##### Table of Contents





UNITED
    STATES
 SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
    FORM 10-Q
     (Mark One)þ

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the
    quarterly period ended June 30, 2009ORo

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the transition period from
    
    to   Commission File
    Number: 0-29752
  Leap Wireless International,
    Inc.
 (Exact name of registrant as
    specified in its charter)
  Delaware(State or other jurisdiction of
    incorporation or organization)

33-0811062(I.R.S. Employer
    Identification No.)10307 Pacific Center Court, San Diego, CA(Address of principal executive
    offices)

92121(Zip Code)   (858) 882-6000
 (Registrants telephone
    number, including area code)
  Not Applicable
 (Former name, former address and
    former fiscal year, if changed since last report)
  þ o
  Regulation S-T o o
  12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o   Rule 12b-2 o þ
  þ o




---



##### 





LEAP
    WIRELESS INTERNATIONAL, INC.
  QUARTERLY
    REPORT ON
    FORM 10-Q
    For the Quarter Ended June 30, 2009
    TABLE OF CONTENTS
   
 PagePART I  FINANCIAL
    INFORMATIONItem 1.


Financial Statements

1Item 2.


Managements Discussion and Analysis of
    Financial Condition and Results of Operations

38Item 3.


Quantitative and Qualitative Disclosures About
    Market Risk

63Item 4.


Controls and Procedures

63Item 4T.


Controls and Procedures

64PART II  OTHER
    INFORMATIONItem 1.


Legal Proceedings

65Item 1A.


Risk Factors

68Item 2.


Unregistered Sales of Equity Securities and Use
    of Proceeds

88Item 3.


Defaults Upon Senior Securities

88Item 4.


Submission of Matters to a Vote of Security
    Holders

89Item 5.


Other Information

89Item 6.


Exhibits

90EX-31.1EX-31.2EX-32




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##### Table of Contents



PART I



FINANCIAL
    INFORMATION Item 1. Financial
    Statements.  LEAP
    WIRELESS INTERNATIONAL, INC.
    CONDENSED CONSOLIDATED BALANCE SHEETS(In thousands, except share amounts)
   June 30,


December 31,2009


2008(Unaudited)AssetsCash and cash equivalents

$
329,725


$
357,708Short-term investments


384,035



238,143Restricted cash, cash equivalents and short-term investments


3,248



4,780Inventories


77,442



100,170Deferred charges


32,507



26,123Other current assets


63,774



51,948Total current assets


890,731



778,872Property and equipment, net


2,061,607



1,842,718Wireless licenses


1,919,595



1,841,798Assets held for sale


1,987



45,569Goodwill


430,101



430,101Intangible assets, net


27,040



29,854Other assets


98,034



83,945Total assets

$
5,429,095


$
5,052,857Liabilities and Stockholders EquityAccounts payable and accrued liabilities

$
306,911


$
325,294Current maturities of long-term debt


6,000



13,000Other current liabilities


175,105



162,002Total current liabilities


488,016



500,296Long-term debt


2,754,253



2,566,025Deferred tax liabilities


232,013



217,631Other long-term liabilities


82,840



84,350Total liabilities


3,557,122



3,368,302Redeemable noncontrolling interests


77,811



71,879Commitments and contingencies (Note 10)Stockholders equity:Preferred stock  authorized 10,000,000 shares,
    $.0001 par value; no shares issued and outstanding






Common stock  authorized 160,000,000 shares,
    $.0001 par value; 77,407,828 and 69,515,526 shares
    issued and outstanding at June 30, 2009 and
    December 31, 2008, respectively


8



7Additional paid-in capital


2,117,341



1,835,468Accumulated deficit


(323,992
)


(216,877
)Accumulated other comprehensive income (loss)


805



(5,922
)Total stockholders equity


1,794,162



1,612,676Total liabilities and stockholders equity

$
5,429,095


$
5,052,857    1




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##### Table of Contents



LEAP
    WIRELESS INTERNATIONAL, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS(Unaudited and in thousands, except per share
    data)
  Three Months Ended


Six Months EndedJune 30,


June 30,2009


2008


2009


2008Revenues:Service revenues

$
541,585


$
417,143


$
1,055,590


$
816,072Equipment revenues


55,823



57,715



128,805



127,170Total revenues


597,408



474,858



1,184,395



943,242Operating expenses:Cost of service (exclusive of items shown separately below)


154,567



118,857



298,911



230,027Cost of equipment


127,775



105,127



285,571



219,348Selling and marketing


96,688



74,276



200,211



132,376General and administrative


90,938



77,233



187,115



153,140Depreciation and amortization


99,621



86,167



189,354



168,806Total operating expenses


569,589



461,660



1,161,162



903,697Gain (loss) on sale or disposal of assets


(1,554
)


1,252



2,027



961Operating income


26,265



14,450



25,260



40,506Equity in net income (loss) of investee


515



(295
)


1,994



(1,357
)Interest income


642



2,586



1,587



7,367Interest expense


(49,060
)


(30,401
)


(90,911
)


(63,758
)Other expense, net


(46
)


(307
)


(109
)


(4,343
)Loss on extinguishment of debt


(26,310
)






(26,310
)


Loss before income taxes


(47,994
)


(13,967
)


(88,489
)


(21,585
)Income tax expense


(13,189
)


(10,679
)


(20,054
)


(19,957
)Net loss


(61,183
)


(24,646
)


(108,543
)


(41,542
)Accretion of redeemable noncontrolling interests, net of tax


(1,568
)


(1,910
)


(4,504
)


(3,833
)Net loss attributable to common stockholders

$
(62,751
)

$
(26,556
)

$
(113,047
)

$
(45,375
)Loss per share attributable to common stockholders:Basic

$
(0.89
)

$
(0.39
)

$
(1.63
)

$
(0.67
)Diluted

$
(0.89
)

$
(0.39
)

$
(1.63
)

$
(0.67
)Shares used in per share calculations:Basic


70,540



67,991



69,371



67,963Diluted


70,540



67,991



69,371



67,963    2




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##### Table of Contents



LEAP
    WIRELESS INTERNATIONAL, INC.
    CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(Unaudited and in thousands)
  Six Months EndedJune 30,2009


2008Operating activities:Net cash provided by operating activities

$
143,764


$
181,590Investing activities:Acquisition of a business, net of cash acquired






(31,322
)Purchases of property and equipment


(425,926
)


(338,287
)Change in prepayments for purchases of property and equipment


(830
)


(5,644
)Purchases of and deposits for wireless licenses and spectrum
    clearing costs


(31,945
)


(72,713
)Return of deposit for wireless licenses






70,000Proceeds from sale of wireless licenses and operating assets


2,965



Purchases of investments


(436,051
)


(297,784
)Sales and maturities of investments


290,599



186,446Purchase of membership units of equity method investment






(1,033
)Change in restricted cash


706



(1,309
)Net cash used in investing activities


(600,482
)


(491,646
)Financing activities:Proceeds from issuance of long-term debt


1,057,474



535,750Repayment of long-term debt


(879,904
)


(5,000
)Payment of debt issuance costs


(14,100
)


(6,443
)Proceeds from issuance of common stock, net


265,923



6,546Other


(658
)


(7,969
)Net cash provided by financing activities


428,735



522,884Net increase (decrease) in cash and cash equivalents


(27,983
)


212,828Cash and cash equivalents at beginning of period


357,708



433,337Cash and cash equivalents at end of period

$
329,725


$
646,165Supplementary disclosure of cash flow information:Cash paid for interest

$
111,133


$
89,568Cash paid for income taxes

$
2,482


$
1,906    3




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##### Table of Contents



LEAP
    WIRELESS INTERNATIONAL, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)
  Note 1.
    The
    Company  ®
  Note 2.
    Basis of
    Presentation and Significant Accounting Policies  Basis
    of Presentation
  Form 10-Q Form 10-K
  No. D-98,
   4




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##### Table of Contents



Principles
    of Consolidation
    Subsequent
    Events
    Segment
    and Geographic Data
  tm
  Revenues
  month-to-month
  No. 00-21, (EITF 00-21), EITF 00-21, EITF 00-21
   5




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##### Table of Contents



and/or
    E-911
  Fair
    Value of Financial Instruments
      Property
    and Equipment
   6




---



##### Table of Contents



DepreciableLifeNetwork equipment:Switches


10Switch power equipment


15Cell site equipment and site improvements


7Towers


15Antennae


5Computer hardware and software


3-5Furniture, fixtures, retail and office equipment


3-7   construction-in-progress construction-in-progress construction-in-progress
  No. 98-1, (SOP 98-1),
  Wireless
    Licenses
   7




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##### Table of Contents



and/or
  Goodwill
    and Other Intangible Assets
    Impairment
    of Indefinite-Lived Intangible Assets
    Wireless
    Licenses
     8




---



##### Table of Contents




    whether there had been a significant decrease in the market
    price of its wireless licenses based on recent market
    transactions, including its recent spectrum purchases, exchanges
    and contributions,
    whether there had been a significant adverse change in the
    extent or manner in which its wireless licenses were being used,
    whether there had been a significant adverse change in legal
    factors or in the business climate that could affect the value
    of its wireless licenses,
    whether there had been an accumulation of costs in excess of the
    amount originally expected for the acquisition or construction
    of its wireless licenses and networks, and
    whether there had been plans to sell or otherwise dispose of its
    wireless licenses at amounts less than their respective carrying
    values.    Goodwill
    Derivative
    Instruments and Hedging Activities
       9




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##### Table of Contents



Investments
    in Other Entities
    other-than-temporary other-than-temporary,
  Concentrations
      Share-Based
    Compensation
   10




---



##### Table of Contents



Three Months


Six MonthsEnded June 30,


Ended June 30,2009


2008


2009


2008Cost of service

$
801


$
614


$
1,645


$
1,517Selling and marketing expense


1,466



1,179



3,049



2,534General and administrative expense


8,140



5,541



17,368



12,985Share-based compensation expense

$
10,407


$
7,334


$
22,062


$
17,036Share-based compensation expense per share:Basic

$
0.15


$
0.11


$
0.32


$
0.25Diluted

$
0.15


$
0.11


$
0.32


$
0.25   Income
    Taxes
  year-to-date
     11




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##### Table of Contents



Comprehensive
    Loss
    Three Months


Six MonthsEnded June 30,


Ended June 30,2009


2008


2009


2008Net loss

$
(61,183
)

$
(24,646
)

$
(108,543
)

$
(41,542
)Other comprehensive loss:Net unrealized holding gains on investments, net of tax


604



715



608



806Unrealized gains (losses) on interest rate swaps






5,642







(1,250
)Reclassification of (gains) losses included in earnings,
    including tax effect


5,324







6,119



Comprehensive loss

$
(55,255
)

$
(18,289
)

$
(101,816
)

$
(41,986
)     June 30,


December 31,2009


2008Net unrealized holding gains on investments, net of tax

$
805


$
197Unrealized losses on interest rate swaps, net of tax and swaplet
    amortization






(6,119
)Accumulated other comprehensive income (loss)

$
805


$
(5,922
)   Recent
    Accounting Pronouncements
  No. SFAS 157-4, SFAS 157-4), No. SFAS 115-2 SFAS 124-2, Other-Than-Temporary SFAS 115-2 SFAS 124-2) No. SFAS 107-1 28-1, SFAS 107-1 28-1). SFAS 157-4 SFAS 157-4 SFAS 157-4 SFAS 115-2 SFAS 124-2 other-than-temporarily
 12




---



##### Table of Contents



other-than-temporarily SFAS 115-2 SFAS 124-2 SFAS 107-1 28-1 SFAS 107-1 28-1
    tm
  Note 3.
    Supplementary
    Balance Sheet Information (in thousands):  June 30,


December 31,2009


2008Other current assets:Accounts receivable, net(1)

$
28,027


$
31,177Prepaid expenses


34,121



19,367Other


1,626



1,404$
63,774


$
51,948Property and equipment, net(2):Network equipment

$
2,529,552


$
1,911,173Computer hardware and software


212,821



203,720Construction-in-progress


287,865



574,773Other


84,255



60,9723,114,493



2,750,638Accumulated depreciation


(1,052,886
)


(907,920
)$
2,061,607


$
1,842,718Intangible assets, net:Customer relationships

$
7,347


$
7,347Trademarks


37,000



37,00044,347



44,347Accumulated amortization customer relationships


(4,313
)


(2,820
)Accumulated amortization trademarks


(12,994
)


(11,673
)$
27,040


$
29,854 13




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##### Table of Contents



June 30,


December 31,2009


2008Accounts payable and accrued liabilities:Trade accounts payable

$
149,932


$
201,843Accrued payroll and related benefits


58,073



50,462Other accrued liabilities


98,906



72,989$
306,911


$
325,294Other current liabilities:Deferred service revenue(3)

$
72,347


$
62,998Deferred equipment revenue(4)


25,236



20,614Accrued sales, telecommunications, property and other taxes
    payable


27,305



32,799Accrued interest


43,354



38,500Other


6,863



7,091$
175,105


$
162,002     (1)
    
    Accounts receivable, net consists primarily of amounts billed to
    third-party dealers for handsets and accessories net of an
    allowance for doubtful accounts.(2)
    
    As of June 30, 2009 and December 31, 2008,
    approximately $8.7 million of assets were held by the
    Company under capital lease arrangements. Accumulated
    amortization relating to these assets totaled $3.6 million
    and $3.2 million as of June 30, 2009 and
    December 31, 2008, respectively.(3)
    
    Deferred service revenue consists primarily of cash received
    from customers in advance of their service period.(4)
    
    Deferred equipment revenue relates to handsets sold to
    third-party dealers.  Note 4.
    Basic and
    Diluted Earnings (Loss) Per Share      Note 5.
    Fair
    Value of Financial Instruments    Level 1
    Quoted prices in active markets for identical assets or
    liabilities. The Company did not have any Level 1 assets or
    liabilities as of June 30, 2009 or December 31, 2008. 14




---



##### Table of Contents



Level 2
    Observable inputs other than Level 1 prices, such as quoted
    prices for similar assets or liabilities, quoted prices in
    markets that are not active or other inputs that are observable
    or can be corroborated by observable market data for
    substantially the full term of the assets or liabilities. The
    Companys Level 2 assets and liabilities as of
    June 30, 2009 and December 31, 2008 included its cash
    equivalents, its short-term investments in obligations of the
    U.S. government and government agencies, a majority of its
    short-term investments in commercial paper and, as of
    December 31, 2008, its interest rate swaps.Level 3
    Unobservable inputs that are supported by little or no market
    activity and that are significant to the fair value of the
    assets or liabilities. Such assets and liabilities may have
    values determined using pricing models, discounted cash flow
    methodologies, or similar techniques, and include instruments
    for which the determination of fair value requires significant
    management judgment or estimation. The Companys
    Level 3 asset as of June 30, 2009 and
    December 31, 2008 comprised its short-term investment in
    asset-backed commercial paper.    At Fair Value as of June 30, 2009Level 1


Level 2


Level 3


TotalAssets:Cash equivalents

$



$
132,665


$



$
132,665Short-term investments






381,485



2,550



384,035Total

$



$
514,150


$
2,550


$
516,700   At Fair Value as of December 31, 2008Level 1


Level 2


Level 3


TotalAssets:Cash equivalents

$



$
175,280


$



$
175,280Short-term investments






236,893



1,250



238,143Total

$



$
412,173


$
1,250


$
413,423Liabilities:Interest rate swaps

$



$
(11,045
)

$



$
(11,045
)Total

$



$
(11,045
)

$



$
(11,045
)    15




---



##### Table of Contents



Three Months


Six MonthsEnded June 30,


Ended June 30,2009


2008


2009


2008Beginning balance

$
1,500


$
11,875


$
1,250


$
16,200Total losses (realized/unrealized):Included in net loss

$



$
(600
)

$



$
(4,925
)Included in comprehensive loss


1,050



933



1,300



933Settlements






(2,275
)






(2,275
)Transfers in (out) of Level 3














Ending balance

$
2,550


$
9,933


$
2,550


$
9,933     Cash
    Equivalents and Short-Term Investments
  available-for-sale.
  Interest
    Rate Swaps
      Long-Term
    Debt
   16




---



##### Table of Contents



Note 6.
    Long-Term
    Debt    June 30,


December 31,2009


2008Term loans under senior secured credit facilities

$
36,096


$
916,000Unamortized deferred lender fees






(4,527
)Unsecured senior notes due 2014 and 2015


1,400,000



1,400,000Unamortized premium on $350 million unsecured senior notes
    due 2014


16,357



17,552Senior secured notes due 2016


1,100,000



Unamortized discount on $1,100 million senior secured notes
    due 2016


(42,200
)


Convertible senior notes due 2014


250,000



250,0002,760,253



2,579,025Current maturities of long-term debt


(6,000
)


(13,000
)$
2,754,253


$
2,566,025   Senior
    Secured Credit Facilities
  Cricket
    Communications
    LCW
    Operations
   17




---



##### Table of Contents



Senior
    Notes
  Unsecured
    Senior Notes Due 2014
          Convertible
    Senior Notes Due 2014
   18




---



##### Table of Contents



Unsecured
    Senior Notes Due 2015
   19




---



##### Table of Contents



Senior
    Secured Notes Due 2016
     20




---



##### Table of Contents



pari passu
         21




---



##### Table of Contents



90-day 90-day
  Note 7.
    Significant
    Acquisitions and Dispositions      Note 8.
    Common
    Stock Offering    Note 9.
    Arrangements
    with Variable Interest Entities    mark-to-market)
 22




---



##### Table of Contents



Arrangements
    with LCW Wireless
    Limited
    Liability Company Agreement
  30-day
    Management
    Agreement
  mark-up
  Other
    Arrangements
    with Denali
   23




---



##### Table of Contents



Limited
    Liability Company Agreement
    Senior
    Secured Credit Agreement
  sub-facility sub-facility sub-facility sub-facility.
  Management
    Agreement
    Values
    of Redeemable Noncontrolling Interests
    Six MonthsEnded June 30,2009


2008Beginning balance, January 1

$
71,879


$
61,868Accretion of redeemable noncontrolling interests, before tax


5,932



4,580Ending balance, June 30

$
77,811


$
66,448   Note 10.
    Commitments
    and Contingencies     24




---



##### Table of Contents



and/or
  Patent
    Litigation
  Freedom
    Wireless
  ® tm
  Electronic
    Data Systems
    DNT
  and/or
  Digital
    Technology Licensing
  and/or ® and/or and/or
 25




---



##### Table of Contents



On The
    Go
    American
    Wireless Group
  and/or
  and/or
   26




---



##### Table of Contents



Securities
    and Derivative Litigation
  and/or
  Rule 10b-5, class-wide
  and/or
  Department
    of Justice Inquiry
   27




---



##### Table of Contents



Other
    Litigation
    Indemnification
    Agreements
    Spectrum
    Clearing Obligations
  and/or
  System
    Equipment Purchase Agreements
  and/or
  Tower
    Provider Commitments
   28




---



##### Table of Contents



Outstanding
    Letters of Credit and Surety Bonds
      Note 11.
    Guarantor
    Financial Information       29




---



##### Table of Contents



Condensed
    Consolidating Balance Sheet as of June 30, 2009 (unaudited
    and in thousands):
  ConsolidatingGuarantor











andParent


Issuing


Guarantor


Non-Guarantor


EliminatingCompany


Subsidiary


Subsidiaries


Subsidiaries


Adjustments


ConsolidatedAssetsCash and cash equivalents

$
95


$
300,354


$



$
29,276


$



$
329,725Short-term investments






381,485







2,550







384,035Restricted cash, cash equivalents and short-term investments


1,613



1,625







10







3,248Inventories






72,738







4,704







77,442Deferred charges






32,507















32,507Other current assets






60,782







3,437



(445
)


63,774Total current assets


1,708



849,491







39,977



(445
)


890,731Property and equipment, net


2



1,787,565







284,811



(10,771
)


2,061,607Investments in and advances to affiliates and consolidated
    subsidiaries


2,052,326



2,189,786



63,472



8,662



(4,314,246
)


Wireless licenses






19,955



1,566,302



333,338







1,919,595Assets held for sale










1,987











1,987Goodwill






430,101















430,101Other intangible assets, net






27,040















27,040Other assets


7,444



88,059







2,531







98,034Total assets

$
2,061,480


$
5,391,997


$
1,631,761


$
669,319


$
(4,325,462
)

$
5,429,095Liabilities and Stockholders EquityAccounts payable and accrued liabilities

$
560


$
297,001


$



$
9,350


$



$
306,911Current maturities of long-term debt














6,000







6,000Intercompany payables


11,650



325,816



7,682



18,932



(364,080
)


Other current liabilities


5,108



156,946







13,497



(446
)


175,105Total current liabilities


17,318



779,763



7,682



47,779



(364,526
)


488,016Long-term debt


250,000



2,474,158







658,152



(628,057
)


2,754,253Deferred tax liabilities






232,013















232,013Other long-term liabilities






75,014







7,826







82,840Total liabilities


267,318



3,560,948



7,682



713,757



(992,583
)


3,557,122Redeemable noncontrolling interests






32,405







45,406







77,811Stockholders equity (deficit)


1,794,162



1,798,644



1,624,079



(89,844
)


(3,332,879
)


1,794,162Total liabilities and stockholders equity

$
2,061,480


$
5,391,997


$
1,631,761


$
669,319


$
(4,325,462
)

$
5,429,095  30




---



##### Table of Contents



Condensed
    Consolidating Balance Sheet as of December 31, 2008 (in
    thousands):
  ConsolidatingGuarantor











andParent


Issuing


Guarantor


Non-Guarantor


EliminatingCompany


Subsidiary


Subsidiaries


Subsidiaries


Adjustments


ConsolidatedAssetsCash and cash equivalents

$
27


$
333,119


$



$
24,562


$



$
357,708Short-term investments






236,893







1,250







238,143Restricted cash, cash equivalents and short-term investments


1,611



3,129







40







4,780Inventories






98,596







1,574







100,170Deferred charges






26,123















26,123Other current assets


83



50,915







2,062



(1,112
)


51,948Total current assets


1,721



748,775







29,488



(1,112
)


778,872Property and equipment, net


2



1,594,502







256,370



(8,156
)


1,842,718Investments in and advances to affiliates and consolidated
    subsidiaries


1,866,196



2,065,102



19,133



9,227



(3,959,658
)


Wireless licenses






19,957



1,489,564



332,277







1,841,798Assets held for sale










45,569











45,569Goodwill






430,101















430,101Other intangible assets, net






29,854















29,854Other assets


8,043



72,434







3,468







83,945Total assets

$
1,875,962


$
4,960,725


$
1,554,266


$
630,830


$
(3,968,926
)

$
5,052,857Liabilities and Stockholders EquityAccounts payable and accrued liabilities

$
20


$
297,461


$



$
27,813


$



$
325,294Current maturities of long-term debt






9,000







4,000







13,000Intercompany payables


9,615



277,327



7,440



23,687



(318,069
)


Other current liabilities


3,651



153,081







6,382



(1,112
)


162,002Total current liabilities


13,286



736,869



7,440



61,882



(319,181
)


500,296Long-term debt


250,000



2,281,525







524,007



(489,507
)


2,566,025Deferred tax liabilities






217,631















217,631Other long-term liabilities






78,861







5,489







84,350Total liabilities


263,286



3,314,886



7,440



591,378



(808,688
)


3,368,302Redeemable noncontrolling interests






28,610







43,269







71,879Stockholders equity (deficit)


1,612,676



1,617,229



1,546,826



(3,817
)


(3,160,238
)


1,612,676Total liabilities and stockholders equity

$
1,875,962


$
4,960,725


$
1,554,266


$
630,830


$
(3,968,926
)

$
5,052,857  31




---



##### Table of Contents



Condensed
    Consolidating Statement of Operations for the Three Months Ended
    June 30, 2009 (unaudited and in thousands):
  ConsolidatingGuarantor











andParent


Issuing


Guarantor


Non-Guarantor


EliminatingCompany


Subsidiary


Subsidiaries


Subsidiaries


Adjustments


ConsolidatedRevenues:Service revenues

$



$
508,552


$



$
33,023


$
10


$
541,585Equipment revenues






50,650







5,173







55,823Other revenues






1,770



22,485



333



(24,588
)


Total revenues






560,972



22,485



38,529



(24,578
)


597,408Operating expenses:Cost of service (exclusive of items shown separately below)






159,259







18,121



(22,813
)


154,567Cost of equipment






106,846







20,929







127,775Selling and marketing






82,832







13,856







96,688General and administrative


841



80,706



38



11,118



(1,765
)


90,938Depreciation and amortization






88,204







11,417







99,621Total operating expenses


841



517,847



38



75,441



(24,578
)


569,589Loss on sale or disposal of assets






(1,449
)






(105
)






(1,554
)Operating income (loss)


(841
)


41,676



22,447



(37,017
)






26,265Equity in net loss of consolidated subsidiaries


(64,882
)


(37,198
)










102,080



Equity in net income of investee






515















515Interest income


6,063



21,014







399



(26,834
)


642Interest expense


(3,091
)


(50,858
)






(21,945
)


26,834



(49,060
)Other expense, net






(46
)














(46
)Loss on extinguishment of debt






(26,310
)














(26,310
)Income (loss) before income taxes


(62,751
)


(51,207
)


22,447



(58,563
)


102,080



(47,994
)Income tax expense






(13,189
)














(13,189
)Net income (loss)


(62,751
)


(64,396
)


22,447



(58,563
)


102,080



(61,183
)Accretion of redeemable noncontrolling interests, net of tax






(486
)






(1,082
)






(1,568
)Net income (loss) attributable to common stockholders

$
(62,751
)

$
(64,882
)

$
22,447


$
(59,645
)

$
102,080


$
(62,751
)  32




---



##### Table of Contents



Condensed
    Consolidating Statement of Operations for the Six Months Ended
    June 30, 2009
    (unaudited and in thousands):
  ConsolidatingGuarantor











andParent


Issuing


Guarantor


Non-Guarantor


EliminatingCompany


Subsidiary


Subsidiaries


Subsidiaries


Adjustments


ConsolidatedRevenues:Service revenues

$



$
1,006,057


$



$
49,523


$
10


$
1,055,590Equipment revenues






119,770







9,035







128,805Other revenues






2,110



44,339



666



(47,115
)


Total revenues






1,127,937



44,339



59,224



(47,105
)


1,184,395Operating expenses:Cost of service (exclusive of items shown separately below)






325,217







18,597



(44,903
)


298,911Cost of equipment






251,856







33,715







285,571Selling and marketing






182,030







18,181







200,211General and administrative


1,942



168,092



281



19,002



(2,202
)


187,115Depreciation and amortization






170,620







18,734







189,354Total operating expenses


1,942



1,097,815



281



108,229



(47,105
)


1,161,162Gain (loss) on sale or disposal of assets






2,132







(105
)






2,027Operating income (loss)


(1,942
)


32,254



44,058



(49,110
)






25,260Equity in net loss of consolidated subsidiaries


(117,053
)


(43,775
)










160,828



Equity in net income of investee






1,994















1,994Interest income


12,127



40,070







1,725



(52,335
)


1,587Interest expense


(6,179
)


(98,756
)






(36,412
)


50,436



(90,911
)Other expense, net






(109
)














(109
)Loss on extinguishment of debt






(26,310
)














(26,310
)Income (loss) before income taxes


(113,047
)


(94,632
)


44,058



(83,797
)


158,929



(88,489
)Income tax expense






(20,054
)














(20,054
)Net income (loss)


(113,047
)


(114,686
)


44,058



(83,797
)


158,929



(108,543
)Accretion of redeemable noncontrolling interests, net of tax






(2,367
)






(2,137
)






(4,504
)Net income (loss) attributable to common stockholders

$
(113,047
)

$
(117,053
)

$
44,058


$
(85,934
)

$
158,929


$
(113,047
)  33




---



##### Table of Contents



Condensed
    Consolidating Statement of Operations for the Three Months Ended
    June 30, 2008 (unaudited and in thousands):
  ConsolidatingGuarantor











andParent


Issuing


Guarantor


Non-Guarantor


EliminatingCompany


Subsidiary


Subsidiaries


Subsidiaries


Adjustments


ConsolidatedRevenues:Service revenues

$



$
404,639


$



$
12,523


$
(19
)

$
417,143Equipment revenues






56,719







996







57,715Other revenues










17,761







(17,761
)


Total revenues






461,358



17,761



13,519



(17,780
)


474,858Operating expenses:Cost of service (exclusive of items shown separately below)






127,849







8,679



(17,671
)


118,857Cost of equipment






102,825







2,302







105,127Selling and marketing






70,283







3,993







74,276General and administrative


1,422



69,136



212



6,572



(109
)


77,233Depreciation and amortization


8



84,067







2,092







86,167Total operating expenses


1,430



454,160



212



23,638



(17,780
)


461,660Gain (loss) on sale or disposal of assets






(22
)


1,274











1,252Operating income (loss)


(1,430
)


7,176



18,823



(10,119
)






14,450Equity in net loss of consolidated subsidiaries


(25,621
)


(5,284
)










30,905



Equity in net loss of investee






(295
)














(295
)Interest income


409



13,525







58



(11,406
)


2,586Interest expense


(206
)


(35,237
)






(8,411
)


13,453



(30,401
)Other income (expense), net


292



(599
)














(307
)Income (loss) before income taxes


(26,556
)


(20,714
)


18,823



(18,472
)


32,952



(13,967
)Income tax expense






(3,976
)


(6,703
)










(10,679
)Net income (loss)


(26,556
)


(24,690
)


12,120



(18,472
)


32,952



(24,646
)Accretion of redeemable noncontrolling interests, net of tax






(931
)






(979
)






(1,910
)Net income (loss) attributable to common stockholders

$
(26,556
)

$
(25,621
)

$
12,120


$
(19,451
)

$
32,952


$
(26,556
)  34




---



##### Table of Contents



Condensed
    Consolidating Statement of Operations for the Six Months Ended
    June 30, 2008
    (unaudited and in thousands):
  ConsolidatingGuarantor











andParent


Issuing


Guarantor


Non-Guarantor


EliminatingCompany


Subsidiary


Subsidiaries


Subsidiaries


Adjustments


ConsolidatedRevenues:Service revenues

$



$
791,537


$



$
24,554


$
(19
)

$
816,072Equipment revenues






125,069







2,101







127,170Other revenues










34,932







(34,932
)


Total revenues






916,606



34,932



26,655



(34,951
)


943,242Operating expenses:Cost of service (exclusive of items shown separately below)






250,808







13,963



(34,744
)


230,027Cost of equipment






214,236







5,112







219,348Selling and marketing






125,697







6,679







132,376General and administrative


2,821



140,322



459



9,745



(207
)


153,140Depreciation and amortization


19



164,550







4,237







168,806Total operating expenses


2,840



895,613



459



39,736



(34,951
)


903,697Gain (loss) on sale or disposal of assets






(313
)


1,274











961Operating income (loss)


(2,840
)


20,680



35,747



(13,081
)






40,506Equity in net loss of consolidated subsidiaries


(43,112
)


(7,120
)










50,232



Equity in net loss of investee






(1,357
)














(1,357
)Interest income


416



27,768







1,156



(21,973
)


7,367Interest expense


(206
)


(69,686
)






(16,561
)


22,695



(63,758
)Other income (expense), net


367



(4,710
)














(4,343
)Income (loss) before income taxes


(45,375
)


(34,425
)


35,747



(28,486
)


50,954



(21,585
)Income tax expense






(6,788
)


(13,169
)










(19,957
)Net income (loss)


(45,375
)


(41,213
)


22,578



(28,486
)


50,954



(41,542
)Accretion of redeemable noncontrolling interests, net of tax






(1,899
)






(1,934
)






(3,833
)Net income (loss) attributable to common stockholders

$
(45,375
)

$
(43,112
)

$
22,578


$
(30,420
)

$
50,954


$
(45,375
)  35




---



##### Table of Contents



Condensed
    Consolidating Statement of Cash Flows for the Six Months Ended
    June 30, 2009
    (unaudited and in thousands):
  ConsolidatingGuarantor











andParent


Issuing


Guarantor


Non-Guarantor


EliminatingCompany


Subsidiary


Subsidiaries


Subsidiaries


Adjustments


ConsolidatedOperating activities:Net cash provided by (used in) operating activities

$
68


$
195,719


$



$
(51,946
)

$
(77
)

$
143,764Investing activities:Purchases of and changes in prepayments for property and
    equipment






(386,843
)






(39,913
)






(426,756
)Purchases of and deposits for wireless licenses and spectrum
    clearing costs






(30,969
)






(976
)






(31,945
)Proceeds from the sale of wireless licenses






2,965















2,965Purchases of investments






(436,051
)














(436,051
)Sales and maturities of investments






290,599















290,599Investments in and advances to affiliates and consolidated
    subsidiaries


(265,923
)














265,923



Purchase of membership units of equity method investment






















Change in restricted cash






676







30







706Net cash used in investing activities


(265,923
)


(559,623
)






(40,859
)


265,923



(600,482
)Financing activities:Issuance of long-term debt






1,057,474







100,000



(100,000
)


1,057,474Issuance of related party debt






(100,000
)










100,000



Repayment of long-term debt






(877,500
)






(2,404
)






(879,904
)Payment of debt issuance costs






(14,100
)














(14,100
)Capital contributions, net


265,923



265,923











(265,923
)


265,923Noncontrolling interests distribution














(77
)


77



Other






(658
)














(658
)Net cash provided by financing activities


265,923



331,139







97,519



(265,846
)


428,735Net increase (decrease) in cash and cash equivalents


68



(32,765
)






4,714







(27,983
)Cash and cash equivalents at beginning of period


27



333,119







24,562







357,708Cash and cash equivalents at end of period

$
95


$
300,354


$



$
29,276


$



$
329,725  36




---



##### Table of Contents



Condensed
    Consolidating Statement of Cash Flows for the Six Months Ended
    June 30, 2008
    (unaudited and in thousands):
  ConsolidatingGuarantor











andParent


Issuing


Guarantor


Non-Guarantor


EliminatingCompany


Subsidiary


Subsidiaries


Subsidiaries


Adjustments


ConsolidatedOperating activities:Net cash provided by operating activities

$
1,007


$
164,860


$



$
15,723


$



$
181,590Investing activities:Acquisition of a business, net of cash acquired






(31,322
)














(31,322
)Purchases of and changes in prepayments for property and
    equipment






(265,403
)






(78,528
)






(343,931
)Purchases of and deposits for wireless licenses and spectrum
    clearing costs






(72,660
)






(53
)






(72,713
)Return of deposit for wireless licenses






70,000















70,000Purchases of investments






(297,784
)














(297,784
)Sales and maturities of investments






184,729







1,717







186,446Investments in and advances to affiliates and consolidated
    subsidiaries


(6,546
)














6,546



Purchase of membership units of equity method investment






(1,033
)














(1,033
)Change in restricted cash






(1,654
)






345







(1,309
)Net cash used in investing activities


(6,546
)


(415,127
)






(76,519
)


6,546



(491,646
)Financing activities:Issuance of long-term debt


242,500



535,750







62,634



(305,134
)


535,750Issuance of related party debt


(242,500
)


(62,634
)










305,134



Repayment of long-term debt






(4,500
)






(500
)






(5,000
)Payment of debt issuance costs


(1,049
)


(5,394
)














(6,443
)Capital contributions, net


6,546



6,546











(6,546
)


6,546Other






(7,969
)














(7,969
)Net cash provided by financing activities


5,497



461,799







62,134



(6,546
)


522,884Net increase (decrease) in cash and cash equivalents


(42
)


211,532







1,338







212,828Cash and cash equivalents at beginning of period


62



399,153







34,122







433,337Cash and cash equivalents at end of period

$
20


$
610,685


$



$
35,460


$



$
646,165  37




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.    Form 10-K
  Cautionary
    Statement Regarding Forward-Looking Statements
    
    our ability to attract and retain customers in an extremely
    competitive marketplace;
    the duration and severity of the current recession in the United
    States and changes in economic conditions, including interest
    rates, consumer credit conditions, consumer debt levels,
    consumer confidence, unemployment rates, energy costs and other
    macro-economic factors that could adversely affect demand for
    the services we provide;
    the impact of competitors initiatives;
    our ability to successfully implement product offerings and
    execute effectively on our other strategic activities;
    our ability to obtain roaming services from other carriers at
    cost-effective rates;
    our ability to maintain effective internal control over
    financial reporting;
    delays by existing U.S. government and other private sector
    wireless operations in clearing the Advanced Wireless Services,
    or AWS, spectrum, some of which users are permitted to continue
    using the spectrum for several years;
    our ability to attract, motivate and retain an experienced
    workforce;
    our ability to comply with the covenants in any credit
    agreement, indenture or similar instrument governing any of our
    existing or future indebtedness;
    failure of our network or information technology systems to
    perform according to expectations; and
    other factors detailed in Part II 
    Item 1A. Risk Factors below.   38




---



##### Table of Contents



Overview
  Company
    Overview
  ®
      tm tm
   39




---



##### Table of Contents



40




---



##### Table of Contents



end-of-period
        Critical
    Accounting Policies and Estimates
     41




---



##### Table of Contents



Wireless
    Licenses
    and/or
  Goodwill
    and Other Intangible Assets
    Impairment
    of Indefinite-Lived Intangible Assets
   42




---



##### Table of Contents



Wireless
    Licenses
           43




---



##### Table of Contents




    whether there had been a significant decrease in the market
    price of our wireless licenses based on recent market
    transactions, including our recent spectrum purchases, exchanges
    and contributions,
    whether there had been a significant adverse change in the
    extent or manner in which our wireless licenses were being used,
    whether there had been a significant adverse change in legal
    factors or in the business climate that could affect the value
    of our wireless licenses,
    whether there had been an accumulation of costs in excess of the
    amount originally expected for the acquisition or construction
    of our wireless licenses and networks, and
    whether there had been plans to sell or otherwise dispose of our
    wireless licenses at amounts less than their respective carrying
    values.    Goodwill
    Results
    of Operations
  Operating
    Items
    Three Months Ended June 30,% of 2009





% of 2008


Change fromService





Service


Prior Year2009


Revenues


2008


Revenues


Dollars


PercentRevenues:Service revenues

$
541,585






$
417,143






$
124,442



29.8
%Equipment revenues


55,823







57,715







(1,892
)


(3.3
)%Total revenues


597,408







474,858







122,550



25.8
%Operating expenses:Cost of service


154,567



28.5
%


118,857



28.5
%


35,710



30.0
%Cost of equipment


127,775



23.6
%


105,127



25.2
%


22,648



21.5
%Selling and marketing


96,688



17.9
%


74,276



17.8
%


22,412



30.2
%General and administrative


90,938



16.8
%


77,233



18.5
%


13,705



17.7
%Depreciation and amortization


99,621



18.4
%


86,167



20.7
%


13,454



15.6
%Total operating expenses


569,589



105.2
%


461,660



110.7
%


107,929



23.4
%Gain (loss) on sale or disposal of assets


(1,554
)


(0.3
)%


1,252



0.3
%


(2,806
)


(224.1
)%Operating income

$
26,265



4.8
%

$
14,450



3.5
%

$
11,815



81.8
%   44




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##### Table of Contents



Six Months Ended June 30,% of 2009





% of 2008


Change fromService





Service


Prior Year2009


Revenues


2008


Revenues


Dollars


PercentRevenues:Service revenues

$
1,055,590






$
816,072






$
239,518



29.4
%Equipment revenues


128,805







127,170







1,635



1.3
%Total revenues


1,184,395







943,242







241,153



25.6
%Operating expenses:Cost of service


298,911



28.3
%


230,027



28.2
%


68,884



29.9
%Cost of equipment


285,571



27.1
%


219,348



26.9
%


66,223



30.2
%Selling and marketing


200,211



19.0
%


132,376



16.2
%


67,835



51.2
%General and administrative


187,115



17.7
%


153,140



18.8
%


33,975



22.2
%Depreciation and amortization


189,354



17.9
%


168,806



20.7
%


20,548



12.2
%Total operating expenses


1,161,162



110.0
%


903,697



110.7
%


257,465



28.5
%Gain on sale or disposal of assets


2,027



0.2
%


961



0.1
%


1,066



110.9
%Operating income

$
25,260



2.4
%

$
40,506



5.0
%

$
(15,246
)


(37.6
)%     ChangeFor the Three Months Ended June 30(1):

2009


2008


Amount


PercentGross customer additions


790,933



542,005



248,928



45.9
%Net customer additions


202,767



171,171



31,596



18.5
%Weighted-average number of customers


4,432,381



3,162,028



1,270,353



40.2
%   ChangeFor the Six Months Ended June 30(1):

2009


2008


Amount


PercentGross customer additions


1,680,844



1,092,525



588,319



53.8
%Net customer additions


695,520



401,233



294,287



73.3
%Weighted-average number of customers


4,245,621



3,059,252



1,186,369



38.8
%As of June 30:Total customers


4,540,180



3,305,251



1,234,929



37.4
%     (1)
    
    We recognize a gross customer addition for each Cricket
    Wireless, Cricket Broadband and Cricket PAYGo line of service
    activated by a customer.  Three
    and Six Months Ended June 30, 2009 Compared to Three and
    Six Months Ended June 30, 2008
  Service
    Revenues
     45




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##### Table of Contents



Equipment
    Revenues
      Cost of
    Service
      Cost of
    Equipment
      Selling
    and Marketing Expenses
   46




---



##### Table of Contents



General
    and Administrative Expenses
      Depreciation
    and Amortization
    Gain
    (Loss) on Sale or Disposal of Assets
      Non-Operating
    Items
    Three Months Ended June 30,2009


2008


ChangeEquity in net income (loss) of investee

$
515


$
(295
)

$
810Interest income


642



2,586



(1,944
)Interest expense


(49,060
)


(30,401
)


(18,659
)Other expense, net


(46
)


(307
)


261Loss on extinguishment of debt


(26,310
)






(26,310
)Income tax expense


(13,189
)


(10,679
)


(2,510
)   47




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##### Table of Contents



Six Months Ended June 30,2009


2008


ChangeEquity in net income (loss) of investee

$
1,994


$
(1,357
)

$
3,351Interest income


1,587



7,367



(5,780
)Interest expense


(90,911
)


(63,758
)


(27,153
)Other expense, net


(109
)


(4,343
)


4,234Loss on extinguishment of debt


(26,310
)






(26,310
)Income tax expense


(20,054
)


(19,957
)


(97
)   Three
    and Six Months Ended June 30, 2009 Compared to Three and
    Six Months Ended June 30, 2008
  Equity in
    Net Income (Loss) of Investee
    Interest
    Income
      Interest
    Expense
     48




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##### Table of Contents



Loss on
    Extinguishment of Debt
    Income
    Tax Expense
  year-to-date
       49




---



##### Table of Contents



Subscriber
    Recognition and Disconnect Policies
  Pay-in-advance
    Performance
    Measures
  Regulation S-K
 50




---



##### Table of Contents



pay-in-advance
 51




---



##### Table of Contents



Three Months EndedJune 30,2009


2008ARPU

$
40.73


$
43.97CPGA

$
201


$
205CCU

$
18.42


$
21.01Churn


4.4
%


3.8
%   Reconciliation
    of Non-GAAP Financial Measures
  Regulation S-K
    Three Months Ended June 30,2009


2008Selling and marketing expense

$
96,688


$
74,276Less share-based compensation expense included in selling and
    marketing expense


(1,466
)


(1,179
)Plus cost of equipment


127,775



105,127Less equipment revenue


(55,823
)


(57,715
)Less net loss on equipment transactions unrelated to initial
    customer acquisition


(8,392
)


(9,389
)Total costs used in the calculation of CPGA

$
158,782


$
111,120Gross customer additions


790,933



542,005CPGA

$
201


$
205  52




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##### Table of Contents



Three Months EndedJune 30,2009


2008Cost of service

$
154,567


$
118,857Plus general and administrative expense


90,938



77,233Less share-based compensation expense included in cost of
    service and general and administrative expense


(8,941
)


(6,155
)Plus net loss on equipment transactions unrelated to initial
    customer acquisition


8,392



9,389Total costs used in the calculation of CCU

$
244,956


$
199,324Weighted-average number of customers


4,432,381



3,162,028CCU

$
18.42


$
21.01   Liquidity
    and Capital Resources
  Overview
      slower-than-anticipated
 53




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54




---



##### Table of Contents



Cash
    Flows
  Operating
    Activities
    Investing
    Activities
    
    During the six months ended June 30, 2009, we and our
    consolidated joint ventures purchased $425.9 million of
    property and equipment for the build-out of our new markets and
    the expansion and improvement of our existing markets.
    In June 2009, we completed our purchase of certain wireless
    spectrum in St. Louis for approximately $27.2 million.
    During the six months ended June 30, 2009, we made
    investment purchases of $436.1 million, offset by sales or
    maturities of investments of $290.6 million.  Financing
    Activities
    
    During the six months ended June 30, 2009, we issued
    $1,100 million of senior secured notes, and we used a
    portion of the $1,057.5 million net cash proceeds from the
    issuance to repay all principal amounts outstanding under our
    Credit Agreement, which amounted to $875.3 million. In
    addition, we incurred $14.1 million in debt issuance costs
    in connection with the issuance of the senior secured notes.
    Additionally, we made payments of $2.3 million under our
    former Credit Agreement during the first quarter of 2009 and LCW
    Operations made payments of $2.4 million under its senior
    secured credit agreement during the first half of 2009.
    During the six months ended June 30, 2009, we sold an
    aggregate of 7,000,000 shares of Leap common stock in an
    underwritten public offering, resulting in aggregate net
    proceeds of $263.7 million. In addition, during the six
    months ended June 30, 2009, we issued common stock upon the
    exercise of stock options held by our employees, resulting in
    aggregate net proceeds of $2.2 million.  Senior
    Secured Credit Facilities
  Cricket
    Communications
   55




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##### Table of Contents



LCW
    Operations
    Senior
    Notes
  Unsecured
    Senior Notes Due 2014
       56




---



##### Table of Contents



Convertible
    Senior Notes Due 2014
       57




---



##### Table of Contents



Unsecured
    Senior Notes Due 2015
       58




---



##### Table of Contents



Senior
    Secured Notes Due 2016
        pari passu
   59




---



##### Table of Contents



90-day 90-day
 60




---



##### Table of Contents



Fair
    Value of Financial Instruments
          System
    Equipment Purchase Agreements
  and/or
  Capital
    Expenditures and Other Asset Acquisitions and
    Dispositions
  Capital
    Expenditures
   61




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##### Table of Contents



Other
    Acquisitions and Dispositions
      Off-Balance
    Sheet Arrangements
    Recent
    Accounting Pronouncements
  No. SFAS 157-4, SFAS 157-4), No. SFAS 115-2 SFAS 124-2, Other-Than-Temporary SFAS 115-2 SFAS 124-2) No. SFAS 107-1 28-1, SFAS 107-1 28-1). SFAS 157-4 SFAS 157-4 SFAS 157-4 SFAS 115-2 SFAS 124-2 other-than-temporarily other-than-temporarily SFAS 115-2 SFAS 124-2 SFAS 107-1 28-1 SFAS 107-1 28-1
   62




---



##### Table of Contents



tm
  Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk.  Interest
    Rate Risk
    Hedging
    Policy
    Item 4.
    Controls
    and Procedures.  (a) Evaluation of Disclosure Controls and Procedures
    Rule 13a-15(b), Form 10-Q, Rule 13a-15(e)
 63




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##### Table of Contents



(b) Changes in Internal Control over Financial
    Reporting
    Item 4T.
    Controls
    and Procedures.   64




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##### Table of Contents



PART II



OTHER
    INFORMATION  Item 1.
    Legal
    Proceedings.      and/or
  Patent
    Litigation
  Freedom
    Wireless
  ®
  Electronic
    Data Systems
    DNT
  and/or
 65




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##### Table of Contents



Digital
    Technology Licensing
  and/or ® and/or and/or
  On The
    Go
    American
    Wireless Group
  and/or
  and/or
 66




---



##### Table of Contents



Securities
    and Derivative Litigation
  and/or
  Rule 10b-5, class-wide
  and/or
 67




---



##### Table of Contents



Department
    of Justice Inquiry
    Other
    Litigation
    Item 1A.
    Risk
    Factors.  Form 10-K Form 10-Q
  
    changes to the Risk Factor below entitled We Face
    Increasing Competition Which Could Have a Material Adverse
    Effect on Demand for Cricket Service, which has been
    updated to reflect changes in the overall competitive
    environment;
    changes to the Risk Factors below entitled Our Significant
    Indebtedness Could Adversely Affect Our Financial Health and
    Prevent Us From Fulfilling Our Obligations, Despite
    Current Indebtedness Levels, We Are Permitted to Incur
    Substantially More Indebtedness. This Could Further Increase the
    Risks Associated with Our Leverage, We or Our Joint
    Ventures May Be Unable to Refinance Our Indebtedness,
    Covenants in Our Indentures and Other Credit Agreements or
    Indentures That We May Enter Into in the Future May Limit Our
    Ability To Operate Our Business, and Provisions in
    Our Amended and Restated Certificate of Incorporation and
    Bylaws, under Delaware Law, or in Our Indentures Might
    Discourage, Delay or Prevent a Change in Control of Our Company
    or Changes in Our Management and, Therefore, Depress the Trading
    Price of Leap Common Stock, which have been updated to
    reflect the issuance of senior secured notes, and the concurrent
    termination of and repayment of all amounts outstanding under
    our Credit Agreement, in June 2009; and
    changes to the Risk Factor below entitled Our Directors
    and Affiliated Entities Have Substantial Influence over Our
    Affairs, and Our Ownership Is Highly Concentrated. Sales of a
    Significant Number of Shares by Large Stockholders May Adversely
    Affect the Market Price of Leap Common Stock, which has
    been updated to reflect our agreement to register for resale
    additional shares of Leap common stock held by entities
    affiliated with one of our directors.  Risks
    Related to Our Business and Industry
  We Have
    Experienced Net Losses, and We May Not Be Profitable in the
    Future.
   68




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##### Table of Contents



We May
    Not Be Successful in Increasing Our Customer Base Which Would
    Negatively Affect Our Business Plans and Financial
    Outlook.
  quarter-by-quarter
  General
    Economic Conditions May Adversely Affect Our Business, Financial
    Performance or Ability to Obtain Debt or Equity Financing on
    Reasonable Terms or at All.
     69




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##### Table of Contents



If We
    Experience Low Rates of Customer Acquisition or High Rates of
    Customer Turnover, Our Ability to Become Profitable Will
    Decrease.
    We Have
    Made Significant Investment, and May Continue to Invest, in
    Joint Ventures That We Do Not Control.
   70




---



##### Table of Contents



We Face
    Increasing Competition Which Could Have a Material Adverse
    Effect on Demand for Cricket Service.
  voice-over-internet-protocol
    T-Mobile T-Mobile
 71




---



##### Table of Contents



T-Mobile
  and/or
    We May Be
    Unable to Obtain the Roaming Services We Need From Other
    Carriers to Remain Competitive.
     72




---



##### Table of Contents



We
    Restated Certain of Our Prior Consolidated Financial Statements,
    Which Has Led to Additional Risks and Uncertainties, Including
    Shareholder Litigation.
  Form 10-K,
  and/or
  Our
    Business and Stock Price May Be Adversely Affected If Our
    Internal Controls Are Not Effective
    Form 10-K Form 10-K
 73




---



##### Table of Contents



Our
    Primary Business Strategy May Not Succeed in the Long
    Term.
    We May
    Incur Substantial Costs in Connection With Any Build-Out of New
    Markets, and Any Delays or Cost Increases in the Build-Out of
    Our New Markets Could Adversely Affect Our Business.
     74




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##### Table of Contents



and/or
    If We Are
    Unable to Manage Our Planned Growth, Our Operations Could Be
    Adversely Impacted.
      Our
    Significant Indebtedness Could Adversely Affect Our Financial
    Health and Prevent Us From Fulfilling Our Obligations.
      
    make it more difficult for us to service all of our debt
    obligations; 75




---



##### Table of Contents




    increase our vulnerability to general adverse economic and
    industry conditions;
    impair our ability to obtain additional financing in the future
    for working capital needs, capital expenditures, network
    build-out and other activities, including acquisitions and
    general corporate purposes;
    require us to dedicate a substantial portion of our cash flows
    from operations to the payment of principal and interest on our
    indebtedness, thereby reducing the availability of our cash
    flows to fund working capital needs, capital expenditures,
    acquisitions and other general corporate purposes;
    limit our flexibility in planning for, or reacting to, changes
    in our business and the industry in which we operate; and
    place us at a disadvantage compared to our competitors that have
    less indebtedness.    Despite
    Current Indebtedness Levels, We Are Permitted to Incur
    Additional Indebtedness. This Could Further Increase the Risks
    Associated With Our Leverage.
    and/or
    To
    Service Our Indebtedness and Fund Our Working Capital and
    Capital Expenditures, We Will Require a Significant Amount of
    Cash. Our Ability to Generate Cash Depends on Many Factors
    Beyond Our Control.
    We or Our
    Joint Ventures May Be Unable to Refinance Our
    Indebtedness.
   76




---



##### Table of Contents



Covenants
    in Our Indentures and Other Credit Agreements or Indentures That
    We May Enter Into in the Future May Limit Our Ability to Operate
    Our Business.
    
    incur additional indebtedness;
    create liens or other encumbrances;
    place limitations on distributions from restricted subsidiaries;
    pay dividends, make investments, prepay subordinated
    indebtedness or make other restricted payments;
    issue or sell capital stock of restricted subsidiaries;
    issue guarantees;
    sell or otherwise dispose of all or substantially all of our
    assets;
    enter into transactions with affiliates; and
    make acquisitions or merge or consolidate with another entity.      Form 10-Q
  A
    Significant Portion of Our Assets Consists of Goodwill and
    Intangible Assets.
   77




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##### Table of Contents



The
    Wireless Industry is Experiencing Rapid Technological Change,
    Which May Require Us to Significantly Increase Capital
    Investment, and We May Lose Customers If We Fail to Keep Up With
    These Changes.
        The Loss
    of Key Personnel and Difficulty Attracting and Retaining
    Qualified Personnel Could Harm Our Business.
     78




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##### Table of Contents



Risks
    Associated With Wireless Handsets Could Pose Product Liability,
    Health and Safety Risks That Could Adversely Affect Our
    Business.
          We Rely
    Heavily on Third Parties to Provide Specialized Services; a
    Failure by Such Parties to Provide the Agreed Upon Products or
    Services Could Materially Adversely Affect Our Business, Results
    of Operations and Financial Condition.
   79




---



##### Table of Contents



System
    Failures, Security Breaches, Business Disruptions and
    Unauthorized Use or Interference with our Network Could Result
    in Higher Churn, Reduced Revenue and Increased Costs, and Could
    Harm Our Reputation.
    We May
    Not Be Successful in Protecting and Enforcing Our Intellectual
    Property Rights.
   80




---



##### Table of Contents



We and
    Our Suppliers May Be Subject to Claims of Infringement Regarding
    Telecommunications Technologies That Are Protected By Patents
    and Other Intellectual Property Rights.
      Regulation
    by Government Agencies May Increase Our Costs of Providing
    Service or Require Us to Change Our Services.
   81




---



##### Table of Contents



non-U.S. citizens non-U.S. citizens
  truth-in-billing;
 82




---



##### Table of Contents



If Call
    Volume or Wireless Broadband Usage Exceeds Our Expectations, Our
    Costs of Providing Service Could Increase, Which Could Have a
    Material Adverse Effect on Our Operating Expenses.
      We May Be
    Unable to Acquire Additional Spectrum in the Future at a
    Reasonable Cost or on a Timely Basis.
   83




---



##### Table of Contents



Our
    Wireless Licenses are Subject to Renewal and May Be Revoked in
    the Event that We Violate Applicable Laws.
  10-year 15-year
  Future
    Declines in the Fair Value of Our Wireless Licenses Could Result
    in Future Impairment Charges.
      
    consolidation in the wireless industry allows or requires
    carriers to sell significant portions of their wireless spectrum
    holdings;
    a sudden large sale of spectrum by one or more wireless
    providers occurs; or
    market prices decline as a result of the sale prices in FCC
    auctions.     84




---



##### Table of Contents



Declines
    in Our Operating Performance Could Ultimately Result in an
    Impairment of Our Indefinite-Lived Assets, Including Goodwill,
    or Our Long-Lived Assets, Including Property and
    Equipment.
  and/or and/or
  We May
    Incur Higher Than Anticipated Intercarrier Compensation
    Costs.
      If We
    Experience High Rates of Credit Card, Subscription or Dealer
    Fraud, Our Ability to Generate Cash Flow Will
    Decrease.
   85




---



##### Table of Contents



Risks
    Related to Ownership of Our Common Stock
  Our Stock
    Price May Be Volatile, and You May Lose All or Some of Your
    Investment.
    
    variations in our operating results or those of our competitors;
    announcements of technological innovations, new services or
    service enhancements, strategic alliances or significant
    agreements by us or by our competitors;
    entry of new competitors into our markets or changes in the
    product and service offerings of our competitors;
    significant developments with respect to intellectual property,
    securities or related litigation;
    announcements of and bidding in auctions for new spectrum;
    recruitment or departure of key personnel;
    changes in the estimates of our operating results or changes in
    recommendations by any securities analysts that elect to follow
    Leap common stock;
    any default under any of the indentures governing our secured or
    unsecured senior notes or convertible senior notes because of a
    covenant breach or otherwise; and
    market conditions in our industry and the economy as a whole.    We May
    Elect to Raise Additional Equity Capital Which May Dilute
    Existing Stockholders.
  and/or
  Your
    Ownership Interest in Leap Will Be Diluted Upon Issuance of
    Shares We Have Reserved for Future Issuances, and Future
    Issuances or Sales of Such Shares May Adversely Affect the
    Market Price of Leap Common Stock.
   86




---



##### Table of Contents



Our
    Directors and Affiliated Entities Have Substantial Influence
    over Our Affairs, and Our Ownership Is Highly Concentrated.
    Sales of a Significant Number of Shares by Large Stockholders
    May Adversely Affect the Market Price of Leap Common
    Stock.
     87




---



##### Table of Contents



Provisions
    in Our Amended and Restated Certificate of Incorporation and
    Bylaws, under Delaware Law, or in Our Indentures Might
    Discourage, Delay or Prevent a Change in Control of Our Company
    or Changes in Our Management and, Therefore, Depress the Trading
    Price of Leap Common Stock.
    
    require super-majority voting to amend some provisions in our
    amended and restated certificate of incorporation and bylaws;
    authorize the issuance of blank check preferred
    stock that our board of directors could issue to increase the
    number of outstanding shares to discourage a takeover attempt;
    prohibit stockholder action by written consent, and require that
    all stockholder actions be taken at a meeting of our
    stockholders;
    provide that the board of directors is expressly authorized to
    make, alter or repeal our bylaws; and
    establish advance notice requirements for nominations for
    elections to our board or for proposing matters that can be
    acted upon by stockholders at stockholder meetings.      Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds.    Item 3.
    Defaults
    Upon Senior Securities.   88




---



##### Table of Contents



Item 4.
    Submission
    of Matters to a Vote of Security Holders.      For


WithheldJohn D. Harkey, Jr.


58,499,768



8,287,721S. Douglas Hutcheson


60,096,347



6,691,142Robert V. LaPenta


60,262,203



6,525,286Mark H. Rachesky, M.D.


52,249,118



14,538,371Michael B. Targoff


50,259,291



16,528,198       For

Against


Abstentions66,523,242


264,078



169       For

Against


Abstentions46,148,258


20,637,877



1,354     Item 5.
    Other
    Information.   89




---



##### Table of Contents



Item 6.
    Exhibits.  Index to Exhibits:
  ExhibitNumber

Description of Exhibit4.1(1)

Indenture, dated as of June 5, 2009, by and among Cricket
    Communications, Inc., the Initial Guarantors (as defined
    therein) and Wilmington Trust FSB, as trustee.4.2(1)

Form of 7.75% Senior Secured Note of Cricket
    Communications, Inc. due 2016 (attached as Exhibit A to the
    Indenture filed as Exhibit 4.1 hereto).4.3(1)

Security Agreement, dated as of June 5, 2009, by and among
    Cricket Communications, Inc., the Guarantors (as defined
    therein) and Wilmington Trust FSB, as trustee and
    collateral trustee.4.4(1)

Collateral Trust Agreement, dated as of June 5, 2009,
    by and among Cricket Communications, Inc., the Guarantors (as
    defined therein) and Wilmington Trust FSB, as trustee and
    collateral trustee.4.5(1)

Registration Rights Agreement, dated as of June 5, 2009, by
    and among Cricket Communications, Inc., the Guarantors (as
    defined therein), and Goldman, Sachs & Co. and
    Deutsche Bank Securities Inc., as representatives of the Initial
    Purchasers named therein.10.1(2)

Third Amendment to 2004 Stock Option, Restricted Stock and
    Deferred Stock Unit Plan.31.1*

Certification of Chief Executive Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.31.2*

Certification of Chief Financial Officer pursuant to
    Section 302 of the Sarbanes-Oxley Act of 2002.32**

Certification of Chief Executive Officer and Chief Financial
    Officer pursuant to Section 906 of the Sarbanes-Oxley Act
    of 2002.     (1)
    
    Filed as an exhibit to Leaps Current Report on
    Form 8-K,
    dated June 5, 2009, filed with the SEC on June 8,
    2009, and incorporated herein by reference.(2)
    
    Filed as Appendix A to Leaps Definitive Proxy
    Statement filed with the SEC on April 10, 2009, and
    incorporated herein by reference.*
    
    Filed herewith.**
    
    This certification is being furnished solely to accompany this
    quarterly report pursuant to 18 U.S.C. § 1350, and is
    not being filed for purposes of Section 18 of the
    Securities Exchange Act of 1934, as amended, and is not to be
    incorporated by reference into any filing of Leap Wireless
    International, Inc., whether made before or after the date
    hereof, regardless of any general incorporation language in such
    filing. 90




---



##### Table of Contents



SIGNATURES
       By:
    /s/  S.
    Douglas Hutcheson       By:
    /s/  Walter
    Z. Berger    91