Qualcomm Announces Pricing of $11.0 Billion Senior Notes Offering

SAN DIEGO, May 19, 2017 /PRNewswire/ -- Qualcomm Incorporated (NASDAQ: QCOM) today announced it has priced a public offering of senior unsecured notes in a combined aggregate principal amount of $11.0 billion, consisting of:

• $0.75 billion three-month LIBOR plus 0.36% Floating Rate Notes due 2019
• $0.50 billion three-month LIBOR plus 0.45% Floating Rate Notes due 2020
• $0.50 billion three-month LIBOR plus 0.73% Floating Rate Notes due 2023
• $1.25 billion 1.85% Senior Notes due 2019
• $1.50 billion 2.10% Senior Notes due 2020
• $1.50 billion 2.60% Senior Notes due 2023
• $1.50 billion 2.90% Senior Notes due 2024
• $2.00 billion 3.25% Senior Notes due 2027
• $1.50 billion 4.30% Senior Notes due 2047

Qualcomm intends to use the proceeds to fund a portion of the purchase price of Qualcomm's planned acquisition of NXP Semiconductors N.V. and other related transactions as well as for general corporate purposes. The issuance of the notes is expected to close on or about May 26, 2017, subject to customary closing conditions.

Goldman Sachs & Co. LLC, J.P. Morgan Securities LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, Barclays Capital Inc., Citigroup Global Markets Inc. and Deutsche Bank Securities Inc. are acting as joint book-running managers for the offering.

The offering is being made pursuant to an effective shelf registration statement filed with the Securities and Exchange Commission ("SEC"). The offering will be made only by means of a prospectus supplement relating to the offering and the accompanying base prospectus, copies of which may be obtained on the SEC website at http://www.sec.gov, or by contacting Goldman Sachs & Co. LLC by emailing [email protected] or calling toll-free at 1-866-471-2526;  J.P. Morgan Securities LLC, by calling collect at 212-834-4533; or Merrill Lynch, Pierce, Fenner & Smith Incorporated, by emailing [email protected] or calling toll-free 1-800-294-1322.

This press release shall not constitute an offer to sell or a solicitation of an offer to purchase any of these Notes, and shall not constitute an offer, solicitation or sale in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful.

About Qualcomm

Qualcomm's technologies powered the smartphone revolution and connected billions of people. We pioneered 3G and 4G – and now we are leading the way to 5G and a new era of intelligent, connected devices. Our products are revolutionizing industries, including automotive, computing, IoT, healthcare and data center, and are allowing millions of devices to connect with each other in ways never before imagined. Qualcomm Incorporated includes our licensing business, QTL, and the vast majority of our patent portfolio. Qualcomm Technologies, Inc., a subsidiary of Qualcomm Incorporated, operates, along with its subsidiaries, all of our engineering, research and development functions, and all of our products and services businesses, including, our QCT semiconductor business. For more information, visit Qualcomm's website, OnQ blog, Twitter and Facebook pages.

Note Regarding Forward-Looking Statements

In addition to the historical information contained herein, this press release contains forward-looking statements that are inherently subject to risks and uncertainties, including but not limited to statements regarding the note offering, including the use of proceeds from the offering and the expected closing date of the offering. Forward-looking statements are generally identified by words such as "estimates," "guidance," "expects," "anticipates," "intends," "plans," "believes," "seeks" and similar expressions. Actual results may differ materially from those referred to in the forward-looking statements due to a number of important factors, including but not limited to risks that we may be unable to redeem any or all of the Special Mandatory Redemption Notes (as defined in the Preliminary Prospectus Supplement referenced below) in the event of the Special Mandatory Redemption (as defined in the Preliminary Prospectus Supplement referenced below); in the event of a Special Mandatory Redemption, holders of the Special Mandatory Redemption Notes may not obtain their expected return on such notes; the notes will be effectively junior to any secured indebtedness that we may incur in the future; we may incur additional indebtedness ranking equal to the notes; the notes will be effectively junior to any indebtedness and other liabilities of our subsidiaries; the notes do not have an established trading market, which may negatively affect their market value and a noteholder's ability to transfer or sell their notes; ratings of the notes may change and affect the market prices and marketability of the notes; the amount of interest payable on the Floating Rate Notes (as defined in the Preliminary Prospectus Supplement referenced below) is set only once per period based on the three-month LIBOR rate on the interest determination date, which rate may fluctuate substantially; uncertainty relating to the LIBOR calculation process may adversely affect the value of the Floating Rate Notes; the financial information presented for Qualcomm and NXP Semiconductors N.V. (NXP) may not be fully comparable due to the different fiscal year-ends of each company; our proposed acquisition of NXP; commercial network deployments, expansions and upgrades of CDMA, OFDMA and other communications technologies, our customers' and licensees' sales of products and services based on these technologies and our customers' demand for our products and services; competition in an environment of rapid technological change; our dependence on a small number of customers and licensees; our dependence on the premium-tier device segment; attacks on our licensing business model, including current and future legal proceedings or actions of governmental or quasi-governmental bodies or standards or industry organizations; potential requirements to change our patent licensing practices due to governmental investigations and/or private legal proceedings challenging those practices; government regulations and policies, or adverse rulings in enforcement or other proceedings; the enforcement and protection of our intellectual property rights; the commercial success of our new technologies, products and services, including our ability to extend our products into new and expanded product areas and adjacent industry segments; risks associated with operation and control of manufacturing facilities acquired through the formation of our joint venture, RF360 Holdings Singapore Pte. Ltd.; the continued and future success of our licensing programs and the need to extend license agreements that are expiring; our dependence on a limited number of third-party suppliers; claims by third parties that we infringe their intellectual property; strategic acquisitions, transactions and investments; our use of open source software; our stock price and earnings volatility; our indebtedness; foreign currency fluctuations; global regional or local economic conditions that impact the industries in which we operate; our ability to attract and retain qualified employees; failures in our products or services or in the products or services of our customers or licensees, including those resulting from security vulnerabilities, defects or errors; security breaches of our information technology systems; and potential tax liabilities. These and other risks are set forth in the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 26, 2017 and Preliminary Prospectus Supplement dated May 19, 2017 filed with the SEC. Our reports filed with the SEC are available on our website at www.qualcomm.com. We undertake no obligation to update, or continue to provide information with respect to, any forward-looking statement or risk factor, whether as a result of new information, future events or otherwise.

Qualcomm Contacts:
Pete Lancia, Corporate Communications
Phone:  1-858-845-5959
Email:  [email protected]

John Sinnott, Investor Relations
Phone: 1-858-658-4813
Email: [email protected]

SOURCE Qualcomm Incorporated