Press Release

Qualcomm Announces Record Date for Spin-off of Leap Wireless International

Sep 10, 1998SAN DIEGO

Qualcomm products mentioned within this press release are offered by Qualcomm Technologies, Inc. and/or its subsidiaries.

SAN DIEGO - September 10, 1998 - Qualcomm Incorporated (NASDAQ: QCOM) todayannounced that its Board of Directors has approved and set a record date ofSeptember 11, 1998 for the proposed spin-off of Leap WirelessInternational, Inc. The Board declared a dividend of one share of commonstock of Leap Wireless for every four outstanding shares of Qualcomm commonstock. Qualcomm intends to transfer to Leap Wireless total assets ofapproximately $260 million at the time of the distribution. The number ofLeap Wireless common shares outstanding is expected to be approximately17.6 million.

Leap Wireless has been formed to become a global wireless communicationscarrier that deploys CDMA networks in markets with strong growth potential. Its initial assets will include assets consisting primarily of Qualcomm'sjoint venture and equity interests in certain terrestrial-based wirelesscommunications operating companies, which will be transferred to LeapWireless in advance of the distribution.

The distribution of Leap Wireless shares is expected to occur on or aboutSeptember 23, 1998 to holders of Qualcomm common stock of record as ofSeptember 11, 1998. The distribution is conditioned upon the Securitiesand Exchange Commission declaring effective the Registration Statement onForm 10 for Leap Wireless common stock, as well as the occurrence ofcertain other events. The Qualcomm Board has reserved the right towithdraw its declaration of the dividend at any time prior to thedistribution.

Holders of Qualcomm common stock will not be required to pay any cash orother consideration for the Leap Wireless shares they receive. Thedistribution will be a dividend to Qualcomm stockholders in an amount equalto the fair market value per share of Leap Wireless common stock received,determined by the average of the high and low trading price on the date ofthe distribution. Qualcomm's trust convertible preferred securities willbe adjusted as part of the spin-off so that upon conversion thereof,holders will also receive one share of Leap Wireless common stock for everyfour Qualcomm shares issued.

Qualcomm expects that a "when issued" public market for Leap Wirelesscommon stock will begin prior to the distribution date. Leap Wireless isexpected to trade on the Nasdaq National Market under the trading symbol LWIN.

Upon completion of the distribution, Leap Wireless will own, manage,support and operate joint venture and equity interests in PegasoTelecomunicaciones, S.A. de C.V. (Mexico), Metrosyvaz Limited (Russia) andOrrengrove Investments Limited (Russia), ChileSat Telefonia Personal, S.A.(Chile), Chase Telecommunications, Inc. (United States), Oz Phone Pty. Ltd.(Australia), and certain other development-stage businesses.

Qualcomm will retain a warrant to purchase 5,500,000 shares of LeapWireless common stock, approximately 18 percent of Leap Wireless'outstanding shares on a fully diluted basis as of the distribution date,exercisable during the ten years following the distribution. Qualcomm willcontinue as an equipment supplier for Leap Wireless' operating companiesand will retain all of its rights under its equipment supply agreementswith those entities.

Harvey P. White, a co-founder and former president of Qualcomm, will serveas president, chief executive officer and chairman of the Board of LeapWireless International. Mr. White is currently vice chairman of the Boardof Qualcomm, but will resign from that position prior to the distribution.In addition, Thomas J. Bernard, who has served as senior vice president andgeneral manager of Qualcomm's Wireless Infrastructure Division, will serveas executive vice president of Leap Wireless.

The distribution of the Leap Wireless shares shall be made as described inthe Information Statement relating to these securities which has been filedwith the Securities and Exchange Commission (SEC) but has not yet becomeeffective. These securities may not be sold, nor may offers to buy beaccepted prior to the time the Information Statement becomes effective.This press release shall not constitute an offer to sell or thesolicitation of an offer to buy, nor shall there be any sale of thesesecurities in any state in which such an offer, solicitation or sale wouldbe unlawful prior to registration or qualification under the securitieslaws of any such state.

A copy of the Leap Wireless Information Statement, as amended, may beobtained from the SEC web site at or bycalling Qualcomm Investor Relations (1-619-658-4813) or Leap WirelessInternational Investor Relations (1-619-658-4260).

Headquartered in San Diego, Qualcomm develops, manufactures, markets,licenses and operates advanced communications systems and products based onits proprietary digital wireless technologies. The Company's primaryproduct areas are the OmniTRACS® system (a geostationery satellite-based,mobile communications system providing two-way data and position reportingservices), CDMA wireless communications systems and products and, inconjunction with others, the development of the Globalstar™ low-earth orbit(LEO) satellite communications system. Other Company products includeEudora® electronic mail software, ASIC products, and communicationsequipment and systems for government and commercial customers worldwide.For more information on Qualcomm products and technologies, please visitthe Company's web site at

Headquartered in San Diego, Leap Wireless International is a globalwireless communications carrier that deploys CDMA networks in markets withstrong growth potential. In conjunction with its strategic partners, Leapis building a combination of fixed and mobile wireless solutions in Mexico,Chile, Australia, Russia, and the United States. The world is goingwireless, and Leap believes CDMA is the technology of choice to increasethe teledensity that is critical to economic growth. For each of itsventures, Leap is actively involved in the management of the networks,combining its experience in international markets with its wirelesstechnical expertise in CDMA. Leap Wireless is dedicated to bringing theeconomic benefits of a reliable, cost-effective and high-qualitytelecommunications infrastructure to emerging markets.

Except for the historical information contained herein, this news releasecontains forward-looking statements that are subject to risks anduncertainties, including risks associated with the events required to occurbefore the consummation of the distribution, lack of Leap Wirelessoperating history, uncertainty of future profitability of Leap Wireless,international risks and change in economic conditions of the variousmarkets Qualcomm serves and Leap Wireless may serve. These and other risksare detailed from time to time in Qualcomm's SEC reports, including thereport on Form 10-K for the year ended September 28, 1997 and most recentForm 10-Q, as well as in the Registration Statement on Form 10, as amended,filed by Leap Wireless in connection with the proposed distribution.

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Qualcomm, OmniTRACS, Eudora and Eudora Pro are registered trademarks of Qualcomm Incorporated. Globalstar is a trademark of Loral Qualcomm Satellite Services, Incorporated.

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