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

 

FLOATING RATE NOTES

           
    2019 NOTES   2020 NOTES   2023 NOTES

Issuer:

  QUALCOMM Incorporated    

Security Description:

  Floating Rate Notes due 2019   Floating Rate Notes due 2020   Floating Rate Notes due 2023

Principal Amount:

  $750,000,000   $500,000,000   $500,000,000

Maturity Date:

  May 20, 2019   May 20, 2020   January 30, 2023

Designated LIBOR Page:

  Reuters Page LIBOR 01   Reuters Page LIBOR 01   Reuters Page LIBOR 01

Spread to LIBOR:

  +36 bps   +45 bps   +73 bps

Index Maturity:

  Three months   Three months   Three months

Interest Reset Period:

  Quarterly   Quarterly   Quarterly

Interest Payment Dates:

  Quarterly on February 20, May 20, August 20 and November 20, commencing on August 20, 2017, and on the maturity date   Quarterly on February 20, May 20, August 20 and November 20, commencing on August 20, 2017, and on the maturity date   Quarterly on January 30, April 30, July 30 and October 30, commencing on July 30, 2017, and on the maturity date

Initial Interest Rate:

  Three month LIBOR plus 36 bps, determined on the second London business day preceding the scheduled closing date   Three month LIBOR plus 45 bps, determined on the second London business day preceding the scheduled closing date   Three month LIBOR plus 73 bps, determined on the second London business day preceding the scheduled closing date

Initial Price to Public:

  100.000%   100.000%   100.000%

Gross Proceeds to the Issuer:

  $750,000,000   $500,000,000   $500,000,000


Optional Redemption Provisions:

  None   None   None

Special Mandatory Redemption:

  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   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   None

Day Count Convention:

  Actual/360, Adjusted   Actual/360, Adjusted   Actual/360, Adjusted

CUSIP / ISIN:

  747525 AN3 / US747525AN39   747525 AQ6 / US747525AQ69   747525 AS2 / US747525AS26

 

FIXED RATE NOTES

    2019 NOTES   2020 NOTES   2023 NOTES   2024 NOTES   2027 NOTES   2047 NOTES
Issuer:   QUALCOMM Incorporated        
Security Description:   1.850 % Notes
due 2019
  2.100 % Notes
due 2020
  2.600 % Notes
due 2023
  2.900 % Notes
due 2024
  3.250 % Notes
due 2027
  4.300 % Notes
due 2047
Principal Amount:   $1,250,000,000   $1,500,000,000   $1,500,000,000   $1,500,000,000   $2,000,000,000   $1,500,000,000
Maturity Date:   May 20, 2019   May 20, 2020   January 30, 2023   May 20, 2024   May 20, 2027   May 20, 2047
Benchmark Treasury:   1.250% due April 30, 2019   1.500% due May 15, 2020   1.875% due April 30, 2022   2.000% due April 30, 2024   2.375% due May 15, 2027   3.000% due February 15, 2047
Benchmark Treasury Price and Yield:   99-30+ ; 1.274%   100-04+; 1.452%   100-14 1/4; 1.780%   99-22+ ; 2.046%   101-09; 2.231%   101-31 ; 2.901%
Spread to Benchmark Treasury:   +60 bps   +65 bps   +85 bps   +90 bps   +105 bps   +140 bps
Yield to Maturity:   1.874%   2.102%   2.630%   2.946%   3.281%   4.301%
Coupon:   1.850%   2.100%   2.600%   2.900%   3.250%   4.300%
Interest Payment Dates:   Semi-annually on May 20 and November 20, commencing on November 20, 2017, and on the maturity date   Semi-annually on May 20 and November 20, commencing on November 20, 2017, and on the maturity date   Semi-annually on January 30 and July 30, commencing on January 30, 2018, and on the maturity date   Semi-annually on May 20 and November 20, commencing on November 20, 2017, and on the maturity date   Semi-annually on May 20 and November 20, commencing on November 20, 2017, and on the maturity date   Semi-annually on May 20 and November 20, commencing on November 20, 2017, and on the maturity date
Initial Price to Public:   99.954%   99.994%   99.839%   99.712%   99.738%   99.984%
Gross Proceeds to the Issuer:   $1,249,425,000   $1,499,910,000   $1,497,585,000   $1,495,680,000   $1,994,760,000   $1,499,760,000

 

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Optional Redemption Provisions:   At any time: make-whole redemption at a discount rate of Treasury plus 10bps   At any time: make-whole redemption at a discount rate of Treasury plus 10bps   At any time prior
to December 30, 2022 (1 month prior to maturity) make-whole redemption at a discount rate of Treasury plus 15bps
  At any time prior
to March 20,
2024 (2 months prior to maturity) make-whole redemption at a discount rate of Treasury plus 15bps
  At any time prior
to February 20,
2027 (3 months prior to maturity) make-whole redemption at a discount rate of Treasury plus 20bps
  At any time prior
to November 20,
2046 (6 months prior to maturity) make-whole redemption at a discount rate of Treasury plus 25bps
      On or after
December 30, 2022 (1 month prior to maturity): redemption at par
  On or after
March 20, 2024
(2 months prior to maturity): redemption at par
  On or after
February 20,
2027 (3 months prior to maturity): redemption at par
  On or after
November 20, 2046 (6 months prior to maturity): redemption at par
Special Mandatory Redemption:   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   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   None   None   None   None
Day Count Convention:   30/360   30/360   30/360   30/360   30/360   30/360
CUSIP / ISIN:   747525 AM5 / US747525AM55   747525 AP8 / US747525AP86   747525 AR4 / US747525AR43   747525 AT0 / US747525AT09   747525 AU7 / US747525AU71   747525 AV5 / US747525AV54

 

 

 

FLOATING RATE NOTES AND FIXED RATE NOTES

Ratings:*

   A1 / A (Moody’s / S&P)

Trade Date:

   May 19, 2017

 

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Settlement Date:

  

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.

Legal Format:

   SEC Registered

Denominations:

   $2,000 and integral multiples of $1,000 in excess thereof

Joint Book-Running Managers:

  

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.

Co-Managers:

  

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

* 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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