QUALCOMM INC/DE: Entering a Material Definitive Agreement, Other Events, Financial Statements and Supporting Documents (Form 8-K)

Item 1.01. Conclusion of a significant definitive agreement.

On May 9, 2022, QUALCOMM Incorporated (the Company) has executed a certificate of officers (the Certificate of Officers), pursuant to sections 2.02, 2.03, 10.04 and 10.05 of the Trust Indenture dated May 20, 2015 (the Basic Trust Indenture and, together with the Directors’ Certificate, the Trust Indenture) between the Company and
US Bank Trust Company, National Association (as the beneficiary of National Association of American Banks), as trustee (the Trustee), in connection with the sale of $500,000,000 in aggregate principal amount of the Company’s 4.250% Notes due 2032 (the 2032 Notes) and $1,000,000,000 in aggregate principal amount of the Company’s 4.500% Notes due 2052 (the 2052 Notes and, together with the 2032 Notes, the Notes). The 2032 Bonds mature on May 20, 2032 and the 2052 Bonds mature on May 20, 2052, unless they have been redeemed or refunded earlier, as the case may be. The Notes are the senior unsecured obligations of the Company and rank pari passu with other senior indebtedness of the Company outstanding from time to time.

The 2032 Bonds will bear interest at 4.250% per annum and the 2052 Bonds will bear interest at 4.500% per annum. Interest on the Notes will be payable semi-annually on May 20 and November 20 of each year, from November 20, 2022. The Company will make each interest payment to holders of record on the previous day 1st May or November, 1strespectively.

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 Note form.

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 result in the acceleration of amounts due under the Notes. If any other Event of Default under the Indenture shall occur and continue, the Trustee or the holders of not less than 25% of the aggregate Principal Amount of Notes then outstanding may declare the amounts due under the tickets.

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 as Schedule 4.1 to the Company’s current report on Form 8-K filed with the Security and Exchange Commission (SEC) on May 21, 2015the officers’ certificate, which is included as exhibit 4.2 of this report, and the note forms, which are included as exhibits 4.3 and 4.4 of this report, each of which is incorporated into this current report on Form 8 -K.

Item 8.01. Other Events.

On May 5, 2022, the Company entered into a guarantee agreement (the Guarantee Agreement) with BofA Securities, Inc., Citigroup Global Markets Inc., Goldman Sachs & Co. LLC and JP Morgan Securities LLC, on behalf of several Underwriters listed in Schedule I (the Underwriters), pursuant to which the Company has agreed to issue and sell the Notes to the Underwriters in a registered public offering (the Offer). The offering was pursuant to the Company’s pre-registration statement on Form S-3 (Registration File No. 333-258239), filed with the SECOND on July 29, 2021. For a complete description of the terms and conditions of the Underwriting Agreement, please see the Underwriting Agreement, which is filed as Schedule 1.1 hereto and is incorporated herein by reference.

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Section 9.01. Financial statements and supporting documents.

(d) Exhibits



Exhibit No                              Description

  1.1        Underwriting Agreement, dated May 5, 2022, among QUALCOMM
           Incorporated, BofA Securities, Inc., Citigroup Global Markets 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 Trust Company, National Association (as successor in
           interest to 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 9, 2022, for the 2032 Notes and
           the 2052 Notes

  4.3        Form of 2032 Notes

  4.4        Form of 2052 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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