Our advantage in 5G is a direct outcome of our leadership in 4G and our long-term R&D investments.  Qualcomm is the only company to successfully lead in each mobile technology transition, in every case emerging as a larger and even better positioned company.  5G will be no different.  Leading in 5G builds upon success and leadership in 4G, particularly 4G LTE Advanced, upon which the 5G technology is built.  No other company comes close to Qualcomm on 4G LTE Advanced or on 5G.

Beyond 2019: Opportunities Have Never Been Greater

Qualcomm's leadership in 5G, coupled with our strength in connectivity, low power compute and security, has positioned us for healthy long-term growth in areas such as mobile RF front end, IoT, automotive, computing and networking.  These opportunities represent a serviceable addressable market ("SAM") of $150 billion by 2020; more than 6 times the size of Qualcomm's SAM in 2015.  We expect growth in these new areas to drive robust value creation for stockholders beyond 2019.  We are demonstrating success in these areas with more than $3 billion in revenues in 2017, up 75% over the last two years.

QUALCOMM'S BOARD IS COMMITTED AND BEST QUALIFIED TO EXECUTE THE STRATEGY TO DRIVE VALUE CREATION FOR ALL QUALCOMM STOCKHOLDERS

Qualcomm's world-class, independent and recently refreshed Board has been instrumental in the design and execution of Qualcomm's strategy, and has a deep understanding of, and vast experience in, the global semiconductor business and relevant adjacent industries.  The Board is comprised of business leaders with technology and regulatory expertise, M&A experience, investment expertise, and track records of transforming companies and creating substantial value.

The Board is committed to representing the best interests of and maximizing value for Qualcomm stockholders, and has a proven record of taking proactive, decisive action to create stockholder value and navigating difficult challenges, both regulatory and at the customer level.  Over the past three fiscal years, the Board has:

• Overseen the Strategic Realignment Plan, which drove significant value creation and strategically strengthened Qualcomm
• Delivered $1.4 billion in cost reductions
• Returned over $25 billion to stockholders through dividends and share repurchases
• Resolved China licensing issue and rolled out licensing program in China (120 new licensees)
• Diversified revenues and led Qualcomm through the acquisition of CSR, the RF360 joint venture with TDK, and the pending acquisition of NXP
• Established a strategy that drove an upward stock price trajectory prior to Apple filing a lawsuit and stopping its contract manufacturers' payment of their licensing obligations

Most importantly, Qualcomm's existing Board understands and is well versed in Qualcomm's complex business.  This is not true for Broadcom's inherently conflicted nominees who have minimal relevant experience and are likely to act in the best interests of Broadcom and Silver Lake.  While Broadcom pursues its uncertain regulatory path for 18 months or more, Qualcomm will be executing on a plan that will ramp up value creation, including capturing the 5G opportunity and resolving licensing disputes. 

Moreover, if Broadcom continues to pursue its hostile bid, the Board will be responsible (on behalf of Qualcomm stockholders) for running Qualcomm's business to maximize its value and, if a deal is the best outcome for Qualcomm stockholders, ensuring Broadcom pays an appropriate value.  Qualcomm stockholders – who would you rather have running your business, negotiating on your behalf with respect to Broadcom and managing your investment during this critical timeframe?

BROADCOM'S OPPORTUNISTIC PROPOSAL DRAMATICALLY UNDERVALUES QUALCOMM AND THERE IS SIGNIFICANT DOUBT ABOUT WHETHER IT CAN EVER BE COMPLETED

Broadcom's $70 per share proposal dramatically undervalues Qualcomm, implying a P/E multiple of approximately 10x based on Qualcomm's expected FY 2019 Non-GAAP EPS of $6.75 to $7.50.  For context, the SOX semiconductor index currently trades at 19x and precedent transactions in the sector have averaged 22x. 

The math is clear – on a near-term value basis alone Broadcom's proposal dramatically undervalues Qualcomm, without even taking into account the substantial longer term upside from 5G.  No matter how you look at it, Broadcom's proposal is not worthy of discussion from a value perspective.

Broadcom's Proposal Comes with Substantial Regulatory Challenges with No Commitments to Resolution

This potential transaction would require clearance from at least a dozen antitrust regulators throughout the world, including the U.S., EU, China, Korea, Japan and others, as well as from national security agencies.  Regulatory review would likely take at least 18 months to complete, if ever, and would likely require meaningful divestitures, ongoing restrictions on the combined entity's conduct, potentially contradictory and irreconcilable demands from regulators, and the transaction could be blocked outright.

Simply put, Broadcom is asking Qualcomm stockholders to assume tremendous risk and forgo significant potential value for the sole benefit of Broadcom stockholders.  Broadcom is trying to force Qualcomm stockholders to make a decision before Qualcomm's substantial 5G and other value opportunities are realized, while the stock is temporarily disrupted by Apple's litigation.  Broadcom has compiled a board slate of nominees, a majority of whom are friends of Silver Lake, rather than truly independent nominees or nominees with large cap tech board expertise.  Broadcom also has done nothing to address its proposal's substantial regulatory risk.  Why is Broadcom now launching a proxy fight to replace Qualcomm's Board when its proposed transaction has no clear path to completion?

VOTE THE WHITE PROXY CARD TODAY AND DISCARD THE BLUE PROXY CARD IN ORDER TO BLOCK BROADCOM'S DRAMATICALLY UNDERVALUED PROPOSAL

We strongly urge you to vote to re-elect Qualcomm's entire slate of 11 highly qualified and experienced nominees.  Your vote is very important, no matter how many shares you own.  Support your Board by voting the WHITE proxy card TODAY.  Please follow the instructions on the enclosed WHITE proxy card to vote by Internet, telephone or sign, date and return the enclosed WHITE proxy card in the postage-paid envelope provided.  Do not return any Blue proxy card you may receive from Broadcom. 

We want to thank you for your continued support and we look forward to continuing our engagement with you as we work to deliver substantial additional stockholder value in the years ahead.

The Board of Directors of Qualcomm

If you have questions, or need assistance in voting your shares, please contact: