##### Table of Contents



SECURITIES AND EXCHANGE
    COMMISSION
 Washington, D.C.
    20549
 Form 10-K
 (Mark One)þ

ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d)  OF THE SECURITIES EXCHANGE ACT OF
    1934For the fiscal year ended December 31, 2006o

TRANSITION REPORT PURSUANT TO
    SECTION 13 OR 15 (d)  OF THE SECURITIES EXCHANGE ACT OF
    1934For the transition period
    from          to   Commission file number: 
    0-21213
 LCC International,
    Inc.
 (Exact Name of Registrant as
    Specified in Its Charter)
  Delaware(State or Other Jurisdiction
    of
    Incorporation or Organization)

54-1807038(I.R.S. Employer 
    Identification No.)7900 Westpark Drive 
    McLean, VA(Address of Principal
    Executive Offices)

22102(Zip Code)   Registrants telephone number, including area code:
 (703) 873-2000
  Securities registered pursuant to Section 12(b) of the
    Act:
 Class A Common Stock, par value $.01 per share,
    registered on The NASDAQ Stock Market LLC
  Securities registered pursuant to Section 12(g) of the
    Act:
 Not Applicable
 (Title of Class)
  o þ
  o þ
  Indicate by check mark whether the registrant: o þ
  Regulation S-K Form 10-K Form 10-K. o
  Rule 12b-2
 o þ o
  Rule 12b-2 o þ
      DOCUMENTS INCORPORATED BY REFERENCE
  Form 10-K
   EXPLANATORY NOTE
  Form 10-K Subsequent Events, Form 8-K Form 10-K.
  *
    The Registrant has not filed its Form 10-Q for the quarters
    ended March 31, 2007, June 30, 2007 and
    September 30, 2007.




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TABLE OF
    CONTENTS
  PagePART IItem 1.


Business


3Item 1A.


Risk Factors


13Item 1B.


Unresolved Staff Comments


22Item 2.


Properties


22Item 3.


Legal Proceedings


22Item 4.


Submission of Matters to a Vote of Security
    Holders


22PART IIItem 5.


Market for Registrants Common Equity,
    Related Stockholder Matters and Issuer Purchases of Equity
    Securities


23Item 6.


Selected Financial Data


25Item 7.


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


26Item 7A.


Quantitative and Qualitative Disclosures About
    Market Risk


43Item 8.


Financial Statements and Supplementary Data


45Item 9.


Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure


88Item 9A.


Controls and Procedures


88Item 9B.


Other information


92PART IIIItem 10.


Directors, Executive Officers and Corporate
    Governance


93Item 11.


Executive Compensation


99Item 12.


Security Ownership of Certain Beneficial Owners
    and Management and Related Stockholder Matters


115Item 13.


Certain Relationships and Related Transactions,
    and Director Independence


118Item 14.


Principal Accountant Fees and Services


120PART IVItem 15.


Exhibits and Financial Statement Schedules


121EX-10.37EX-10.38Exhibit 10.40EX-10.41Exhibit 10.45EX-10.46Exhibit 10.47EX-23EX-31.1EX-31.2EX-32.1EX-32.2   2




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This Annual Report on
    Form 10-K
    contains certain forward-looking statements within the meaning
    of Section 27A of the Securities Act of 1933 and
    Section 21E of the Securities Exchange Act of 1934. We
    intend our forward-looking statements to be covered by the safe
    harbor provisions for forward-looking statements in these
    sections. These statements can be identified by the use of
    forward looking terminology, such as may,
    will, expect, anticipate,
    estimate, or continue or the negative
    thereof or other variations thereon or comparable terminology.
    Our actual results could differ materially from those
    anticipated in these forward-looking statements as a result of
    certain factors, including those set forth elsewhere in this
    Form 10-K.
    See Item 1A Risk Factors for cautionary
    statements identifying important factors with respect to such
    forward-looking statements, including certain risks and
    uncertainties that could cause actual results to differ
    materially from results referred to in forward-looking
    statements.
  PART I
  Item 1.
    Business  Overview
  Form 10-K
  end-to-end
    Industry
    Background
  Wireless
    Telecommunications Networks
     3




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Growth
    and Evolution of the Wireless Telecommunications
    Industry
    e-mail,
    Key
    Drivers of Change in Our Business
    
    The issuance of new or additional licenses to wireless
    service providers.  In September of 2006, the
    Federal Communications Commission (FCC) auctioned
    spectrum in the Advanced Wireless Services (AWS)
    band. The winning bidders included existing wireless carriers as
    well as new entrants such as cable companies. A similar auction
    is expected to occur in 2008 as the FCC auctions licenses in
    700 mhz band. After receiving new or additional licenses
    necessary to build out their wireless systems, wireless service
    providers must make decisions about what type of technology and
    equipment will be used, where it will be located and how it will
    be configured. In addition, the incumbent users of the AWS
    spectrum must be relocated to clear the frequencies for use by
    the auction winners. The spectrum relocation process requires
    coordination, negotiation, and engineering for both the
    incumbents and the new license holders. The 4




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network build out requires preparation of detailed site location
    designs and radio frequency engineers must review interference
    to or from co-located antennae.  
    The introduction of new services or
    technologies.  Although wireless service providers
    traditionally have relied upon their internal engineering
    workforces to address a significant portion of their wireless
    network needs, the rapid introduction of new services or
    technologies in the wireless market and the need to reduce
    operating costs in many cases has resulted in wireless service
    providers and equipment vendors focusing on their core
    competencies and, as a result, outsourcing an increasing portion
    of their network services. Several wireless service providers
    have upgraded or have begun upgrading their networks to reduce
    the rate at which customers deactivate their wireless services
    and to accommodate new services including multimedia messaging,
    which allows wireless users to send and receive messages with a
    combination of media elements such as text, image, sound and
    video. The introduction of new services and technologies such as
    wireless broadband and broadcast has resulted in opportunities
    for new classes of wireless service providers to enter the
    market with a quadruple play offering of voice, internet, video,
    and mobility. Wireless broadband technologies are considered
    both complimentary and competitive to fixed service providers
    such as DSL, cable, and satellite operators. Proprietary and
    standard mobile TV broadcast technologies are currently being
    implemented by new entrants to the wireless service provider
    community. These new services are driving wireless carriers to
    focus on the quality of the experience (QoE) as
    perceived by the user. To monitor and optimize the quality
    experienced by the user, the wireless service providers require
    new tools and processes to test many different devices as well
    as applications and content.
    The increases in the number of wireless subscribers, the
    increase in usage by those subscribers, and the scarcity of
    wireless spectrum.  The increases in the number of
    subscribers served by wireless service providers, the increase
    in usage by those subscribers, and the scarcity of wireless
    spectrum require wireless service providers to expand and
    optimize system coverage and capacity to maintain network
    quality. The wireless system also must be continually updated
    and optimized to address changes in traffic patterns and
    interference from neighboring or competing networks or other
    radio sources.
    The increasing complexity of wireless
    systems.  As new technologies are developed,
    wireless service providers must determine whether to upgrade
    their existing networks or deploy new networks utilizing the
    latest available technologies in order to maintain their market
    share. For example, overlaying next generation technologies such
    as 3G and 4G with an existing network or deploying a new network
    requires wireless service providers to reengage in the strategic
    planning, design, deployment, expansion, and operations and
    maintenance phases of a new cycle in the life of an existing or
    new network. The consolidation of networks also drives a need
    for resources to plan, optimize and implement change in existing
    networks.  The
    Need for Outsourcing
    
    have expertise with all major wireless technologies;
    offer turnkey solutions through in-country presence in the
    markets to be served;
    offer speed to market and cost effective network implementation;   have experience working with all major equipment
    vendors; and  
    have sufficient numbers of highly skilled employees capable of
    handling large-scale domestic and international projects.  The LCC
    Solution
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
    Expertise and experience with all major wireless
    technologies, system protocols and equipment
    vendors.  We have experience working with all
    major wireless access technologies, including second generation,
    or 2G, 2.5G, 3G and 4G digital system protocols and their
    respective migration paths, including: (i) Global System
    for Mobile Communications (GSM) and its evolution
    path including Universal Mobile Telecommunications System
    (UMTS) and High Speed Packet Access
    (HSPA); (ii) Time Division Multiple Access
    (TDMA); (iii) Code Division Multiple
    Access (CDMA) and its evolution path including
    Single Carrier Radio Transmission Technology (1xRTT)
    and 1x Evolution-Data Optimized (1xEV-DO Rev 0 and Rev
    A); (iv) Integrated Dispatch Enhanced Network
    (iDEN); (v) broadbands Local Multipoint
    Distribution System (LMDS), Multichannel Multipoint
    Distribution Service (MMDS), 802.11x
    (Wi-Fi)
    and 802.16 (WiMAX) technologies;
    (vi) Europes equivalent to iDEN referred to as Tetra;
    (vii) Satellite Digital Audio Radio Service
    (S-DARS); (viii) Digital Video Broadcasting for
    mobile TV (DVB-H and MediaFLO); and (ix) core
    network technologies. We are actively engaged in supporting the
    development of new and emerging technologies and standards in
    the wireless telecommunications industry through participation
    in industry panels and industry association forums and through
    independent research. We have worked with the equipment made by
    all major equipment manufacturers. Our Wireless Institute, which
    provides training and research services, is an integral part of
    our technical development activities.
    Ability to deliver turnkey solutions.  Our
    ability to provide a broad combination of services which may
    include several or all of the services such as design,
    deployment, consulting and operations and maintenance services
    for wireless networks, which we refer to as
    end-to-end
    or turnkey services, enables our wireless customers to engage us
    as a single responsible party accountable for delivering and
    managing their wireless networks under a single contract. As a
    result of our decision to exit the network deployment business
    in the U.S. in 2006 and as a result of a non-competition
    agreement entered into with the buyer of such business, our
    turnkey solutions in the U.S. do not include network site
    deployment services and are focused on technical solutions
    including our engineering and quality of service
    (QoS) and quantity of experience (QoE)
    solutions as well as solutions to assist carriers in
    (i) clearing newly-acquired spectrum and
    (ii) optimizing and expanding existing backhaul networks.
    Our offerings in Europe, the Middle East and Africa
    (EMEA) include deployment services and we may choose
    to partner with deployment services providers in the United
    States if the need arises. We coordinate our use of resources
    for each phase of the project from planning to design and
    deployment to operations and maintenance of the wireless
    network, enabling us to reduce the time and cost of our
    services. In order to supplement such services, we have
    established a presence in, among others, Algeria, Belgium,
    Germany, Greece, Italy, Luxembourg, the Netherlands, Pakistan,
    Spain, Saudi Arabia, United Arab Emirates and the United
    Kingdom. We provide our customers with a primary point of
    accountability and reduce the inefficiencies associated with
    coordinating multiple subcontractors to enable projects to be
    transitioned from discipline to discipline in an efficient
    manner.
    Speed to market.  Our expertise, global
    presence and processes enable us to respond quickly to support
    our customers objectives. Members of our technical and
    design teams often work together with the customer at the
    initial stage of a project in order to plan an effective and
    efficient solution for the customers needs.
    Worldwide depth of resources.  Our
    professionals collectively have experience designing and
    deploying networks in the major markets in the United States as
    well as many countries throughout the world. As of
    December 31, 2006, approximately 72.5% of our billable
    employees were employed outside the United States. During the
    past 20 years, our professionals have designed wireless
    networks employing all major technologies in North America,
    Europe, Asia, Latin America, the Middle East and Africa. Our
    professional staff is highly educated with many of our
    engineering professionals holding masters degrees or doctorates.  LCC
    Services
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Technical
    Consulting Services
    Design
    and Optimization Services
  Radio frequency and fixed network
    engineering.
      Competitive benchmarking.
  Deployment
    Services
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Program management.
  Site acquisition and development.
  Architecture and engineering.
  Construction and procurement management.
    Operations
    and Maintenance Services
  day-to-day
  Geographic
    Organization
        Business
    Strategy
  end-to-end
 8




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
    Benefit from adjacent market opportunities by leveraging our
    current knowledge and customer base.  We are
    actively pursuing a strategy to leverage our knowledge base and
    customer relationships towards expanding our offerings into
    adjacent markets through new products and services. For example,
    our Research and Innovation Services team, coupled with our
    worldwide practical field experience, finds opportunities to
    create and apply innovative methods to dimension, design,
    optimize and monitor wireless telecommunications networks around
    the world. This results in our ability to leverage unique and
    patented processes, combined with intellectual capital created
    by our internal technical and innovative culture, to provide
    services built around specific software tools based on market
    demand. As a result, we launched
    TotalViewtm
    as our software based tools and services delivery platform.
    Through
    TotalViewtm,
    we can offer performance and optimization services from the
    network towards the end-user and the end-user towards the
    network that combines traditional Quality of Service (QoS)
    measurements with Mobile Content and Quality of Experience (QoE)
    measurements to create a unique and valued end-to-end or
    total view solutions for our customers. Our
    TotalViewtm
    strategy includes services and tools created within our Research
    and Innovation Services area, but also includes software based
    tools developed by key external partners. We announced a global
    partnership with Zandan to integrate various aspects of their
    software and hardware platforms which became the foundation to
    launch
    ContentViewtm,
    our mobile content and quality of experience solution. As part
    of our
    TotalViewtm
    platform, we also launched
    WiViewtm,
    a broadband dimensioning and planning tool that includes
    business modeling and return-on-investment scenarios that
    specifically assist our clients in 4G business planning
    strategies. Consistent with our history as a leader in
    facilitating the development and adoption of new wireless
    technologies, we have been active in the research, development
    and testing of fixed and mobile broadband 3G and 4G networks
    through consulting engagements with leading broadband carriers
    and equipment providers. The insight gained led to the creation
    of recent offerings that target wireless operators challenged by
    high-bandwidth and high-capacity service delivery based on EVDO,
    HSDPA and WiMAX technologies. We intend to expand our integrated
    offerings to create hosted and managed services where a customer
    may access QoS or QoE information that resides within our
    servers or centralized service delivery center. This unique
    service delivery strategy leverages natural synergies with our
    engineering businesses and provides a cost effective and faster
    means to reach to new customers and markets. We believe these
    and other industry trends provides new opportunities to expand
    our portfolio beyond our current service offerings into areas
    that offer attractive recurring revenues as well as opens the
    door to new sets of clients such as mobile content, media
    providers, tier 2 carriers and operators within emerging
    markets. We intend to pursue organic growth into adjacent
    markets as well as take advantage of opportunities that may
    arise to acquire or partner with high quality companies that can
    enhance our capabilities.
    Provide
    end-to-end
    services.  We provide integrated
    end-to-end
    solutions ranging from high level technical consulting, to
    system design and deployment, to ongoing operations and
    maintenance services. Our ability to provide
    end-to-end,
    or turnkey, services enables our wireless customers to engage a
    single, responsible party who is accountable for delivering and
    managing projects under a single contract. Accordingly, we
    leverage initial consulting opportunities to secure later-stage
    system design, optimization and deployment contracts.
    Engagements to provide design, optimization and deployment
    services help us secure ongoing operations and maintenance
    projects, which is an emerging market segment. We intend to
    pursue these engagements, and will continue to focus our
    business on radio frequency engineering services and operations
    and maintenance contracts. Providing ongoing operations and
    maintenance services positions us well for additional
    opportunities as wireless service providers must either upgrade
    their existing networks or deploy new networks to benefit from
    the latest available technologies. For example, during 2005, we
    were able to leverage our established relationship with Algeria
    Telecom Mobilis as a consulting and engineering services
    provider into a turnkey deployment services engagement. Many
    clients initially engage us to perform specific services, such
    as engineering services. Once we secure a client relationship,
    we work to expand our relationship to provide additional
    services offered by the company. We do this by understanding the
    clients needs and leveraging our reputation and
    demonstrated performance on client engagements. We typically
    self-perform network design, site acquisition and zoning
    services and hire subcontractors to perform civil engineering
    and construction services under our direct management.
    Self-performed work generally carries higher profit margins than
    subcontracted work. As described earlier, based on our
    assessment of the U.S. 9




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deployment market, we exited the U.S. Network Deployment
    business in 2006. While we have decided that the U.S. deployment
    market is not attractive for us, we intend to continue pursuing
    deployment projects in markets that provide compelling
    opportunities.  
    Increase our presence in new geographic areas to capture
    additional growth opportunities.  In order to
    realize the full benefit of wireless services worldwide, we
    target areas with strong potential growth by creating a
    localized presence. We pursue this effort through establishing a
    local presence, pursuing strategic acquisitions or entering into
    partnerships to reach new markets. We currently have a localized
    presence in Algeria, Belgium, Germany, Greece, Italy,
    Luxembourg, Pakistan, Spain, the Netherlands, Saudi Arabia,
    United Arab Emirates and the United Kingdom in addition to the
    United States, and are considering expansion into other
    international markets as well as new domestic markets. To
    increase our local presence in emerging areas we have completed
    strategic acquisitions and investments in Europe. For example,
    in December 2006 LCC United Kingdom Limited, a wholly owned
    subsidiary of the Company, acquired Detron Belgium, NV, a
    company engaged in providing wireless communications design and
    deployment services in Belgium and Luxemburg. We intend to
    continue to pursue organic growth in new markets as well as take
    advantage of such opportunities as may occur to acquire or
    partner with high quality companies that accelerate our access
    to, and provide us with a local presence in new markets.
    Attract and retain highly qualified
    personnel.  As a service business, our success
    depends on our ability to attract, train and retain highly
    skilled professionals. As a result, we seek to recruit highly
    skilled personnel, facilitate their professional development and
    create a business atmosphere that encourages their continued
    employment. As of December 31, 2006, we had 783 total
    employees, of which 600 were billable employees. As of that
    date, approximately 72.5% of our billable employees were
    employed outside of the United States. Our professional staff is
    highly educated with many of our engineering professionals
    holding masters degrees or doctorates. Recognizing the critical
    importance of retaining highly qualified personnel for our
    business, we work closely with our employees to develop and
    enhance the technical, professional and management skills
    required to be successful at our Company. Our senior management
    believes it is critically important to create and maintain an
    open culture that encourages learning, responsibility and
    collaboration. For example, Dean J. Douglas, our Chief Executive
    Officer, hosts bi-monthly teleconference meetings with all
    employees to foster an open working environment. We also invest
    in all of our professionals by expanding their professional
    education through our Wireless Institute, which provides
    training for our engineers and our customers covering the latest
    technologies developed and deployed throughout the world.  Customers
    and Backlog
  T-Mobile
  work-in-hand
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Sales and
    Marketing
    Sales
    Marketing
  tm go-to-market
  Wireless
    Institute
    Research
    and Innovation
     11




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Competition
    
    internal staffs of wireless and wireline service providers;
    telecommunications equipment vendors, such as Ericsson and
    Nortel, which frequently provide design and deployment services
    as part of an equipment sale or pursue large scale outsourcing
    contracts on an independent basis; and
    independent service companies, which provide a full range of
    wireless network services, and a large number of other companies
    that provide limited wireless services.      end-to-end
  Employees
    International
    Operations
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Government
    Regulation
    Additional
    Information
  Form 10-K, Form 10-K, Form 10-Q, Form 8-K
  Item 1A.
    Risk
    Factors  Risk
    Factors
  In any
    given year, we derive a significant portion of our revenues from
    a limited number of large projects, and, if we are unable to
    replace these large projects upon completion, we could have a
    significant decrease in our revenues which would negatively
    impact our ability to generate income.
    We
    generate a substantial portion of our revenues from a limited
    number of customers, and if our relationships with these
    customers were harmed our business would suffer.
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Recent
    and continuing consolidations among wireless service providers
    may result in a significant reduction in our existing and
    potential customer base, and, if we are unable to maintain our
    existing relationships with such providers or expand such
    relationships, we could have a significant decrease in our
    revenues, which would negatively impact our ability to generate
    income as well as result in lower profitability or possible
    losses.
    We may
    experience significant fluctuations in our quarterly results as
    a result of uncertainties relating to our ability to generate
    additional revenues, manage our expenditures and other factors,
    certain of which are outside of our control.
    
    the timing of receipt of new licenses, use of existing spectrum
    for new services, or financing by potential customers;
    service and price competition;
    the commencement, progress, completion or termination of
    contracts during any particular quarter;
    the availability of equipment to deploy new technologies such as
    broadband;
    the growth rate of wireless subscribers, which has a direct
    impact on the rate at which new cell sites are developed and
    built; and
    telecommunications market conditions and economic conditions
    generally.    Our
    contracts typically contain provisions giving customers the
    ability to terminate their contracts under various circumstances
    and we may not be able to replace the revenues from such
    projects which may have an adverse effect on our operating
    results due to our decreased revenues.
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Our
    Amended and Restated Credit Agreement contains certain financial
    tests and requires certain mandatory prepayments, the
    achievement of which is dependent to a significant extent on the
    performance of our business as well as achieving certain
    benefits from our recent acquisition of the
    U.S. engineering business of Wireless Facilities,
    Inc.
    Our
    existing debt obligations may constrain our ability to
    grow.
    If the
    borrowing base under our credit facility decreases our business
    may be adversely impacted.
    We may
    not receive the full amount of our backlog, which could harm our
    business.
  work-in-hand
  
    the price of the work to be done is fixed;
    the scope of the work to be done is fixed, both in definition
    and amount (for example, the number of sites has been
    determined); and
    there is a written contract, purchase order, agreement or other
    documentary evidence which represents a firm commitment by the
    client to pay us for the work to be performed. 15




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A
    large percentage of our revenues comes from fixed price
    contracts, which require us to bear the risk of cost
    overruns.
    To the
    extent we recognize revenues on fixed price contracts using the
    percentage-of-completion
    method of accounting, increases in estimated project costs could
    cause fluctuations in our quarterly results and adversely affect
    our operating results.
  percentage-of-completion percentage-of-completion
  If
    more of our customers require fixed price contracts with fewer
    milestones than in previous years, we may not have sufficient
    access to working capital to fund the operating expenses
    incurred in connection with such contracts, and we may not be
    able to perform under our existing contracts or accept new
    contracts with similar terms.
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The
    extent of our dependence on international operations may give
    rise to increased management challenges and could harm our
    results of operations.
    
    the effects of terrorism;
    the general economic and political conditions in each country;
    the effect of applicable foreign tax structures, including tax
    rates that may be higher than tax rates in the United States;
    tariff and trade regulations;
    management of a geographically diverse organization;
    difficulties and increased expenses in complying with a variety
    of foreign laws and regulations, including labor, employment and
    immigration laws;
    changes in the applicable industry regulatory environments in
    foreign countries, including delays in deregulation or
    privatization affecting the pace at which wireless licenses are
    awarded; and
    the inability to benefit from tax losses incurred in different
    foreign jurisdictions.  non-U.S. regulatory
  Providing
    services outside the United States carries the additional risk
    of currency fluctuations and foreign exchange controls imposed
    by certain countries since many of our non-U.S. projects are
    undertaken in local currency.
      Our
    development stage customers may face difficulties in obtaining
    financing to fund the expansion of their wireless networks,
    which may reduce demand for our services.
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If we
    are unable to collect receivables from telecommunications
    companies and our development stage customers, our operating
    results may be materially harmed.
  and/or
  We
    face intense competition from many competitors that have greater
    resources than we do, which could result in price reductions,
    reduced profitability and loss of market share.
          If we
    fail to manage the size of our billable workforce to anticipate
    increases or decreases in market demand for our services, it
    could harm our competitive position and financial
    results.
    We may
    not be able to successfully achieve the expected benefits of our
    future acquisitions, investments or strategic partnering
    relationships.
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Future
    acquisitions of new companies or technologies and future
    strategic partnering relationships may result in disruption to
    our business and expose us to risks associated with acquisitions
    and such relationships.
    
    diversion of managements attention and resources;
    potential loss of key employees and customers of acquired
    companies;
    difficult and costly integration of operations;
    lack of experience operating in the geographic market or
    industry sector of an acquired business;
    disputes with a strategic partner;
    an increase in our expenses and working capital requirements; and
    exposure to unanticipated contingent liabilities.    Our
    ability to reduce our general and administrative expenses is
    limited.
    Competitors
    that offer financing to wireless customers pose a threat to our
    ability to compete for business.
    Our
    inability to anticipate or adapt to changes in technology may
    harm our competitive position, reputation and opportunities for
    revenue growth.
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We may
    not be able to hire or retain a sufficient number of qualified
    engineers and other employees to meet our contractual
    commitments or maintain the quality of our
    services.
    Because
    we have experienced, and expect to continue to experience, long
    sales cycles, we expect to incur significant costs to generate
    new business and our customer base may not experience growth
    commensurate with such costs.
    If
    wireless service providers, network equipment vendors and
    enterprises perform more tasks themselves, our business will
    suffer.
    Government
    regulations may adversely affect our business.
    We may
    be unable to satisfy the accounting guidelines that govern the
    determination of the realizable value of a deferred tax asset in
    a given tax jurisdiction, thus eliminating our ability to
    recognize as an
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asset the tax benefit of operating losses in the same
    jurisdiction and causing a reduction in our overall consolidated
    profitability.
    If we
    fail to retain our key personnel and attract and retain
    additional qualified personnel, our ability to operate our
    business may be adversely affected.
    Our
    stock price and trading volume are volatile and could decline,
    resulting in a substantial loss on your
    investment.
    
    our operating performance and the performance of other similar
    companies or companies deemed to be similar;
    final resolution of amounts due from the sale of the Network
    Deployment business;
    actual or anticipated differences in our quarterly operating
    results;
    changes in our revenues or earnings estimates or recommendations
    by securities analysts;
    publication of research reports about us or our industry by
    securities analysts;
    additions and departures of key personnel;
    strategic decisions by us or our competitors, such as
    acquisitions, consolidations, divestments, spin-offs, joint
    ventures, strategic investments, or changes in business strategy;
    the passage of legislation or other regulatory developments that
    adversely affect us or our industry;
    failure to file timely all reports required to be filed by the
    U.S Securities and Exchange Commission;
    speculation in the press or investment community;
    changes in accounting principles;
    terrorist acts;
    general market conditions, including economic factors unrelated
    to our performance; and
    political or military events related to international conflicts,
    wars, or otherwise.   21




---



##### Table of Contents



Item 1B.
    Unresolved
    Staff Comments    Item 2.
    Properties      13-year
      Item 3.
    Legal
    Proceedings    Item 4.
    Submission
    of Matters to a Vote of Security Holders   22




---



##### Table of Contents



PART II
  Item 5.
    Market
    for Registrants Common Equity, Related Stockholder Matters
    and Issuer Purchases of Equity Securities  , Shareholders
    Equity
  Quarter Ended:

2006March 31

$
2.40 to $3.65June 30

$
3.10 to $4.15September 30

$
3.15 to $3.77December 31

$
3.44 to $4.05   Quarter Ended:

2005March 31

$
3.80 to $5.88June 30

$
3.00 to $4.69September 30

$
2.01 to $3.93December 31

$
2.35 to $3.33     Equity
    Compensation Plan Information
    Number of securitiesremaining available forNumber of securities





future issuance underto be issued upon


Weighted-average


equity compensationexercise of


exercise price of


plans (excludingoutstanding options,


outstanding options,


securities reflected inwarrants and rights


warrants and rights


column (a))Plan category

(a)


(b)


(c)Equity compensation plans approved by securities holdersAmended and Restated Equity Incentive Plan(1)(2)


3,256,629


$
4.26



923,859Directors Stock Option Plan (Class A Common Stock)


142,400



7.79



Equity compensation plans not approved by security
    holders(3)


500,000



2.49



Total


3,899,029


$
4.16



923,859  23




---



##### Table of Contents



(1)
    We have outstanding 1,366,679 unvested restricted stock units
    granted under the Amended and Restated Equity Incentive Plan not
    included in the above table.(2)
    For a description of our Equity Incentive Plan, see
    Note 14. Incentive Plans, in the consolidated
    financial statements.(3)
    We have granted Mr. Dean Douglas options to purchase
    1,000,000 shares of our common stock, as disclosed in the
    Outstanding Equity Awards at Fiscal Year-End Table.
    500,000 of these were granted pursuant to our Equity Incentive
    Plan, which has been approved by our stockholders. The remaining
    500,000 were granted pursuant to the Dean J. Douglas Employment
    Inducement plan which was not approved by our stockholders.  Stock
    Performance Graph
    COMPARISON
    OF 5 YEAR CUMULATIVE TOTAL RETURN*
    Among LCC International, Inc., The NASDAQ Composite Index
    And A Peer Group
  
  *
    $100 invested on 12/31/01 in stock or index-including
    reinvestment of dividends.   12/01


12/02


12/03


12/04


12/05


12/06LCC International, Inc.



100.00




26.71




73.44




79.85




44.65




55.47NASDAQ Composite



100.00




69.66




99.71




113.79




114.47




124.20Peer Group



100.00




69.59




164.09




149.58




134.22




159.52  24




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##### Table of Contents



Item 6.
    Selected
    Financial Data  Managements Discussion and Analysis
    of Financial Condition and Results of Operations Form 10-K.
  2006


2005


2004


2003


2002Revenues

$
129,953


$
145,642


$
118,666


$
82,876


$
57,515Cost of revenues (exclusive of depreciation shown separately
    below)


97,194



114,214



92,619



65,424



49,042Gross profit


32,759



31,428



26,047



17,452



8,473Operating expenses:Sales and marketing


7,910



8,131



7,897



6,612



7,933General and administrative


26,699



27,893



26,896



17,534



19,528Restructuring charge (recovery)


108



404



(1,137
)


(2
)


13,215Gain on sale of tower portfolio and administration, net


















(2,000
)Depreciation and amortization


2,378



2,793



2,573



3,761



2,748Total operating expenses


37,095



39,221



36,229



27,905



41,424Operating loss


(4,336
)


(7,793
)


(10,182
)


(10,453
)


(32,951
)Other income (expense)Interest income (expense), net


(730
)


(201
)


(100
)


309



771Other


1,763



(883
)


1,533



1,234



(3,975
)Total other income (expense)


1,033



(1,084
)


1,433



1,543



(3,204
)Loss from continuing operations before income taxes


(3,303
)


(8,877
)


(8,749
)


(8,910
)


(36,155
)Provision (benefit) for income taxes


1,576



2,717



4,957



(2,022
)


(8,373
)Loss from continuing operations


(4,879
)


(11,594
)


(13,706
)


(6,888
)


(27,782
)Income (loss) from discontinued operations


(3,151
)


(933
)


7,395



365



(888
)Net loss

$
(8,030
)

$
(12,527
)

$
(6,311
)

$
(6,523
)

$
(28,670
)Net loss per share:Continuing operationsBasic and diluted

$
(0.20
)

$
(0.47
)

$
(0.56
)

$
(0.32
)

$
(1.33
)Discontinued operationsBasic and diluted

$
(0.13
)

$
(0.04
)

$
0.30


$
0.01


$
(0.04
)Net loss per shareBasic and diluted

$
(0.33
)

$
(0.51
)

$
(0.26
)

$
(0.31
)

$
(1.37
)Weighted average shares:Basic and diluted


24,893



24,524



24,381



21,292



20,902Consolidated Balance Sheet Data (at year-end):Cash and short-term investments

$
7,328


$
15,337


$
23,092


$
31,031


$
39,329Working capital


33,490



37,770



49,658



54,980



49,959Goodwill and intangibles, net


14,282



11,326



12,848



11,958



11,273Total assets


98,423



118,953



120,807



118,591



96,723Total debt


4,226



2,975



147



1,840



Shareholders equity


52,096



53,751



67,705



69,768



61,088  25




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##### Table of Contents



Item 7.
    Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations  Form 10-K.
  Overview
  end-to-end
    Americas:
  EMEA:
  Nonreportable segments: Asia-Pacific,
  percentage-of-completion
       26




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##### Table of Contents



year-to-year
    Trends
    That Have Affected or May Affect Results of Operations and
    Financial Condition
    
    project related revenues derived from a limited set of customers
    in each market where we do business;
    the acceleration or the delay associated with the introduction
    of new technologies and services by our customers;
    the management and the services composition of our fixed price
    contracts;
    increased spending by wireless service providers in the areas of
    network design, deployment and optimization;
    migration of networks to accommodate enhanced data offerings;
    consolidation in the carrier and OEM community; and
    increased percentage of revenues derived from our international
    operations.   27




---



##### Table of Contents



28




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##### Table of Contents



Results
    of Operations
    Revenues,
    Cost of Revenues and Gross Margins
  Years Ended December 31,2006


2005


2004(In thousands)





(In thousands)





(In thousands)Revenues:Americas

$
29,959






$
36,478






$
35,515EMEA


99,944







107,844







78,172Nonreportable segments


50







1,320







4,979$
129,953






$
145,642






$
118,666(% of revenue)







(% of revenue)







(% of revenue)Cost of revenues:Americas

$
24,629



82.2
%

$
32,042



87.8
%

$
28,660



80.7
%EMEA


72,684



72.7
%


81,483



75.6
%


60,511



77.4
%Nonreportable segments


(119
)






689



52.2
%


3,448



69.3
%$
97,194



74.8
%

$
114,214



78.4
%

$
92,619



78.1
%Gross margin:Americas

$
5,330



17.8
%

$
4,436



12.2
%

$
6,855



19.3
%EMEA


27,260



27.3
%


26,361



24.4
%


17,661



22.6
%Nonreportable segments


169







631



47.8
%


1,531



30.7
%$
32,759



25.2
%

$
31,428



21.6
%

$
26,047



21.9
%   Americas
       29




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##### Table of Contents



EMEA
        Nonreportable
    Segments
         30




---



##### Table of Contents



Operating
    Expenses
  Year Ended December 31,2006


2005


2004(in thousands)Sales and marketing:Americas

$
2,832


$
2,228


$
3,349EMEA


3,748



5,538



3,682Nonreportable segments


1,330



365



8667,910



8,131



7,897Bad debt expense (recovery):Americas


20



223



100EMEA


(41
)


254



26Nonreportable segments






251



19(21
)


728



145Shareholder note compensation:Americas










EMEA










Nonreportable segments










1,240







1,240Other general and administrative:Americas


3,620



5,274



4,942EMEA


11,085



11,604



11,933Nonreportable segments


12,015



10,287



8,63626,720



27,165



25,511Total general and administrative:Americas


3,640



5,497



5,042EMEA


11,044



11,858



11,959Nonreportable segments


12,015



10,538



9,89526,699



27,893



26,896Restructuring charge (recovery):Americas






447



EMEA


31







(567
)Nonreportable segments


77



(43
)


(570
)108



404



(1,137
)Depreciation and amortization:Americas


430



432



350EMEA


1,609



2,016



1,818Nonreportable segments


339



345



4052,378



2,793



2,573Total:Americas


6,902



8,604



8,741EMEA


16,432



19,412



16,892Nonreportable segments


13,761



11,205



10,596$
37,095


$
39,221


$
36,229  31




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##### Table of Contents



Sales and
    marketing expenses
        Net bad
    debt expense (recovery)
    Shareholder
    note compensation
    Other
    general and administrative expenses
       32




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##### Table of Contents



Restructuring
      Asia-Pacific,
      Other
    Income and Expense
  Years Ended December 31,2006


2005


2004(In thousands)Other income (expense):Interest income:Americas

$
1


$



$
EMEA


35



16



29Nonreportable segments


98



98



118$
134


$
114


$
147Interest expense:Americas






(1
)


EMEA


(29
)


(16
)


(243
)Nonreportable segments


(835
)


(298
)


(4
)$
(864
)

$
(315
)

$
(247
)Gain (loss) on investments:Americas










EMEA






19



Nonreportable segments






(34
)


766



(15
)


766Foreign currency gains and losses:Americas










EMEA


176



(154
)


92Nonreportable segments


1,260



(1,552
)


8901,436



(1,706
)


982 33




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##### Table of Contents



Years Ended December 31,2006


2005


2004(In thousands)All other:Americas






1



107EMEA


639



(5
)


30Nonreportable segments


(312
)


842



(352
)327



838



(215
)Total other:Americas






1



107EMEA


815



(140
)


122Nonreportable segments


948



(744
)


1,304$
1,763


$
(883
)

$
1,533Total other Income and Expenses:Americas


1







107EMEA


821



(140
)


(92
)Nonreportable segments


211



(944
)


1,418$
1,033


$
(1,084
)

$
1,433   Interest
    income
    Interest
    Expense
  Cash Requirements
    Gain
    (loss) on investments
    Foreign
    currency gains and losses
   34




---



##### Table of Contents



All
    other
        Income
    (Loss) Before Taxes
  Years Ended December 31,2006


2005


2004(In thousands)Segment Income (Loss) Before TaxesAmericas

$
(1,571
)

$
(4,168
)

$
(1,779
)EMEA


11,649



6,809



677Nonreportable transactions


(13,381
)


(11,518
)


(7,647
)(3,303
)


(8,877
)


(8,749
)   Tax
    Expense
       35




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##### Table of Contents



Net
    Loss
        Liquidity
    and Capital Resources
    Sources
    and Uses of Cash
  Years Ended December 31,2006


2005


2004(in thousands)Net cash used in operating activities

$
(9,992
)

$
(8,079
)

$
(4,696
)Net cash used in investing activities


(103
)


(2,462
)


(3,347
)Net cash provided by financing activities


1,869



3,421



723Effect of exchange rates on cash and cash equivalents


475



(614
)


307Net decrease in cash and cash equivalents

$
(7,751
)

$
(7,734
)

$
(7,013
)        36




---



##### Table of Contents



Cash
    Requirements
  Years Ended December 31,2006


2005(in thousands)Cash and cash equivalents

$
6,445


$
14,196Restricted cash


883



1,141Total cash and short-term investments

$
7,328


$
15,337Borrowing facility and note payable

$
4,226


$
2,975Working capital

$
33,490


$
37,770      37




---



##### Table of Contents



Form 8-K
     38




---



##### Table of Contents



Payment Due by PeriodLess than








More thanContractual Obligations

Total


1 Year


1-3 Years


4-5 Years


5 YearsOperating lease obligations

$
10,807


$
5,075


$
3,623


$
1,210


$
899Sublease income

$
2,689


$
734


$
791


$
582


$
582             Critical
    Accounting Policies
    
    revenue recognition;
    allowance for doubtful accounts;
    accounting for income taxes; and
    restructuring charge.  Revenue
    Recognition
  percentage-of-completion percentage-of-completion
 39




---



##### Table of Contents



Allowance
    for Doubtful Accounts
    Accounting
    for Income Taxes
      Restructuring
    Charge
   40




---



##### Table of Contents



Related
    Party Transactions
  Shareholders Equity one-to-one
       41




---



##### Table of Contents



Subsequent
    Events
  Subsequent Events,
  Subsequent
    Events,
  Recent
    Accounting Pronouncements
  instrument-by-instrument
    Fair Value
    Measurements
 42




---



##### Table of Contents



Considering the Effects of Prior
    Year Misstatements when Quantifying Misstatements in Current
    Year Financial Statements
  Accounting for Uncertainty in
    Income Taxes An Interpretation of FASB
    Statement No. 109
  Item 7A.
    Quantitative
    and Qualitative Disclosures about Market Risk      non-U.S. subsidiaries non-U.S. subsidiaries
   43




---



##### Table of Contents



44




---



##### Table of Contents



Item 8.
    Financial
    Statements and Supplementary Data  PageReport of Independent Registered Public
    Accounting Firm


46Consolidated Statements of Operations for the
    years ended December 31, 2006, 2005 and 2004


47Consolidated Balance Sheets as of
    December 31, 2006 and 2005


48Consolidated Statements of Shareholders
    Equity for the years ended December 31, 2006, 2005 and
    2004


49Consolidated Statements of Cash Flows for the
    years ended December 31, 2006, 2005, and 2004


50Notes to Consolidated Financial Statements


52  45




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##### Table of Contents



Report
    of Independent Registered Public Accounting Firm
           Share-Based Payment
    KPMG
    LLP
    46




---



##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF OPERATIONS
    Years ended December 31, 2006, 2005 and 2004
    (In thousands, except per share data)
  2006


2005


2004REVENUES

$
129,953


$
145,642


$
118,666COST OF REVENUES (exclusive of depreciation shown separately
    below)


97,194



114,214



92,619GROSS PROFIT


32,759



31,428



26,047OPERATING EXPENSES:Sales and marketing


7,910



8,131



7,897General and administrative


26,699



27,893



26,896Restructuring charge (recovery) (Note 7)


108



404



(1,137
)Depreciation and amortization


2,378



2,793



2,573Total operating expenses


37,095



39,221



36,229OPERATING LOSS


(4,336
)


(7,793
)


(10,182
)OTHER INCOME (EXPENSE):Interest income


134



114



147Interest expense


(864
)


(315
)


(247
)Other


1,763



(883
)


1,533Total other income (expense)


1,033



(1,084
)


1,433LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES


(3,303
)


(8,877
)


(8,749
)PROVISION FOR INCOME TAXES (Note 12)


1,576



2,717



4,957LOSS FROM CONTINUING OPERATIONS


(4,879
)


(11,594
)


(13,706
)DISCONTINUED OPERATIONS:Income (loss) from discontinued operations (net of applicable
    taxes of zero)


(3,529
)


(933
)


7,395Gain on disposal of discontinued operations (net of applicable
    taxes of zero)


378







INCOME (LOSS) FROM DISCONTINUED OPERATIONS


(3,151
)


(933
)


7,395NET LOSS

$
(8,030
)

$
(12,527
)

$
(6,311
)NET LOSS PER SHARE:Continuing operationsBasic and diluted

$
(0.20
)

$
(0.47
)

$
(0.56
)Discontinued operationsBasic and diluted

$
(0.13
)

$
(0.04
)

$
0.30Net loss per shareBasic and diluted

$
(0.33
)

$
(0.51
)

$
(0.26
)WEIGHTED AVERAGE SHARES USED IN CALCULATION OF NET LOSS PER
    SHARE:Basic and diluted


24,893



24,524



24,381    47




---



##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  CONSOLIDATED BALANCE SHEETS
 (In
    thousands, except per share data)
  December 31,2006


2005ASSETS:Current assets:Cash and cash equivalents

$
6,445


$
14,196Restricted cash


883



1,141Receivables, net of allowance for doubtful accounts of $200 and
    $317 at December 31, 2006 and 2005, respectivelyTrade accounts receivable (Note 5)


34,755



47,448Unbilled receivables (Note 5)


24,807



35,791Due from related parties and affiliates (Note 19)


3



15Due from disposal of business (Note 4)


7,610



Deferred income taxes (Note 12)


118



Prepaid expenses and other current assets


3,798



1,998Prepaid tax receivable and prepaid taxes


356



1,195Assets held for sale


587



Total current assets


79,362



101,784Property and equipment, net (Note 6)


2,779



3,642Deferred income taxes, net (Note 12)


1,453



1,171Goodwill (Note 10)


13,989



11,014Other intangibles, net


293



312Other assets


547



1,030Total Assets

$
98,423


$
118,953LIABILITIES AND SHAREHOLDERS EQUITY:Current liabilities:Line of credit (Note 11)

$
1,038


$
2,975Note payable


3,188



Accounts payable


17,224



27,876Accrued expenses


13,867



22,480Accrued employee compensation and benefits


6,545



5,390Deferred revenue


119



1,020Income taxes payable (Note 12)


2,082



2,891Accrued restructuring current (Note 7)


949



1,072Other current liabilities


597



310Liabilities held for sale


263



Total current liabilities


45,872



64,014Accrued restructuring noncurrent (Note 7)


87



492Other liabilities


368



696Total liabilities


46,327



65,202Commitments and contingencies (Note 16)Shareholders equity:Preferred stock:10,000 shares authorized; -0- shares issued and outstanding






Class A common stock; $.01 par value:70,000 shares authorized; 25,803 shares issued and
    25,644 shares outstanding and 20,485 shares issued and
    20,326 shares outstanding at December 31, 2006 and
    2005, respectively


258



205Class B common stock; $.01 par value:20,000 shares authorized; 0 shares and
    4,428 shares issued and outstanding at December 31,
    2006 and 2005, respectively






44Paid-in capital


112,762



108,902Accumulated deficit


(63,470
)


(55,440
)Subtotal


49,550



53,711Accumulated other comprehensive income  foreign
    currency translation adjustments


3,428



922Treasury stock (159 shares)


(882
)


(882
)Total shareholders equity


52,096



53,751Total Liabilities and Shareholders Equity

$
98,423


$
118,953    48




---



##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY AND
    COMPREHENSIVE LOSS
    Years ended December 31, 2006, 2005 and 2004
    (In thousands)
  Note


AccumulatedReceivable


OtherPreferred


Common Stock


Paid-in


Comprehensive


Accumulated


from


Comprehensive


TreasuryStock


Class A


Class B


Capital


Loss


Deficit


Shareholder


Income


Stock


TotalBalances at December 31, 2003






195



46



106,262







(36,602
)


(1,557
)


1,424







69,768Exercise/issuance of stock options






5







1,410























1,415Issuance of common stock






2



(2
)


101























101Discharge of shareholder note


























1,557











1,557Net loss

















$
(6,311
)


(6,311
)














(6,311
)Other comprehensive income  foreign currency
    translation adjustments


















2,057











2,057







2,057Treasury stock


































(882
)


(882
)Comprehensive loss

















$
(4,254
)


















Balances at December 31, 2004






202



44



107,773







(42,913
)






3,481



(882
)


67,705Exercise/issuance of stock options






3







561























564Issuance of common stock














113























113Stock-based compensation














455























455Net loss


















(12,527
)


(12,527
)














(12,527
)Other comprehensive loss  foreign currency
    translation adjustments


















(2,559
)










(2,559
)






(2,559
)Comprehensive loss

















$
(15,086
)


















Balances at December 31, 2005






205



44



108,902







(55,440
)






922



(882
)


53,751Exercise/issuance of stock options






3







600























603Issuance of common stock






5







1,926























1,931Release of restricted stock






1







(1
)






















Stock-based compensation














1,335























1,335Conversion of Class B Common Stock






44



(44
)


























Net loss


















(8,030
)


(8,030
)














(8,030
)Other comprehensive income  foreign currency
    translation adjustments


















2,506











2,506







2,506Comprehensive loss

















$
(5,524
)


















Balances at December 31,2006





$
258






$
112,762






$
(63,470
)





$
3,428


$
(882
)

$
52,096    49




---



##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
    CONSOLIDATED STATEMENTS OF CASH FLOWS
    Years ended December 31, 2006, 2005, and 2004
    (In thousands)
  2006


2005


2004Cash flows from operating activities:Net loss

$
(8,030
)

$
(12,527
)

$
(6,311
)Adjustments to reconcile net loss to net cash used in operating
    activities:Depreciation and amortization


2,567



2,921



2,702Provision (recovery) for doubtful accounts


(25
)


744



147Non-cash compensation


1,335



455



675Loss from investments in joint ventures, net






15



446Restructuring charge (reversal)


108



598



(1,198
)Gain on disposal of businesses


(378
)






Changes in operating assets and liabilities:Trade, unbilled, and other receivables


20,222



(10,506
)


(9,852
)Accounts payable and accrued expenses


(21,820
)


11,195



6,233Other current assets and liabilities


(1,445
)


1,406



1,365Other non-current assets and liabilities


(2,597
)


(2,380
)


1,097Net cash used in operating activities


(10,063
)


(8,079
)


(4,696
)Cash flows from investing activities:Purchases of property and equipment


(1,549
)


(2,398
)


(3,017
)Proceeds from sale of property and equipment






61



30Proceeds from sale of businesses


985







Business acquisitions and investments, net of cash acquired


461



(125
)


(360
)Net cash used in investing activities


(103
)


(2,462
)


(3,347
)Cash flows from financing activities:Proceeds from issuance of common stock, net






113



100Proceeds from sale of short-term investments










520Proceeds from exercise of options


603



564



1,416Decrease (increase) in restricted cash


299



(112
)


543Proceeds from line of credit


17,823



5,439



21,003Payments on line of credit


(19,894
)


(2,583
)


(22,859
)Proceeds from note payable


4,200







Payments on note payable


(1,162
)






Net cash provided by financing activities


1,869



3,421



723Effect of exchange rate changes on cash and equivalents


546



(614
)


307Net decrease in cash and cash equivalents


(7,751
)


(7,734
)


(7,013
)Cash and cash equivalents at beginning of period


14,196



21,930



28,943Cash and cash equivalents at end of period

$
6,445


$
14,196


$
21,930Supplemental disclosures of cash flow information:Cash paid during the year for:Interest

$
653


$
296


$
40Income taxes

$
4,288


$
1,900


$
266    50




---



##### Table of Contents



51




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##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 Years ended December 31, 2006, 2005 and 2004
  Note 1.
    Description
    of Operations and Basis of Presentation    end-to-end
    Discontinued Operations.
  Note 2.
    Summary
    of Significant Accounting Policies  Form 10-K.
  Significant
    accounting policies are as follows:
  Cash Equivalents and Restricted Cash
  Concentration of Credit Risk
 52




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##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2006


2005(in thousands)Europe

$
10,206


$
10,702Middle East/Africa

$
19,990


$
21,848Asia-Pacific

$
288


$
589   start-up
    Fair Value of Financial Instruments
  Inventory first-in,
  Property and Equipment
    Computer equipment

3 yearsSoftware

3 yearsFurniture and office equipment

3 to 7 yearsLeasehold improvements

Shorter of the term of the lease or estimated useful lifeVehicles

5 years   Impairment of Long-Lived Assets Accounting
    for Impairment or Disposal of Long-Lived Assets,
 53




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##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Goodwill and Other Intangible Assets Goodwill and Other Intangible
    Assets
  Investments in Affiliates 20-50%
  Revenue Recognition percentage-of-completion percentage-of-completion
  Income Taxes Accounting for
    Income Taxes.
  non-U.S. portions
  Accounting for Uncertainty
    in Income Taxes An Interpretation of
    FASB Statement No. 109
 54




---



##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Foreign Currency Translation
  Foreign Currency
    Translation non-U.S. dollar
    Use of Estimates
  Share-Based Compensation Share-Based Payment Accounting For Stock Issued to
    Employees.
  Accounting for Stock-Based
    Compensation Accounting for Stock-Based
    Compensation  Transition and Disclosure Incentive Plans
 55




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##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Other Comprehensive Income
    (Loss)
  Reclassifications
  Note 3.
    New
    Accounting Standards      Fair Value Measurements
  Considering the Effects of
    Prior Year Misstatements when Quantifying Misstatements in
    Current Year Financial Statements
 56




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##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Accounting for Uncertainty in
    Income Taxes An Interpretation of FASB
    Statement No. 109
  Note 4.
    Discontinued
    Operations  Accounting for the Impairment or Disposal of Long-Lived
    Assets
    December 31,2006


2005


2004(in thousands)Revenue

$
14,838


$
48,331


$
74,492Gross margin (loss)

$
(1,458
)

$
1,112


$
8,358Loss from discontinued operations (net of applicable taxes of
    zero)

$
(3,529
)

$
(933
)

$
7,395Gain on disposal of discontinued operations (net of applicable
    taxes of zero)


378







Total loss from discontinued operations

$
(3,151
)

$
(933
)

$
7,395   true-up
    Sale
    of U.S. Network Deployment Business
   57




---



##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
         Line of Credit and Notes Payable.
     58




---



##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2006


2005


2004(in thousands)Revenue

$
12,817


$
45,039


$
72,415Gross margin (loss)

$
(1,094
)

$
396


$
8,228Loss from discontinued operations (net of applicable taxes of
    zero)

$
(1,988
)

$
(758
)

$
7,846Gain on disposal of discontinued operations (net of applicable
    taxes of zero)


378







Total loss from discontinued operations

$
(1,610
)

$
(758
)

$
7,846     2006(in thousands)Billed accounts receivable

$
183Accounts payable

$
1,087Accrued expenses

$
623   Sale
    of Brazilian Subsidiary
         59




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##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Subsequent
    Events.
    2006


2005


2004(in thousands)Revenue

$
2,021


$
3,292


$
2,077Gross margin

$
(364
)

$
716


$
130Loss from discontinued operations (net of applicable taxes of
    zero)

$
(1,541
)

$
(175
)

$
(451
)     2006(in thousands)Cash and cash equivalents

$
50Other receivables


418Other current assets


65Fixed assets, net


54Assets held for sale

$
587Accounts payable

$
84Accrued employee compensation and benefits


113Other accrued expenses


66Liabilities held for sale

$
263   Note 5.
    Accounts
    Receivable  percentage-of-completion
 60




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##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 6.
    Property
    and Equipment    2006


2005(in thousands)Computer equipment

$
15,417


$
16,252Software


5,806



4,813Furniture and office equipment


12,706



11,984Leasehold improvements


1,667



1,613Vehicles


136



139Property and equipment


35,732



34,801Less accumulated depreciation and amortization


(32,953
)


(31,159
)Property and equipment, net

$
2,779


$
3,642     Note 7.
    Restructuring
    Charge           61




---



##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Severance


Facilities


Total(In thousands)Restructuring payable as of December 31, 2003

$



$
6,335


$
6,335Reversal for reoccupied space






(1,166
)


(1,166
)Charges against the provision:Payments for excess office space, net of sublease income






(2,131
)


(2,131
)Leasehold improvements and other assets written-off






(214
)


(214
)Other






77



77Restructuring payable as of December 31, 2004






2,901



2,901Restructuring charge


752



176



928Reversal for reoccupied space






(330
)


(330
)Restructuring charge (recovery)


752



(154
)


598Charges against the provision:Payments for excess office space, net of sublease income






(960
)


(960
)Severance and associated costs paid


(730
)






(730
)Leasehold improvements and other assets written-off






(37
)


(37
)Other






(208
)


(208
)Restructuring payable as of December 31, 2005


22



1,542



1,564Restructuring charge






108



108Reversal of excess severance


(19
)






(19
)Charges against the provision:Payments for excess office space, net of sublease income






(645
)


(645
)Other






27



27Restructuring payable as of December 31, 2006

$
3


$
1,032


$
1,035     2006


2005(in thousands)Accrued restructuring current

$
948


$
1,072Accrued restructuring


87



492Accrued restructuring total

$
1,035


$
1,564   Note 8.
    Investments   62




---



##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  10-year
      Note 9.
    Business
    Combinations     63




---



##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Note 10.
    Goodwill
    and Intangibles    2006


2005(in thousands)Goodwill

$
13,989


$
11,014Other intangibles:Customer relationships

$
1,098


$
974Trade names


205



186Patents


28



Organizational cost


223



29Accumulated amortization


(1,261
)


(877
)Other intangibles

$
293


$
312   Business Combinations.
  Note 11.
    Line of
    Credit and Notes Payable   64




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##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Discontinued Operations
       65




---



##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Note 12.
    Income
    Taxes    2006


2005


2004(in thousands)Current:Federal

$
(1,535
)

$
(631
)

$
State and local


75



160



215Foreign


3,324



3,188



9361,864



2,717



1,151Deferred:Federal


1,148







3,216State and local










590Foreign


(1,436
)






(288
)






3,806Total

$
1,576


$
2,717


$
4,957       2006


2005


2004(in thousands)Domestic

$
(14,161
)

$
(15,457
)

$
(8,312
)Foreign


10,858



6,580



(437
)Total

$
(3,303
)

$
(8,877
)

$
(8,749
)     2006


2005


2004(in thousands)Tax provision at statutory federal income tax rate

$
(1,156
)

$
(3,107
)

$
(3,062
)Effect of:State and local income taxes, net of federal tax benefit


(507
)


(359
)


523Foreign tax and tax credits


(2,285
)


300



(853
)Non deductible expenses and permanent items


744



106



905Federal refund






(512
)


Change in valuation allowance


6,349



2,912



8,206Expiration of foreign tax credits






2,568



Release of federal tax reserve


(1,565
)






Other


(4
)


809



(762
)Effective income tax provision

$
1,576


$
2,717


$
4,957  66




---



##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2006


2005(in thousands)Deferred tax assets:Accrued compensation

$
392


$
665Accrued expenses


609



625Foreign tax credit carry-forward


1,749



481Research tax credit carryover


340



340Alternative minimum tax credit


276



276Net operating loss carry-forward


22,618



16,593Unrealized foreign exchange gain






246Property and equipment


436



Other


60



79Total gross deferred tax assets


26,480



19,305Less valuation allowance


(24,459
)


(17,283
)Deferred tax assets net of valuation allowance


2,021



2,022Deferred tax liabilities:Property and equipment






(730
)Deferred revenue


(144
)


(144
)Unrealized foreign exchange loss


(440
)


Total gross deferred liabilities


(584
)


(874
)Net deferred tax assets

$
1,437


$
1,148     2006


2005(in thousands)Current liability


(16
)


23Non-current asset


1,453



1,171$
1,437


$
1,148      67




---



##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
           Note 13.
    Health
    and Retirement Plans           68




---



##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Note 14.
    Incentive
    Plans  Description
    of Share-based Compensation Plans:
    Equity
    Incentive Plans:
  Equity Incentive Plan
  Directors Plan
  Employee Stock Purchase Plan
 69




---



##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Proforma Information for
    Periods Prior to the Adoption of SFAS No. 123(R)
  The Dean J. Douglas Employment Inducement
    Plan
  Impact
    of the Adoption of SFAS No. 123(R):
           70




---



##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Non-ReportableAmericas


EMEA


Segments


Total(in thousands)Cost of Revenues

$
33


$
12


$



$
45Sales and Marketing


13



14







27General and Administrative


18



76



124



218Q1 2006


64



102



124



290Cost of Revenues


27



25







52Sales and Marketing


23



28



9



60General and Administrative


66



90



269



425Q2 2006


116



143



278



537Cost of Revenues


30



28







58Sales and Marketing


7



30



17



54General and Administrative


(44
)


98



306



360Q3 2006


(7
)


156



323



472Cost of Revenues






13







13Sales and Marketing


9



8



15



32General and Administrative


(34
)


1



8



(25
)Q4 2006


(25
)


22



23



20Cost of Revenues


90



78







168Sales and Marketing


52



80



41



173General and Administrative


6



265



707



978Total 2006

$
148


$
423


$
748


$
1,319   Valuation
    Assumptions:
   71




---



##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2006

2005

2004Expected dividend yield

0%

0%

0%Risk-free interest rate

5.65%

4.25% to 4.40%

4.00% to 4.40%Expected life

3-7 years

3-7 years

3-7 yearsVolatility

75%

40% to 60%

38% to 98%     2006

2005Expected dividend yield

0%

0%Risk-free interest rate

4.3%- 5.3%

4.5%Expected life

2.0 to 6.0 years

2.5 to 5.5 yearsVolatility

55%-75%

78%     2005

2004Expected dividend yield

0%

0%Risk-free interest rate

2.6% to 4.0%

0.9% to 2.1%Expected life

1 month

1 monthVolatility

40% to 100%

38% to 93%   Share-Based
    Compensation Activity:
  Service
    Based Awards
    Weighted


WeightedNumber


Average


Average


Aggregateof


Exercise


Contractual


IntrinsicShares


Price


Term in Years


Value(in thousands)








(in thousands)Outstanding at December 31, 2005


2,966


$
5.11Granted


67


$
3.45Exercised


(274
)

$
2.37Expired


(81
)

$
6.29Forfeited


(951
)

$
5.31Outstanding at December 31, 2006


1,727


$
5.24



6.2


$
955Exercisable at December 31, 2006


1,448


$
5.35



5.6


$
872    72




---



##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    in-the-money in-the-money
  Market
    Based Awards
    Weighted


WeightedNumber


Average


Average


Aggregateof


Exercise


Contractual


IntrinsicShares


Price


Term


Value(in thousands)








(in thousands)Outstanding at December 31, 2005


1,000


$
2.49Granted


1,030


$
3.48Outstanding at December 31, 2006


2,030


$
2.99



9.0


$
2,151Exercisable at December 31, 2006














    73




---



##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   Restricted
    Stock Awards
    WeightedNumber


Averageof


Grant DateShares


Fair Value(in thousands)Non vested at December 31, 2005


1,068


$
3.00Granted


1,065


$
3.74Vested


(323
)

$
2.98Forfeited


(443
)

$
3.63Non vested at December 31, 2006


1,367


$
3.40       Pro
    forma Information for Periods Prior to the Adoption of
    SFAS No. 123(R)
   74




---



##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2005


2004(in thousands)Loss from continuing operations as reported

$
(11,594
)

$
(13,706
)Deduct total stock-based employee compensation expense
    determined under fair value based method


(1,292
)


(2,179
)Pro forma net loss from continuing operations

$
(12,886
)

$
(15,885
)(Loss) income from discontinued operations as reported

$
(933
)

$
7,395Deduct total stock-based employee compensation expense
    determined under fair value based method


(39
)


(57
)Pro foma net (loss) income from discontinued operations

$
(972
)

$
7,338Loss from operations as reported

$
(12,527
)

$
(6,311
)Deduct total stock-based employee compensation expense
    determined under fair value based method


(1,331
)


(2,236
)Pro forma net loss

$
(13,858
)

$
(8,547
)Net loss per share as reported:Continuing: basic and diluted

$
(0.47
)

$
(0.56
)Discontinued: basic and diluted

$
(0.04
)

$
0.30Net loss per share: basic and diluted

$
(0.51
)

$
(0.26
)Pro forma:Continuing: basic and diluted

$
(0.53
)

$
(0.65
)Discontinued: basic and diluted

$
(0.04
)

$
0.30Pro forma net loss per share: basic and diluted

$
(0.57
)

$
(0.35
)   Note 15.
    Shareholders
    Equity  Common Stock
  one-for-one
 75




---



##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Note 16.
    Commitments
    and Contingencies  Leases
      RentalReceivablesRental


UnderPayable


Subleases(in thousands)2007

$
5,075


$
7342008


1,749



2092009


1,081



2912010


793



2912011


735



2912012


475



291Thereafter


899



582$
10,807


$
2,689     Legal Proceedings
  Note 17.
    Income
    (Loss) per Share  Earnings per Share
 76




---



##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2006


2005


2004Per Share


Net





Per Share








Per ShareNet Loss


Shares


Amount


Loss


Shares


Amount


Net Loss


Shares


Amount(In thousands, except per share data)Basic EPSNet loss available to common shareholdersContinuing operations

$
(4,879
)





$
(0.20
)

$
(11,594
)





$
(0.47
)

$
(13,706
)





$
(0.56
)Discontinued operations

$
(3,151
)





$
(0.13
)

$
(933
)





$
(0.04
)

$
7,395






$
0.30Total

$
(8,030
)


24,893


$
(0.33
)

$
(12,527
)


24,524


$
(0.51
)

$
(6,311
)


24,381


$
(0.26
)Effect of Dilutive SecuritiesStock option plans






























Dilutive EPSNet loss available to common shareholders and assumed conversionsContinuing operations

$
(4,879
)





$
(0.20
)

$
(11,594
)





$
(0.47
)

$
(13,706
)





$
(0.56
)Discontinued operations

$
(3,151
)





$
(0.13
)

$
(933
)





$
(0.04
)

$
7,395






$
0.30Total

$
(8,030
)


24,893


$
(0.33
)

$
(12,527
)


24,524


$
(0.51
)

$
(6,311
)


24,381


$
(0.26
)     Note 18.
    Segment
    Reporting  Disclosures about Segments of an
    Enterprise and Related Information
       77




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##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Operating
    Segments:
  Americas


EMEA


Total(in thousands)2006Net revenue from external customers

$
29,959


$
99,944


$
129,903Intersegment revenues










Total revenues

$
29,959


$
99,944


$
129,903Depreciation and amortization

$
430


$
1,609


$
2,039Interest income


1



35



36Interest expense






29



29Income (loss) before taxes


(1,573
)


11,651



10,078Segment assets


14,623



78,668



93,291Expenditures for property


99



938



1,0372005Net revenue from external customers

$
36,478


$
107,844


$
144,322Intersegment revenues










Total revenues

$
36,478


$
107,844


$
144,322Depreciation and amortization

$
432


$
2,016


$
2,448Interest income






16



16Interest expense


1



16



17Income (loss) before taxes


(4,168
)


6,809



2,641Segment assets


34,640



73,650



108,290Expenditures for property


873



1,445



2,3182004Net revenue from external customers

$
35,515


$
78,172


$
113,687Intersegment revenues










Total revenues

$
35,515


$
78,172


$
113,687Depreciation and amortization

$
350


$
1,818


$
2,168Interest income






29



29Interest expense






243



243Income (loss) before taxes


(1,779
)


677



(1,102
)Segment assets


36,370



62,981



99,351Expenditures for property


817



1,836



2,653  78




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##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2006


2005


2004(in thousands)Revenues:Revenues for reportable segments

$
129,903


$
144,322


$
113,687Revenues for non-reportable segments


50



1,320



4,979Total consolidated revenues

$
129,953


$
145,642


$
118,666Assets:Assets for reportable segments


93,291



108,290



99,351Assets not attributable to reportable segments:Cash and cash equivalents


1,617



7,245



15,984Restricted cash


9



37



232Deferred and prepaid tax assets


1,809



2,365



1,832Property and equipment


576



154



529Receivables


578



635



1,946Prepaids


262



219



230Investments


0



0



662Other


281



8



41Total consolidated assets

$
98,423


$
118,953


$
120,807   2006


2005


2004(in thousands)Income (loss) before income taxes for reportable segments

$
10,078


$
2,641


$
(1,102
)General corporate expenses


(13,381
)


(11,518
)


(7,647
)Loss from operations before income taxes

$
(3,303
)

$
(8,877
)

$
(8,749
)   79




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##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Segment


Unallocated





ConsolidatedOther Significant Items

Total


Expenditures


Eliminations


Total(in thousands)2006Depreciation and amortization

$
2,039


$
339


$



$
2,378Interest income


36



98







134Interest expense


29



835







864Expenditures for property


1,037



463







1,5002005Depreciation and amortization


2,448



345







2,793Interest income


16



98







114Interest expense


17



298







315Expenditures for property


2,318



28







2,3462004Depreciation and amortization


2,168



405







2,573Interest income


29



118







147Interest expense


243



4







247Expenditures for property


2,653



186







2,839     2006


2005


2004(in thousands)Design

$
70,357


$
76,676


$
54,460Deployment


50,944



57,915



40,325Operations and maintenance


5,298



7,144



7,822Consulting


3,354



3,907



16,059Total revenues

$
129,953


$
145,642


$
118,666  80




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##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2006


2005


2004Net





Net





NetRevenues


Property


Revenues


Property


Revenues


Property(in thousands)Americas:United States of America

$
29,808


$
881


$
36,092


$
1,277


$
38,744


$
1,300Other


151







1,254



67



858



82Total Americas


29,959



881



37,346



1,344



39,602



1,382Europe, Middle East and Africa:United Kingdom


18,286



190



13,331



318



17,157



584Netherlands


17,228



233



21,206



268



18,892



352Italy


6,110



604



6,010



968



8,993



617Algeria


29,065







31,105







14,293



37Saudi Arabia


23,271







31,218



73



15,662



Other


5,984



840



4,973



614



3,175



1,107Total Europe, Middle East and Africa


99,944



1,867



107,843



2,241



78,172



2,697Asia-Pacific


50



31



453



57



892



139Total

$
129,953


$
2,779


$
145,642


$
3,642


$
118,666


$
4,218   Note 19.
    Related
    Party Transactions  Shareholders Equity,
   81




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##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       Note 20.
    Quarterly
    Data (Unaudited)  20061st


2nd


3rd


4thQuarter


Quarter


Quarter


Quarter(in thousands, except per share amounts)Revenues

$
35,743


$
33,997


$
31,933


$
28,280Operating income (loss)


(222
)


216



872



(5,202
)Income (loss) from continuing operations before income taxes


(448
)


381



1,642



(4,878
)Income (loss) from continuing operations


(1,428
)


(507
)


131



(3,075
)Income (loss) from discontinued operations


(732
)


585



(1,701
)


(1,303
)Net income (loss)


(2,160
)


78



(1,570
)


(4,378
)Net income (loss) per share:Continuing operations  basic and diluted

$
(0.06
)

$
(0.02
)

$
0.01


$
(0.12
)Discontinued operations  basic and diluted

$
(0.03
)

$
0.02


$
(0.07
)

$
(0.05
)Net loss per share  basic and diluted

$
(0.09
)

$



$
(0.06
)

$
(0.17
)   82




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##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  20051st


2nd


3rd


4thQuarter


Quarter


Quarter


Quarter(in thousands, except per share amounts)Revenues

$
31,452


$
35,282


$
39,030


$
39,878Operating loss


(2,393
)


(2,909
)


(217
)


(2,274
)Loss from continuing operations before income taxes


(2,909
)


(2,938
)


(405
)


(2,625
)Loss from continuing operations


(3,790
)


(3,734
)


(1,454
)


(2,616
)Income (loss) from discontinued operations


68



(4,406
)


2,680



725Net income (loss)


(3,722
)


(8,140
)


1,226



(1,891
)Net income (loss) per share:Continuing operations  basic and diluted

$
(0.15
)

$
(0.15
)

$
(0.06
)

$
(0.11
)Discontinued operations  basic and diluted

$



$
(0.18
)

$
0.11


$
0.03Net income (loss) per share  basic and diluted

$
(0.15
)

$
(0.33
)

$
0.05


$
(0.08
)             inception-to-date
    inception-to-date
 83




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##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Note 21.
    Subsequent
    Events        Form 8-K Form 10-K Form 10-K) Form 10-K
   84




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##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    10-K 10-Q
         85




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##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Form 8-K
  Form 8-K Form 10-K Form 10-Q Form 10-K Form 10-Q Form 8-K/A
  10-Q
  Form 8-K
   86




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##### Table of Contents



LCC
    INTERNATIONAL, INC. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Form 8-K Form 10-Q 10-Q) Form 10-Q 10-Q Form 10-Q
 87




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##### Table of Contents



Item 9.
    Changes
    in and Disagreements with Accountants on Accounting and
    Financial Disclosure        Share-Based Payment
  Item 9A.
    Controls
    and Procedures  (a)
    Evaluation
    of Disclosure Controls and Procedures  Rules 13a-15(e) 15d-15(e)
 88




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##### Table of Contents



(b)
    Internal
    Control Over Financial Reporting  Managements
    Report on Internal Control Over Financial Reporting
  Rule 13a-15(f) 15d-15(f)
  
    Pertain to the maintenance of records that, in reasonable
    detail, accurately and fairly reflect the transactions and
    dispositions of the assets of the Company;
    Provide reasonable assurance that transactions are recorded as
    necessary to permit preparation of financial statements in
    accordance with generally accepted accounting principles, and
    that receipts and expenditures of the Company are being made
    only in accordance with authorizations of management and
    directors of the Company; and
    Provide reasonable assurance regarding prevention or timely
    detection of unauthorized acquisition, use or disposition of the
    Companys assets that could have a material effect on the
    financial statements.    Internal Control-Integrated Framework
  
    The Companys entity-level policies and procedures for
    monitoring the effectiveness of control activities that relate
    to individual accounts and classes of transactions were not
    effective. Specifically, there was not effective planning of the
    nature, timing or extent of monitoring activities or adequate
    resources to ensure monitoring is performed on a timely basis by
    personnel with sufficient expertise. As a result of this
    material weakness, deficiencies in the design or operation of
    internal control over financial reporting, including
    deficiencies that represent more than a remote likelihood of a
    material misstatement in the Companys annual or interim
    financial statements, may not be identified and remediated on a
    timely basis.
    The Companys policies and procedures were not designed in
    a manner to ensure that all costs (primarily related to Value
    Added Tax and the impact of changes in foreign currency exchange
    rates) were included in the accrual of costs related to its
    operations in Algeria and lacked adequate supervisory review.
    This material weakness resulted in errors in the accrued
    liabilities in the Companys preliminary 2006 financial
    statements and in more than a remote likelihood that a material
    misstatement of the Companys annual or interim financial
    statements would not be prevented or detected.       89




---



##### Table of Contents



Report
    of Independent Registered Public Accounting Firm 
    on Internal Control over Financial Reporting
     Form 10-K,
          
    The Companys entity-level policies and procedures for
    monitoring the effectiveness of control activities that relate
    to individual accounts and classes of transactions were not
    effective. Specifically, there was not effective planning of the
    nature, timing or extent of monitoring activities or adequate
    resources to ensure monitoring is performed on a timely basis by
    personnel with sufficient expertise. As a result of this
    material weakness, deficiencies in the design or operation of
    internal control over financial reporting, including
    deficiencies that represent more than a remote likelihood of a
    material misstatement in the Companys annual or interim
    financial statements, may not be identified and remediated on a
    timely basis.
    The Companys policies and procedures were not designed in
    a manner to ensure that all costs (primarily related to Valued
    Added Tax and the impact of changes in foreign currency exchange
    rates) were included in the accrual of costs related to its
    operations in Algeria and lacked adequate supervisory review.
    This material weakness resulted in errors in the accrued
    liabilities in the Companys preliminary 2006 financial
    statements 90




---



##### Table of Contents



and in more than a remote likelihood that a material
    misstatement of the Companys annual or interim financial
    statements would not be prevented or detected.            91




---



##### Table of Contents



(c)
    Changes
    in Internal Control over Financial Reporting    (d)
    Remediation
    Efforts    
    With respect to the material weakness related to the
    entity-level policies and procedures for monitoring, the Company
    has added an experienced senior manager responsible for external
    reporting and has increased and upgraded the quality of its
    accounting personnel in both its Corporate Controllers
    staff and its Americas Finance staff. Additionally,
    certain accounting procedures more closely related to the
    Americas operations which were formerly performed by the
    Corporate Controller and the Corporate Accounting personnel have
    been reassigned to the Companys Americas Operations
    Finance Staff. This reassignment has resulted in the Corporate
    Controllers staff having more time to focus on preparation
    of the Companys financial reporting and monitor control
    activities.
    Additionally, the Companys management has taken action
    with respect to the planning, development, implementation and
    execution of its Internal Audit Function in order to ensure more
    timely testing of the Companys internal controls by
    management. This action includes the outsourcing of the
    Companys internal audit function to what the Company
    believes is an appropriately experienced third party whose
    primary focus is to work with the Companys management to
    develop, plan, implement and execute testing of controls and
    procedures on a basis that will allow the Companys
    management to evaluate and assess internal controls timely.
    With respect to the material weakness associated with the
    accrual of costs related to its deployment activities in
    Algeria, the Companys management has trained operations
    and financial personnel as to the identification of all of the
    cost elements that should be included in the accrual of costs
    related to its deployment activities. Additionally, the Company
    has required that a senior finance director perform a review of
    the accruals relating to Algeria before issuance of its
    quarterly and annual financial statements.  Form 10-K Form 10-K,
  Item 9B.
    Other
    information   92




---



##### Table of Contents



PART III
  Item 10.
    Directors,
    Executive Officers and Corporate Governance  Board of
    Directors
    Name

Age

Position

Director SinceJulie A. Dobson


51


Chairperson of the Board of Directors


2003Dean J. Douglas


50


Director


2005Melvin L. Keating


60


Director


2007Richard J. Lombardi


65


Director


2005Susan Ness


59


Director


2001Dr. Rajendra Singh


53


Director


1983Neera Singh


48


Director


1983   Julie A. Dobson start-up
  Dean J. Douglas
  Melvin L. Keating
 93




---



##### Table of Contents



Richard J. Lombardi
  Susan Ness 2001-2002
  Dr. Rajendra Singh
  Neera Singh
 94




---



##### Table of Contents



Corporate
    Governance and Related Matters
    Corporate Standards of Conduct. e-mailing
  Director Independence.
  Audit Committee Independence and Financial
    Expertise.
  Nominating and Corporate Governance
    Committee.
   95




---



##### Table of Contents



Suite A-315,
  Compensation Committee. Form 10-K
  Communicating with the Board of Directors. Suite A-315,
  Availability of the Policy and Committee
    Charters.
  Board
    Meetings and Committee Meetings
     96




---



##### Table of Contents



97




---



##### Table of Contents



MANAGEMENT
    Name

Age

PositionDean J. Douglas


50


President and Chief Executive OfficerLouis Salamone, Jr.


60


Executive Vice President, Chief Financial Officer and TreasurerCarlo Baravalle


46


Executive Vice President, Europe, Middle-East, Africa and
    Asia-PacificPeter A. Deliso


46


Senior Vice President New Ventures, General Counsel and SecretaryKenneth M. Young


43


Senior Vice President, Chief Marketing Officer and President of
    Americas   Dean J. Douglas
  Louis Salamone, Jr. business-to-business
  Carlo Baravalle
 98




---



##### Table of Contents



Peter A. Deliso
  Kenneth M. Young
  Section 16(a)
    Beneficial Ownership Reporting Compliance
    Item 11.
    Executive
    Compensation  COMPENSATION
    DISCUSSION AND ANALYSIS
    Compensation
    Philosophy and Objectives
    
    To provide a compensation package at a level at which we can
    successfully recruit talented executives;
    To reward executive officers in a manner that is directly
    associated with creating stockholder value; 99




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##### Table of Contents




    To compensate employees fairly and equitably in return for
    high-quality delivery of services to our clients;
    To reward employees for supporting profit growth, disciplined
    spending, identifying and seizing opportunities to save, and
    hard work; and
    To reward employees as stockholders and contributors as Company
    profitability increases and thereby retain valuable employees.    Setting
    Executive Compensation
    Market
    Analysis
      Internal
    Analysis
    Role
    of Executive Officers in Compensation Discussions
  year-to-year
 100




---



##### Table of Contents



Elements
    of Compensation
    
    Base salary;
    Long-term equity awards;
    Annual incentive cash compensation; and
    Post-termination compensation.    Base
    Salary
      Long-Term
    Equity Participation
    
    Mr. Douglas, our President and Chief Executive Officer, was
    granted 1,000,000 options which vest in 25% increments if and
    when the
    20-day
    average closing price per share of our common stock equals or
    exceeds the following amounts (as adjusted for stock splits and
    reverse stock splits): $4.00, $5.75, $7.25 and $9.00.
    Mr. Baravalle, our Executive Vice President, Europe, Middle
    East, Africa and Asia Pacific, was granted 400,000 options which
    vest in 25% increments if and when the
    20-day
    average closing price per share of our common stock equals or
    exceeds the following amounts (as adjusted for stock splits and
    reverse stock splits): $4.25, $6.00, $7.50 and $9.00.
    Mr. Salamone, our Executive Vice President, Chief Financial
    Officer and Treasurer, was granted 400,000 options which vest in
    25% increments if and when the
    20-day
    average closing price per share of our common stock equals or
    exceeds the following amounts (as adjusted for stock splits and
    reverse stock splits): $4.00, $5.75, $7.25 and $9.00.
    Mr. Young, our Senior Vice President, Chief Marketing
    Officer and President of Americas was granted 175,000 options
    which vest in 25% increments if and when the
    20-day
    average closing price per share of our common stock equals or
    exceeds the following amounts (as adjusted for stock splits and
    reverse stock splits): $4.00, $5.75, $7.25 and $9.00.   101




---



##### Table of Contents



Annual
    Incentive Cash Compensation
          Target Bonus as aPercentage ofExecutive

Base SalaryDean J. Douglas


100
%Louis Salamone, Jr.


75
%Carlo Baravalle


50
%Peter A. Deliso


50
%Kenneth M. Young


50
%James W. Greenwell


50
%Charles R. Waldron


50
%        102




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##### Table of Contents



Equity
    Grant Practices
          Post-Termination
    Compensation
    Actions Taken After Fiscal Year-End 
    Termination of Baravalle Consulting Agreement.
      Compensation
    Deductibility Policy
   103




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##### Table of Contents



Actions
    Taken After Fiscal Year-End
  Termination
    of Baravalle Consulting Agreement
      COMPENSATION
    COMMITTEE REPORT
  Regulation S-K Form 10-K
    
 104




---



##### Table of Contents



POTENTIAL
    PAYMENTS UPON TERMINATION OR CHANGE OF CONTROL
    Employment
    Agreements with Mr. Douglas and Mr. Salamone
  Severance
    Payments
    
    Death or Disability.  If the executives
    employment is terminated by reason of his death or disability,
    he will be entitled to receive any earned and unpaid salary,
    earned and unpaid benefits (such as accrued but unused
    vacation), and prior years bonuses earned but not yet paid;
    Non-Renewal.  If the executives
    employment is terminated due to his election not to renew the
    employment agreement or by our election not to renew the
    agreement at any time after his
    66th birthday,
    the executive will be entitled to earned and unpaid salary,
    earned and unpaid benefits, prior years bonuses earned but
    not yet paid, and any earned bonus for his final year of
    employment;
    Cause, Without Good Reason.  If the
    executives employment is terminated by us for
    cause, or by the executive without good
    reason, the executive is entitled to receive any earned
    and unpaid salary and benefits, but not any bonuses.  
    as used in the employment agreements, cause means
    (i) the executives committing a felony or act of
    fraud or neglect; (ii) the continuing failure of the
    executive to perform his duties; (iii) any material
    violation of a published Company policy; (iv) any material
    violation of the non-competition, non-solicitation,
    non-disclosure and assignment of inventions covenants contained
    in the employment agreement; or (v) the executives
    material breach of his employment agreement.
    as used in the employment agreements, good reason
    means (i) a material reduction of the executives
    authority, duties and responsibilities; (ii) a reduction in
    the executives annual salary, except in connection with a
    reduction in compensation generally applicable to senior
    management, provided that for Mr. Salamone, such a
    reduction may not exceed 15% of his base salary as established
    on April 21, 2006; (iii) the Companys material
    and willful breach of the employment agreement; and (iv) in
    the case of Mr. Douglas, (A) a requirement that his
    work location be moved more than 50 miles from McLean,
    Virginia, or (B) the failure of the Company to obtain the
    assumption of Mr. Douglas employment agreement by its
    successor.  
    Without Cause, For Good Reason.  If the
    executives employment is terminated by us without cause,
    or by the executive for good reason, or as a result of the
    Companys election not to renew the executives
    employment agreement at any time prior to his
    66th birthday,
    the executive is entitled to receive:  
    any earned and unpaid salary and benefits;
    prior years bonuses earned but not yet paid; and
    a severance payment equal to, in the case of Mr. Douglas,
    1.5 times, and in the case of Mr. Salamone, one time, the
    sum of his annual salary in effect on the day of termination and
    his target bonus for the calendar year in which the termination
    of his employment occurs or, if no target bonus for the year of
    termination has been set on or prior to the termination of his
    employment, the target bonus for the prior year.  
    Without Cause or For Good Reason in Change in Control
    Period.  If the executives employment is
    terminated by us without cause, or by the executive for good
    reason or as a result of the Companys election not to
    renew the executives employment agreement at any time
    prior to his
    66th birthday,
    in the case of 105




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##### Table of Contents



Mr. Douglas within 3 months prior to or 18 months
    following a change in control of the Company, and in the case of
    Mr. Salamone, within 365 days following a change in
    control of the Company, each executive will receive:  
    the severance benefits described above (in the event of a
    termination without cause or a termination for good reason),
    except that the severance payment for Mr. Douglas will
    equal 2 times the sum of his annual salary and target bonus and
    the severance payment for Mr. Salamone will equal 1.5 times
    his annual salary and target bonus;
    an amount equal to any excise taxes charged to them as a result
    of his receipt of change in control payments; and
    in the case of Mr. Douglas only, if he elects COBRA health
    care continuation coverage, for 12 months following
    termination of his employment he will be entitled to the
    difference between his share of pre-termination group health
    plan costs and the cost of COBRA coverage.    Acceleration
    of Certain Equity Grants
    Death or Disability:
  Without Cause, For Good Reason:
  Without Cause or For Good Reason in Change in Control
    Period:
  Change in Control within 18 months of Grant
    Date: 2 3
  Conditions
    to Receipt of Severance Payments
   106




---



##### Table of Contents



Summary
    of Payments
    Bonus for








Acceleration of


TaxFinal Year of








Equity Awards


Gross upEmployment


Severance


Benefits


(Intrinsic Value)


Payments


TotalDeath or Disability













$
2,910,003






$
2,910,003Non-Renewal of Agreement prior to
    66th Birthday

$
375,000
(1)

















$
375,000Termination without Cause or for Good Reason





$
1,125,000






$
1,350,003






$
2,475,003Termination without Cause or For Good Reason during Change in
    Control Period





$
1,500,000


$
3,490


$
2,910,003


$
1,580,662


$
5,994,155     (1)
    
    Assumes Mr. Douglas worked until December 31, 2006 and
    that target EBITDA goals for the year were attained.    Bonus for








Acceleration of


TaxFinal Year of








Equity Awards


Gross upEmployment


Severance


Benefits


(Intrinsic Value)


Payments


TotalDeath or Disability













$
727,500






$
727,500Non-Renewal of Agreement prior to
    66th Birthday

$
103,311(1
)

















$
103,111Termination without Cause or for Good Reason





$
514,666






$
607,500






$
1,122,166Termination without Cause or For Good Reason during Change in
    Control Period





$
771,999






$
727,500


$
411,104


$
1,910,603     (1)
    
    Assumes Mr. Salamone worked until December 31, 2006
    and that target EBITDA goals for the year were attained. Bonus
    number is pro-rated for the number of days in 2006 that
    Mr. Salamone was employed by the Company.  LCC
    International, Inc. Change in Control Severance
    Plan
   107




---



##### Table of Contents



Severance
    Payments
    
    accrued but unpaid compensation;
    a pro-rata bonus for the year of termination determined by
    multiplying his target bonus for the year of termination by a
    fraction, the numerator of which is the number of days through
    the termination date and the denominator of which is 365;
    payment of both the employer and employee portion of the COBRA
    premiums for continuation of group health coverage during the
    18-month
    period immediately following termination of employment; and
    a cash payment equal to 150% of the executives annualized
    base salary at the rate in effect during the last regularly
    scheduled payroll period immediately preceding either
    (i) the occurrence of the change in control, or
    (ii) the executives involuntary termination,
    whichever is greater.    
    an executives termination by us without cause;
    the executives resignation following a reduction in annual
    base pay or target bonus opportunity, a material reduction in
    benefits or a relocation of his place of employment which is
    more than 35 miles from his place of employment prior to
    the change in control, if any of such changes or reductions were
    made without the executives consent; or
    the executives resignation following a change in his
    position with the Company (or with a successor entity) that is
    effected without the executives written consent and
    materially reduces his level of responsibility or authority or
    that materially increases his level of responsibility or
    authority without an appropriate increase in compensation.    18-month gross-up
    Pro-Rata


COBRABonus


Premiums


Severance


Tax Gross up


TotalPeter A. Deliso

$
150,000


$
15,791


$
450,000


$
275,224


$
891,015Carlo Baravalle(1)

$
299,569






$
898,707






$
1,198,276     (1)
    
    Mr. Baravalle does not reside in the United States and so
    COBRA and tax gross up payments are inapplicable to him.
    Mr. Baravalle is paid in Euros. Amounts shown have been
    converted into U.S. dollars based on an exchange rate of
    1.3139 U.S. dollars per Euro. 108




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##### Table of Contents



Awards
    Granted under the Equity Incentive Plan
      Acceleration of


Acceleration ofOptions


RSUs


TotalCarlo Baravalle

$
356,701


$
438,753


$
795,454Peter A. Deliso

$
16,604


$
438,753


$
455,357Kenneth M. Young

$
129,500






$
129,500   SUMMARY
    COMPENSATION TABLE
    Stock


Option


Non-Equity


All OtherSalary


Bonus


Awards


Awards


Incentive Plan


Compensation


TotalName and Principal Position

Year


($)


($)(1)


($)(2)


($)(3)


Compensation(4)


($)(5)


($)Dean J. Douglas


2006


$
375,000


$
381,250(6
)

$
193,426


$
216,065






$
31,986
(7)

$
1,197,727President and
    Chief Executive OfficerLouis Salamone Jr.(8)


2006


$
220,076


$
164,063


$
61,144


$
104,348






$
28,265
(9)

$
577,896Executive Vice President,Chief Financial Officer, and TreasurerCarlo Baravalle(10)


2006


$
599,138






$
61,167


$
132,972


$
597,825






$
1,391,102Executive Vice President, Europe, Middle-East, Africa and
    Asia-PacificPeter A. Deliso


2006


$
300,000


$
150,000


$
61,167


$
4,528






$
6,977


$
522,672Senior Vice President New Ventures, General Counsel and SecretaryKenneth M. Young(11)


2006


$
163,485


$
156,249
(12)





$
37,505






$
11,460


$
368,699Senior Vice President, Chief Marketing Officer, and President of
    AmericasJames W. Greenwell(13)


2006


$
157,443






$
(17,125
)

$
173






$
32,833
(14)

$
173,324Former Senior Vice President, the Americas and Asia-PacificCharles R. Waldron(15)


2006


$
127,083






$
(17,125
)









$
24,014
(16)

$
133,972Former Senior Vice President, Chief Financial Officer and
    Treasurer     (1)
    
    Represents discretionary bonuses awarded to certain of the named
    executive officers as discussed in further detail under
    Annual Incentive Cash Compensation.(2)
    
    Represents the amount recognized for financial statement
    reporting purposes in accordance with SFAS No. 123(R),
    other than any estimates relating to forfeitures, for awards of
    RSUs, under the Companys Equity Incentive Plan for 109




---



##### Table of Contents



the fiscal year ended December 31, 2006. Assumptions used
    in the calculations of these amounts are included in
    Note 14, Incentive Plans, in the consolidated
    financial statements.(3)
    
    Represents the amount recognized for financial statement
    reporting purposes in accordance with SFAS No. 123(R),
    other than any estimates relating to forfeitures, for awards of
    stock options under the Companys Equity Incentive Plan for
    the fiscal year ended December 31, 2006. Assumptions used
    in the calculations of these amounts are included in
    Note 14, Incentive Plans, in the consolidated
    financial statements.(4)
    
    Reflects an annual cash incentive award of $374,462 earned by
    Mr. Baravalle under the 2006 Executive Bonus Plan, which is
    discussed in further detail under the heading Annual
    Incentive Cash Compensation, and an annual cash incentive
    award of $223,363 paid to Mr. Baravalle in 2006 for 2005
    performance.(5)
    
    This column includes (i) 401(k) matching contributions
    under the LCC International, Inc. 401(k) and Profit Sharing Plan
    as follows: Mr. Douglas  $1,219,
    Mr. Salamone  $875, Mr. Deliso 
    $6,300, Mr. Greenwell  $5,532,
    Mr. Waldron  $4,326; (ii) premiums on term
    life insurance as follows: Mr. Douglas  $450,
    Mr. Salamone  $1,238,
    Mr. Deliso  $450, Mr. Young 
    $188, Mr. Greenwell  $188,
    Mr. Waldron  $645; (iii) long term
    disability premiums as follows: Mr. Douglas 
    $227, Mr. Deliso  $227, and
    Mr. Greenwell  $142; and (iv) in the case
    of Mr. Young, $11,273 in relocation payments.(6)
    
    In addition to Mr. Douglas discretionary bonus,
    includes the $100,000 second and final installment of a $175,000
    signing bonus payable under Mr. Douglas
    October 4, 2005 employment agreement.(7)
    
    In addition to the amounts set forth in note 5 above,
    amount includes $30,090 paid to Mr. Douglas for relocation
    expenses pursuant to the terms of his employment agreement.(8)
    
    Mr. Salamone was hired as the Companys Senior Vice
    President and Chief Financial Officer on April 21, 2006,
    commenced employment on May 15, 2006 and was promoted to
    Executive Vice President, Chief Financial Officer and Treasurer
    on January 1, 2007.(9)
    
    In addition to the amounts set forth in note 5 above,
    amount includes a monthly housing allowance of $2,300 paid to
    Mr. Salamone from May 15, 2006 through the end of
    December 31, 2006 and travel reimbursements in the amount
    of $11,200.(10)
    
    Mr. Baravalle provides services to the Company as a
    consultant pursuant to a consulting agreement by and between LCC
    United Kingdom, Ltd. (LCC UK) and SEMAB Management
    Srl., a consulting company owned by Mr. Baravalle and other
    members of his family. The Company pays Mr. Baravalle a
    flat consulting fee. Mr. Baravalle does not participate in
    the Companys benefit plans other than the Equity Incentive
    Plan and the Executive Bonus Plan. Mr. Baravalles
    compensation is paid in Euros. The exchange rate used to
    determine the U.S. dollar equivalent of
    Mr. Baravalles compensation for 2006 was 1.3139
    U.S. dollars per Euro. Since November 29, 2007,
    Mr. Baravalle ceased to serve as Executive Vice President,
    Europe, Middle-East, Africa and Asia-Pacific and assumed the
    role of Senior Advisor to the Chief Executive Officer.(11)
    
    Mr. Young was hired as the Companys Senior Vice
    President and Chief Marketing Officer on May 15, 2006 and,
    effective as of July 2007, serves as Senior Vice President,
    Chief Marketing Officer and President of the Americas.(12)
    
    In addition to Mr. Youngs discretionary bonus,
    includes a $75,000 signing bonus paid to Mr. Young upon his
    commencement of employment on May 15, 2006.(13)
    
    Mr. Greenwell resigned as the Companys Senior Vice
    President, the Americas and Asia-Pacific effective
    August 11, 2006. The amounts in the Stock
    Awards and Option Awards column reflect the
    amount recognized in accordance with SFAS No. 123(R) for
    financial statement reporting purposes in connection with the
    forfeiture of Mr. Greenwells options and RSUs upon
    his resignation.(14)
    
    In addition to the amounts set forth in Note 5 above,
    includes $26,971 paid to Mr. Greenwell upon his termination
    of employment for his accrued but unused vacation.(15)
    
    Mr. Waldron resigned as the Companys Senior Vice
    President, Chief Financial Officer and Treasurer effective
    June 16, 2006. (From May 15, 2006 to June 16,
    2006, Mr. Waldron assisted in transitioning his duties to
    Mr. Salamone.) The amount in the Stock Awards
    column reflects the amount recognized in accordance with
    SFAS No. 123(R) for financial statement reporting purposes
    in connection with the forfeiture of Mr. Greenwells
    RSUs upon his resignation. 110




---



##### Table of Contents



(16)
    
    Includes $17,100 paid to Mr. Waldron upon his termination
    of employment for his accrued but unused vacation and a $1,944
    medical insurance subsidy paid to Mr. Waldron in accordance
    with the terms of our executive services agreement with Tatum
    Partners.  GRANTS OF
    PLAN-BASED AWARDS
  EstimatedFuturePayments


All OtherUnder


Stock


EquityEquity


Awards:


Exercise or





Grant DateIncentive


Number of


Base


Closing


Fair Value ofEstimated Possible Payouts Under


Plan


Shares of


Price of


Market


Stock andNon-Equity Incentive Plan Awards(1)


Awards


Stock or


Option


Price on


OptionGrant


Threshold


Target


Maximum


Target


Units


Awards


Grant


AwardsName

Date


($)


($)


($)


(#)


(#)


($/Sh)(2)


Date


($)(3)Dean J. Douglas





$
93,750


$
375,000
(4)

$
375,000



















Louis Salamone, Jr.





$
164,666


$
164,666
(5)

$
205,833



















4/21/2006















400,000
(6)





$
3.75


$
3.69


$
474,6874/21/2006



















150,000
(7)









$
552,750Carlo Baravalle(8)





$
299,569


$
299,569


$
374,4621/3/2006















400,000
(9)





$
3.26


$
3.11


$
397,980Peter A. Deliso





$
150,000


$
150,000


$
187,500



















Kenneth M. Young





$
81,743


$
81,743


$
102,178



















5/16/2006















175,000
(10)





$
3.31


$
3.32


$
183,308James W. Greenwell





$
127,500


$
127,500


$
159,375



















Charles R. Waldron





$
137,500


$
137,500


$
171,875



4/10/06



















75,000
(11)









$
282,750     (1)
    
    Represents the possible payouts to each of the named executive
    officers upon grant of the annual incentive award under the 2006
    Executive Bonus Plan, subject to the achievement of the
    pre-established performance goals discussed under Annual
    Incentive Cash Compensation. Actual amounts earned by the
    named executive officers under the plan are set forth under
    Non-Equity Incentive Plan Compensation in the
    Summary Compensation Table.(2)
    
    The exercise price of options granted under the Companys
    Equity Incentive Plan is the closing price of our common stock
    on the date preceding the grant date.(3)
    
    Represents the grant date fair value, computed in accordance
    with SFAS No. 123(R) of the RSUs and options granted in
    2006.(4)
    
    Pursuant to Mr. Douglas employment agreement, his
    target bonus will be 100% of his annual base salary as in effect
    for each applicable year.(5)
    
    Pursuant to Mr. Salamones employment agreement, with
    respect to the 2006 calendar year, he is entitled to an
    aggregate bonus of up to 75% of his annual salary in the event
    the Company achieves between 100% and 125% of its overall
    consolidated EBITDA objectives or 100% of his annual salary in
    the event the Company achieves 125% or more of its consolidated
    EBITDA objectives, pro rated based on the number of days he
    actually served as an executive of the Company during 2006
    (229 days).(6)
    
    Pursuant to Mr. Salamones employment agreement, the
    Company granted Mr. Salamone options to purchase
    400,000 shares of the companys common stock.
    Mr. Salamones option agreement provides that the
    options will vest as to 25% of the total amount of options
    granted if and when the
    20-day
    average closing price per share of the common stock at any time
    equals or exceeds the following amounts (to be adjusted for
    stock splits and reverse stock splits): $4.00 (as to the first
    25%), $5.75 (as to the second 25%), $7.25 (as to the third 25%)
    and $9.00 (as to the final 25%).(7)
    
    Pursuant to Mr. Salamones employment agreement, the
    Company granted Mr. Salamone 150,000 restricted stock
    units, or RSUs, with respect to the Companys common stock.
    Mr. Salamones restricted stock unit agreement
    provides that his RSUs will vest in one-third increments on the
    first, second and third anniversaries of the grant date. 111




---



##### Table of Contents



(8)
    
    Mr. Baravalles bonus is paid in Euros. The exchange
    rate used to determine the U.S. dollar equivalent of
    Mr. Baravalles threshold, target and maximum bonus
    potential for 2006 was 1.3139 U.S. dollars per Euro.(9)
    
    Mr. Baravalles option agreement provides that his
    options will vest as to 25% of the total amount of options
    granted if and when the
    20-day
    average closing price per share of the common stock at any time
    equals or exceeds the following amounts (to be adjusted for
    stock splits and reverse stock splits): $4.25 (as to the first
    25%), $6.00 (as to the second 25%), $7.50 (as to the third 25%)
    and $9.00 (as to the final 25%).(10)
    
    Mr. Youngs option agreement provides that his options
    will vest as to 25% of the total amount thereof if and when the
    20-day
    average closing price per share of the common stock at any time
    equals or exceeds the following amounts (to be adjusted for
    stock splits and reverse stock splits): $4.00 (as to the first
    25%), $5.75 (as to the second 25%), $7.25 (as to the third 25%)
    and $9.00 (as to the fourth 25%).(11)
    
    Mr. Waldron forfeited all of these RSUs upon his
    termination of employment on June 16, 2006.  OUTSTANDING
    EQUITY AWARDS AT FISCAL YEAR-END
  Option Awards


Stock AwardsEquityIncentiveEquity


PlanIncentive


Awards:Plan


Market orEquity














Awards:


PayoutIncentive














Number of


Value ofPlan














Unearned


UnearnedAwards:











Market


Shares,


Shares,Number of


Number of


Number of








Number of


Value of


Units or


Units orSecurities


Securities


Securities








Shares or


Shares or


Other


OtherUnderlying


Underlying


Underlying








Units of


Units of


Rights


RightsUnexercised


Unexercised


Unexercised


Option





Stock


Stock That


That


ThatOptions


Options


Unearned


Exercise


Option


That Have


Have Not


Have Not


Have Not(#)


(#)


Options


Price


Expiration


Not Vested


Vested


Vested


VestedName

Exercisable


Unexercisable


(#)


($)


Date


(#)


($)(1)


(#)


($)Dean J. Douglas






















333,334
(2)

$
1,350,003















1,000,000(3
)

$
2.49



10/4/2015















Louis Salamone, Jr.






















150,000
(4)

$
607,500















400,000(5
)

$
3.75



4/21/2016















Carlo Baravalle






















33,334
(6)

$
135,003



























75,000
(7)

$
303,750







100,000










$
5.64



4/24/2011















6,667










$
2.12



6/6/2012















16,667










$
2.38



2/5/2013















20,000



10,000(8
)





$
5.84



3/25/2014























400,000(9
)

$
3.26



1/3/2016















Peter A. Deliso






















33,334
(10)

$
135,003



























75,000
(11)

$
303,750







25,000










$
5.00



2/10/2009















7,500



3,750(12
)





$
5.84



3/25/2014















6,667










$
2.38



2/5/2013















2,834










$
2.12



6/6/2012















Kenneth M. Young










175,000(13
)

$
3.31



5/16/2016















James W. Greenwell


































Charles R. Waldron


































     (1)
    
    Market value calculated by multiplying the closing market price
    of the Companys class A common stock on
    December 29, 2006, or $4.05, by the number of shares or
    units of stock.(2)
    
    50% of the unvested RSUs will vest on each of October 4,
    2007 and October 4, 2008.(3)
    
    Mr. Douglas options vest as to 25% of the total
    amount of options granted if and when the
    20-day
    average closing price per share of the common stock at any time
    equals or exceeds the following amounts (to be adjusted for
    stock splits and reverse stock splits): $4.00 (as to the first
    25%), $5.75 (as to the second 25%), $7.25 (as to the third 25%)
    and $9.00 (as to the final 25%).(4)
    
    Mr. Salamones unvested RSUs will vest in one-third
    increments on each of April 21, 2007, 2008 and 2009. 112




---



##### Table of Contents



(5)
    
    Mr. Salamones options vest as to 25% of the total
    amount of options granted if and when the
    20-day
    average closing price per share of the common stock at any time
    equals or exceeds the following amounts (to be adjusted for
    stock splits and reverse stock splits): $4.25 (as to the first
    25%), $6.00 (as to the second 25%), $7.50 (as to the third 25%)
    and $9.00 (as to the final 25%).(6)
    
    50% of Mr. Baravalles unvested RSUs will vest on each
    of June 15, 2007 and June 15, 2008.(7)
    
    One-third of Mr. Baravalles unvested RSUs will vest
    on each of April 10, 2007, 2008 and 2009.(8)
    
    Mr. Baravalles 10,000 unvested options will vest on
    March 25, 2007.(9)
    
    Mr. Baravalles options vest as to 25% of the total
    amount of options granted if and when the
    20-day
    average closing price per share of the common stock at any time
    equals or exceeds the following amounts (to be adjusted for
    stock splits and reverse stock splits): $4.25 (as to the first
    25%), $6.00 (as to the second 25%), $7.50 (as to the third 25%)
    and $9.00 (as to the final 25%).(10)
    
    50% of Mr. Delisos unvested RSUs will vest on each of
    June 15, 2007 and June 15, 2008.(11)
    
    One-third of Mr. Delisos unvested RSUs will vest on
    each of April 10, 2007, 2008 and 2009.(12)
    
    Mr. Delisos 3,750 unvested options will vest on
    March 25, 2007.(13)
    
    Mr. Youngs options vest as to 25% of the total amount
    of options granted if and when the
    20-day
    average closing price per share of the common stock at any time
    equals or exceeds the following amounts (to be adjusted for
    stock splits and reverse stock splits): $4.00 (as to the first
    25%), $5.75 (as to the second 25%), $7.25 (as to the third 25%)
    and $9.00 (as to the fourth 25%).  OPTION
    EXERCISES AND STOCK VESTED
  Options Awards


Stock AwardsNumber of Shares


Value Realized


Number of Shares


Value RealizedAcquired on Exercise


on Exercise


Acquired on Vesting


on VestingName

(#)


($)(1)


(#)


($)(2)Dean J. Douglas










166,666


$
599,998Louis Salamone, Jr.














Carlo Baravalle










16,666


$
63,497Peter A. Deliso










16,666


$
63,497Kenneth M. Young














James W. Greenwell


8,334


$
7,851



16,666


$
63,497Charles R. Waldron










16,666


$
63,497     (1)
    
    Value realized calculated based on the difference between the
    market price of the Companys common stock on the date of
    exercise and the exercise price.(2)
    
    Value realized calculated by multiplying the number of shares of
    units by the market price of the Companys common stock on
    the vesting date.  DIRECTOR
    COMPENSATION
    
    an annual board service fee of $30,000;
    meeting fees of $1,000 for each meeting of the board of
    directors attended;
    $1,000 for each meeting of the audit committee attended, and
    $500 for each meeting of the compensation committee or
    nominating and corporate governance committee attended;
    an annual committee service fee of $2,000 for each committee on
    which a director serves, with an additional annual fee of $1,000
    for any committee which a director chairs; and 113




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
    an annual grant of options to purchase 10,000 shares of our
    common stock, which typically vest in one-third increments on
    each of the first three anniversaries of the grant date.      Fees Earned or


OptionPaid in Cash


Awards(1)


TotalName

($)


($)


($)Julie A. Dobson

$
77,500


$
23,156


$
100,656Mark D. Ein(2)

$
47,500
(3)

$
14,615


$
62,115Susan Ness

$
56,500


$
14,615


$
64,588Dr. Raj Singh(4)





$
14,615


$
14,615Neera Singh(4)





$
14,615


$
14,615Richard J. Lombardi

$
51,500


$
14,615


$
66,115Dean J. Douglas(5)










     (1)
    
    Represents the amount recognized for financial statement
    reporting purposes in accordance with SFAS No. 123(R),
    other than any estimates relating to forfeitures, for the fiscal
    year ended December 31, 2006. The full grant date fair
    value of each option grant made in 2006, computed in accordance
    with SFAS No. 123(R), is $23,262. Assumptions used in the
    calculations of these amounts are included in Note 14,
    Incentive Plans, in the consolidated financial
    statements. As of December 31, 2006, the number of
    outstanding options held by each director was as follows:
    Ms. Dobson  58,000 (of which 21,332 were
    exercisable), Mr. Ein  150,000 (of which 129,999
    were exercisable), Mr. Lombardi  17,100 (of
    which 2,366 were exercisable), Ms. Ness  59,400
    (of which 39,399 were exercisable), Ms. Singh 
    60,000 (of which 39,999 were exercisable),
    Dr. Singh  60,000 (of which 39,999 were
    exercisable).(2)
    
    As reported in our Current Report on
    Form 8-K
    filed on October 25, 2007, Mr. Ein resigned from our
    board of directors on October 19, 2007. As also reported in
    such Current Report, on October 24, 2007 Melvin L. Keating
    was appointed as a member of our board of directors.
    Mr. Keatings compensation (which is reported in such
    Current Report) is the same as that described herein.(3)
    
    $25,000 of Mr. Eins board fees were paid to his
    company, Leland Investments, Inc.(4)
    
    We do not provide any of the fees described above to
    Dr. Singh or Mrs. Singh because of their affiliation
    with Telcom Ventures. See Certain Relationships between
    Mark Ein, Dr. Rajendra Singh and Neera Singh.(5)
    
    Mr. Douglas, our President and Chief Executive Officer
    serves on our board of directors but does not receive any
    compensation other than otherwise disclosed in the tables above
    for such service. 114




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Item 12.
    Security
    Ownership of Certain Beneficial Owners and Management and
    Related Stockholder Matters  Equity
    Compensation Plan Information
    Number of SecuritiesRemaining Available forNumber of Securities





Future Issuanceto be Issued Upon


Weighted-Average


Under EquityExercise of


Exercise Price of


Compensation PlansOutstanding Options,


Outstanding Options,


(Excluding SecuritiesWarrants and Rights


Warrants and Rights


Reflected in Column (a))Plan Category

(a)


(b)


(c)Equity compensation plans approved by securities holdersEquity Incentive Plan(1)(2)


3,256,629


$
4.26



923,859Directors Stock Option Plan (Common Stock)


142,400


$
7.79



Equity compensation plans not approved by security
    holders(3)


500,000


$
2.49



Total


3,899,029


$
4.16



923,859     (1)
    
    We have outstanding 1,366,679 unvested restricted stock units of
    common stock granted in 2006 under the Equity Incentive Plan not
    included in the above table.(2)
    
    For a description of our Equity Incentive Plan see Note 14,
    Incentive Plans, in the consolidated financial statements.(3)
    
    We have granted Mr. Dean Douglas options to purchase
    1,000,000 shares of our common stock, as disclosed in the
    Outstanding Equity Awards at Fiscal Year-End Table. 500,000 of
    these were granted pursuant to our Equity Incentive Plan, which
    has been approved by our stockholders. The remaining 500,000
    were granted pursuant to the Dean J. Douglas Employment
    Inducement plan which was not approved by our stockholders.  Directors
    Stock Option Plan
       115




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Compensation
    Committee Interlocks and Insider Participation
   116




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##### Table of Contents



BENEFICIAL
    OWNERSHIP OF CLASS A COMMON STOCK
    Name of Executive Officer,




Percentage ofDirector or 5% Beneficial Owner(1)

Shares Owned


Shares OwnedDimensional Fund Advisors, Inc.(2)


1,748,004



5.58
%SACC Partners(3)


2,590,018



8.27
%Riley Investment Partners Master Fund, L.P.(4)


4,058,825



12.96
%Carlo Baravalle(5)


395,737



1.25
%Peter A. Deliso(6)


164,791



*Julie A. Dobson(7)


47,665



*Dean J. Douglas(8)


714,770



2.26
%Melvin L. Keating






*Richard J. Lombardi(9)


8,066



*Susan Ness(10)


52,899



*Louis Salamone Jr.(11)


250,000



*Dr. Rajendra Singh(12)


4,565,575



14.53
%Neera Singh(12)


4,565,575



14.53
%Mark A. Slaven(13)






*Charles Waldron(14)






*Kenneth M. Young(15)


43,750



*All Executive Officers and Directors as a Group (12 persons)


6,243,253



19.39
%     *
    
    Less than 1% of the outstanding shares of common stock.(1)
    
    Unless otherwise noted and subject to applicable community
    property laws, to our knowledge, each person has sole voting and
    investment power over the shares shown as beneficially owned by
    such person, except to the extent authority is shared by spouses
    under applicable law. In addition, unless otherwise noted, the
    address of each of the beneficial owners identified is
    c/o LCC International, Inc., 7900 Westpark Drive,
    Suite A-315, McLean, Virginia 22102.(2)
    
    Information presented in the table is based upon information
    contained in a Schedule 13G, filed by the reporting person,
    on February 8, 2007. All securities reported by Dimensional
    Fund Advisors are owned by advisory clients of Dimensional
    Fund Advisors. To the knowledge of Dimensional Fund
    Advisors, none of such advisory clients owns more than 5% of the
    class. The address of Dimensional Fund Advisors, Inc. is
    1299 Ocean Ave., Santa Monica, California 90401.(3)
    
    Information presented in the table is based upon information
    contained in a Schedule 13G/A filed on September 25,
    2006. The reporting persons in the schedule are SAAC Partners
    LP, Riley Investment Management LLC, B. Riley & Co.,
    Inc. and Bryant Riley. Because Riley Investment Management LLC
    has sole investment and voting power over 2,590,018 shares
    of common stock owned of record by SACC 117




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##### Table of Contents



Partners LP, Riley Investment Management LLC may be deemed to
    have beneficial ownership of these shares. The address of each
    of the foregoing reporting persons is 11100 Santa Monica Blvd.,
    Suite 800, Los Angeles, California 90025.  (4)
    
    Information presented in the table is based upon information
    contained in a Schedule 13G/A filed on February 5,
    2007 and Form 4 filed on April 24, 2007 and
    October 18, 2007. Because Riley Investment Management LLC
    has sole voting and investment power over Riley Investment
    Partners Master Fund, L.P.s security holdings and
    Mr. Riley, in his role as the sole manager of Riley
    Investment Management LLC, controls its voting and investment
    decisions, each of Riley Investment Partners Master Fund, L.P.,
    Riley Investment Management LLC, and Mr. Riley may be
    deemed to have beneficial ownership of the 4,058,825 shares
    of common stock held by Riley Investment Partners Master Fund,
    L.P. Riley Investment Management LLC has shared voting and
    dispositive power over 304,400 shares of common stock owned
    by its investment advisory client. Although Mr. Riley
    controls Riley Investment Management LLCs voting and
    investment decisions for its investment advisory clients,
    Mr. Riley disclaims beneficial ownership of these shares.
    The address of each of the foregoing reporting persons is
    11100 Santa Monica Blvd., Suite 800, Los Angeles,
    California 90025.(5)
    
    Includes 253,334 shares of common stock which may be
    acquired within 60 days of November 7, 2007 pursuant
    to stock options granted under our Equity Incentive Plan.(6)
    
    Includes 45,751 shares of common stock which may be
    acquired within 60 days of November 7, 2007 pursuant
    to stock options granted under our Equity Incentive Plan.(7)
    
    Includes 39,665 shares of common stock which may be
    acquired within 60 days of November 7, 2007 pursuant
    to stock options granted under our directors stock option plan.(8)
    
    Includes 125,000 shares of common stock which may be
    acquired within 60 days of November 7, 2007 pursuant
    to stock options granted under our Equity Incentive Plan and
    125,000 shares of common stock which may be acquired within
    60 days of November 7, 2007 pursuant to stock options
    granted under our Dean J. Douglas Employment Inducement Plan.(9)
    
    Includes 8,066 shares of common stock which may be acquired
    within 60 days of November 7, 2007 pursuant to options
    granted under our directors stock option plan.(10)
    
    Includes 49,399 shares of common stock which may be
    acquired within 60 days of November 7, 2007 pursuant
    to options granted under our directors stock option plan.(11)
    
    Includes 100,000 shares of common stock which may be
    acquired within 60 days of November 7, 2007 pursuant
    to stock options granted under our Equity Incentive Plan.(12)
    
    Includes: (i) 99,998 shares of common stock which may
    be acquired within 60 days of November 7, 2007
    pursuant to options granted to Dr. Singh and
    Mrs. Singh under our Equity Incentive Plan;
    (ii) 40,000 shares of common stock held by
    Dr. Singh and Mrs. Singh; and
    (iii) 425,577 shares of common stock held by RF
    Investors; and (iv) 4,000,000 shares of common stock
    held by the Foundation. The address of Dr. Singh and Neera
    Singh is 201 North Union Street, Suite 360,
    Alexandria, Virginia 22314. Mrs. Singh has decided not to stand
    for re-election at the 2007 Annual Meeting of stockholders.(13)
    
    Director Nominee(14)
    
    On April 1, 2006, Mr. Waldron submitted his
    resignation, effective June 16, 2006, of all his positions
    with the Company.(15)
    
    Consists entirely of shares of common stock which may be
    acquired within 60 days of November 7, 2007 pursuant
    to stock options granted under our Equity Incentive Plan.  Item 13.
    Certain
    Relationships and Related Transactions, and Director
    Independence  Director
    Independence
   118




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Certain
    Relationships and Related Transactions
    Provision
    of Services and Products to Telcom Ventures and Parties Related
    Thereto
        Registration
    Rights Agreement
    Certain
    Relationships between Mark Ein, Dr. Rajendra Singh and
    Neera Singh
    Certain
    Transactions with Carlo Baravalle
   119




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##### Table of Contents



12-month
      Policy
    on Related Party Transactions
    Item 14.
    Principal
    Accountant Fees and Services  Principal
    Accounting Fees and Services
    Fee Category

Fiscal 2006 Fees


Fiscal 2005 FeesAudit Fees

$
2,337,136


$
1,465,570Audit-Related Fees


27,260



26,910Tax Fees






All Other Fees






Total Fees

$
2,364,396


$
1,492,480  120




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##### Table of Contents



Audit Fees. Forms 10-Q,
  Audit-related fees. Form 10-Q
  Tax fees.
  All other fees.
  PART IV
  Item 15.
    Exhibits
    and Financial Statement Schedules                    Form 10-K
  ExhibitNo.

Description3
.1

Restated Certificate of Incorporation of the LCC International,
    Inc. (the Company) (incorporated by reference to
    Exhibit 3.1 to Amendment No. 2 to the Companys
    Registration Statement on
    Form S-1,
    Registration
    No. 333-6067,
    filed with the SEC on September 20, 1996).3
.2

Amended and Restated Bylaws of the Company (incorporated by
    reference to Exhibit 3.2 to Amendment No. 2 to the
    Companys Registration Statement on
    Form S-1,
    Registration
    No. 333-6067,
    filed with the SEC on September 20, 1996).4
.1

Form of Class A and Class B Common Stock certificates
    (incorporated by reference to Exhibit 4.1 to Amendment
    No. 2 to the Companys Registration Statement on
    Form S-1,
    Registration
    No. 333-6067,
    filed with the SEC on September 20, 1996).10
.1

1996 Directors Stock Option Plan of the Company
    (incorporated by reference to Exhibit 10.13 to Amendment
    No. 2 to the Companys Registration Statement on
    Form S-1,
    Registration
    No. 333-6067,
    filed with the SEC on September 20, 1996). 121




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##### Table of Contents



ExhibitNo.

Description10
.2

Amendment to 1996 Directors Stock Option Plan of the
    Company, dated April 22, 1997 (incorporated by reference to
    Exhibit 4.6 to the Companys Annual Report on
    Form 10-K
    filed with the SEC on March 30, 1999).10
.3

Amendment to 1996 Directors Stock Option Plan of the
    Company, dated April 16, 1998 (incorporated by reference to
    Exhibit 4.7 to the Companys Annual Report on
    Form 10-K
    filed with the SEC on March 30, 1999).10
.4

Amendment to 1996 Directors Stock Option Plan of the
    Company, dated February 1, 2000 (incorporated by reference
    to the Companys definitive proxy statement on
    Schedule 14A filed with the SEC on April 24, 2000).10
.5

Amendment to 1996 Directors Stock Option Plan of the
    Company, dated January 30, 2001 (incorporated by reference
    to Exhibit 4.5 to the Companys Annual Report on
    Form 10-K
    filed with the SEC on April 2, 2001).10
.6

Amended and Restated Equity Incentive Plan of the Company
    (formerly the 1996 Employee Stock Option Plan), dated
    March 10, 2004 (incorporated by reference to the
    Companys definitive proxy statement on Schedule 14A
    filed with the SEC on April 28, 2004).10
.7

Form of Terms and Conditions and Option Grant Letter under the
    Companys Amended and Restated Equity Incentive Plan
    (incorporated by reference to Exhibit 10.35 to the
    Companys Quarterly Report on
    Form 10-Q
    filed with the SEC on November 12, 2004).10
.8

1996 Employee Stock Purchase Plan of the Company, as amended
    May 25, 1999 (incorporated by reference to Exhibit 4.7
    to the Companys Annual Report on
    Form 10-K
    filed with the SEC on April 2, 2001).10
.9

Form of the Companys Directors Stock Option Plan stock
    option agreement for directors who will receive Class A
    Common Stock other than Mark D. Ein (incorporated by reference
    to Exhibit 10.44 to Amendment No. 2 to the
    Companys Registration Statement on
    Form S-1,
    Registration
    No. 333-6067,
    filed with the SEC on September 20, 1996).10
.10

Form of the Companys Directors Stock Option Plan stock
    option agreement for Mark D. Ein (incorporated by reference to
    Exhibit 10.45 to Amendment No. 2 to the Companys
    Registration Statement on
    Form S-1,
    Registration
    No. 333-6067,
    filed with the SEC on September 20, 1996).10
.11

Form of the Companys Directors Stock Option Plan stock
    option agreement for directors who receive Class B Common
    Stock (incorporated by reference to Exhibit 10.35 to
    Amendment No. 2 to the Companys Registration
    Statement on
    Form S-1,
    Registration
    No. 333-6067,
    filed with the SEC on September 20, 1996).10
.12

Form of the Companys 1996 Employee Stock Option Plan
    incentive stock option agreement (incorporated by reference to
    Exhibit 10.41 to Amendment No. 2 to the Companys
    Registration Statement on
    Form S-1,
    Registration
    No. 333-6067,
    filed with the SEC on September 20, 1996).10
.13

Form of the Companys 1996 Employee Stock Option Plan
    non-incentive stock option agreement (incorporated by reference
    to Exhibit 10.42 to Amendment No. 2 to the
    Companys Registration Statement on
    Form S-1,
    Registration
    No. 333-6067,
    filed with the SEC on September 20, 1996).10
.14

Form of the Companys 1996 Employee Stock Option Plan, as
    amended, non-incentive stock option agreement for eligible
    persons who have executed grant letters on or after
    January 30, 2001 (incorporated by reference to
    Exhibit 10.26 to the Companys Annual Report on
    Form 10-K
    filed with the SEC on April 2, 2001).10
.15

Agreement between C. Thomas Faulders, III, and the Company
    dated as of December 10, 2004 (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed with the SEC on December 10, 2004). 122




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##### Table of Contents



ExhibitNo.

Description10
.16

Letter dated June 16, 2003, from the Company to Julie A.
    Dobson (incorporated by reference to Exhibit 10.24 to
    Amendment No. 2 to the Companys Registration
    Statement on
    Form S-1,
    Registration
    No. 333-108575,
    filed with the SEC on November 5, 2003).10
.17

Letter dated June 19, 2001, from the Company to Susan Ness
    (incorporated by reference to Exhibit 10.24 to the
    Companys Annual Report on
    Form 10-K
    filed with the SEC on March 28, 2002).10
.18

Form of Indemnity Agreement between the Company and the current
    and former officers and directors of the Company (incorporated
    by reference to Exhibit 10.32 to Amendment No. 2 to
    the Companys Registration Statement on
    Form S-1,
    Registration
    No. 333-6067,
    filed with the SEC on September 20, 1996).10
.19

Intercompany Agreement dated as of September 20, 1996 among
    Telcom Ventures, RF Investors, L.L.C., LCC, L.L.C., the Company,
    Cherrywood Holdings, Inc., Rajendra Singh, Neera Singh, certain
    trusts for the benefit of members of the Singh family,
    Carlyle-LCC Investors I, L.P., Carlyle-LCC
    Investors II, L.P., Carlyle-LCC Investors III, L.P.,
    Carlyle-LCC IV(E), L.P., MDLCC, L.L.C. and TC Group, L.L.C.
    (incorporated by reference to Exhibit 10.30 to Amendment
    No. 2 to the Companys Registration Statement on
    Form S-1,
    Registration
    No. 333-6067,
    filed with the SEC on September 20, 1996).10
.20

Registration Rights Agreement dated July 25, 1996 among the
    Company, RF Investors, L.L.C. and MCI Telecommunications
    Corporation (incorporated by reference to Exhibit 10.31 to
    Amendment No. 1 to the Companys Registration
    Statement on
    Form S-1,
    Registration
    No. 333-6067,
    filed with the SEC on August 16, 1996).10
.21

Overhead and Administrative Services Agreement dated
    August 27, 1996 between the Company and Telcom Ventures,
    L.L.C. (incorporated by reference to Exhibit 10.33 to
    Amendment No. 2 to the Companys Registration
    Statement on
    Form S-1,
    Registration
    No. 333-6067,
    filed with the SEC on September 20, 1996).10
.22

Agreement of Merger dated September 15, 1996 between LCC,
    L.L.C. and the Company (incorporated by reference to
    Exhibit 10.34 to Amendment No. 2 to the Companys
    Registration Statement on
    Form S-1,
    Registration
    No. 333-6067,
    filed with the SEC on September 20, 1996).10
.23

Consulting Agreement, dated as of December 23, 2004, by and
    among LCC United Kingdom and SEMAB Management Srl; Letter
    Agreement, dated as of December 23, 2004, by and among
    SEMAB Management Srl and LCC United Kingdom Limited; Letter
    Agreement, dated as of December 23, 2004, by and among
    Carlo Baravalle and LCC United Kingdom Limited; and Compromise
    Agreement, dated as of December 23, 2004, by and among
    Carlo Baravalle and LCC United Kingdom Limited (incorporated by
    reference to Exhibit 10.01 to the Companys Current
    Report on
    Form 8-K
    filed with the SEC on December 28, 2004).10
.24

Stock Unit Agreement of LCC International, Inc. (incorporated by
    reference to Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K
    filed with the SEC on June 21, 2005).10
.25

Change in Control Severance Plan of LCC International, Inc.
    (incorporated by reference to Exhibit 10.2 to the
    Companys Current Report on
    Form 8-K
    filed with the SEC on June 21, 2005).10
.26

Letter Agreement, dated September 14, 2005, between LCC
    International, Inc. and Richard J. Lombardi (incorporated by
    reference to Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K
    filed with the SEC on September 15, 2005).10
.27

Employment Agreement, dated as of October 4, 2005, between
    LCC International, Inc. and Dean J. Douglas (incorporated by
    reference to Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K
    filed with the SEC on October 4, 2005).10
.28

Agreement, dated as of October 4, 2005, between LCC
    International, Inc. and Dean J. Douglas with respect to the
    grant of certain restricted stock units with respect to
    500,000 shares of Class A common stock pursuant to the
    Amended and Restated Equity Incentive Plan (incorporated by
    reference to Exhibit 10.2 to the Companys Current
    Report on
    Form 8-K
    filed with the SEC on October 4, 2005). 123




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##### Table of Contents



ExhibitNo.

Description10
.29

Agreement, dated as of October 4, 2005, between LCC
    International, Inc. and Dean J. Douglas with respect to the
    grant of options to purchase 500,000 shares of Class A
    common stock pursuant to the Amended and Restated Equity
    Incentive Plan (incorporated by reference to Exhibit 10.3
    to the Companys Current Report on
    Form 8-K
    filed with the SEC on October 4, 2005).10
.30

Agreement, dated as of October 4, 2005, between LCC
    International, Inc. and Dean J. Douglas with respect to the
    grant of options to purchase 500,000 shares of Class A
    common stock (incorporated by reference to Exhibit 10.4 to
    the Companys Current Report on
    Form 8-K
    filed with the SEC on October 4, 2005).10
.31

Amended Executive Services Agreement, dated as of
    October 4, 2005, between LCC International, Inc. and Tatum
    CFO Partners, LLP (incorporated by reference to
    Exhibit 10.5 to the Companys Current Report on
    Form 8-K
    filed with the SEC on October 4, 2005).10
.32

Asset Purchase Agreement, dated as of June 2, 2006, by and
    among Nokia Inc., LCC International, Inc. and LCC Wireless
    Design Services, LLC (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed with the SEC on June 5, 2006).10
.33

Form of Loan and Security Agreement, (incorporated by reference
    to Exhibit 10.2 to the Companys Current Report on
    Form 8-K
    filed with the SEC on June 5, 2006).10
.34

Employment Agreement, dated as of April 21, 2006, between
    LCC International, Inc. and Louis Salamone (incorporated by
    reference to Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K
    filed with the SEC on April 27, 2006).10
.35

Agreement, dated as of April 21, 2006, between LCC
    International, Inc. and Louis Salamone with respect to the grant
    of certain restricted stock units with respect to
    150,000 shares of Class A common stock pursuant to the
    amended and Restated Equity Incentive Plan (incorporated by
    reference to Exhibit 10.2 to the Companys Current
    Report on
    Form 8-K
    filed with the SEC on April 27, 2006).10
.36

Agreement, dated as of April 21, 2006, between LCC
    International, Inc. and Louis Salamone with respect to the grant
    of options to purchase 400,000 shares of Class A
    common stock pursuant to the Amended and Restated Equity
    Incentive Plan (incorporated by reference to Exhibit 10.3
    to the Companys Current Report on
    Form 8-K
    filed with the SEC on April 27, 2006).10
.37

Investment and Registration Rights Agreement, dated as of
    December 22, 2006, by and between LCC International, Inc.
    and Detron Corporation B.V.10
.38

Investment and Registration Rights Agreement, dated as of
    December 22, 2006, by and between LCC International, Inc.
    and Excicom BVBA.10
.39

Agreement, dated as of March 9, 2007, by and between LCC
    Wireless Engineering Services, Inc. and Wireless Facilities,
    Inc. (incorporated by reference to Exhibit 10.1 to the
    Companys Report on Form 8-K filed with the SEC on March 9,
    2007).10
.40

Purchase Agreement, dated as of April 19, 2007, by and among LCC
    International, Inc. and the Investors set forth on the signature
    pages affixed thereto.10
.41

Registration Rights Agreement, dated as of April 19, 2007, by
    and among LCC International, Inc. and the Investors executing
    the Agreement and named in the Purchase Agreement filed as
    Exhibit 10.40 to this Form 10-K.10
.42

Asset Purchase Agreement, dated as of May 29, 2007 by and
    between LCC International, Inc. and Wireless Facilities, Inc.
    (incorporated by reference to Exhibit 2.1 to the Companys
    Current Report or Form 8-K filed with the SEC on May 29, 2007).10
.43

Amended and Restated Credit Agreement, dated as of May 29, 2007
    by and between LCC International, Inc. and Bank of America, N.A.
    (incorporated by reference to Exhibit 10.1 to the Companys
    Current Report or Form 8-K filed with the SEC on May 29, 2007). 124




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##### Table of Contents



ExhibitNo.

Description10
.44

Subordination Agreement, dated as of June 1, 2007, by and among
    LCC International, Inc., Wireless Facilities, Inc. and Bank of
    America, N.A. (incorporated by reference to Exhibit 10.1 to the
    Companys Current Report or Form 8-K filed with the SEC on
    June 5, 2007).10
.45

Assignment Agreement, dated as of July 3, 2007, by and
    between LCC International Inc. and Wireless Facilities, Inc. and
    SPCP Group L.L.C.10
.46

Promissory Note, dated as of June 1, 2007, by and between
    LCC International Inc. and SPCP Group L.L.C.10
.47

Amendment to Registration Rights Agreement, executed as of
    August 2, 2007, by and among LCC International Inc., RF
    Investors L.L.C. and The Raj and Neera Singh Charitable
    Foundation, Inc.10
.48

Letter Agreement, dated September 29, 2007, between LCC
    International, Inc. and Melvin L. Keating (incorporated by
    reference to Exhibit 10.1 to the Companys Current
    Report on Form 8-K filed with the SEC on October 25,
    2007).10
.49

First Amendment to Amended and Restated Credit Agreement and
    Waiver, dated November 30, 2007 by and between LCC
    International Inc., the parties identified therein as Guarantors
    and Bank of America, N.A. (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed with the SEC on December 6, 2007).10
.50

Settlement Agreement, dated as of November 29, 2007, by and
    between LCC United Kingdom Limited and SEMAB Management SRL
    (incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed with the SEC on December 5, 2007).21


List of Subsidiaries (incorporated by reference to
    Exhibit 21 to the Companys Annual Report on
    Form 10-K
    filed with the SEC on March 23, 2005).23


Consent of KPMG LLP.31
.1

Certification of Chief Executive Officer pursuant to Exchange
    Act
    Rules 13a-14(a)/15d-14(a),
    as adopted pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.31
.2

Certification of Chief Financial Officer pursuant to Exchange
    Act
    Rules 13a-14(a)/15d-14(a),
    as adopted pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.32
.1

Certification of Chief Executive Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.32
.2

Certification of Chief Financial Officer pursuant to
    18 U.S.C. Section 1350, as adopted pursuant to
    Section 906 of the Sarbanes-Oxley Act of 2002.   (b)
    Exhibits to this
    Form 10-K
    are attached or incorporated by reference as stated above.   125




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##### Table of Contents



SIGNATURES
    LCC INTERNATIONAL, INC.
  By:
    /s/  Dean
    J. Douglas   President and Chief Executive Officer
 (Duly Authorized Officer)
    Signatures

Title/s/  Dean
    J. DouglasDean
    J. Douglas

President and Chief Executive Officer
    (Principal Executive Officer)/s/  Louis
    Salamone, Jr.Louis
    Salamone, Jr.

Executive Vice President, Chief Financial Officer and Treasurer
    (Principal Financial Officer and
    Principal Accounting Officer)/s/  Julie
    A. DobsonJulie
    A. Dobson

Director, Chairman of the Board of DirectorsMelvin
    L. Keating

Director/s/  Richard
    J. LombardiRichard
    J. Lombardi

Director/s/  Susan
    NessSusan
    Ness

Director/s/  Neera
    SinghNeera
    Singh

Director/s/  Rajendra
    SinghRajendra
    Singh

Director  126




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##### Table of Contents



SCHEDULE II
    VALUATION AND QUALIFYING ACCOUNTS
  Column CColumn A

Column B


Additions


Column D


Column EBalance at


Charged to


Charges to


Deductions


Balance atBeginning


Costs and


Other


and Other


End ofDescription

of Period


Expenses


Accounts


Adjustments


Period(in thousands)Year ended December 31, 2004Allowance for doubtful accounts


466



146



87



(79
)


620Valuation allowance for deferred taxes


8,321



6,246







(601
)


13,966Year ended December 31, 2005Allowance for doubtful accounts


620



728



(113
)


(918
)


317Valuation allowance for deferred taxes


13,966



4,056







(739
)


17,283Year ended December 31, 2006Allowance for doubtful accounts


317



(20
)


6



(103
)


200Valuation allowance for deferred taxes


17,283



8,498







(1,322
)


24,459  127




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##### Table of Contents



EXHIBIT INDEX
  ExhibitNo.

Description3
.1

Restated Certificate of Incorporation of the LCC International,
    Inc. (the Company) (incorporated by reference to
    Exhibit 3.1 to Amendment No. 2 to the Companys
    Registration Statement on
    Form S-1,
    Registration
    No. 333-6067,
    filed with the SEC on September 20, 1996).3
.2

Amended and Restated Bylaws of the Company (incorporated by
    reference to Exhibit 3.2 to Amendment No. 2 to the
    Companys Registration Statement on
    Form S-1,
    Registration
    No. 333-6067,
    filed with the SEC on September 20, 1996).4
.1

Form of Class A and Class B Common Stock certificates
    (incorporated by reference to Exhibit 4.1 to Amendment
    No. 2 to the Companys Registration Statement on
    Form S-1,
    Registration
    No. 333-6067,
    filed with the SEC on September 20, 1996).10
.1

1996 Directors Stock Option Plan of the Company (incorporated by
    reference to Exhibit 10.13 to Amendment No. 2 to the
    Companys Registration Statement on
    Form S-1,
    Registration
    No. 333-6067,
    filed with the SEC on September 20, 1996).10
.2

Amendment to 1996 Directors Stock Option Plan of the Company,
    dated April 22, 1997 (incorporated by reference to
    Exhibit 4.6 to the Companys Annual Report on
    Form 10-K
    filed with the SEC on March 30, 1999).10
.3

Amendment to 1996 Directors Stock Option Plan of the Company,
    dated April 16, 1998 (incorporated by reference to
    Exhibit 4.7 to the Companys Annual Report on
    Form 10-K
    filed with the SEC on March 30, 1999).10
.4

Amendment to 1996 Directors Stock Option Plan of the Company,
    dated February 1, 2000 (incorporated by reference to the
    Companys definitive proxy statement on Schedule 14A
    filed with the SEC on April 24, 2000).10
.5

Amendment to 1996 Directors Stock Option Plan of the Company,
    dated January 30, 2001 (incorporated by reference to
    Exhibit 4.5 to the Companys Annual Report on
    Form 10-K
    filed with the SEC on April 2, 2001).10
.6

Amended and Restated Equity Incentive Plan of the Company
    (formerly the 1996 Employee Stock Option Plan), dated
    March 10, 2004 (incorporated by reference to the
    Companys definitive proxy statement on Schedule 14A
    filed with the SEC on April 28, 2004).10
.7

Form of Terms and Conditions and Option Grant Letter under the
    Companys Amended and Restated Equity Incentive Plan
    (incorporated by reference to Exhibit 10.35 to the
    Companys Quarterly Report on
    Form 10-Q
    filed with the SEC on November 12, 2004).10
.8

1996 Employee Stock Purchase Plan of the Company, as amended
    May 25, 1999 (incorporated by reference to Exhibit 4.7
    to the Companys Annual Report on
    Form 10-K
    filed with the SEC on April 2, 2001).10
.9

Form of the Companys Directors Stock Option Plan stock
    option agreement for directors who will receive Class A
    Common Stock other than Mark D. Ein (incorporated by reference
    to Exhibit 10.44 to Amendment No. 2 to the
    Companys Registration Statement on
    Form S-1,
    Registration
    No. 333-6067,
    filed with the SEC on September 20, 1996).10
.10

Form of the Companys Directors Stock Option Plan stock
    option agreement for Mark D. Ein (incorporated by reference to
    Exhibit 10.45 to Amendment No. 2 to the Companys
    Registration Statement on
    Form S-1,
    Registration
    No. 333-6067,
    filed with the SEC on September 20, 1996).10
.11

Form of the Companys Directors Stock Option Plan stock
    option agreement for directors who receive Class B Common
    Stock (incorporated by reference to Exhibit 10.35 to
    Amendment No. 2 to the Companys Registration
    Statement on
    Form S-1,
    Registration
    No. 333-6067,
    filed with the SEC on September 20, 1996).10
.12

Form of the Companys 1996 Employee Stock Option Plan
    incentive stock option agreement (incorporated by reference to
    Exhibit 10.41 to Amendment No. 2 to the Companys
    Registration Statement on
    Form S-1,
    Registration
    No. 333-6067,
    filed with the SEC on September 20, 1996).10
.13

Form of the Companys 1996 Employee Stock Option Plan
    non-incentive stock option agreement (incorporated by reference
    to Exhibit 10.42 to Amendment No. 2 to the
    Companys Registration Statement on
    Form S-1,
    Registration
    No. 333-6067,
    filed with the SEC on September 20, 1996). 128




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##### Table of Contents



ExhibitNo.

Description10
.14

Form of the Companys 1996 Employee Stock Option Plan, as
    amended, non-incentive stock option agreement for eligible
    persons who have executed grant letters on or after
    January 30, 2001 (incorporated by reference to
    Exhibit 10.26 to the Companys Annual Report on
    Form 10-K
    filed with the SEC on April 2, 2001).10
.15

Agreement between C. Thomas Faulders, III, and the Company dated
    as of December 10, 2004 (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed with the SEC on December 10, 2004 .10
.16

Letter dated June 16, 2003, from the Company to Julie A.
    Dobson (incorporated by reference to Exhibit 10.24 to
    Amendment No. 2 to the Companys Registration
    Statement on
    Form S-1,
    Registration
    No. 333-108575,
    filed with the SEC on November 5, 2003).10
.17

Letter dated June 19, 2001, from the Company to Susan Ness
    (incorporated by reference to Exhibit 10.24 to the
    Companys Annual Report on
    Form 10-K
    filed with the SEC on March 28, 2002).10
.18

Form of Indemnity Agreement between the Company and the current
    and former officers and directors of the Company (incorporated
    by reference to Exhibit 10.32 to Amendment No. 2 to
    the Companys Registration Statement on
    Form S-1,
    Registration
    No. 333-6067,
    filed with the SEC on September 20, 1996).10
.19

Intercompany Agreement dated as of September 20, 1996 among
    Telcom Ventures, RF Investors, L.L.C., LCC, L.L.C., the Company,
    Cherrywood Holdings, Inc., Rajendra Singh, Neera Singh, certain
    trusts for the benefit of members of the Singh family,
    Carlyle-LCC Investors I, L.P., Carlyle-LCC Investors II, L.P.,
    Carlyle-LCC Investors III, L.P., Carlyle-LCC IV(E), L.P., MDLCC,
    L.L.C. and TC Group, L.L.C. (incorporated by reference to
    Exhibit 10.30 to Amendment No. 2 to the Companys
    Registration Statement on
    Form S-1,
    Registration
    No. 333-6067,
    filed with the SEC on September 20, 1996).10
.20

Registration Rights Agreement dated July 25, 1996 among the
    Company, RF Investors, L.L.C. and MCI Telecommunications
    Corporation (incorporated by reference to Exhibit 10.31 to
    Amendment No. 1 to the Companys Registration
    Statement on
    Form S-1,
    Registration
    No. 333-6067,
    filed with the SEC on August 16, 1996).10
.21

Overhead and Administrative Services Agreement dated
    August 27, 1996 between the Company and Telcom Ventures,
    L.L.C. (incorporated by reference to Exhibit 10.33 to
    Amendment No. 2 to the Companys Registration
    Statement on
    Form S-1,
    Registration
    No. 333-6067,
    filed with the SEC on September 20, 1996).10
.22

Agreement of Merger dated September 15, 1996 between LCC,
    L.L.C. and the Company (incorporated by reference to
    Exhibit 10.34 to Amendment No. 2 to the Companys
    Registration Statement on
    Form S-1,
    Registration
    No. 333-6067,
    filed with the SEC on September 20, 1996).10
.23

Consulting Agreement, dated as of December 23, 2004, by and
    among LCC United Kingdom and SEMAB Management Srl; Letter
    Agreement, dated as of December 23, 2004, by and among
    SEMAB Management Srl and LCC United Kingdom Limited; Letter
    Agreement, dated as of December 23, 2004, by and among
    Carlo Baravalle and LCC United Kingdom Limited; and Compromise
    Agreement, dated as of December 23, 2004, by and among
    Carlo Baravalle and LCC United Kingdom Limited (incorporated by
    reference to Exhibit 10.01 to the Companys Current
    Report on
    Form 8-K
    filed with the SEC on December 28, 2004).10
.24

Stock Unit Agreement of LCC International, Inc. (incorporated by
    reference to Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K
    filed with the SEC on June 21, 2005).10
.25

Change in Control Severance Plan of LCC International, Inc.
    (incorporated by reference to Exhibit 10.2 to the
    Companys Current Report on
    Form 8-K
    filed with the SEC on June 21, 2005).10
.26

Letter Agreement, dated September 14, 2005, between LCC
    International, Inc. and Richard J. Lombardi (incorporated by
    reference to Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K
    filed with the SEC on September 15, 2005).10
.27

Employment Agreement, dated as of October 4, 2005, between
    LCC International, Inc. and Dean J. Douglas (incorporated by
    reference to Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K
    filed with the SEC on October 4, 2005). 129




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##### Table of Contents



ExhibitNo.

Description10
.28

Agreement, dated as of October 4, 2005, between LCC
    International, Inc. and Dean J. Douglas with respect to the
    grant of certain restricted stock units with respect to
    500,000 shares of Class A common stock pursuant to the
    Amended and Restated Equity Incentive Plan (incorporated by
    reference to Exhibit 10.2 to the Companys Current
    Report on
    Form 8-K
    filed with the SEC on October 4, 2005).10
.29

Agreement, dated as of October 4, 2005, between LCC
    International, Inc. and Dean J. Douglas with respect to the
    grant of options to purchase 500,000 shares of Class A
    common stock pursuant to the Amended and Restated Equity
    Incentive Plan (incorporated by reference to Exhibit 10.3
    to the Companys Current Report on
    Form 8-K
    filed with the SEC on October 4, 2005).10
.30

Agreement, dated as of October 4, 2005, between LCC
    International, Inc. and Dean J. Douglas with respect to the
    grant of options to purchase 500,000 shares of Class A
    common stock (incorporated by reference to Exhibit 10.4 to
    the Companys Current Report on
    Form 8-K
    filed with the SEC on October 4, 2005).10
.31

Amended Executive Services Agreement, dated as of
    October 4, 2005, between LCC International, Inc. and Tatum
    CFO Partners, LLP (incorporated by reference to
    Exhibit 10.5 to the Companys Current Report on
    Form 8-K
    filed with the SEC on October 4, 2005).10
.32

Asset Purchase Agreement, dated as of June 2, 2006, by and
    among Nokia Inc., LCC International, Inc. and LCC Wireless
    Design Services, LLC (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed with the SEC on June 5, 2006).10
.33

Form of Loan and Security Agreement, (incorporated by reference
    to Exhibit 10.2 to the Companys Current Report on
    Form 8-K
    filed with the SEC on June 5, 2006).10
.34

Employment Agreement, dated as of April 21, 2006, between
    LCC International, Inc. and Louis Salamone (incorporated by
    reference to Exhibit 10.1 to the Companys Current
    Report on
    Form 8-K
    filed with the SEC on April 27, 2006).10
.35

Agreement, dated as of April 21, 2006, between LCC
    International, Inc. and Louis Salamone with respect to the grant
    of certain restricted stock units with respect to
    150,000 shares of Class A common stock pursuant to the
    amended and Restated Equity Incentive Plan (incorporated by
    reference to Exhibit 10.2 to the Companys Current
    Report on
    Form 8-K
    filed with the SEC on April 27, 2006).10
.36

Agreement, dated as of April 21, 2006, between LCC
    International, Inc. and Louis Salamone with respect to the grant
    of options to purchase 400,000 shares of Class A
    common stock pursuant to the Amended and Restated Equity
    Incentive Plan (incorporated by reference to Exhibit 10.3
    to the Companys Current Report on
    Form 8-K
    filed with the SEC on April 27, 2006).10
.37

Investment and Registration Rights Agreement, dated as of
    December 22, 2006, by and between LCC International, Inc.
    and Detron Corporation B.V.10
.38

Investment and Registration Rights Agreement, dated as of
    December 22, 2006, by and between LCC international, Inc.
    and Excicom BVBA.10
.39

Agreement, dated as of March 9, 2007, by and between LCC
    Wireless Engineering Services, Inc. and Wireless Facilities,
    Inc. (incorporated by reference to Exhibit 10.1 to the
    Companys Report on Form 8-K filed with the SEC on March 9,
    2007).10
.40

Purchase Agreement, dated as of April 19, 2007, by and among LCC
    International, Inc. and the Investors set forth on the signature
    pages affixed thereto.10
.41

Registration Rights Agreement, dated as of April 19, 2007, by
    and among LCC International, Inc. and the Investors executing
    the Agreement and named in the Purchase Agreement filed as
    Exhibit 10.40 to this Form 10-K.10
.42

Asset Purchase Agreement, dated as of May 29, 2007 by and
    between LCC International, Inc. and Wireless Facilities, Inc.
    (incorporated by reference to Exhibit 2.1 to the Companys
    Current Report or Form 8-K filed with the SEC on May 29, 2007).10
.43

Amended and Restated Credit Agreement, dated as of May 29, 2007
    by and between LCC International, Inc. and Bank of America, N.A.
    (incorporated by reference to Exhibit 10.1 to the Companys
    Current Report or Form 8-K filed with the SEC on May 29, 2007). 130




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##### Table of Contents



ExhibitNo.

Description10
.44

Subordination Agreement, dated as of June 1, 2007, by and among
    LCC International, Inc., Wireless Facilities, Inc. and Bank of
    America, N.A. (incorporated by reference to Exhibit 10.1 to the
    Companys Current Report or Form 8-K filed with the SEC on
    June 5, 2007).10
.45

Assignment Agreement, dated as of July 3, 2007, by and
    between LCC International, Inc. and Wireless Facilities, Inc.
    and SPCP Group L.L.C.10
.46

Promissory Note, dated as of June 1, 2007, by and between LCC
    International, Inc. and SPCP Group L.L.C.10
.47

Amendment to Registration Rights Agreement, executed as of
    August 2, 2007, by and among LCC International Inc., RF
    Investors L.L.C. and The Raj and Neera Singh Charitable
    Foundation, Inc.10
.48

Letter Agreement, dated September 29, 2007 between LCC
    International, Inc. and Melvin L. Keating (incorporated by
    reference to Exhibit 10.1 to the Companys Current
    Report on Form 8-K filed with the SEC on October 25,
    2007).10
.49

First Amendment to Amended and Restated Credit Agreement and
    Waiver, dated November 30, 2007 by and between LCC
    International Inc., the parties identified therein as Guarantors
    and Bank of America, N.A. (incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    filed with the SEC on December 6, 2007).10
.50

Settlement Agreement, dated as of November 29, 2007, by and
    between LCC United Kingdom Limited and SEMAB Management SRL
    (incorporated by reference to Exhibit 10.1 to the
    Companys Current Report on
    Form 8-K
    filed with the SEC on December 5, 2007).21


List of Subsidiaries (incorporated by reference to
    Exhibit 21 to the Companys Annual Report on
    Form 10-K
    filed with the SEC on March 23, 2005).23


Consent of KPMG LLP.31
.1

Certification of Chief Executive Officer pursuant to Exchange
    Act
    Rules 13a-14(a)/15d-14(a),
    as adopted pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.31
.2

Certification of Chief Financial Officer pursuant to Exchange
    Act
    Rules 13a-14(a)/15d-14(a),
    as adopted pursuant to Section 302 of the Sarbanes-Oxley
    Act of 2002.32
.1

Certification of Chief Executive Officer pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.32
.2

Certification of Chief Financial Officer pursuant to 18 U.S.C.
    Section 1350, as adopted pursuant to Section 906 of
    the Sarbanes-Oxley Act of 2002.  131