Debt funds
|
—
|
|
|
3,689
|
|
|
—
|
|
|
3,689
|
|
||||
Total marketable securities
|
1,209
|
|
|
21,954
|
|
|
224
|
|
|
23,387
|
|
||||
Derivative instruments
|
1
|
|
|
39
|
|
|
—
|
|
|
40
|
|
||||
Other investments
|
290
|
|
|
—
|
|
|
—
|
|
|
290
|
|
||||
Total assets measured at fair value
|
$
|
3,543
|
|
|
$
|
27,048
|
|
|
$
|
224
|
|
|
$
|
30,815
|
|
Liabilities
|
|
|
|
|
|
|
|
||||||||
Derivative instruments
|
$
|
—
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
6
|
|
Other liabilities
|
289
|
|
|
—
|
|
|
—
|
|
|
289
|
|
||||
Total liabilities measured at fair value
|
$
|
289
|
|
|
$
|
6
|
|
|
$
|
—
|
|
|
$
|
295
|
|
|
2015
|
|
2014
|
||||
Beginning balance of Level 3
|
$
|
269
|
|
|
$
|
322
|
|
Total realized and unrealized gains or losses:
|
|
|
|
||||
Included in investment income, net
|
3
|
|
|
11
|
|
||
Included in other comprehensive income (loss)
|
(4
|
)
|
|
(3
|
)
|
||
Purchases
|
69
|
|
|
107
|
|
||
Sales
|
(46
|
)
|
|
(126
|
)
|
||
Settlements
|
(64
|
)
|
|
(40
|
)
|
||
Transfers out of Level 3
|
(3
|
)
|
|
(2
|
)
|
||
Ending balance of Level 3
|
$
|
224
|
|
|
$
|
269
|
|
|
Current
|
|
Noncurrent
|
||||||||||||
|
September 27,
2015 |
|
September 28,
2014 |
|
September 27,
2015 |
|
September 28,
2014 |
||||||||
Trading:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities and government-related securities
|
$
|
—
|
|
|
$
|
320
|
|
|
$
|
12
|
|
|
$
|
38
|
|
Corporate bonds and notes
|
—
|
|
|
191
|
|
|
364
|
|
|
367
|
|
||||
Mortgage- and asset-backed and auction rate securities
|
—
|
|
|
—
|
|
|
242
|
|
|
237
|
|
||||
Total trading
|
—
|
|
|
511
|
|
|
618
|
|
|
642
|
|
||||
Available-for-sale:
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury securities and government-related securities
|
156
|
|
|
805
|
|
|
691
|
|
|
392
|
|
||||
Corporate bonds and notes
|
7,926
|
|
|
6,274
|
|
|
7,112
|
|
|
7,649
|
|
||||
Mortgage- and asset-backed and auction rate securities
|
1,302
|
|
|
1,063
|
|
|
263
|
|
|
278
|
|
||||
Equity and preferred securities and equity funds
|
377
|
|
|
192
|
|
|
1,253
|
|
|
2,146
|
|
||||
Debt funds
|
—
|
|
|
813
|
|
|
2,909
|
|
|
2,560
|
|
||||
Total available-for-sale
|
9,761
|
|
|
9,147
|
|
|
12,228
|
|
|
13,025
|
|
||||
Fair value option:
|
|
|
|
|
|
|
|
||||||||
Debt fund
|
—
|
|
|
—
|
|
|
780
|
|
|
790
|
|
||||
Total marketable securities
|
$
|
9,761
|
|
|
$
|
9,658
|
|
|
$
|
13,626
|
|
|
$
|
14,457
|
|
|
Gross Realized Gains
|
|
Gross Realized Losses
|
|
Net Realized Gains
|
||||||
2015
|
$
|
540
|
|
|
$
|
(52
|
)
|
|
$
|
488
|
|
2014
|
732
|
|
|
(18
|
)
|
|
714
|
|
|||
2013
|
430
|
|
|
(142
|
)
|
|
288
|
|
|
Cost
|
|
Unrealized Gains
|
|
Unrealized Losses
|
|
Fair Value
|
||||||||
September 27, 2015
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
1,394
|
|
|
$
|
264
|
|
|
$
|
(28
|
)
|
|
$
|
1,630
|
|
Debt securities (including debt funds)
|
20,459
|
|
|
185
|
|
|
(285
|
)
|
|
20,359
|
|
||||
|
$
|
21,853
|
|
|
$
|
449
|
|
|
$
|
(313
|
)
|
|
$
|
21,989
|
|
September 28, 2014
|
|
|
|
|
|
|
|
||||||||
Equity securities
|
$
|
1,769
|
|
|
$
|
575
|
|
|
$
|
(6
|
)
|
|
$
|
2,338
|
|
Debt securities (including debt funds)
|
19,582
|
|
|
312
|
|
|
(60
|
)
|
|
19,834
|
|
||||
|
$
|
21,351
|
|
|
$
|
887
|
|
|
$
|
(66
|
)
|
|
$
|
22,172
|
|
|
September 27, 2015
|
||||||||||||||
|
Less than 12 months
|
|
More than 12 months
|
||||||||||||
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||
U.S. Treasury securities and government-related securities
|
$
|
304
|
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate bonds and notes
|
7,656
|
|
|
(93
|
)
|
|
368
|
|
|
(62
|
)
|
||||
Mortgage- and asset-backed and auction rate securities
|
862
|
|
|
(3
|
)
|
|
108
|
|
|
(1
|
)
|
||||
Equity and preferred securities and equity funds
|
392
|
|
|
(28
|
)
|
|
17
|
|
|
—
|
|
||||
Debt funds
|
1,792
|
|
|
(117
|
)
|
|
124
|
|
|
(5
|
)
|
||||
|
$
|
11,006
|
|
|
$
|
(245
|
)
|
|
$
|
617
|
|
|
$
|
(68
|
)
|
|
September 28, 2014
|
||||||||||||||
|
Less than 12 months
|
|
More than 12 months
|
||||||||||||
|
Fair Value
|
|
Unrealized Losses
|
|
Fair Value
|
|
Unrealized Losses
|
||||||||
U.S. Treasury securities and government-related securities
|
$
|
279
|
|
|
$
|
(2
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
Corporate bonds and notes
|
4,924
|
|
|
(31
|
)
|
|
104
|
|
|
(4
|
)
|
||||
Mortgage- and asset-backed and auction rate securities
|
484
|
|
|
(1
|
)
|
|
135
|
|
|
(2
|
)
|
||||
Equity and preferred securities and equity funds
|
86
|
|
|
(3
|
)
|
|
52
|
|
|
(3
|
)
|
||||
Debt funds
|
133
|
|
|
(1
|
)
|
|
384
|
|
|
(19
|
)
|
||||
|
$
|
5,906
|
|
|
$
|
(38
|
)
|
|
$
|
675
|
|
|
$
|
(28
|
)
|
|
1st Quarter
|
|
2nd Quarter
|
|
3rd Quarter
|
|
4th Quarter
|
||||||||
2015 (1)
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
7,099
|
|
|
$
|
6,894
|
|
|
$
|
5,832
|
|
|
$
|
5,456
|
|
Operating income
|
2,064
|
|
|
1,336
|
|
|
1,235
|
|
|
1,140
|
|
||||
Income from continuing operations
|
1,971
|
|
|
1,052
|
|
|
1,183
|
|
|
1,060
|
|
||||
Net income
|
1,971
|
|
|
1,052
|
|
|
1,183
|
|
|
1,060
|
|
||||
Net income attributable to Qualcomm
|
1,972
|
|
|
1,053
|
|
|
1,184
|
|
|
1,061
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share attributable to Qualcomm (2):
|
$
|
1.19
|
|
|
$
|
0.64
|
|
|
$
|
0.74
|
|
|
$
|
0.68
|
|
Diluted earnings per share attributable to Qualcomm (2):
|
1.17
|
|
|
0.63
|
|
|
0.73
|
|
|
0.67
|
|
||||
|
|
|
|
|
|
|
|
||||||||
2014 (1)
|
|
|
|
|
|
|
|
||||||||
Revenues
|
$
|
6,622
|
|
|
$
|
6,367
|
|
|
$
|
6,806
|
|
|
$
|
6,692
|
|
Operating income
|
1,493
|
|
|
1,990
|
|
|
2,075
|
|
|
1,992
|
|
||||
Income from continuing operations
|
1,444
|
|
|
1,958
|
|
|
2,237
|
|
|
1,893
|
|
||||
Discontinued operations, net of tax
|
430
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income
|
1,874
|
|
|
1,958
|
|
|
2,237
|
|
|
1,893
|
|
||||
Net income attributable to Qualcomm
|
1,875
|
|
|
1,959
|
|
|
2,238
|
|
|
1,894
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Basic earnings per share attributable to Qualcomm (2):
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.86
|
|
|
$
|
1.16
|
|
|
$
|
1.33
|
|
|
$
|
1.13
|
|
Discontinued operations
|
0.25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income
|
1.11
|
|
|
1.16
|
|
|
1.33
|
|
|
1.13
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Diluted earnings per share attributable to Qualcomm (2):
|
|
|
|
|
|
|
|
||||||||
Continuing operations
|
$
|
0.84
|
|
|
$
|
1.14
|
|
|
$
|
1.31
|
|
|
$
|
1.11
|
|
Discontinued operations
|
0.25
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income
|
1.09
|
|
|
1.14
|
|
|
1.31
|
|
|
1.11
|
|
(1)
|
Amounts, other than per share amounts, are rounded to millions each quarter. Therefore, the sum of the quarterly amounts may not equal the annual amounts reported.
|
(2)
|
Earnings per share attributable to Qualcomm are computed independently for each quarter and the full year based upon respective average shares outstanding. Therefore, the sum of the quarterly earnings per share amounts may not equal the annual amounts reported.
|
(1)
|
Shows the cumulative total return on investment assuming an investment of $100 (including reinvestment of dividends) in our common stock, the S&P 500 and the NASDAQ-100 on
September 26, 2010
. All returns are reported as of our fiscal year end, which is the last Sunday in September.
|
EXECUTIVE OFFICERS
|
|
BOARD OF DIRECTORS
|
|
|
Dr. Paul E. Jacobs
Executive Chairman and Chairman of the Board
Steve Mollenkopf
Chief Executive Officer and Director
Derek K. Aberle
President
Cristiano R. Amon
Executive Vice President, Qualcomm Technologies, Inc. and President, Qualcomm CDMA Technologies
George S. Davis
Executive Vice President and Chief Financial Officer
Matthew S. Grob
Executive Vice President, Qualcomm Technologies, Inc. and Chief Technology Officer
Brian Modoff
Executive Vice President, Strategy and Mergers & Acquisitions
Donald J. Rosenberg
Executive Vice President, General Counsel and Corporate Secretary
Michelle Sterling
Executive Vice President, Human Resources
Dr. James H. Thompson
Executive Vice President, Engineering, Qualcomm Technologies, Inc.
|
|
Barbara T. Alexander
Chair: Finance Committee
Title: Independent Consultant
Sir Donald G. Cruickshank
Member: Audit Committee
Title: Chairman, 7digital Group plc
Raymond V. Dittamore
Chair: Audit Committee
Title: Retired Audit Partner, Ernst & Young LLP
Jeffrey W. Henderson
Title: Advisory Director to Berkshire Partners LLC
Dr. Susan Hockfield
Member: Governance Committee
Title: President Emerita and Professor of Neuroscience, Massachusetts Institute of Technology
Thomas W. Horton
Presiding Director
Member: Audit Committee
Title: Senior Advisor to Warburg Pincus LLC
Dr. Paul E. Jacobs
Title: Executive Chairman and Chairman of the Board, Qualcomm Incorporated
Sherry Lansing
Member: Compensation Committee
Title: Founder and Chair, The Sherry Lansing Foundation
Harish Manwani
Member: Finance Committee
Title: Former Chief Operating Officer, Unilever
|
|
Mark D. McLaughlin
Member: Governance Committee
Title: Chairman, President and Chief
Executive Officer, Palo Alto
Networks, Inc.
Steve Mollenkopf
Title: Chief Executive Officer, Qualcomm Incorporated
Clark T. “Sandy” Randt, Jr.
Chair: Governance Committee
Title: President, Randt & Co. LLC
Dr. Francisco Ros
Member: Finance Committee
Title: Founder and President, First International Partners, S.L.
Jonathan J. Rubinstein
Member: Compensation Committee
Title: Former Chairman and CEO, Palm, Inc.
Marc I. Stern
Chair: Compensation Committee
Title: Chairman, The TCW Group, Inc.
Anthony J. Vinciquerra
Member: Audit Committee
Title: Senior Advisor to Texas Pacific Group
DIRECTORS EMERITI
Adelia A. Coffman
Title: Co-Founder
|
|
|
|
|
As of January 2016.
|
|
|
Adjusted Results
|
|
Share-Based
Compensation
|
|
QSI
|
|
Acquisition-
Related Items
|
|
GAAP Results
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2015
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
25,277
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
|
$
|
25,281
|
|
Operating income (loss)
|
|
$
|
7,200
|
|
|
$
|
(1,026
|
)
|
|
$
|
(40
|
)
|
|
$
|
(358
|
)
|
|
$
|
5,776
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2014
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
26,487
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
26,487
|
|
Operating income (loss)
|
|
$
|
8,933
|
|
|
$
|
(1,059
|
)
|
|
$
|
(18
|
)
|
|
$
|
(306
|
)
|
|
$
|
7,550
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Fiscal 2013
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Revenues
|
|
$
|
24,866
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,866
|
|
Operating income (loss)
|
|
$
|
8,657
|
|
|
$
|
(1,103
|
)
|
|
$
|
(31
|
)
|
|
$
|
(293
|
)
|
|
$
|
7,230
|
|
(1)
|
See page
65
for definitions of the various non-GAAP performance measures used in calculating our cash and long-term equity incentives.
|
|
|
Table of Contents
|
|
|
|
|
Page
|
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1.
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Establishment, Purpose and Term of Plan
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E-3
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1.1
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Establishment
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E-3
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1.2
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Purpose
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E-3
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1.3
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Term of Plan
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E-3
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2.
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Definitions and Construction
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E-3
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2.1
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Definitions
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E-3
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2.2
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Construction
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E-7
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3.
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Administration
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E-7
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3.1
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Administration by the Committee
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E-7
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3.2
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Authority of Officers
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E-7
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3.3
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Administration with Respect to Insiders
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E-7
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3.4
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Committee Complying with Section 162(m)
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E-7
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3.5
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Powers of the Committee
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E-7
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3.6
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Indemnification
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E-8
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3.7
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Arbitration
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E-8
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3.8
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Repricing and Reload Options Prohibited
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E-8
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4.
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Shares Subject to Plan
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E-9
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4.1
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Maximum Number of Shares Issuable
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E-9
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4.2
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Adjustments for Changes in Capital Structure
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E-10
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5.
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Eligibility and Award Limitations
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E-10
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5.1
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Persons Eligible for Awards
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E-10
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5.2
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Participation
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E-10
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5.3
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Incentive Stock Option Limitations
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E-10
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5.4
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Award Limits
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E-11
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6.
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Terms and Conditions of Options
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E-11
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6.1
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Exercise Price
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E-11
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6.2
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Exercisability and Term of Options
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E-11
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6.3
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Payment of Exercise Price
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E-12
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6.4
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Effect of Termination of Service
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E-12
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6.5
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Transferability of Options.
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E-13
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7.
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Terms and Conditions of Stock Appreciation Rights
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E-13
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7.1
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Types of SARs Authorized
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E-13
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7.2
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Exercise Price
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E-13
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7.3
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Exercisability and Term of SARs
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E-13
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7.4
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Deemed Exercise of SARs
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E-13
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7.5
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Effect of Termination of Service
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E-13
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7.6
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Nontransferability of SARs
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E-13
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8.
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Terms and Conditions of Restricted Stock Awards
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E-14
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8.1
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Types of Restricted Stock Awards Authorized
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E-14
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8.2
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Purchase Price
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E-14
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8.3
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Purchase Period
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E-14
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Table of Contents
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Page
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8.4
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Vesting and Restrictions on Transfer
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E-14
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8.5
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Voting Rights; Dividends and Distributions
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E-14
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8.6
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Effect of Termination of Service
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E-14
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8.7
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Nontransferability of Restricted Stock Award Rights
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E-14
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9.
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Terms and Conditions of Performance Awards
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E-14
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9.1
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Types of Performance Awards Authorized
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E-15
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9.2
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Value of Performance Shares and Performance Units
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E-15
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9.3
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Establishment of Performance Period, Performance Goals and Performance Award Formula
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E-15
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9.4
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Measurement of Performance Goals
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E-15
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9.5
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Settlement of Performance Awards
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E-16
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9.6
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Voting Rights; Dividend Equivalent Rights and Distributions
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E-16
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9.7
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Effect of Termination of Service
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E-16
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9.8
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Nontransferability of Performance Awards
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E-17
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10.
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Terms and Conditions of Restricted Stock Unit Awards
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E-17
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10.1
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Grant of Restricted Stock Unit Awards
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E-17
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10.2
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Vesting
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E-17
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10.3
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Voting Rights, Dividend Equivalent Rights and Distributions
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E-17
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10.4
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Effect of Termination of Service
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E-17
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10.5
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Settlement of Restricted Stock Unit Awards
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E-18
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10.6
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Nontransferability of Restricted Stock Unit Awards
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E-18
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11.
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Deferred Compensation Awards
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E-18
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11.1
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Establishment of Deferred Compensation Award Programs
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E-18
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11.2
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Terms and Conditions of Deferred Compensation Awards
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E-18
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12.
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Other Stock-Based Awards
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E-19
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13.
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Effect of Change in Control
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E-19
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13.1
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Accelerated Vesting
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E-19
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13.2
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Assumption or Substitution
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E-19
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13.3
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Effect of Change in Control on Awards Other Than Options and SARs
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E-19
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14.
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Compliance with Law
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E-20
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15.
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Tax Withholding
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E-20
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15.1
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Tax Withholding in General
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E-20
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15.2
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Withholding in Shares
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E-20
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16.
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Amendment or Termination of Plan
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E-20
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17.
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Miscellaneous Provisions
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E-20
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17.1
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Repurchase Rights
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E-20
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17.2
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Provision of Information
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E-20
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17.3
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Rights as Employee, Consultant or Director
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E-20
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17.4
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Rights as a Stockholder
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E-21
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17.5
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Fractional Shares
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E-21
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17.6
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Severability
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E-21
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17.7
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Beneficiary Designation
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E-21
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17.8
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Awards in Substitution for Awards Granted by Other Companies
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E-21
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17.9
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Section 409A
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E-21
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17.10
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Unfunded Obligation
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E-22
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