QUALCOMM INC/DE, 424B5 제출: 투자설명서(424B)
Registration Statement No. 333-283035
Prospectus Supplement (To Prospectus dated November 6, 2024)
We are offering $750,000,000 in aggregate principal amount of our 5.000% Notes due 2028 (the “2028 Notes”), $750,000,000 in aggregate principal amount of our 5.150% Notes due 2029 (the “2029 Notes”), $1,000,000,000 in aggregate principal amount of our 5.350% Notes due 2031 (the “2031 Notes”), $750,000,000 in aggregate principal amount of our 5.600% Notes due 2033 (the “2033 Notes”) and $750,000,000 in aggregate principal amount of our 5.800% Notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2029 Notes, the 2031 Notes and the 2033 Notes, the “notes”). The 2028 Notes will bear interest at the rate of 5.000% per year, the 2029 Notes will bear interest at the rate of 5.150% per year, the 2031 Notes will bear interest at the rate of 5.350% per year, the 2033 Notes will bear interest at the rate of 5.600% per year and the 2036 Notes will bear interest at the rate of 5.800% per year. Interest on the notes will be payable semiannually on May 20 and November 20 of each year, beginning on May 20, 2027. The 2028 Notes will mature on November 20, 2028, the 2029 Notes will mature on November 20, 2029, the 2031 Notes will mature on November 20, 2031, the 2033 Notes will mature on November 20, 2033 and the 2036 Notes will mature on November 20, 2036.
We may redeem the notes of each series at our option, in whole or in part, at any time and from time to time, at the applicable redemption prices described under “Description of Notes — Optional Redemption,” plus accrued and unpaid interest thereon to, but not including, the redemption date.
The notes will be our senior unsecured obligations and will rank equally with our other senior debt from time to time outstanding. Each series of notes is a new issue of securities with no established trading market. We do not intend to apply to list the notes of any series on any exchange.
Investing in the notes involves risk. See “Risk Factors” beginning on page S-5 of this prospectus supplement, as well as the risks set forth in our other filings with the Securities and Exchange Commission (the “SEC”), which are incorporated by reference in this prospectus supplement and the accompanying prospectus, for a discussion of certain risks that should be considered in connection with an investment in the notes .
Price to public (1) Underwriting discounts Proceeds to us (before expenses) (1)
Plus accrued interest, if any, from November 12, 2026.
Delivery of the notes is expected to be made in book-entry form through the facilities of The Depository Trust Company (“DTC”) and its direct participants, including Euroclear Bank SA/NV (“Euroclear”) and Clearstream Banking, société anonyme (“Clearstream”), against payment on or about November 12, 2026.
Joint Book-Running Managers
BNP PARIBAS BofA Securities Deutsche Bank Securities J.P. Morgan Morgan Stanley
Barclays Citigroup Credit Agricole CIB Goldman Sachs & Co. LLC Loop Capital Markets
Mizuho SMBC Nikko TD Securities US Bancorp
Co-Managers Academy Securities Penserra Securities LLC R. Seelaus & Co., LLC
Prospectus Supplement Dated November 9, 2026
Prospectus Supplement Page
ABOUT THIS PROSPECTUS SUPPLEMENT S-ii
CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS S-iii
PROSPECTUS SUPPLEMENT SUMMARY S-1
RISK FACTORS S-5 USE OF PROCEEDS S-8
CAPITALIZATION S-9 DESCRIPTION OF NOTES S-10
MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX CONSIDERATIONS S-26
CERTAIN ERISA CONSIDERATIONS S-30
The summary below describes the principal terms of the notes and may not contain all of the information that may be important to you. Certain of the terms and conditions described below are subject to important limitations and exceptions. The “Description of Notes” section of this prospectus supplement and the “Description of Debt Securities” section of the accompanying prospectus contain a more detailed description of the terms and conditions of the notes. As used in this section, “we,” “our” and “us” refer only to QUALCOMM Incorporated and not to its consolidated subsidiaries.
Issuer QUALCOMM Incorporated.
Securities Offered $750,000,000 in aggregate principal amount of 5.000% Notes due 2028 (the “2028 Notes”).
$750,000,000 in aggregate principal amount of 5.150% Notes due 2029 (the “2029 Notes”).
$1,000,000,000 in aggregate principal amount of 5.350% Notes due 2031 (the “2031 Notes”).
$750,000,000 in aggregate principal amount of 5.600% Notes due 2033 (the “2033 Notes”).
$750,000,000 in aggregate principal amount of 5.800% Notes due 2036 (the “2036 Notes” and, together with the 2028 Notes, the 2029 Notes, the 2031 Notes and the 2033 Notes, the “notes”).
Original Issue Date November 12, 2026.
Maturity Date November 20, 2028 for the 2028 Notes.
November 20, 2029 for the 2029 Notes.
November 20, 2031 for the 2031 Notes.
November 20, 2033 for the 2033 Notes.
November 20, 2036 for the 2036 Notes.
Interest Rate 5.000% per annum for the 2028 Notes.
5.150% per annum for the 2029 Notes.
5.350% per annum for the 2031 Notes.
5.600% per annum for the 2033 Notes.
5.800% per annum for the 2036 Notes.
Interest Payment Dates
Interest on the notes will be payable semiannually on May 20 and November 20 of each year, beginning on May 20, 2027.
Ranking
The notes will be our general senior unsecured obligations and will rank equally with our other senior debt from time to time outstanding. The notes will be effectively subordinated to any secured debt we incur in the future and will be structurally subordinated to existing and future indebtedness and other liabilities of our existing and future subsidiaries.
Use of Proceeds We estimate that the net proceeds of this offering, after deducting underwriting discounts and our offering expenses, will be approximately $3.98 billion. We intend to use the net proceeds from this offering to repay all $2.0 billion of our outstanding fixed-rate 3.250% notes due May 20, 2027 (the “2027 Notes”) by their stated
maturity and the remainder for general corporate purposes, which may include repayment of outstanding borrowings under our commercial paper program, funding working capital and acquisitions. See “Use of Proceeds” in this prospectus supplement for more information.
Optional Redemption
Further Issuances
We may, without the consent of the holders, issue in the future additional notes of any series under the indenture with the same terms (except for the issue date, price to public and, if applicable, the initial interest payment date) and with the same CUSIP number as the notes of that series offered hereby in an unlimited aggregate principal amount; provided that if any such additional notes of any series are not fungible with the notes of that series offered hereby for U.S. federal income tax purposes, such additional notes will have a separate CUSIP number.
Sinking Fund The notes will not be entitled to the benefit of any sinking fund.