##### 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
    March 31, 2008ORo

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 report)
  þ o
  Rule 12b-2
  Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller
    reporting
    company o (Do not check if a smaller
    reporting company)
  Rule 12b-2 o þ
  þ o




---



##### 





LEAP
    WIRELESS INTERNATIONAL, INC.
    QUARTERLY REPORT ON
    FORM 10-Q
    For the Quarter Ended March 31, 2008
    TABLE OF CONTENTS
   
 PagePART I  FINANCIAL
    INFORMATIONItem 1.


Financial  Statements


1Item 2.


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


29Item 3.


Quantitative and Qualitative Disclosures About Market Risk


46Item 4.


Controls and Procedures


47Item 4T.


Controls and Procedures


48PART II  OTHER INFORMATIONItem 1.


Legal Proceedings


49Item 1A.


Risk Factors


52Item 2.


Unregistered Sales of Equity Securities and Use of Proceeds


70Item 3.


Defaults Upon Senior Securities


70Item 4.


Submission of Matters to a Vote of Security Holders


70Item 5.


Other Information


70Item 6.


Exhibits


70EXHIBIT 31EXHIBIT 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)
  March 31,


December 31,2008


2007(Unaudited)AssetsCash and cash equivalents

$
437,184


$
433,337Short-term investments


71,556



179,233Restricted cash, cash equivalents and short-term investments


9,997



15,550Inventories


71,873



65,208Other current assets


113,853



38,099Total current assets


704,463



731,427Property and equipment, net


1,389,866



1,316,657Wireless licenses


1,860,414



1,866,353Assets held for sale


6,816



Goodwill


425,782



425,782Other intangible assets, net


37,670



46,102Other assets


49,333



46,677Total assets

$
4,474,344


$
4,432,998Liabilities and Stockholders EquityAccounts payable and accrued liabilities

$
225,371


$
225,735Current maturities of long-term debt


11,500



10,500Other current liabilities


155,195



114,808Total current liabilities


392,066



351,043Long-term debt


2,030,150



2,033,902Deferred tax liabilities


191,924



182,835Other long-term liabilities


96,764



90,172Total liabilities


2,710,904



2,657,952Minority interests


51,547



50,724Commitments and contingencies (Note 8)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, 68,976,443 and 68,674,435 shares
    issued and outstanding at March 31, 2008 and
    December 31, 2007, respectively


7



7Additional paid-in capital


1,821,205



1,808,689Accumulated deficit


(93,843
)


(75,699
)Accumulated other comprehensive loss


(15,476
)


(8,675
)Total stockholders equity


1,711,893



1,724,322Total liabilities and stockholders equity

$
4,474,344


$
4,432,998    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 EndedMarch 31,2008


2007Revenues:Service revenues

$
398,929


$
321,691Equipment revenues


69,455



71,734Total revenues


468,384



393,425Operating expenses:Cost of service (exclusive of items shown separately below)


(111,170
)


(90,440
)Cost of equipment


(114,221
)


(122,665
)Selling and marketing


(58,100
)


(48,769
)General and administrative


(75,907
)


(65,234
)Depreciation and amortization


(82,639
)


(68,800
)Total operating expenses


(442,037
)


(395,908
)Gain (loss) on sale or disposal of assets


(291
)


940Operating income (loss)


26,056



(1,543
)Minority interests in consolidated subsidiaries


(823
)


1,579Equity in net loss of investee


(1,062
)


Interest income


4,781



5,285Interest expense


(33,357
)


(26,496
)Other expense, net


(4,036
)


(637
)Loss before income taxes


(8,441
)


(21,812
)Income tax expense


(9,703
)


(2,412
)Net loss

$
(18,144
)

$
(24,224
)Loss per share:Basic

$
(0.27
)

$
(0.36
)Diluted

$
(0.27
)

$
(0.36
)Shares used in per share calculations:Basic


67,529



66,870Diluted


67,529



66,870    2




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##### Table of Contents



LEAP
    WIRELESS INTERNATIONAL, INC.
  CONDENSED
    CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited
    and in thousands)
  Three Months EndedMarch 31,2008


2007Operating activities:Net cash provided by operating activities

$
135,680


$
5,122Investing activities:Purchases of property and equipment


(157,237
)


(133,295
)Change in prepayments for purchases of property and equipment


(2,601
)


7,409Purchases of and deposits for wireless licenses and spectrum
    clearing costs


(70,877
)


(423
)Proceeds from sale of wireless licenses and operating assets






9,500Purchases of investments


(19,744
)


(42,727
)Sales and maturities of investments


124,341



84,293Purchase of minority interest






(4,706
)Purchase of membership units


(1,033
)


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


(251
)


1,102Net cash used in investing activities


(127,402
)


(78,847
)Financing activities:Principal payments on capital lease obligations


(4,794
)


Repayment of long-term debt


(2,250
)


(2,250
)Payment of debt issuance costs


(364
)


(881
)Proceeds from issuance of common stock, net


2,977



4,365Net cash provided by (used in) financing activities


(4,431
)


1,234Net increase (decrease) in cash and cash equivalents


3,847



(72,491
)Cash and cash equivalents at beginning of period


433,337



372,812Cash and cash equivalents at end of period

$
437,184


$
300,321Supplementary disclosure of cash flow information:Cash paid for interest

$
19,767


$
18,373Cash paid for income taxes

$
52


$
332    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 out-of-period
     4




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##### Table of Contents



Revenues
  month-to-month
  No. 00-21, (EITF 00-21) EITF 00-21, EITF 00-21
      and/or
    Costs
    and Expenses
    Cost of Service.
 5




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##### Table of Contents



Cost of Equipment.
  Selling and Marketing.
  General and Administrative.
  Cash
    and Cash Equivalents
    Short-Term
    Investments
    available-for-sale available-for-sale other-than-temporary,
  Fair
    Value of Financial Instruments
   6




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##### Table of Contents



Property
    and Equipment
      DepreciableLifeNetwork equipment:Switches


10Switch power equipment


15Cell site equipment, and site acquisitions and 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
    Wireless
    Licenses
   7




---



##### Table of Contents



and/or
  Investments
    in Other Entities
    other-than-temporary
  Concentrations
      Share-Based
    Compensation
   8




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##### Table of Contents



Three Months Ended March 31,2008


2007Cost of service

$
903


$
679Selling and marketing expenses


1,356



1,001General and administrative expenses


7,443



7,063Share-based compensation expense

$
9,702


$
8,743Share-based compensation expense per share:Basic

$
0.14


$
0.13Diluted

$
0.14


$
0.13   Income
    Taxes
  year-to-date
      No. 90-7, (SOP 90-7),
 9




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##### Table of Contents



Comprehensive
    Loss
    Three MonthsEnded March 31,2008


2007Net loss

$
(18,144
)

$
(24,224
)Other comprehensive loss:Net unrealized holding gains (losses) on investments, net of tax


91



(27
)Unrealized losses on interest rate swaps


(6,892
)


(1,194
)Comprehensive loss

$
(24,945
)

$
(25,445
)     March 31,


December 31,2008


2007Net unrealized holding losses on investments, net of tax

$
(1,366
)

$
(1,457
)Unrealized losses on interest rate swaps


(14,110
)


(7,218
)Accumulated other comprehensive loss

$
(15,476
)

$
(8,675
)   Recent
    Accounting Pronouncements
     10




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##### Table of Contents



Note 3.
    Supplementary
    Balance Sheet Information (in thousands): March 31,


December 31,2008


2007Other current assets:Accounts receivable, net(1)

$
20,462


$
21,158Prepaid expenses


22,436



16,076Deposits(2)


70,370



Other


585



865$
113,853


$
38,099Property and equipment, net(3):Network equipment

$
1,563,336


$
1,421,648Computer equipment and other


190,615



184,224Construction-in-progress


335,698



341,7422,089,649



1,947,614Accumulated depreciation


(699,783
)


(630,957
)$
1,389,866


$
1,316,657Accounts payable and accrued liabilities:Trade accounts payable

$
106,365


$
109,781Accrued payroll and related benefits


35,496



41,048Other accrued liabilities


83,510



74,906$
225,371


$
225,735Other current liabilities:Deferred service revenue(4)

$
52,041


$
45,387Deferred equipment revenue(5)


17,530



14,615Accrued sales, telecommunications, property and other taxes
    payable


21,303



20,903Accrued interest


44,573



18,508Other


19,748



15,395$
155,195


$
114,808    (1)
    
    Accounts receivable consists primarily of amounts billed to
    third-party dealers for handsets and accessories.(2)
    
    Deposits consists primarily of $70.0 million deposited with
    the FCC in early January 2008 in connection with the
    Companys participation in Auction #73, all of which
    was returned to the Company in April 2008.(3)
    
    As of March 31, 2008 and December 31, 2007,
    approximately $49.5 million of gross assets were held by
    the Company under capital lease arrangements. Accumulated
    amortization relating to these assets totaled $8.9 million
    and $5.6 million as of March 31, 2008 and
    December 31, 2007, respectively.(4)
    
    Deferred service revenue consists primarily of cash received
    from customers in advance of their service period.(5)
    
    Deferred equipment revenue relates to handsets and accessories
    sold to third-party dealers. 11




---



##### Table of Contents



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 does not have Level 1 assets or
    liabilities as of March 31, 2008.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 include its
    cash equivalents, its short-term investments in obligations of
    the U.S. government and investment grade fixed-income securities
    that are guaranteed by U.S. government agencies, a majority of
    its short-term investments in commercial paper and 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, as well as instruments for
    which the determination of fair value requires significant
    management judgment or estimation. The Companys
    Level 3 assets include certain of its short-term
    investments in asset-backed commercial paper.  12




---



##### Table of Contents



At Fair Value as of March 31, 2008Level 1


Level 2


Level 3


Total(In thousands)Assets:Cash equivalents

$



$
226,902


$



$
226,902Short-term investments






69,678



11,875



81,553Total

$



$
296,580


$
11,875


$
308,455Liabilities:Interest rate swaps

$



$
14,110


$



$
14,110Total

$



$
14,110


$



$
14,110     Level 3 Assets as ofMarch 31, 2008(In thousands)Beginning balance

$
16,200Total gains (losses) (realized/unrealized):Included in earnings


(4,325
)Included in other comprehensive income


Purchases, issuances and settlements


Transfers in (out) of Level 3


Ending balance

$
11,875     Cash
    Equivalents and Short-Term Investments
    other-than-temporary
 13




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##### Table of Contents



other-than-temporary
  Interest
    Rate Swaps
    Long-Term
    Debt
    Note 6.
    Long-Term
    Debt    March 31,


December 31,2008


2007Term loans under senior secured credit facilities

$
924,250


$
926,500Unamortized deferred lender fees


(1,856
)


(1,898
)Senior notes


1,100,000



1,100,000Unamortized premium on senior notes


19,256



19,8002,041,650



2,044,402Current maturities of long-term debt


(11,500
)


(10,500
)$
2,030,150


$
2,033,902   Senior
    Secured Credit Facilities
  Cricket
    Communications
     14




---



##### Table of Contents



LCW
    Operations
   15




---



##### Table of Contents



Senior
    Notes
         16




---



##### Table of Contents



90-day 90-day
  Note 7.
    Significant
    Acquisitions and Dispositions      Note 8.
    Commitments
    and Contingencies  Patent
    Litigation
   17




---



##### Table of Contents



18




---



##### Table of Contents



American
    Wireless Group
   19




---



##### Table of Contents



and/or
  and/or
    Securities
    Litigation
  and/or
  Rule 10b-5,
 20




---



##### Table of Contents



class-wide
    Other
    Litigation
    Spectrum
    Clearing Obligations
  and/or
  FCC
    Hurricane Katrina Order
  back-up
 21




---



##### Table of Contents



System
    Equipment Purchase Agreements
  and/or
  Outstanding
    Letters of Credit and Surety Bonds
      Note 9.
    Guarantor
    Financial Information       22




---



##### Table of Contents



Condensed
    Consolidating Balance Sheet as of March 31, 2008 (unaudited
    and in thousands):
  ConsolidatingGuarantor











andParent


Issuing


Guarantor


Non-Guarantor


EliminatingCompany


Subsidiary


Subsidiaries


Subsidiaries


Adjustments


ConsolidatedAssetsCash and cash equivalents

$



$
419,440


$



$
17,744


$



$
437,184Short-term investments






59,906







11,650







71,556Restricted cash, cash equivalents and short-term investments


1,794



7,828







375







9,997Inventories






71,029







844







71,873Other current assets


41



112,842







970







113,853Total current assets


1,835



671,045







31,583







704,463Property and equipment, net


18



1,287,044







106,437



(3,633
)


1,389,866Investments in and advances to affiliates and consolidated
    subsidiaries


1,717,517



1,954,508



229,132



10,572



(3,911,729
)


Wireless licenses






18,533



1,513,649



328,232







1,860,414Assets held for sale










6,816











6,816Goodwill






425,782















425,782Other intangible assets, net






37,582







88







37,670Other assets


43



47,137







2,153







49,333Total assets

$
1,719,413


$
4,441,631


$
1,749,597


$
479,065


$
(3,915,362
)

$
4,474,344Liabilities and Stockholders EquityAccounts payable and accrued liabilities

$
500


$
193,731


$



$
31,140


$



$
225,371Current maturities of long-term debt






9,000







2,500







11,500Intercompany payables


7,020



239,703



315



3,208



(250,246
)


Other current liabilities






152,320







2,875







155,195Total current liabilities


7,520



594,754



315



39,723



(250,246
)


392,066Long-term debt






1,992,650







319,698



(282,198
)


2,030,150Deferred tax liabilities






20,380



171,544











191,924Other long-term liabilities






94,804







1,960







96,764Total liabilities


7,520



2,702,588



171,859



361,381



(532,444
)


2,710,904Minority interests






21,526











30,021



51,547Membership units subject to repurchase














38,834



(38,834
)


Stockholders equity


1,711,893



1,717,517



1,577,738



78,850



(3,374,105
)


1,711,893Total liabilities and stockholders equity

$
1,719,413


$
4,441,631


$
1,749,597


$
479,065


$
(3,915,362
)

$
4,474,344  23




---



##### Table of Contents



Condensed
    Consolidating Balance Sheet as of December 31, 2007 (in
    thousands):
  ConsolidatingGuarantor











andParent


Issuing


Guarantor


Non-Guarantor


EliminatingCompany


Subsidiary


Subsidiaries


Subsidiaries


Adjustments


ConsolidatedAssetsCash and cash equivalents

$
62


$
399,153


$



$
34,122


$



$
433,337Short-term investments






163,258







15,975







179,233Restricted cash, cash equivalents and short-term investments


7,671



7,504







375







15,550Inventories






64,583







625







65,208Other current assets


102



37,201







796







38,099Total current assets


7,835



671,699







51,893







731,427Property and equipment, net


30



1,254,856







66,901



(5,130
)


1,316,657Investments in and advances to affiliates and consolidated
    subsidiaries


1,728,602



1,903,009



173,922



5,325



(3,810,858
)


Wireless licenses






18,533



1,519,638



328,182







1,866,353Goodwill






425,782















425,782Other intangible assets, net






45,948







154







46,102Deposits for wireless licenses






















Other assets


41



44,464







2,172







46,677Total assets

$
1,736,508


$
4,364,291


$
1,693,560


$
454,627


$
(3,815,988
)

$
4,432,998Liabilities and Stockholders EquityAccounts payable and accrued liabilities

$
6,459


$
210,707


$
7


$
8,562


$



$
225,735Current maturities of long-term debt






9,000







1,500







10,500Intercompany payables


5,727



179,248



726



2,986



(188,687
)


Other current liabilities






112,626







2,182







114,808Total current liabilities


12,186



511,581



733



15,230



(188,687
)


351,043Long-term debt






1,995,402







311,052



(272,552
)


2,033,902Deferred tax liabilities






19,606



163,229











182,835Other long-term liabilities






88,570







1,602







90,172Total liabilities


12,186



2,615,159



163,962



327,884



(461,239
)


2,657,952Minority interests






20,530











30,194



50,724Membership units subject to repurchase














37,879



(37,879
)


Stockholders equity


1,724,322



1,728,602



1,529,598



88,864



(3,347,064
)


1,724,322Total liabilities and stockholders equity

$
1,736,508


$
4,364,291


$
1,693,560


$
454,627


$
(3,815,988
)

$
4,432,998  24




---



##### Table of Contents



Condensed
    Consolidating Statement of Operations for the Three Months Ended
    March 31, 2008 (unaudited and in thousands):
  ConsolidatingGuarantor











andParent


Issuing


Guarantor


Non-Guarantor


EliminatingCompany


Subsidiary


Subsidiaries


Subsidiaries


Adjustments


ConsolidatedRevenues:Service revenues

$



$
386,898


$



$
12,031


$



$
398,929Equipment revenues






68,350







1,105







69,455Other revenues










17,171







(17,171
)


Total revenues






455,248



17,171



13,136



(17,171
)


468,384Operating expenses:Cost of service (exclusive of items shown separately below)






(122,959
)






(5,284
)


17,073



(111,170
)Cost of equipment






(111,411
)






(2,810
)






(114,221
)Selling and marketing






(55,414
)






(2,686
)






(58,100
)General and administrative


(1,399
)


(71,186
)


(247
)


(3,173
)


98



(75,907
)Depreciation and amortization


(11
)


(80,483
)






(2,145
)






(82,639
)Total operating expenses


(1,410
)


(441,453
)


(247
)


(16,098
)


17,171



(442,037
)Loss on sale or disposal of assets






(291
)














(291
)Operating income (loss)


(1,410
)


13,504



16,924



(2,962
)






26,056Minority interests in consolidated subsidiaries






(996
)










173



(823
)Equity in net loss of consolidated subsidiaries


(16,816
)


(708
)










17,524



Equity in net loss of investee






(1,062
)














(1,062
)Interest income


7



14,243







1,098



(10,567
)


4,781Interest expense






(34,449
)






(8,150
)


9,242



(33,357
)Other income (expense), net


75



(4,111
)














(4,036
)Income (loss) before income taxes


(18,144
)


(13,579
)


16,924



(10,014
)


16,372



(8,441
)Income tax expense






(3,237
)


(6,466
)










(9,703
)Net income (loss)

$
(18,144
)

$
(16,816
)

$
10,458


$
(10,014
)

$
16,372


$
(18,144
)  25




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##### Table of Contents



Condensed
    Consolidating Statement of Operations for the Three Months Ended
    March 31, 2007 (unaudited and in thousands):
  ConsolidatingGuarantor











andParent


Issuing


Guarantor


Non-Guarantor


EliminatingCompany


Subsidiary


Subsidiaries


Subsidiaries


Adjustments


ConsolidatedRevenues:Service revenues

$



$
287,945


$
28,186


$
5,560


$



$
321,691Equipment revenues






79,447



4,512



1,496



(13,721
)


71,734Other revenues






13



13,028







(13,041
)


Total revenues






367,405



45,726



7,056



(26,762
)


393,425Operating expenses:Cost of service (exclusive of items shown separately below)






(88,049
)


(12,346
)


(3,073
)


13,028



(90,440
)Cost of equipment






(120,627
)


(10,897
)


(4,862
)


13,721



(122,665
)Selling and marketing


(8
)


(39,762
)


(6,597
)


(2,402
)






(48,769
)General and administrative


(321
)


(55,029
)


(8,714
)


(1,183
)


13



(65,234
)Depreciation and amortization






(60,887
)


(6,006
)


(1,907
)






(68,800
)Total operating expenses


(329
)


(364,354
)


(44,560
)


(13,427
)


26,762



(395,908
)Gain (loss) on sale or disposal of assets






(311
)


1,251











940Operating income (loss)


(329
)


2,740



2,417



(6,371
)






(1,543
)Minority interests in consolidated subsidiaries






(180
)










1,759



1,579Equity in net loss of consolidated subsidiaries


(23,905
)


(24,797
)










48,702



Interest income


10



21,179



176



376



(16,456
)


5,285Interest expense






(25,410
)


(8,331
)


(9,211
)


16,456



(26,496
)Other expense, net






(625
)


(12
)










(637
)Loss before income taxes


(24,224
)


(27,093
)


(5,750
)


(15,206
)


50,461



(21,812
)Income tax (expense) benefit






3,188



(5,600
)










(2,412
)Net loss

$
(24,224
)

$
(23,905
)

$
(11,350
)

$
(15,206
)

$
50,461


$
(24,224
)  26




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##### Table of Contents



Condensed
    Consolidating Statement of Cash Flows for the Three Months Ended
    March 31, 2008 (unaudited and in thousands):
  ConsolidatingGuarantor











andParent


Issuing


Guarantor


Non-Guarantor


EliminatingCompany


Subsidiary


Subsidiaries


Subsidiaries


Adjustments


ConsolidatedOperating activities:Net cash provided by operating activities

$
513


$
111,533


$
805


$
22,829


$



$
135,680Investing activities:Purchases of and changes in prepayments for property and
    equipment






(120,681
)






(39,157
)






(159,838
)Purchases of and deposits for wireless licenses and spectrum
    clearing costs






(70,022
)


(805
)


(50
)






(70,877
)Purchases of investments






(19,744
)














(19,744
)Sales and maturities of investments






124,341















124,341Investments in and advances to affiliates and consolidated
    subsidiaries


(2,977
)














2,977



Purchase of membership units






(1,033
)














(1,033
)Other


(575
)


324















(251
)Net cash used in investing activities


(3,552
)


(86,815
)


(805
)


(39,207
)


2,977



(127,402
)Financing activities:Principal payments on capital lease obligations






(4,794
)














(4,794
)Repayment of long-term debt






(2,250
)














(2,250
)Payment of debt issuance costs






(364
)














(364
)Capital contributions, net


2,977



2,977











(2,977
)


2,977Net cash provided by (used in) financing activities


2,977



(4,431
)










(2,977
)


(4,431
)Net increase (decrease) in cash and cash equivalents


(62
)


20,287







(16,378
)






3,847Cash and cash equivalents at beginning of period


62



399,153







34,122







433,337Cash and cash equivalents at end of period

$



$
419,440


$



$
17,744


$



$
437,184  27




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##### Table of Contents



Condensed
    Consolidating Statement of Cash Flows for the Three Months Ended
    March 31, 2007 (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

$
(1,322
)

$
33,316


$
(9,840
)

$
(17,032
)

$



$
5,122Investing activities:Purchases of and changes in prepayments for property and
    equipment






(115,436
)


(3,288
)


(7,162
)






(125,886
)Purchases of and deposits for wireless licenses










(254
)


(169
)






(423
)Proceeds from sale of wireless licenses










9,500











9,500Purchases of investments






(42,727
)














(42,727
)Sales and maturities of investments






84,293















84,293Investments in and advances to affiliates and consolidated
    subsidiaries


(4,365
)


(4,706
)










4,365



(4,706
)Other


1,250



(2
)


(146
)










1,102Net cash provided by (used in) investing activities


(3,115
)


(78,578
)


5,812



(7,331
)


4,365



(78,847
)Financing activities:Issuance of related party debt






(17,000
)










17,000



Proceeds from related party debt










15,000



2,000



(17,000
)


Repayment of long-term debt






(2,250
)














(2,250
)Payment of debt issuance costs






(873
)






(8
)






(881
)Capital contributions, net






4,365











(4,365
)


Proceeds from issuance of common stock, net


4,365



















4,365Net cash provided by (used in) financing activities


4,365



(15,758
)


15,000



1,992



(4,365
)


1,234Net increase (decrease) in cash and cash equivalents


(72
)


(61,020
)


10,972



(22,371
)






(72,491
)Cash and cash equivalents at beginning of period


206



316,398



12,842



43,366







372,812Cash and cash equivalents at end of period

$
134


$
255,378


$
23,814


$
20,995


$



$
300,321  28




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##### 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. Leap, Cricket 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 2008 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, including interest rates,
    consumer credit conditions, unemployment and other
    macro-economic factors that could adversely affect the demand
    for the services we provide;
    the impact of competitors initiatives;
    our ability to successfully implement product offerings and
    execute effectively on our planned coverage expansion, launches
    of markets we acquired in the Federal Communications
    Commissions, or FCCs, auction for Advanced Wireless
    Services, or Auction #66, expansion of our mobile broadband
    product offering and 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 in our market expansion plans, including delays resulting
    from any difficulties in funding such expansion through our
    existing cash, cash generated from operations or additional
    capital, or 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 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.   29




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##### Table of Contents



Overview
  Company
    Overview
  ®
      and/or
   30




---



##### Table of Contents



®
  and/or
       31




---



##### Table of Contents



Results
    of Operations
  Operating
    Items
    Three Months Ended March 31,% of 2008





% of 2007


Change fromService





Service


Prior Year2008


Revenues


2007


Revenues


Dollars


PercentRevenues:Service revenues

$
398,929






$
321,691






$
77,238



24.0
%Equipment revenues


69,455







71,734







(2,279
)


(3.2
)%Total revenues


468,384







393,425







74,959



19.1
%Operating expenses:Cost of service


111,170



27.9
%


90,440



28.1
%


20,730



22.9
%Cost of equipment


114,221



28.6
%


122,665



38.1
%


(8,444
)


(6.9
%)Selling and marketing


58,100



14.6
%


48,769



15.2
%


9,331



19.1
%General and administrative


75,907



19.0
%


65,234



20.3
%


10,673



16.4
%Depreciation and amortization


82,639



20.7
%


68,800



21.4
%


13,839



20.1
%Total operating expenses


442,037



110.8
%


395,908



123.1
%


46,129



11.7
%Gain (loss) on sale or disposal of assets


(291
)


(0.1
)%


940



0.3
%


(1,231
)


(131.0
)%Operating income (loss)

$
26,056



6.5
%

$
(1,543
)


(0.5
)%

$
27,599



1,788.7
%  32




---



##### Table of Contents



ChangeFor the Three Months Ended March 31:

2008


2007


Amount


PercentGross customer additions


550,520



565,055



(14,535
)


(2.6
)%Net customer additions


230,062



318,346



(88,284
)


(27.7
)%Weighted-average number of customers


2,956,477



2,393,161



563,316



23.5
%As of March 31:Total customers


3,093,581



2,548,172



545,409



21.4
%   Three
    Months Ended March 31, 2008 Compared to Three Months Ended
    March 31, 2007
  Service
    Revenues
    Equipment
    Revenues
    Cost of
    Service
    Cost of
    Equipment
    Selling
    and Marketing Expenses
    General
    and Administrative Expenses
   33




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##### Table of Contents



Depreciation
    and Amortization
    Non-Operating
    Items
    Three Months Ended March 31,2008


2007


ChangeMinority interests in consolidated subsidiaries

$
(823
)

$
1,579


$
(2,402
)Equity in net loss of investee


(1,062
)






(1,062
)Interest income


4,781



5,285



(504
)Interest expense


(33,357
)


(26,496
)


(6,861
)Other expense, net


(4,036
)


(637
)


(3,399
)Income tax expense


(9,703
)


(2,412
)


(7,291
)   Three
    Months March 31, 2008 Compared to Three Months Ended
    March 31, 2007
  Minority
    Interests in Consolidated Subsidiaries
    Equity in
    Net Loss of Investee
    Interest
    Income
    Interest
    Expense
   34




---



##### Table of Contents



Other
    Expense, Net
    Income
    Tax Expense
          No. 90-7,
 35




---



##### Table of Contents



Performance
    Measures
  Regulation S-K
     36




---



##### Table of Contents



pay-in-advance
    Three Months EndedMarch 31,2008


2007ARPU

$
44.98


$
44.81CPGA

$
159


$
166CCU

$
21.73


$
21.27Churn


3.6
%


3.4
%   Reconciliation
    of Non-GAAP Financial Measures
  Regulation S-K
 37




---



##### Table of Contents



Three Months Ended March 31,2008


2007Selling and marketing expense

$
58,100


$
48,769Less share-based compensation expense included in selling and
    marketing expense


(1,356
)


(1,001
)Plus cost of equipment


114,221



122,665Less equipment revenue


(69,455
)


(71,734
)Less net loss on equipment transactions unrelated to initial
    customer acquisition


(14,020
)


(4,762
)Total costs used in the calculation of CPGA

$
87,490


$
93,937Gross customer additions


550,520



565,055CPGA

$
159


$
166     Three Months Ended March 31,2008


2007Cost of service

$
111,170


$
90,440Plus general and administrative expense


75,907



65,234Less share-based compensation expense included in cost of
    service and general and administrative expense


(8,346
)


(7,742
)Plus net loss on equipment transactions unrelated to initial
    customer acquisition


14,020



4,762Total costs used in the calculation of CCU

$
192,751


$
152,694Weighted-average number of customers


2,956,477



2,393,161CCU

$
21.73


$
21.27   Liquidity
    and Capital Resources
  Overview
     38




---



##### Table of Contents



and/or
         39




---



##### Table of Contents



Cash
    Flows
  Operating
    Activities
    Investing
    Activities
    
    During the three months ended March 31, 2008, we made
    investment purchases of $19.7 million, offset by sales or
    maturities of investments of $124.3 million.
    During the three months ended March 31, 2008, we and our
    consolidated joint ventures purchased $157.2 million of
    property and equipment for the build-out of our new markets and
    the expansion and improvement of our existing markets. 40




---



##### Table of Contents




    During the three months ended March 31, 2008, we deposited
    $70.0 million with the FCC in connection with our
    participation in Auction #73, all of which was returned to
    us in April 2008.  Financing
    Activities
    
    During the three months ended March 31, 2008, we made
    payments of $2.3 million on our $895.5 million senior
    secured term loan and payments of $4.8 million on our
    capital lease obligations.
    During the three months ended March 31, 2008, we issued
    common stock upon the exercise of stock options held by our
    employees, resulting in aggregate net proceeds of
    $3.0 million.  Senior
    Secured Credit Facilities
  Cricket
    Communications
         41




---



##### Table of Contents



LCW
    Operations
    Senior
    Notes
     42




---



##### Table of Contents



90-day 90-day
 43




---



##### Table of Contents



Fair
    Value of Financial Instruments
        System
    Equipment Purchase Agreements
  and/or
 44




---



##### Table of Contents



Capital
    Expenditures and Other Asset Acquisitions and
    Dispositions
  Capital
    Expenditures
      Auction
    #66 Properties and Build-Out Plans
    Other
    Acquisitions and Dispositions
     45




---



##### Table of Contents



Off-Balance
    Sheet Arrangements
    Recent
    Accounting Pronouncements
        Item 3.
    Quantitative
    and Qualitative Disclosures About Market Risk.  Interest Rate Risk.
 46




---



##### Table of Contents



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)
  Form 10-Q
   47




---



##### Table of Contents



(b)
    Managements Remediation Initiatives    
    During the fiscal quarter ended December 31, 2007, we
    performed a detailed review of our billing and revenue systems,
    and processes for recording revenue. We also began and continue
    to implement stronger account reconciliations and analyses
    surrounding our revenue recording processes which are designed
    to detect any material errors in the completeness and accuracy
    of the underlying data.
    We are designing and intend to implement automated enhancements
    to our billing and revenue systems to reduce the need for manual
    processes and estimates and thereby streamline the processes for
    ensuring revenue is recorded only when payment is received and
    services are provided.
    We intend to further improve our user acceptance testing related
    to system changes by ensuring the user acceptance testing
    encompasses a complete population of scenarios of possible
    customer activity.
    We have hired and intend to hire additional personnel with the
    appropriate skills, training and experience in the areas of
    revenue accounting and assurance. We have conducted and will
    conduct further training of our accounting and finance personnel
    with respect to our significant accounting policies and
    procedures.    (c)
    Changes in Internal Control over Financial Reporting    Item 4T.
    Controls
    and Procedures.   48




---



##### Table of Contents



PART II



OTHER
    INFORMATION  Item 1.
    Legal
    Proceedings.  Form 10-K
  Patent
    Litigation
     49




---



##### Table of Contents



50




---



##### Table of Contents



American
    Wireless Group
  and/or
  and/or
    Securities
    Litigation
   51




---



##### Table of Contents



and/or
  Rule 10b-5, class-wide
    Other
    Litigation
    Item 1A.
    Risk
    Factors.  Form 10-K
  
    the Risk Factor below entitled 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, which
    has been updated to reflect the status of our spectrum clearing
    efforts;
    the Risk Factor below entitled Covenants in Our 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, which has been updated to reflect
    certain risks related to our ability to borrow under our
    revolving credit facility; 52




---



##### Table of Contents




    the Risk Factor below entitled The Loss of Key Personnel
    and Difficulty Attracting and Retaining Qualified Personnel
    Could Harm Our Business, which has been updated to reflect
    changes to our senior management team; and
    the Risk Factor entitled, Risks Associated With Wireless
    Handsets Could Pose Product Liability, Health and Safety Risks
    That Could Adversely Affect Our Business, which has been
    updated to reflect risks related to our handsets.    Risks
    Related to Our Business and Industry
  We Have
    Experienced Net Losses, and We May Not Be Profitable in the
    Future.
    We May
    Not Be Successful in Increasing Our Customer Base Which Would
    Negatively Affect Our Business Plans and Financial
    Outlook.
  quarter-by-quarter
  Our
    Business Could Be Adversely Affected By General Economic
    Conditions; If We Experience Low Rates of Customer Acquisition
    or High Rates of Customer Turnover, Our Ability to Become
    Profitable Will Decrease.
   53




---



##### Table of Contents



We Have
    Made Significant Investment, and Will Continue to Invest, in
    Joint Ventures That We Do Not Control.
      We Face
    Increasing Competition Which Could Have a Material Adverse
    Effect on Demand for the Cricket Service.
     54




---



##### Table of Contents



and/or
  T-Mobile T-Mobile
  and/or
    Recent
    Disruptions in the Financial Markets Could Affect Our Ability to
    Obtain Debt or Equity Financing On Reasonable Terms (or At All),
    and Have Other Adverse Effects On Us.
   55




---



##### Table of Contents



We May Be
    Unable to Obtain the Roaming Services We Need From Other
    Carriers to Remain Competitive.
        We Have
    Restated Our Prior Consolidated Financial Statements, Which Has
    Led to Additional Risks and Uncertainties, Including Shareholder
    Litigation.
  Form 10-K,
 56




---



##### Table of Contents



and/or
  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.
   57




---



##### Table of Contents



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
     58




---



##### Table of Contents



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.
  and/or
    
    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.
   59




---



##### Table of Contents



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 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.   60




---



##### Table of Contents



Form 10-Q Form 10-K,
  Rises in
    Interest Rates Could Adversely Affect Our Financial
    Condition.
    A
    Majority of Our Assets Consists of Goodwill and Other Intangible
    Assets.
    The
    Wireless Industry is Experiencing Rapid Technological Change,
    and We May Lose Customers If We Fail to Keep Up With These
    Changes.
   61




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®
    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.
     62




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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.
     63




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We May
    Not Be Successful in Protecting and Enforcing Our Intellectual
    Property Rights.
        We and
    Our Suppliers May Be Subject to Claims of Infringement Regarding
    Telecommunications Technologies That Are Protected By Patents
    and Other Intellectual Property Rights.
     64




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Regulation
    by Government Agencies May Increase Our Costs of Providing
    Service or Require Us to Change Our Services.
  back-up
    non-U.S. citizens non-U.S. citizens
   65




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If Call
    Volume Under Our Cricket Service 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 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. 66




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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.
   67




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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;
    any default under our Credit Agreement or our indenture 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 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s Common Stock.
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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.
      Provisions
    in Our Amended and Restated Certificate of Incorporation and
    Bylaws or Delaware Law, and Provisions in Our Credit Agreement
    and Indenture, 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.   69




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Item 2.
    Unregistered
    Sales of Equity Securities and Use of Proceeds.    Item 3.
    Defaults
    Upon Senior Securities.    Item 4.
    Submission
    of Matters to a Vote of Security Holders.    Item 5.
    Other
    Information.    Item 6.
    Exhibits.  Index to Exhibits:
  ExhibitNumber

Description of Exhibit10.1(1)

Letter of Credit and Reimbursement Agreement by and between
    Cricket Communications, Inc. and Denali Spectrum Operations,
    LLC, dated as of February 21, 2008.10.2(2)

Amendment No. 3 to Credit Agreement by and among Cricket
    Communications, Inc., Denali Spectrum License, LLC, Denali
    Spectrum, LLC, Denali Spectrum Operations, LLC and Denali
    Spectrum License Sub, LLC dated as of March 6, 2008.10.3(1)#

Form of Executive Vice President and Senior Vice President
    Amended and Restated Severance Benefits Agreement.10.4(1)#

Consulting Agreement  2008, dated as of January 5,
    2008, between Leap Wireless International, Inc. and Steven R.
    Martin.31*

Certification of Chief Executive Officer and 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 Annual Report on
    Form 10-K
    for the fiscal year ended December 31, 2007, filed with the
    SEC on February 29, 2008, and incorporated herein by
    reference.(2)
    
    Filed as an exhibit to Leaps Registration Statement on
    Form S-4
    (File
    No. 333-149937),
    filed with the SEC on March 28, 2008, 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.#
    
    Management contract or compensatory plan or arrangement in which
    one or more executive officers or directors participates. 70




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SIGNATURES
       By:
    /s/  S.
    Douglas Hutcheson     71