Item 1.01. Entry into a Material Definitive Agreement.

On May 8, 2020, QUALCOMM Incorporated (the Company) executed an Officers' Certificate (the Officers' Certificate), in accordance with Sections 2.02, 2.03, 10.04 and 10.05 of the Indenture dated May 20, 2015 (the Base Indenture and, together with the Officers' Certificate, the Indenture) between the Company and U.S. Bank National Association, as trustee (the Trustee), in connection with the sale of $1,200,000,000 in aggregate principal amount of the Company's 2.150% Notes due 2030 (the 2030 Notes) and $800,000,000 in aggregate principal amount of the Company's 3.250% Notes due 2050 (the 2050 Notes and, together with the 2030 Notes, the Notes). The 2030 Notes mature on May 20, 2030 and the 2050 Notes mature on May 20, 2050, unless earlier repurchased or redeemed, if applicable. The Notes are the Company's senior unsecured obligations and rank equally with the Company's other senior debt from time to time outstanding.

The 2030 Notes will bear interest at the rate of 2.150% per year and the 2050 Notes will bear interest at the rate of 3.250% per year. Interest on the Notes will be payable semiannually on May 20 and November 20 of each year, beginning on November 20, 2020. The Company will make each interest payment to the holders of record on the immediately preceding May 1 or November 1, respectively.

The Company may redeem some or all of the notes of each series of Notes at the applicable redemption price, as described in the applicable form of Note.

The Indenture contains customary events of default with respect to the Notes, including failure to make required payments, failure to comply with certain agreements or covenants, and certain events of bankruptcy and insolvency. Events of default under the Indenture arising from certain events of bankruptcy or insolvency will automatically cause the acceleration of the amounts due under the Notes. If any other event of default under the Indenture occurs and is continuing, the Trustee or the holders of at least 25% in aggregate principal amount of the then outstanding Notes may declare the acceleration of the amounts due under the Notes.

The foregoing description of the Notes and the Indenture is qualified in its entirety by reference to the full text of the Indenture, which is incorporated herein by reference to Exhibit 4.1 to the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission (SEC) on May 21, 2015 , the Officers' Certificate, which is included as Exhibit 4.2 to this report, and the forms of Notes, which are included as Exhibits 4.3 and 4.4 to this report, and each of which is incorporated into this Current Report on Form 8-K.




Item 8.01. Other Events.

On May 6, 2020, the Company entered into an underwriting agreement (the Underwriting Agreement) with BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, on behalf of the several Underwriters listed in Schedule I thereto (the Underwriters) pursuant to which the Company agreed to issue and sell the Notes to the Underwriters in a registered public offering (the Offering). The Offering was pursuant to the Company's shelf registration statement on Form S-3 (Registration File No. 333-225063), filed with the SEC on May 21, 2018. For a complete description of the terms and conditions of the Underwriting Agreement, please refer to the Underwriting Agreement, which is filed as Exhibit 1.1 hereto, and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits



Exhibit No                                Description
  1.1          Underwriting Agreement, dated May 6, 2020, among QUALCOMM
             Incorporated, BofA Securities, Inc., Goldman Sachs & Co. LLC and J.P.
             Morgan Securities LLC
  4.1          Indenture, dated May 20, 2015, between QUALCOMM Incorporated and
             U.S. Bank National Association, as trustee (incorporated herein by
             reference to Exhibit 4.1 to QUALCOMM Incorporated's Current Report on
             Form 8-K filed with the SEC on May 21, 2015)
  4.2          Officers' Certificate, dated May 8, 2020, for the 2030 Notes and
             the 2050 Notes
  4.3          Form of 2030 Notes
  4.4          Form of 2050 Notes
  5.1          Opinion of Cravath, Swaine & Moore LLP, relating to the notes
             (including the consent required with respect thereto)
104          Cover Page Interactive Data File, formatted in Inline XBRL and
             included as Exhibit 101

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