Free Writing Prospectus - Filing Under Securities Act Rules 163/433 (fwp)
May 22 2017 - 5:03AM
Edgar (US Regulatory)
Filed Pursuant to Rule 433
Registration No. 333-203935
Issuer Free Writing Prospectus dated May 19, 2017
Relating to Preliminary Prospectus Supplement dated May 19, 2017
QUALCOMM INCORPORATED
$750,000,000 FLOATING RATE NOTES DUE 2019
$500,000,000 FLOATING RATE NOTES DUE 2020
$500,000,000 FLOATING RATE NOTES DUE 2023
$1,250,000,000 1.850% NOTES DUE 2019
$1,500,000,000 2.100% NOTES DUE 2020
$1,500,000,000 2.600% NOTES DUE 2023
$1,500,000,000 2.900% NOTES DUE 2024
$2,000,000,000 3.250% NOTES DUE 2027
$1,500,000,000 4.300% NOTES DUE 2047
PRICING TERM SHEET
MAY 19, 2017
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FLOATING RATE NOTES
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2019 NOTES
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2020 NOTES
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2023 NOTES
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Issuer:
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QUALCOMM Incorporated
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Security Description:
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Floating Rate Notes due 2019
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Floating Rate Notes due 2020
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Floating Rate Notes due 2023
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Principal Amount:
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$750,000,000
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$500,000,000
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$500,000,000
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Maturity Date:
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May 20, 2019
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May 20, 2020
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January 30, 2023
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Designated LIBOR Page:
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Reuters Page LIBOR 01
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Reuters Page LIBOR 01
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Reuters Page LIBOR 01
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Spread to LIBOR:
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+36 bps
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+45 bps
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+73 bps
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Index Maturity:
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Three months
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Three months
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Three months
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Interest Reset Period:
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Quarterly
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Quarterly
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Quarterly
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Interest Payment Dates:
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Quarterly on February 20, May 20, August 20 and November 20, commencing on August 20, 2017, and on the maturity date
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Quarterly on February 20, May 20, August 20 and November 20, commencing on August 20, 2017, and on the maturity date
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Quarterly on January 30, April 30, July 30 and October 30, commencing on July 30, 2017, and on the maturity date
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Initial Interest Rate:
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Three month LIBOR plus 36 bps, determined on the second London business day preceding the scheduled closing date
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Three month LIBOR plus 45 bps, determined on the second London business day preceding the scheduled closing date
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Three month LIBOR plus 73 bps, determined on the second London business day preceding the scheduled closing date
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Initial Price to Public:
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100.000%
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100.000%
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100.000%
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Gross Proceeds to the Issuer:
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$750,000,000
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$500,000,000
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$500,000,000
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Optional Redemption Provisions:
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None
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None
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None
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Special Mandatory Redemption:
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Mandatorily redeemable at 101% of the principal plus accrued and unpaid interest if the Acceptance Time does not occur on or before 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
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Mandatorily redeemable at 101% of the principal plus accrued and unpaid interest if the Acceptance Time does not occur on or before 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
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None
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Day Count Convention:
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Actual/360, Adjusted
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Actual/360, Adjusted
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Actual/360, Adjusted
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CUSIP / ISIN:
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747525 AN3 / US747525AN39
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747525 AQ6 / US747525AQ69
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747525 AS2 / US747525AS26
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FIXED RATE NOTES
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2019 NOTES
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2020 NOTES
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2023 NOTES
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2024 NOTES
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2027 NOTES
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2047 NOTES
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Issuer:
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QUALCOMM Incorporated
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Security Description:
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1.850 % Notes
due 2019
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2.100 % Notes
due 2020
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2.600 % Notes
due 2023
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2.900 % Notes
due 2024
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3.250 % Notes
due 2027
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4.300 % Notes
due 2047
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Principal Amount:
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$1,250,000,000
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$1,500,000,000
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$1,500,000,000
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$1,500,000,000
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$2,000,000,000
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$1,500,000,000
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Maturity Date:
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May 20, 2019
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May 20, 2020
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January 30, 2023
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May 20, 2024
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May 20, 2027
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May 20, 2047
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Benchmark Treasury:
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1.250% due April 30, 2019
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1.500% due May 15, 2020
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1.875% due April 30, 2022
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2.000% due April 30, 2024
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2.375% due May 15, 2027
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3.000% due February 15, 2047
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Benchmark Treasury Price and Yield:
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99-30+ ; 1.274%
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100-04+; 1.452%
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100-14 1/4; 1.780%
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99-22+ ; 2.046%
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101-09; 2.231%
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101-31 ; 2.901%
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Spread to Benchmark Treasury:
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+60 bps
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+65 bps
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+85 bps
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+90 bps
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+105 bps
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+140 bps
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Yield to Maturity:
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1.874%
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2.102%
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2.630%
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2.946%
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3.281%
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4.301%
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Coupon:
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1.850%
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2.100%
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2.600%
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2.900%
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3.250%
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4.300%
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Interest Payment Dates:
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Semi-annually on May 20 and November 20, commencing on November 20, 2017, and on the maturity date
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Semi-annually on May 20 and November 20, commencing on November 20, 2017, and on the maturity date
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Semi-annually on January 30 and July 30, commencing on January 30, 2018, and on the maturity date
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Semi-annually on May 20 and November 20, commencing on November 20, 2017, and on the maturity date
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Semi-annually on May 20 and November 20, commencing on November 20, 2017, and on the maturity date
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Semi-annually on May 20 and November 20, commencing on November 20, 2017, and on the maturity date
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Initial Price to Public:
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99.954%
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99.994%
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99.839%
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99.712%
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99.738%
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99.984%
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Gross Proceeds to the Issuer:
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$1,249,425,000
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$1,499,910,000
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$1,497,585,000
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$1,495,680,000
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$1,994,760,000
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$1,499,760,000
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2
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Optional Redemption Provisions:
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At any time: make-whole redemption at a discount rate of Treasury plus 10bps
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At any time: make-whole redemption at a discount rate of Treasury plus 10bps
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At any time prior
to December 30, 2022 (1 month prior to maturity) make-whole redemption at a discount rate of Treasury plus 15bps
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At any time prior
to March 20,
2024 (2 months prior to maturity) make-whole redemption at a discount rate of Treasury plus 15bps
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At any time prior
to February 20,
2027 (3 months prior to maturity) make-whole redemption at a discount rate of Treasury plus 20bps
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At any time prior
to November 20,
2046 (6 months prior to maturity) make-whole redemption at a discount rate of Treasury plus 25bps
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On or after
December 30, 2022 (1 month prior to maturity): redemption at par
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On or after
March 20, 2024
(2 months prior to maturity): redemption at par
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On or after
February 20,
2027 (3 months prior to maturity): redemption at par
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On or after
November 20, 2046 (6 months prior to maturity): redemption at par
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Special Mandatory Redemption:
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Mandatorily redeemable at 101% of the principal plus accrued and unpaid interest if the Acceptance Time does not occur on or before 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
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Mandatorily redeemable at 101% of the principal plus accrued and unpaid interest if the Acceptance Time does not occur on or before 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
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None
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None
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None
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None
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Day Count Convention:
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30/360
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30/360
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30/360
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30/360
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30/360
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30/360
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CUSIP / ISIN:
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747525 AM5 / US747525AM55
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747525 AP8 / US747525AP86
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747525 AR4 / US747525AR43
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747525 AT0 / US747525AT09
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747525 AU7 / US747525AU71
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747525 AV5 / US747525AV54
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FLOATING RATE NOTES AND FIXED RATE NOTES
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Ratings:*
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A1 / A (Moodys / S&P)
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Trade Date:
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May 19, 2017
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Settlement Date:
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May 26, 2017 (T+5)
It is expected that delivery of the notes will be made on or about May 26, 2017, which will be the fifth business day following the date of pricing of the
notes (this settlement cycle being referred to as T+5). Under Rule 15c6-1 of the Securities Exchange Act of 1934, as amended, trades in the secondary market generally are required to settle in three business days, unless the parties to
that trade expressly agree otherwise. Accordingly, purchasers who wish to trade the notes on the initial pricing date of the notes or the next succeeding business day will be required, by virtue of the fact that the notes initially will settle in
T+5, to specify alternative settlement arrangements at the time of any such trade to prevent a failed settlement and should consult their own advisors.
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Legal Format:
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SEC Registered
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Denominations:
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$2,000 and integral multiples of $1,000 in excess thereof
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Joint Book-Running Managers:
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Goldman Sachs & Co. LLC
J.P. Morgan
Securities LLC
Merrill Lynch, Pierce, Fenner & Smith
Incorporated
Barclays Capital Inc.
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
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Co-Managers:
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Mizuho Securities USA LLC
MUFG Securities
Americas Inc.
Wells Fargo Securities, LLC
BNP Paribas
Securities Corp.
Lloyds Securities Inc.
Loop Capital Markets
LLC
SMBC Nikko Securities America, Inc.
U.S. Bancorp
Investments, Inc.
Academy Securities, Inc.
Lebenthal & Co.,
LLC
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* A securities rating is not a recommendation to buy, sell or hold securities and may be
subject to revision or withdrawal at any time.
This communication is intended for the sole use of the person to whom it is provided by us.
The Issuer has filed a registration statement (including a prospectus) with the U.S. Securities and Exchange Commission (the
SEC) for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement, and other documents the Issuer has filed with the SEC for more complete information about the
Issuer and this offering. You may get these documents for free by visiting EDGAR on the SEC website at
www.sec.gov
. Alternatively, the Issuer, any underwriter or any dealer participating in this offering will arrange to send you
a copy of the prospectus if you request it by calling Goldman Sachs & Co. LLC toll-free at 1-866-471-2526, J.P. Morgan Securities LLC collect at 1-212-834-4533 or Merrill Lynch, Pierce, Fenner & Smith Incorporated toll-free at
1-800-294-1322
.
Any disclaimer or other notice that may appear below is not applicable to this communication and should be
disregarded. Such disclaimer or other notice was automatically generated as a result of this communication being sent via Bloomberg or another email system.
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