##### Table of Contents



UNITED
    STATES
    SECURITIES AND EXCHANGE COMMISSIONWashington, 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, 2007ORo

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

33-0811062(State or other jurisdiction
    of
    incorporation or organization)

(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 reported)
  þ o
  Rule 12b-2
  þ o o
  Rule 12b-2 o þ
  þ o




---



##### 



LEAP
    WIRELESS INTERNATIONAL, INC.
    QUARTERLY REPORT ON
    FORM 10-Q
    For the Quarter Ended June 30, 2007
    TABLE OF CONTENTS
  PagePART
    I  FINANCIAL INFORMATIONItem 1.

Financial
    Statements


1Item 2.

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


24Item 3.

Quantitative and
    Qualitative Disclosures About Market Risk


37Item 4.

Controls and
    Procedures


37Item 4T.

Controls and
    Procedures


38PART
    II  OTHER INFORMATIONItem 1.

Legal
    Proceedings


39Item 1A.

Risk
    Factors


41Item 2.

Unregistered Sales
    of Equity Securities and Use of Proceeds


57Item 3.

Defaults Upon
    Senior Securities


57Item 4.

Submission of
    Matters to a Vote of Security Holders


58Item 5.

Other
    Information


58Item 6.

Exhibits


58EXHIBIT 10.11.20EXHIBIT 10.15EXHIBIT 10.16EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 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 31,2007


2006(Unaudited)AssetsCash and cash equivalents

$
327,328


$
374,939Short-term investments


357,444



66,400Restricted cash, cash equivalents
    and short-term investments


12,747



13,581Inventories


90,343



90,185Other current assets


46,613



53,527Total current assets


834,475



598,632Property and equipment, net


1,144,131



1,077,755Wireless licenses


1,857,312



1,563,958Assets held for sale






8,070Goodwill


431,896



431,896Other intangible assets, net


62,965



79,828Deposits for wireless licenses


758



274,084Other assets


49,556



58,745Total assets

$
4,381,093


$
4,092,968Liabilities and
    Stockholders EquityAccounts payable and accrued
    liabilities

$
209,584


$
316,494Current maturities of long-term
    debt


9,000



9,000Other current liabilities


75,212



74,637Total current liabilities


293,796



400,131Long-term debt


2,042,249



1,676,500Deferred tax liabilities


155,684



149,728Other long-term liabilities


50,041



47,608Total liabilities


2,541,770



2,273,967Minority interests


34,084



30,000Commitments and contingencies
    (Note 7)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,
    68,217,849 and 67,892,512 shares issued and outstanding at
    June 30, 2007 and December 31, 2006, respectively


7



7Additional paid-in capital


1,791,961



1,769,772Retained earnings


12,560



17,436Accumulated other comprehensive
    income


711



1,786Total stockholders equity


1,805,239



1,789,001Total liabilities and
    stockholders equity

$
4,381,093


$
4,092,968    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 30,2007


2006


2007


2006Revenues:Service revenues

$
350,212


$
230,786


$
677,021


$
446,626Equipment revenues


42,997



37,068



105,610



87,916Total revenues


393,209



267,854



782,631



534,542Operating expenses:Cost of service (exclusive of
    items shown separately below)


(89,622
)


(60,255
)


(180,571
)


(115,459
)Cost of equipment


(81,052
)


(52,081
)


(193,534
)


(110,967
)Selling and marketing


(46,861
)


(35,942
)


(95,421
)


(65,044
)General and administrative


(66,371
)


(46,576
)


(131,570
)


(96,158
)Depreciation and amortization


(72,415
)


(53,337
)


(141,215
)


(107,373
)Impairment of indefinite-lived
    intangible assets






(3,211
)






(3,211
)Total operating expenses


(356,321
)


(251,402
)


(742,311
)


(498,212
)Net gain on sale of wireless
    licenses and disposal of operating assets










940



Operating income


36,888



16,452



41,260



36,330Minority interests in consolidated
    subsidiaries


652



(134
)


2,172



(209
)Interest income


7,134



5,533



12,419



9,727Interest expense


(27,090
)


(8,423
)


(53,586
)


(15,854
)Other expense, net






(5,918
)


(637
)


(5,383
)Income before income taxes and
    cumulative effect of change in accounting principle


17,584



7,510



1,628



24,611Income tax expense


(14,337
)






(6,504
)


Income (loss) before cumulative
    effect of change in accounting principle


3,247



7,510



(4,876
)


24,611Cumulative effect of change in
    accounting principle














623Net income (loss)

$
3,247


$
7,510


$
(4,876
)

$
25,234Basic earnings (loss) per share:Income (loss) before cumulative
    effect of change in accounting principle

$
0.05


$
0.12


$
(0.07
)

$
0.41Cumulative effect of change in
    accounting principle














0.01Basic earnings (loss) per share

$
0.05


$
0.12


$
(0.07
)

$
0.42Diluted earnings (loss) per share:Income (loss) before cumulative
    effect of change in accounting principle

$
0.05


$
0.12


$
(0.07
)

$
0.40Cumulative effect of change in
    accounting principle














0.01Diluted earnings (loss) per share

$
0.05


$
0.12


$
(0.07
)

$
0.41Shares used in per share
    calculations:Basic


67,124



60,282



66,998



60,282Diluted


68,800



61,757



66,998



61,651    2




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##### Table of Contents



LEAP
    WIRELESS INTERNATIONAL, INC.
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited
    and in thousands)
  Six Months Ended June 30,2007


2006Operating activities:Net cash provided by operating
    activities

$
106,159


$
101,781Investing activities:Purchases of property and equipment


(237,908
)


(187,004
)Change in prepayments for
    purchases of property and equipment


11,187



5,683Purchases of and deposits for
    wireless licenses


(2,361
)


(532
)Proceeds from sale of wireless
    licenses


9,500



Purchases of investments


(380,743
)


(88,535
)Sales and maturities of investments


91,360



123,657Purchase of minority interest


(4,706
)


Purchase of membership units


(13,182
)


Changes in restricted cash, cash
    equivalents and short-term investments, net


834



(101
)Net cash used in investing
    activities


(526,019
)


(146,832
)Financing activities:Proceeds from long-term debt


370,480



900,000Repayment of long-term debt


(4,500
)


(594,444
)Payment of debt issuance costs


(1,319
)


(3,268
)Payment of fees related to forward
    equity sale






(219
)Minority interest contributions






2,222Proceeds from issuance of common
    stock, net


7,588



725Net cash provided by financing
    activities


372,249



305,016Net increase (decrease) in cash
    and cash equivalents


(47,611
)


259,965Cash and cash equivalents at
    beginning of period


374,939



293,073Cash and cash equivalents at end
    of period

$
327,328


$
553,038Supplementary cash flow
    information:Cash paid for interest

$
72,295


$
23,641Cash paid for income taxes

$
341


$
218    3




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##### Table of Contents



LEAP
    WIRELESS INTERNATIONAL, INC.
  NOTES TO
    CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
    (UNAUDITED)
  Note 1.
    The
    Company  ® TM
      Note 2.
    Basis of
    Presentation and Significant Accounting Policies  Basis
    of Presentation
  Form 10-Q Form 10-K
   4




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##### Table of Contents



Revenues
      and/or
  Costs
    and Expenses
    Cost of Service.
  Cost of Equipment.
  Selling and Marketing.
  General and Administrative.
  Property
    and Equipment
   5




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##### Table of Contents



DepreciableLifeNetwork equipment:Switches

10Switch power equipment

15Cell site equipment, and site
    acquisitions and improvements

7Towers

15Antennae

3Computer hardware and software

3-5Furniture, fixtures, retail and
    office equipment

3-7   construction-in-progress construction-in-progress,
    Wireless
    Licenses
    Investments
    in Other Entities
     6




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##### Table of Contents



Concentrations
    Share-Based
    Compensation
      Three Months


Six MonthsEnded June 30,


Ended June 30,2007


2006


2007


2006Cost of service

$
466


$
261


$
1,145


$
519Selling and marketing expenses


560



473



1,561



800General and administrative expenses


4,869



3,954



11,933



8,095Share-based compensation expense
    before tax


5,895



4,688



14,639



9,414Related income tax expense*


3,432











Share-based compensation expense,
    net of tax

$
9,327


$
4,688


$
14,639


$
9,414Net share-based compensation
    expense per share:Basic

$
0.14


$
0.08


$
0.22


$
0.16Diluted

$
0.14


$
0.08


$
0.22


$
0.15     *
    
    See income taxes policy footnote below.  Income
    Taxes
     7




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##### Table of Contents



90-7,
    Comprehensive
    Income (Loss)
    Three Months


Six MonthsEnded June 30,


Ended June 30,2007


2006


2007


2006Net income (loss)

$
3,247


$
7,510


$
(4,876
)

$
25,234Other comprehensive income:Net unrealized holding gains
    (losses) on investments, net of tax


16



(25
)


(11
)


(42
)Unrealized gains (losses) on
    interest rate swaps, net of tax


130



1,119



(1,064
)


3,268Comprehensive income (loss)

$
3,393


$
8,604


$
(5,951
)

$
28,460     June 30,


December 31,2007


2006Net unrealized holding losses on
    investments, net of tax

$
(15
)

$
(4
)Unrealized gains on interest rate
    swaps, net of tax


726



1,790Accumulated other comprehensive
    income

$
711


$
1,786   Recent
    Accounting Pronouncements
   8




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##### Table of Contents



Note 3.
    Supplementary
    Balance Sheet Information (in thousands):  June 30,


December 31,2007


2006Other current assets:Accounts receivable, net

$
21,974


$
37,422Prepaid expenses


20,219



11,808Other


4,420



4,297$
46,613


$
53,527Property and equipment, net:Network equipment

$
1,270,299


$
1,134,807Computer equipment and other


114,158



93,816Construction-in-progress


270,681



237,8131,655,138



1,466,436Accumulated depreciation


(511,007
)


(388,681
)$
1,144,131


$
1,077,755Accounts payable and accrued
    liabilities:Trade accounts payable

$
96,511


$
218,019Accrued payroll and related
    benefits


29,923



29,450Other accrued liabilities


83,150



69,025$
209,584


$
316,494Other current liabilities:Deferred revenue

$
23,845


$
27,933Accrued sales, telecommunications,
    property and other taxes payable


32,209



26,899Accrued interest


13,420



13,671Other


5,738



6,134$
75,212


$
74,637   Note 4.
    Basic and
    Diluted Earnings (Loss) Per Share   9




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##### Table of Contents



Three Months


Six MonthsEnded June 30,


Ended June 30,2007


2006


2007


2006Weighted-average shares
    outstanding  basic earnings (loss) per share


67,124



60,282



66,998



60,282Effect of dilutive common share
    equivalents:Non-qualified stock options


717



176







96Restricted stock awards


479



926







913Employee stock purchase rights


5











Warrants


475



373







360Adjusted weighted-average shares
    outstanding  diluted earnings (loss) per share


68,800



61,757



66,998



61,651     Note 5.
    Long-Term
    Debt    June 30,


December 31,2007


2006Term loans under senior secured
    credit facilities

$
931,000


$
935,500Senior notes


1,120,249



750,0002,051,249



1,685,500Current maturities of long-term
    debt


(9,000
)


(9,000
)$
2,042,249


$
1,676,500   Senior
    Secured Credit Facilities
   10




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##### Table of Contents



11




---



##### Table of Contents



Senior
    Notes
           12




---



##### Table of Contents



90-day 90-day
  Note 6.
    Significant
    Acquisitions and Dispositions      Note 7.
    Commitments
    and Contingencies  Patent
    Litigation
  Method for Providing Wireless Communication Services
    and Network and System for Delivering Same,
 13




---



##### Table of Contents



Mobile Entertainment and Communication
    Device. System for
    Controlling the Supply of Utility Services to
    Consumers
    American
    Wireless Group
   14




---



##### Table of Contents



and/or
  and/or
    Other
    Note 8.
    Guarantor
    Financial Information       15




---



##### Table of Contents



Condensed
    Consolidating Balance Sheet as of June 30, 2007 (in
    thousands):
  ConsolidatingGuarantor











andParent


Issuing


Guarantor


Non-Guarantor


EliminatingCompany


Subsidiary


Subsidiaries


Subsidiaries


Adjustments


ConsolidatedAssetsCash and cash equivalents

$
26


$
287,640


$
23,667


$
15,995


$



$
327,328Short-term investments






357,444















357,444Restricted cash, cash equivalents
    and short-term investments


7,655



4,454



638











12,747Inventories






88,027



1,732



584







90,343Other current assets


1,299



25,431



19,578



305







46,613Total current assets


8,980



762,996



45,615



16,884







834,475Property and equipment, net


72



951,252



143,222



50,172



(587
)


1,144,131Investments in and advances to
    affiliates and consolidated subsidiaries


1,832,955



2,090,083



186,702







(4,109,740
)


Wireless licenses






7,464



1,528,869



320,979







1,857,312Goodwill






431,896















431,896Other intangible assets, net






62,678







287







62,965Deposits for wireless licenses










758











758Other assets


40



44,866



2,216



2,434







49,556Total assets

$
1,842,047


$
4,351,235


$
1,907,382


$
390,756


$
(4,110,327
)

$
4,381,093Liabilities and
    Stockholders EquityAccounts payable and accrued
    liabilities

$
6,331


$
188,777


$
9,804


$
4,672


$



$
209,584Current maturities of long-term
    debt






9,000















9,000Intercompany payables


30,477



203,691



87,942



3,426



(325,536
)


Other current liabilities






50,144



23,332



1,736







75,212Total current liabilities


36,808



451,612



121,078



9,834



(325,536
)


293,796Long-term debt






2,002,249



310,535



292,148



(562,683
)


2,042,249Deferred tax liabilities






10,502



145,182











155,684Other long-term liabilities






44,491



4,363



1,187







50,041Total liabilities


36,808



2,508,854



581,158



303,169



(888,219
)


2,541,770Minority interests






21,732











12,352



34,084Membership units subject to
    repurchase














20,098



(20,098
)


Stockholders equity


1,805,239



1,820,649



1,326,224



67,489



(3,214,362
)


1,805,239Total liabilities and
    stockholders equity

$
1,842,047


$
4,351,235


$
1,907,382


$
390,756


$
(4,110,327
)

$
4,381,093  16




---



##### Table of Contents



Condensed
    Consolidating Balance Sheet as of December 31, 2006 (in
    thousands):
  ConsolidatingGuarantor











andParent


Issuing


Guarantor


Non-Guarantor


EliminatingCompany


Subsidiary


Subsidiaries


Subsidiaries


Adjustments


ConsolidatedAssetsCash and cash equivalents

$
206


$
318,290


$
13,052


$
43,391


$



$
374,939Short-term investments






66,400















66,400Restricted cash, cash equivalents
    and short-term investments


8,093



4,258



495



735







13,581Inventories






87,303



2,080



802







90,185Other current assets


877



39,827



12,432



391







53,527Total current assets


9,176



516,078



28,059



45,319







598,632Property and equipment, net


117



892,093



147,521



38,024







1,077,755Investments in and advances to
    affiliates and consolidated subsidiaries


1,815,873



2,047,241



154,253







(4,017,367
)


Wireless licenses










1,527,574



36,384







1,563,958Assets held for sale










8,070











8,070Goodwill






431,896















431,896Other intangible assets, net






79,409







419







79,828Deposits for wireless licenses














274,084







274,084Other assets


43



45,616



11,259



1,827







58,745Total assets

$
1,825,209


$
4,012,333


$
1,876,736


$
396,057


$
(4,017,367
)

$
4,092,968Liabilities and
    Stockholders EquityAccounts payable and accrued
    liabilities

$
6,789


$
274,356


$
25,104


$
10,245


$



$
316,494Current maturities of long-term
    debt






9,000















9,000Intercompany payables


29,419



169,794



70,776



9,862



(279,851
)


Other current liabilities






60,167



14,006



464







74,637Total current liabilities


36,208



513,317



109,886



20,571



(279,851
)


400,131Long-term debt






1,636,500



277,955



271,442



(509,397
)


1,676,500Deferred tax liabilities






10,502



139,226











149,728Other long-term liabilities






42,467



4,155



986







47,608Total liabilities


36,208



2,202,786



531,222



292,999



(789,248
)


2,273,967Minority interests






5,978











24,022



30,000Stockholders equity


1,789,001



1,803,569



1,345,514



103,058



(3,252,141
)


1,789,001Total liabilities and
    stockholders equity

$
1,825,209


$
4,012,333


$
1,876,736


$
396,057


$
(4,017,367
)

$
4,092,968  17




---



##### Table of Contents



Condensed
    Consolidating Statement of Operations for the Three Months Ended
    June 30, 2007
    (in thousands):
  ConsolidatingGuarantor











andParent


Issuing


Guarantor


Non-Guarantor


EliminatingCompany


Subsidiary


Subsidiaries


Subsidiaries


Adjustments


ConsolidatedRevenues:Service revenues

$



$
306,034


$
35,933


$
8,245


$



$
350,212Equipment revenues






50,019



1,858



908



(9,788
)


42,997Other revenues






13



13,593







(13,606
)


Total revenues






356,066



51,384



9,153



(23,394
)


393,209Operating expenses:Cost of service (exclusive of
    items shown separately below)






(86,939
)


(12,713
)


(3,563
)


13,593



(89,622
)Cost of equipment






(77,392
)


(10,480
)


(2,968
)


9,788



(81,052
)Selling and marketing






(37,820
)


(6,805
)


(2,236
)






(46,861
)General and administrative


(489
)


(55,087
)


(9,152
)


(1,656
)


13



(66,371
)Depreciation and amortization


(23
)


(64,259
)


(5,984
)


(2,149
)






(72,415
)Total operating expenses


(512
)


(321,497
)


(45,134
)


(12,572
)


23,394



(356,321
)Operating income (loss)


(512
)


34,569



6,250



(3,419
)






36,888Minority interests in consolidated
    subsidiaries






(370
)










1,022



652Equity in net income (loss) of
    consolidated subsidiaries


3,749



(19,312
)










15,563



Interest income


10



24,575



174



203



(17,828
)


7,134Interest expense






(26,696
)


(9,247
)


(8,387
)


17,240



(27,090
)Income (loss) before income taxes


3,247



12,766



(2,823
)


(11,603
)


15,997



17,584Income tax expense






(9,017
)


(5,320
)










(14,337
)Net income (loss)

$
3,247


$
3,749


$
(8,143
)

$
(11,603
)

$
15,997


$
3,247  18




---



##### Table of Contents



Condensed
    Consolidating Statement of Operations for the Six Months Ended
    June 30, 2007
    (in thousands):
  ConsolidatingGuarantor











andParent


Issuing


Guarantor


Non-Guarantor


EliminatingCompany


Subsidiary


Subsidiaries


Subsidiaries


Adjustments


ConsolidatedRevenues:Service revenues

$



$
598,566


$
64,276


$
14,179


$



$
677,021Equipment revenues






117,476



5,310



2,134



(19,310
)


105,610Other revenues






26



26,621







(26,647
)


Total revenues






716,068



96,207



16,313



(45,957
)


782,631Operating expenses:Cost of service (exclusive of
    items shown separately below)






(175,366
)


(25,161
)


(6,665
)


26,621



(180,571
)Cost of equipment






(184,906
)


(20,191
)


(7,747
)


19,310



(193,534
)Selling and marketing


(8
)


(77,373
)


(13,402
)


(4,638
)






(95,421
)General and administrative


(810
)


(110,115
)


(17,844
)


(2,827
)


26



(131,570
)Depreciation and amortization


(46
)


(125,123
)


(11,990
)


(4,056
)






(141,215
)Total operating expenses


(864
)


(672,883
)


(88,588
)


(25,933
)


45,957



(742,311
)Net gain (loss) on sale of
    wireless licenses and disposal of operating assets






(311
)


1,251











940Operating income (loss)


(864
)


42,874



8,870



(9,620
)






41,260Minority interests in consolidated
    subsidiaries






(550
)










2,722



2,172Equity in net loss of consolidated
    subsidiaries


(4,032
)


(43,795
)










47,827



Interest income


20



45,754



350



579



(34,284
)


12,419Interest expense






(52,106
)


(17,578
)


(17,598
)


33,696



(53,586
)Other expense, net






(625
)


(12
)










(637
)Income (loss) before income taxes


(4,876
)


(8,448
)


(8,370
)


(26,639
)


49,961



1,628Income tax (expense) benefit






4,416



(10,920
)










(6,504
)Net loss

$
(4,876
)

$
(4,032
)

$
(19,290
)

$
(26,639
)

$
49,961


$
(4,876
)  19




---



##### Table of Contents



Condensed
    Consolidating Statement of Operations for the Three Months Ended
    June 30, 2006
    (in thousands):
  ConsolidatingGuarantor











andParent


Issuing


Guarantor


Non-Guarantor


EliminatingCompany


Subsidiary


Subsidiaries


Subsidiaries


Adjustments


ConsolidatedRevenues:Service revenues

$



$
225,154


$
5,632



$     


$



$
230,786Equipment revenues






38,855



1,370







(3,157
)


37,068Other revenues






156



9,937







(10,093
)


Total revenues






264,165



16,939







(13,250
)


267,854Operating expenses:Cost of service (exclusive of
    items shown separately below)






(65,627
)


(4,565
)






9,937



(60,255
)Cost of equipment






(51,605
)


(3,633
)






3,157



(52,081
)Selling and marketing






(29,646
)


(6,296
)










(35,942
)General and administrative


(1,111
)


(41,052
)


(4,569
)






156



(46,576
)Depreciation and amortization


(24
)


(51,624
)


(1,689
)










(53,337
)Impairment of indefinite-lived
    intangible assets










(3,211
)










(3,211
)Total operating expenses


(1,135
)


(239,554
)


(23,963
)






13,250



(251,402
)Operating income (loss)


(1,135
)


24,611



(7,024
)










16,452Minority interests in consolidated
    subsidiaries






(134
)














(134
)Equity in net income (loss) of
    consolidated subsidiaries


8,636



(12,080
)










3,444



Interest income


9



7,940



146







(2,562
)


5,533Interest expense






(8,423
)


(2,562
)






2,562



(8,423
)Other expense, net






(5,918
)














(5,918
)Income (loss) before income taxes


7,510



5,996



(9,440
)






3,444



7,510Income tax (expense) benefit






2,640



(2,640
)










Net income (loss)

$
7,510


$
8,636


$
(12,080
)

$



$
3,444


$
7,510  20




---



##### Table of Contents



Condensed
    Consolidating Statement of Operations for the Six Months Ended
    June 30, 2006
    (in thousands):
  ConsolidatingGuarantor











andParent


Issuing


Guarantor


Non-Guarantor


EliminatingCompany


Subsidiary


Subsidiaries


Subsidiaries


Adjustments


ConsolidatedRevenues:Service revenues

$



$
439,472


$
7,154



$     


$



$
446,626Equipment revenues






89,108



2,769







(3,961
)


87,916Other revenues






208



19,494







(19,702
)


Total revenues






528,788



29,417







(23,663
)


534,542Operating expenses:Cost of service (exclusive of
    items shown separately below)






(128,298
)


(6,655
)






19,494



(115,459
)Cost of equipment






(108,094
)


(6,834
)






3,961



(110,967
)Selling and marketing






(55,805
)


(9,239
)










(65,044
)General and administrative


(2,121
)


(84,709
)


(9,536
)






208



(96,158
)Depreciation and amortization


(54
)


(104,974
)


(2,345
)










(107,373
)Impairment of indefinite-lived
    intangible assets










(3,211
)










(3,211
)Total operating expenses


(2,175
)


(481,880
)


(37,820
)






23,663



(498,212
)Operating income (loss)


(2,175
)


46,908



(8,403
)










36,330Minority interests in consolidated
    subsidiaries






(209
)














(209
)Equity in net income (loss) of
    consolidated subsidiaries


27,392



(18,256
)










(14,416
)


Interest income


17



13,190



184







(3,664
)


9,727Interest expense






(15,854
)


(3,664
)






3,664



(15,854
)Other expense, net






(5,381
)


(2
)










(5,383
)Income (loss) before income taxes
    and cumulative effect of change in accounting principle


25,234



20,398



(11,885
)






(9,136
)


24,611Income tax (expense) benefit






6,371



(6,371
)










Income (loss) before cumulative
    effect of change in accounting principle


25,234



26,769



(18,256
)






(9,136
)


24,611Cumulative effect of change in
    accounting principle






623















623Net income (loss)

$
25,234


$
27,392


$
(18,256
)

$



$
(9,136
)

$
25,234  21




---



##### Table of Contents



Condensed
    Consolidating Statement of Cash Flows for the Six Months Ended
    June 30, 2007
    (in thousands):
  ConsolidatingGuarantor











andParent


Issuing


Guarantor


Non-Guarantor


EliminatingCompany


Subsidiary


Subsidiaries


Subsidiaries


Adjustments


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

$
(425
)

$
131,176


$
(4,310
)

$
(20,282
)

$



$
106,159Investing activities:Purchases of and changes in
    prepayments for property and equipment






(206,921
)


(7,768
)


(12,032
)






(226,721
)Purchases of and deposits for
    wireless licenses






(890
)


(1,663
)


192







(2,361
)Proceeds from sale of wireless
    licenses










9,500











9,500Purchases of investments






(380,743
)














(380,743
)Sales and maturities of investments






91,360















91,360Investments in and advances to
    affiliates and consolidated subsidiaries


(7,588
)


(4,706
)










7,588



(4,706
)Purchase of membership units






(13,182
)














(13,182
)Other


245



(2
)


(144
)


735







834Net cash used in investing
    activities


(7,343
)


(515,084
)


(75
)


(11,105
)


7,588



(526,019
)Financing activities:Proceeds from long-term debt






370,480



15,000



4,000



(19,000
)


370,480Issuance of related party debt






(19,000
)










19,000



Repayment of long-term debt






(4,500
)














(4,500
)Payment of debt issuance costs






(1,310
)






(9
)






(1,319
)Capital contributions, net


7,588



7,588











(7,588
)


7,588Net cash provided by financing
    activities


7,588



353,258



15,000



3,991



(7,588
)


372,249Net increase (decrease) in cash
    and cash equivalents


(180
)


(30,650
)


10,615



(27,396
)






(47,611
)Cash and cash equivalents at
    beginning of period


206



318,290



13,052



43,391







374,939Cash and cash equivalents at end
    of period

$
26


$
287,640


$
23,667


$
15,995


$



$
327,328  22




---



##### Table of Contents



Condensed
    Consolidating Statement of Cash Flows for the Six Months Ended
    June 30, 2006
    (in thousands):
  ConsolidatingGuarantor











andParent


Issuing


Guarantor


Non-Guarantor


EliminatingCompany


Subsidiary


Subsidiaries


Subsidiaries


Adjustments


ConsolidatedOperating activities:Net cash provided by operating
    activities

$
288


$
95,074


$
6,419


$



$



$
101,781Investing activities:Purchases of and changes in
    prepayments for property and equipment






(98,771
)


(82,550
)










(181,321
)Purchases of and deposits for
    wireless licenses










(532
)










(532
)Purchases of investments






(88,535
)














(88,535
)Sales and maturities of investments






123,657















123,657Investments in and advances to
    affiliates and consolidated subsidiaries


(506
)


(6,663
)










7,169



Other


(101
)


















(101
)Net cash used in investing
    activities


(607
)


(70,312
)


(83,082
)






7,169



(146,832
)Financing activities:Proceeds from long-term debt






900,000



71,406







(71,406
)


900,000Issuance of related party debt






(71,406
)










71,406



Repayment of long-term debt






(594,444
)














(594,444
)Payment of debt issuance costs






(3,268
)














(3,268
)Capital contributions, net


506



506



8,885







(7,169
)


2,728Net cash provided by financing
    activities


506



231,388



80,291







(7,169
)


305,016Net increase in cash and cash
    equivalents


187



256,150



3,628











259,965Cash and cash equivalents at
    beginning of period


46



291,456



1,571











293,073Cash and cash equivalents at end
    of period

$
233


$
547,606


$
5,199


$



$



$
553,038  23




---



##### Table of Contents



Item 2.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations.  As used in this report, unless the context suggests
    otherwise, the terms we, our,
    ours, and us refer to Leap Wireless
    International, Inc., or Leap, and its subsidiaries, including
    Cricket Communications, Inc., or Cricket, and Alaska Native
    Broadband 1 License, LLC, or ANB 1 License. Leap, Cricket
    and ANB 1 License and their subsidiaries are sometimes
    collectively referred to herein as the Company.
    Unless otherwise specified, information relating to population
    and potential customers, or POPs, is based on 2007 population
    estimates provided by Claritas Inc.
  Form 10-K
  Cautionary
    Statement Regarding Forward-Looking Statements
    
    our ability to attract and retain customers in an extremely
    competitive marketplace;
    changes in economic conditions that could adversely affect the
    market for wireless services;
    the impact of competitors initiatives;
    our ability to successfully implement product offerings and
    execute market expansion plans;
    delays in our market expansion plans, including delays resulting
    from any difficulties in funding such expansion through cash
    from operations, our revolving credit facility or additional
    capital, delays in the availability of network equipment and
    handsets for the AWS spectrum we acquired in Auction #66,
    or delays by existing U.S. government and other private
    sector wireless operations in clearing the 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 our senior secured
    credit facilities, indenture and any future credit agreement,
    indenture or similar instrument;
    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.    Overview
  ® TM
 24




---



##### Table of Contents



and/or
   25




---



##### Table of Contents



Results
    of Operations
  Operating
    Items
    Three Months Ended June 30,% of 2007





% of 2006


Change fromService





Service


Prior Year2007


Revenues


2006


Revenues


Dollars


PercentRevenues:Service revenues

$
350,212






$
230,786






$
119,426



51.7
%Equipment revenues


42,997







37,068







5,929



16.0
%Total revenues


393,209







267,854







125,355



46.8
%Operating expenses:Cost of service


89,622



25.6
%


60,255



26.1
%


29,367



48.7
%Cost of equipment


81,052



23.1
%


52,081



22.6
%


28,971



55.6
%Selling and marketing


46,861



13.4
%


35,942



15.6
%


10,919



30.4
%General and administrative


66,371



19.0
%


46,576



20.2
%


19,795



42.5
%Depreciation and amortization


72,415



20.7
%


53,337



23.1
%


19,078



35.8
%Impairment of indefinite-lived
    intangible assets






0.0
%


3,211



1.4
%


(3,211
)


(100
)%Total operating expenses


356,321



101.7
%


251,402



108.9
%


104,919



41.7
%Operating income

$
36,888



10.5
%

$
16,452



7.1
%

$
20,436



124.2
%   Six Months Ended June 30,% of 2007





% of 2006


Change fromService





Service


Prior Year2007


Revenues


2006


Revenues


Dollars


PercentRevenues:Service revenues

$
677,021






$
446,626






$
230,395



51.6
%Equipment revenues


105,610







87,916







17,694



20.1
%Total revenues


782,631







534,542







248,089



46.4
%Operating expenses:Cost of service


180,571



26.7
%


115,459



25.9
%


65,112



56.4
%Cost of equipment


193,534



28.6
%


110,967



24.8
%


82,567



74.4
%Selling and marketing


95,421



14.1
%


65,044



14.6
%


30,377



46.7
%General and administrative


131,570



19.4
%


96,158



21.5
%


35,412



36.8
%Depreciation and amortization


141,215



20.9
%


107,373



24.0
%


33,842



31.5
%Impairment of indefinite-lived
    intangible assets






0.0
%


3,211



0.7
%


(3,211
)


(100
)%Total operating expenses


742,311



109.6
%


498,212



111.6
%


244,099



49.0
%Net gain on sale of wireless
    licenses and disposal of operating assets


940



0.1
%






0.0
%


940



100.0
%Operating income

$
41,260



6.1
%

$
36,330



8.1
%

$
4,930



13.6
%  26




---



##### Table of Contents



Change2007


2006


Amount


PercentFor the Three Months Ended
    June 30:Gross customer additions


462,434



253,033



209,401



82.8
%Net customer additions


126,791



57,683



69,108



119.8
%Weighted average number of
    customers


2,586,900



1,790,232



796,668



44.5
%As of June 30:Total customers


2,674,963



1,836,390



838,573



45.7
%   Change2007


2006


Amount


PercentFor the Six Months Ended June
    30:Gross customer additions


1,027,489



531,403



496,086



93.4
%Net customer additions


445,137



168,092



277,045



164.8
%Weighted average number of
    customers


2,490,030



1,754,290



735,740



41.9
%   Three
    and Six Months Ended June 30, 2007 Compared to Three and
    Six Months Ended June 30, 2006
  Service
    Revenues
      Equipment
    Revenues
      Cost of
    Service
   27




---



##### Table of Contents



Cost of
    Equipment
      Selling
    and Marketing Expenses
      General
    and Administrative Expenses
      Depreciation
    and Amortization
   28




---



##### Table of Contents



Non-Operating
    Items
    Three Months Ended June 30,2007


2006


ChangeMinority interests in consolidated
    subsidiaries

$
652


$
(134
)

$
786Interest income


7,134



5,533



1,601Interest expense


(27,090
)


(8,423
)


(18,667
)Other income (expense), net






(5,918
)


5,918Income tax expense


(14,337
)






(14,337
)   Six Months Ended June 30,2007


2006


ChangeMinority interests in consolidated
    subsidiaries

$
2,172


$
(209
)

$
2,381Interest income


12,419



9,727



2,692Interest expense


(53,586
)


(15,854
)


(37,732
)Other expense, net


(637
)


(5,383
)


(4,747
)Income tax expense


(6,504
)






(6,504
)   Three
    and Six Months Ended June 30, 2007 Compared to Three and
    Six Months Ended June 30, 2006
  Minority
    Interests
    Interest
    Income
      Interest
    Expense
   29




---



##### Table of Contents



Income
    Tax Expense
         30




---



##### Table of Contents



Performance
    Measures
  Regulation S-K
     31




---



##### Table of Contents



pay-in-advance
    Three Months EndedJune 30,2007


2006ARPU

$
45.13


$
42.97CPGA

$
180


$
198CCU

$
19.55


$
19.18Churn


4.3
%


3.6
%  32




---



##### Table of Contents



Reconciliation
    of Non-GAAP Financial Measures
  Regulation S-K
    Three Months Ended June 30,2007


2006Selling and marketing expense

$
46,861


$
35,942Less share-based compensation
    expense included in selling and marketing expense


(560
)


(473
)Plus cost of equipment


81,052



52,081Less equipment revenue


(42,997
)


(37,068
)Less net loss on equipment
    transactions unrelated to initial customer acquisition


(1,080
)


(412
)Total costs used in the
    calculation of CPGA

$
83,276


$
50,070Gross customer additions


462,434



253,033CPGA

$
180


$
198     Three Months Ended June 30,2007


2006Cost of service

$
89,622


$
60,255Plus general and administrative
    expense


66,371



46,576Less share-based compensation
    expense included in cost of service and general and
    administrative expense


(5,335
)


(4,215
)Plus net loss on equipment
    transactions unrelated to initial customer acquisition


1,080



412Total costs used in the
    calculation of CCU

$
151,738


$
103,028Weighted-average number of
    customers


2,586,900



1,790,232CCU

$
19.55


$
19.18   Liquidity
    and Capital Resources
  Overview
   33




---



##### Table of Contents



Cash
    Flows
      
    During January 2007, we completed the sale of three wireless
    licenses that we were not using to offer commercial service for
    an aggregate sales price of $9.5 million.
    During March 2007, Cricket acquired the remaining 25% of the
    membership interests in ANB 1 for $4.7 million,
    following Alaska Native Broadband, LLCs exercise of its
    option to sell its entire 25% controlling interest in ANB 1
    to Cricket.
    On June 22, 2007, we purchased approximately 20% of the
    outstanding membership units of a regional wireless service
    provider for an aggregate purchase price of $13.2 million.
    During the six months ended June 30, 2007, we made
    investment purchases of $380.7 million from proceeds
    received from the issuance of our unsecured senior notes, offset
    by sales or maturities of investments of $91.4 million.
    During the six months ended June 30, 2007, we and our
    consolidated joint ventures purchased $237.9 million of
    property and equipment for the build-out of our new markets and
    the expansion and improvement of our existing markets.    
    During the six months ended June 30, 2007, we issued an
    additional $350 million of unsecured senior notes at an
    issue price of 106% of the principal amount, which resulted in
    gross proceeds of $371 million, offset by payments of
    $4.5 million on our $895.5 million term loan.
    During the six months ended June 30, 2007, we issued common
    stock upon the exercise of stock options held by our employees
    and upon employee purchases of common stock under our Employee
    Stock Purchase Plan, resulting in aggregate net proceeds of
    $7.6 million.  Senior
    Secured Credit Facilities
   34




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Senior
    Notes
         35




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90-day 90-day
  System
    Equipment Purchase Agreements
  and/or
  and/or
  Capital
    Expenditures and Other Asset Acquisitions and
    Dispositions
  Capital
    Expenditures
        Other
    Acquisitions and Dispositions
     36




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Off-Balance
    Sheet Arrangements
    Recent
    Accounting Pronouncements
      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
   37




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Rule 13a-15(b), Form 10-Q, Rule 13a-15(e)
  (b) Changes
    in Internal Control over Financial Reporting
    Item 4T.
    Controls
    and Procedures.   38




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PART II



OTHER
    INFORMATION  Item 1.
    Legal
    Proceedings.  Form 10-K Form 10-Q
  Patent
    Litigation
  Method for
    Providing Wireless Communication Services and Network and System
    for Delivering Same,
   39




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Mobile
    Entertainment and Communication Device. System for Controlling the
    Supply of Utility Services to Consumers
    American
    Wireless Group
  and/or
  and/or
 40




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Other
    Item 1A.
    Risk
    Factors.  Form 10-Q
  
    the Risk Factor entitled If We Experience High Rates of
    Customer Turnover, Our Ability to Remain Profitable Will
    Decrease, which has been updated to reflect additional
    risks related to customer churn;
    the Risk Factor entitled We Face Increasing Competition
    Which Could Have a Material Adverse Effect on Demand for the
    Cricket Service, which has been updated to reflect current
    competitive pressures that we face;
    the Risk Factor entitled System Failures Could Result in
    Higher Churn, Reduced Revenue and Increased Costs, and Could
    Harm Our Reputation, which has been updated to reflect
    risks related to possible system failures to certain ancillary
    systems supporting our business;
    the Risk Factor entitled We May Not Be Successful in
    Protecting and Enforcing Our Intellectual Property Rights,
    which has been updated to reflect the current status of certain
    litigation in which we are involved;
    the Risk Factor entitled We and Our Suppliers May Be
    Subject to Claims of Infringement Regarding Telecommunications
    Technologies That Are Protected By Patents and Other
    Intellectual Property Rights, which has been updated to
    reflect additional risks related to potential infringement
    claims that could be made against our suppliers as well as
    recent patent lawsuits which have been filed against us;
    the Risk Factor below entitled Regulation by Government
    Agencies May Increase Our Costs of Providing Service or Require
    Us to Change Our Services, which has been updated to
    reflect risks associated with a recent order issued by the
    FCC; and
    the Risk Factor below entitled Our Stock Price May Be
    Volatile, and You May Lose All or Some of Your Investment,
    which has been updated to reflect additional risks related to
    ownership of our stock.  Risks
    Related to Our Business and Industry
  We Have
    Experienced Net Losses, and We May Not Be Profitable in the
    Future.
   41




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We May
    Not Be Successful in Increasing Our Customer Base Which Would
    Negatively Affect Our Business Plans and Financial
    Outlook.
  quarter-by-quarter
  If We
    Experience High Rates of Customer Turnover, Our Ability to
    Remain Profitable Will Decrease.
    We Have
    Made Significant Investment, and Will Continue to Invest, in
    Joint Ventures That We Do Not Control.
   42




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We Face
    Increasing Competition Which Could Have a Material Adverse
    Effect on Demand for the Cricket Service.
    and/or
     43




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and/or
    We May Be
    Unable to Obtain the Roaming Services We Need From Other
    Carriers to Remain Competitive.
    Our
    Business and Stock Price May Be Adversely Affected If Our
    Internal Controls Are Not Effective
    Our
    Primary Business Strategy May Not Succeed in the Long
    Term.
   44




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We Expect
    to Incur Substantial Costs in Connection With the Build-Out of
    Our New Markets, and Any Delays or Cost Increases in the
    Build-Out of Our New Markets Could Adversely Affect Our
    Business.
    and/or
      If We Are
    Unable to Manage Our Planned Growth, Our Operations Could Be
    Adversely Impacted.
   45




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Our
    Significant Indebtedness Could Adversely Affect Our Financial
    Health and Prevent Us From Fulfilling Our Obligations.
    
    make it more difficult for us to satisfy our debt obligations;
    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, building out
    our network, 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;
    place us at a disadvantage compared to our competitors that have
    less indebtedness; and
    expose us to higher interest expense in the event of increases
    in interest rates because indebtedness under our senior secured
    credit facility bears interest at a variable rate.    Despite
    Current Indebtedness Levels, We May Incur Substantially More
    Indebtedness. This Could Further Increase The Risks Associated
    With Our Leverage.
   46




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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 May Be
    Unable to Refinance Our Indebtedness.
    Covenants
    in Our Existing Indenture and Credit Agreement 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.   47




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Rises in
    Interest Rates Could Adversely Affect Our Financial
    Condition.
    The
    Wireless Industry is Experiencing Rapid Technological Change,
    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.
      Risks
    Associated With Wireless Handsets Could Pose Product Liability,
    Health and Safety Risks That Could Adversely Affect Our
    Business.
   48




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We Rely
    Heavily on Third Parties to Provide Specialized Services; a
    Failure by Such Parties to Provide the Agreed Upon Services
    Could Materially Adversely Affect Our Business, Results of
    Operations and Financial Condition.
    System
    Failures Could Result in Higher Churn, Reduced Revenue and
    Increased Costs, and Could Harm Our Reputation.
   49




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We May
    Not Be Successful in Protecting and Enforcing Our Intellectual
    Property Rights.
    Method for Providing Wireless Communication Services
    and Network and System for Delivering Same,
  Operations Method for Providing Wireless Communication
    Services and Network and System for Delivering
 50




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We and
    Our Suppliers May Be Subject to Claims of Infringement Regarding
    Telecommunications Technologies That Are Protected By Patents
    and Other Intellectual Property Rights.
    Mobile Entertainment and
    Communication Device System for Controlling the
    Supply of Utility Services to Consumers
 51




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Regulation
    by Government Agencies May Increase Our Costs of Providing
    Service or Require Us to Change Our Services.
  back-up
     52




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If Call
    Volume Under Our Cricket and Jump Mobile Services Exceeds Our
    Expectations, Our Costs of Providing Service Could Increase,
    Which Could Have a Material Adverse Effect on Our Competitive
    Position.
    We May Be
    Unable to Acquire Additional Spectrum in the Future at a
    Reasonable Cost or on a Timely Basis.
    Our
    Wireless Licenses are Subject to Renewal and Potential
    Revocation in the Event that We Violate Applicable
    Laws.
  15-year
  Future
    Declines in the Fair Value of Our Wireless Licenses Could Result
    in Future Impairment Charges.
  90-7, SOP 90-7,
 53




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##### Table of Contents




    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.      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.
     54




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If We
    Experience High Rates of Credit Card, Subscription or Dealer
    Fraud, Our Ability to Generate Cash Flow Will
    Decrease.
    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;
    significant developments with respect to our intellectual
    property or related litigation;
    the announcements and bidding of 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; and
    market conditions in our industry and the economy as a whole.  The
    16,460,077 Shares of Leap Common Stock Registered for
    Resale By Our Shelf Registration Statement May Adversely Affect
    The Market Price of Leaps Common Stock.
    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s Common Stock.
     55




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Our
    Directors and Affiliated Entities Have Substantial Influence
    over Our Affairs.
    Provisions
    in Our Amended and Restated Certificate of Incorporation and
    Bylaws or Delaware Law Might Discourage, Delay or Prevent a
    Change in Control of Our Company or Changes in Our Management
    and, Therefore, Depress The Trading Price of Our 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.   56




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##### Table of Contents



Item 3.
    Defaults
    Upon Senior Securities.    Item 4.
    Submission
    of Matters to a Vote of Security Holders.      For


WithheldJames D. Dondero


44,559,453



13,779,572John D. Harkey, Jr.


57,502,186



1,836,839S. Douglas Hutcheson


59,130,106



208,919Robert V. LaPenta


36,511,645



22,827,380Mark H. Rachesky, M.D.


57,541,731



1,797,294Michael B. Targoff


45,140,681



14,198,344       For

Against

Abstentions

Broker Non-Votes45,394,691

6,991,630

24,664

6,929,040       For

Against

Abstentions58,322,544


988,274



28,207       For

Against

Abstentions57,549,145


1,763,193



26,687     Item 5.
    Other
    Information.   57




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Item 6.
    Exhibits.  Index to Exhibits:
  ExhibitNumber

Description of Exhibit4
.7(1)

Registration Rights Agreement,
    dated as of June 6, 2007, by and among Cricket
    Communications, Inc., the Guarantors (as defined therein),
    Citigroup Global Markets Inc., Goldman, Sachs & Co.
    and Deutsche Bank Securities Inc., as representatives of the
    Initial Purchasers named therein.10
.11.20*

Second Amendment to the Leap
    Wireless International, Inc. 2004 Stock Option, Restricted Stock
    and Deferred Stock Unit Plan.10
.14(2)

Leap Wireless International, Inc.
    Executive Incentive Bonus Plan.10
.15*

System Equipment Purchase
    Agreement, dated as of June 11, 2007, by and among Cricket
    Communications, Inc., Alaska Native Broadband 1 License LLC and
    Nortel Networks Inc.10
.16*

System Equipment Purchase
    Agreement, dated as of June 14, 2007, by and among Cricket
    Communications, Inc., Alaska Native Broadband 1 License LLC and
    Lucent Technologies, Inc.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**


Certifications of Chief Executive
    Officer and Chief Financial Officer pursuant to Section 906
    of the Sarbanes-Oxley Act of 2002.     *
    
    Filed herewith.**
    
    These certifications are being furnished solely to accompany
    this quarterly report pursuant to 18 U.S.C. § 1350,
    and are not being filed for purposes of Section 18 of the
    Securities Exchange Act of 1934, as amended, and are 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.
    
    Portions of this exhibit (indicated by asterisks) have been
    omitted pursuant to a request for confidential treatment
    pursuant to
    Rule 24b-2
    under Securities Exchange Act of 1934.  (1)
    
    Filed as an exhibit to Leaps Current Report on
    Form 8-K,
    dated June 6, 2007, filed with the SEC on June 6, 2007
    and incorporated herein by reference.(2)
    
    Filed as Appendix B to Leaps Definitive Proxy
    Statement filed with the SEC on April 6, 2007 and
    incorporated herein by reference. 58




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SIGNATURES
      Date: August 9, 2007

By: /s/  S.
    Douglas
    HutchesonS.
    Douglas Hutcheson
    Chief Executive Officer and President
    (Principal Executive Officer)Date: August 9, 2007

By: /s/  Amin
    I. KhalifaAmin
    I. Khalifa
    Executive Vice President and
    Chief Financial Officer
    (Principal Financial Officer)  59