Filed Pursuant to Rule 433
Registration No. 333- 258239
Issuer Free Writing Prospectus dated November 7, 2022
Relating to Preliminary Prospectus Supplement dated November 7, 2022
QUALCOMM INCORPORATED
$700,000,000 5.400% NOTES DUE 2033
$1,200,000,000 6.000% NOTES DUE 2053
PRICING TERM SHEET
November 7, 2022
| | | 2033 NOTES | | 2053 NOTES |
| | | | | |
| Issuer: | | QUALCOMM Incorporated |
| | | |
| Security Description: | | 5.400% Notes due 2033 | | 6.000% Notes due 2053 |
| | | | | |
| Principal Amount: | | $700,000,000 | | $1,200,000,000 |
| | | | | |
| Maturity Date: | | May 20, 2033 | | May 20, 2053 |
| | | | | |
| Benchmark Treasury: | | 2.750% due August 15, 2032 | | 2.875% due May 15, 2052 |
| | | | | |
| Benchmark Treasury Price and Yield: | | 88-13+; 4.207% | | 75-19; 4.351% |
| | | | | |
| Spread to Benchmark Treasury: | | +120 bps | | +170 bps |
| | | | | |
| Yield to Maturity: | | 5.407% | | 6.051% |
| | | | | |
| Coupon: | | 5.400% | | 6.000% |
| | | | | |
| Interest Payment Dates: | | Semi-annually on May 20 and November 20, commencing on May 20, 2023 | | Semi-annually on May 20 and November 20, commencing on May 20, 2023 |
| | | | | |
| Initial Price to Public: | | 99.942% | | 99.291% |
| | | | | |
| Gross Proceeds to the Issuer: | | $699,594,000 | | $1,191,492,000 |
| | | | | |
| Optional Redemption Provisions: | | Prior to February 20, 2033 (three months prior to the maturity date), callable at the greater of (a) the make-whole price of T+20 basis points and (b) 100% of the principal amount, plus accrued and unpaid interest to the redemption date Callable at par on or after February 20, 2033 | | Prior to November 20, 2052 (six months prior to the maturity date), callable at the greater of (a) the make-whole price of T+30 basis points and (b) 100% of the principal amount, plus accrued and unpaid interest to the redemption date Callable at par on or after November 20, 2052 |
| | | | | |
| Day Count Convention: | | 30/360 | | 30/360 |
| | | | | |
| CUSIP / ISIN: | | 747525 BS1 / US747525BS17 | | 747525 BT9 / US747525BT99 |
| Ratings*: | | A2 (Stable) / A (Stable) (Moody’s / S&P) | | |
| | | | | |
| Trade Date: | | November 7, 2022 | | |
| Settlement Date: | | November 9, 2022 (T+2) | | |
| | | | | |
| Legal Format: | | SEC Registered | | |
| | | | | |
| Denominations: | | $2,000 and integral multiples of $1,000 in excess thereof |
| | | | | |
| Joint Book-Running Managers: | | Barclays Capital Inc.
BofA Securities, Inc.
Goldman Sachs & Co. LLC
J.P. Morgan Securities LLC
BNP Paribas Securities Corp.
Citigroup Global Markets Inc.
Deutsche Bank Securities Inc.
Mizuho Securities USA LLC
Morgan Stanley & Co. LLC | | |
| | | | | |
| Co-Managers: | | Credit Suisse Securities (USA) LLC Loop Capital Markets LLC SMBC Nikko Securities America, Inc. U.S. Bancorp Investments, Inc. Academy Securities, Inc. Great Pacific Securities Penserra Securities LLC | | |
*Note: 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 Barclays Capital Inc. toll-free at 1-888-603-5847, BofA Securities, Inc. toll-free at 1-800-294-1322, Goldman Sachs & Co. LLC toll-free at 1-866-471-2526 or J.P. Morgan Securities LLC collect at 1-212-834-4533.
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