EX-4.6



 Exhibit 4.6 

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (“DTC”), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF                    , OR SUCH OTHER
NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO                    , OR TO SUCH OTHER ENTITY AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF,                , HAS AN INTEREST HEREIN. 
 THIS
GLOBAL SECURITY IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT
(I) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 9.05 OF THE INDENTURE, (II) THIS GLOBAL SECURITY MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.07 OF THE INDENTURE,
(III) THIS GLOBAL SECURITY MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.12 OF THE INDENTURE AND (IV) THIS GLOBAL SECURITY MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF
THE COMPANY (AS DEFINED IN THE INDENTURE GOVERNING THIS SECURITY). 
 QUALCOMM INCORPORATED 

1.850% NOTES DUE 2019 
 No. R- 
 $500,000,000 

ISIN US747525AM55 
 CUSIP 747525 AM5

 QUALCOMM INCORPORATED, a corporation duly organized and existing under the laws of the State of Delaware (herein called the
“Company”, which term includes any successor Person under the Indenture referred to on the reverse hereof), for value received, hereby promises to pay
to                    or registered assigns, the principal sum as set forth in the attached Schedule of Increases and Decreases, at the office or
agency of the Company in the Borough of Manhattan, The City and State of New York, or any other office or agency designated by the Company for that purpose, on May 20, 2019, in such coin or currency of the United States as at the time of
payment shall be legal tender for the payment of public and private debts, and to pay interest semi-annually 







 
in arrears on May 20 and November 20 of each year, and on the maturity date, commencing on November 20, 2017, on said principal sum at said office or agency, in like coin or
currency, at a rate of 1.850% per annum. Interest on this Security will accrue from the most recent date from which interest has been paid, or if no interest has been paid, from May 26, 2017 until payment of said principal sum has been made or
duly provided for. The interest so payable on May 20 and November 20 will, subject to certain exceptions provided in the Indenture referred to on the reverse hereof, be paid to the person in whose name this Security is registered at
the close of business on the May 1 or November 1, preceding such May 20 and November 20, respectively, unless the Company shall default in the payment of interest due on such interest payment date, in which case such defaulted
interest, at the option of the Company, may be paid to the person in whose name this Security is registered at the close of business on a special record date for the payment of such defaulted interest established by notice to the registered holders
of this Security not less than 30 days preceding such special record date or may be paid in any other lawful manner. Interest on this Security will be computed on the basis of a 360-day year comprised of
twelve 30-day months. 
 If any interest payment date, the maturity date or any earlier required
repurchase date upon a designated event falls on a day that is not a business day, the required payment will be made on the next succeeding business day and no interest on such payment will accrue in respect of the delay. The term
‘‘business day’’ means any day, other than a Saturday or Sunday, which is not a day on which banking institutions in the City of New York are authorized or required by law or executive order to close. 

Reference is made to the further provisions of this Security set forth on the reverse hereof. Such further provisions shall for all
purposes have the same effect as though fully set forth at this place. 
 Unless the certificate of authentication hereon has been executed
by the Trustee referred to on the reverse hereof or an authenticating agent appointed by the Company, by manual signature, this Security shall not be entitled to any benefit under the Indenture or be valid or obligatory for any purpose. 

[Signature page follows] 







 IN WITNESS WHEREOF, the Company has caused this instrument to be duly executed and delivered.

 Dated: 
  

			
	QUALCOMM Incorporated
		
	By:	 	  

	Name:	 	George S. Davis
	Title:	 	Executive Vice President and Chief Financial Officer


 Signature Page to 1.850% Note due 2019 (R-1) 







 This is one of the securities designated therein referred to in the within mentioned Indenture. 

Dated: 
  

			
	U.S. Bank National Association, as Trustee and Authenticating Agent
		
	By:	 	  

		 	Authorized Signatory


 Signature Page to 1.850% Note due 2019 (R-1) 







 REVERSE OF SECURITY 

1. Securities. 
 This security (herein called the
“Security”) is one of a duly authorized issue of securities of the Company , issued and to be issued in one or more series, pursuant to the Indenture dated as of May 20, 2015 (the “Indenture”) between the Company and U.S.
Bank National Association, as Trustee (herein called the “Trustee,” which term includes any successor Trustee under the Indenture), and reference is hereby made to the Indenture for a statement of the respective rights, limitations of
rights, duties and immunities thereunder of the Company, the Trustee, and the Holders and of the terms upon which this Security is, and is to be, authenticated and delivered. This Security is one of the series designated on the face hereof as
“1.850% Notes due 2019,” issued in an initial aggregate principal amount of $1,250,000,000. This Security will be issued only in minimum denominations of $2,000 and integral multiples of $1,000 in excess thereof. All terms used in this
Security which are defined in the Indenture shall have the meanings assigned to them in the Indenture. 
 2. This Security is subject to the covenants
contained in the Indenture and certain additional covenants contained in the Officers’ Certificate dated May 26, 2017. 
 3. No Sinking Fund 

This Security will not be entitled to the benefit of any sinking fund. 

4. Optional Redemption. 
 At the Company’s
option, this Security may be redeemed at any time in whole or in part. If the Company elects to redeem this Security, the Company will pay a redemption price equal to the greater of the following amounts: (1) 100% of the aggregate principal amount
of this Security and (2) the sum of the present values of the remaining scheduled payments of principal and interest thereon that would have been payable in respect of such Securities (not including any portion of payments of interest accrued
to the date of redemption, discounted to the redemption date on a semi-annual basis (assuming a 360-day year consisting of twelve
30-day months)) at the Adjusted Treasury Rate plus 10 basis points plus in the case of each of (1) and (2), accrued and unpaid interest to the, but excluding, redemption date. Neither the Trustee nor
the paying agent shall have any responsibility for calculating the redemption price. 
 “Adjusted Treasury Rate” means, with
respect to any redemption date, the rate per annum equal to the semi-annual equivalent yield to maturity of the Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue (expressed as a
percentage of its principal amount) equal to the Comparable Treasury Price for such redemption date. 
 “Comparable Treasury
Issue” means, with respect to this Security, the U.S. Treasury security or securities selected by the Quotation Agent as having an actual or interpolated maturity comparable to the remaining term of this Security being redeemed that would be
utilized, at the time of selection and in accordance with customary financial practice, in pricing new issues of corporate debt securities of comparable maturity to the remaining term of this Security. 







 “Comparable Treasury Price” means, with respect to any redemption date, (1) the
average of the Reference Treasury Dealer Quotations for such redemption date, after excluding the highest and lowest such Reference Treasury Dealer Quotations or (2) if we obtain fewer than four such Reference Treasury Dealer Quotations, the
average of all such quotations for such redemption date. 
 “Quotation Agent” means the Reference Treasury Dealer appointed by us.

 “Reference Treasury Dealer” means (i) each of Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC and Merrill
Lynch, Pierce, Fenner & Smith Incorporated and their respective successors, unless any such entity ceases to be a primary U.S. Government securities dealer in New York City (a Primary Treasury Dealer), in which case we shall substitute
another Primary Treasury Dealer; and (ii) any other Primary Treasury Dealer selected by us. 
 “Reference Treasury Dealer
Quotations” means, with respect to any Reference Treasury Dealer and any redemption date, the average, as determined by the Quotation Agent, of the bid and asked prices for the applicable Comparable Treasury Issue (expressed in each case as a
percentage of its principal amount) quoted in writing to the Quotation Agent by that Reference Treasury Dealer at 5:00 p.m., New York City time, on the third business day preceding that redemption date. 

5. Special Mandatory Redemption 
 (a) If the
Acceptance Time (as defined in the Purchase Agreement) has not occurred on or before 11:59 p.m., New York City time on October 27, 2017 (or such later date on or prior to June 1, 2018 to which the “End Date” under the Purchase
Agreement is extended) or if, prior to such date, the Purchase Agreement is terminated, this Security will be redeemed at 101% of the principal amount of the Security, plus accrued and unpaid interest from May 26, 2017, or the most recent date
to which interest has been paid or provided for, whichever is later, to, but excluding, the redemption date (the “Special Mandatory Redemption”). 

(b) Notices of a Special Mandatory Redemption will be sent to each Holder of Securities to be redeemed at its registered address, with a copy
to the Trustee, no later than 5 business days after the occurrence of the event triggering such redemption. The date of the Special Mandatory Redemption shall be no earlier than 3 business days and no later than 30 days (or otherwise in accordance
with the applicable procedures of DTC) following the transmission of such notice. 
 (c) If funds sufficient to pay the special mandatory
redemption price of this Security on the date of the Special Mandatory Redemption (plus accrued and unpaid interest, if any, to, but excluding, such date) are deposited with the trustee on or before the date of the Special Mandatory Redemption, this
Security will cease to bear interest on and after such date. 







 “Acquisition” means the acquisition of NXP by Qualcomm River Holdings. 

“NXP” means NXP Semiconductors N.V. 

“Purchase Agreement” means the Purchase Agreement, dated as of October 27, 2016, by and between NXP and Qualcomm River
Holdings, as it may be amended or supplemented. 
 “Qualcomm River Holdings” means Qualcomm River Holdings, B.V. 

6. Selection and Notice of Redemption. 
 (a) If
less than all of the principal amount of this Security is to be redeemed, the depositary in coordination with the paying agent may select Securities for redemption pursuant to its applicable procedures. The depositary, in connection with the paying
agent shall select Securities and portions of Securities in amounts of $2,000 and integral multiples of $1,000 in excess thereof. 
 (b)
Notices of redemption (other than with respect to any Special Mandatory Redemption) will be sent at least 30 but not more than 60 days before the redemption date to each Holder of Securities to be redeemed at its registered address. Notices of
redemption may be conditional. 
 7. Acceleration Upon Event of Default. 

The Events of Default for this Security are as specified in the Indenture. 

8. Amendment and Modification. 
 The Indenture
permits, with certain exceptions as therein provided, the amendment thereof and the modification of the rights and obligations of the Company and the rights of the Holders under the Indenture at any time by the Company and the Trustee with the
consent of the Holders of not less than a majority in principal amount of outstanding securities of any series and affected by such modification or amendment (including consents obtained in connection with a purchase of, or tender offer or exchange
offer for, such securities). 
 9. No Impairment of Obligation to Pay or Right to Convert. 

No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company,
which is absolute and unconditional, to pay the principal of, premium, if any, and interest on this Security at the times, places and rate, and in the coin or currency, herein prescribed or to convert this Security as provided in the Indenture. 








 10. Transfer and Exchange. 

As provided in the Indenture and subject to certain limitations set forth therein, this Security shall be transferable only upon the surrender
of a Security for registration of transfer. When a Security is presented to the Registrar with a request to register a transfer, the Registrar will register the transfer as requested if the requirements of the Indenture are satisfied. When this
Security is presented to the Registrar with a request to exchange them for an equal principal amount of securities of other denominations, the Registrar shall make the exchange as requested if the requirements of the Indenture are met. To permit
registration of transfers and exchanges, the Company will execute and the Trustee will authenticate securities at the Registrar’s request. 
 11. No
Service Charge. 
 No service charge shall be made for any such registration of transfer or exchange, but the Company may require payment by
the Holder of a sum sufficient to pay all taxes, assessments or other governmental charges in connection therewith. 
 12. Treatment as Owner. 

The registered holder of this Security will be treated as the owner of it for all purposes. 

13. Payment of Interest. 
 The Company shall pay
the principal of and interest on this Security in immediately available funds to                    or its respective nominees, as the case may be,
as the registered holder of this Security. 
 14. No Liability. 

No past, present or future director, officer, employee, incorporator or stockholder of the Company, as such, shall have any liability (except
in the case of bad faith or willful misconduct) for any obligations of the Company under this Security or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting this
Security waives and releases all such liability. Such waiver and release are part of the consideration for the issuance of this Security. 
 15. Governing
Law. 
 THE INDENTURE AND THIS SECURITY SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK. 







 SCHEDULE OF INCREASES OR DECREASES 

The initial principal amount of this Global Security is $500,000,000. The following increases or decreases in this Global Security have been made: 

 

									
	 Date of
 Exchange
	  	 Amount of

decrease in
Principal Amount

of this Global

Security
	  	 Amount of

increase in

Principal

Amount of this

Global Security
	  	 Principal

amount of this

Global Security

following such

decrease or

increase
	  	 Signature of

authorized

signatory of

Trustee or

Securities

Custodian