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Leap Reports 171,000 Net Customer Additions in Second Quarter 2008

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Posted August 5, 2008

Leap Reports 171,000 Net Customer Additions in Second Quarter 2008
    -Total Customers Increase by 212,000 Including Acquisition-

    -Also Reports 42 Percent Year-Over-Year Improvement in Existing
                       Business Adjusted OIBDA-

Note: A webcast of Leap's conference call and accompanying presentation slides will be available at 8:30 a.m. EDT today at http://investor.leapwireless.com.

SAN DIEGO--(BUSINESS WIRE)--Aug. 5, 2008--Leap Wireless International, Inc. (NASDAQ:LEAP), a leading provider of innovative and value-driven wireless communications services, today reported financial and operational results for the quarter ended June 30, 2008. The Company achieved approximately 171,000 net customer additions in the second quarter of 2008, including approximately 44,000 net customer additions for voice services in existing markets, approximately 116,000 net customer additions for voice services in recently launched markets and approximately 11,000 net customer additions associated with mobile broadband service, bringing total broadband customers to 14,000. Including customers acquired in connection with the Company's acquisition of Hargray Wireless, total customers increased by nearly 212,000. Churn for the quarter was 3.8 percent, an improvement from 4.3 percent from the prior year period. Net customer additions and churn exclude customers in South Carolina and Georgia markets acquired from Hargray Wireless during the quarter.

The Company's operating income for the quarter was $14.5 million, compared to $30.7 million for the second quarter of 2007. The Company reported adjusted operating income before depreciation and amortization (OIBDA) of $106.7 million, down $2.3 million from the comparable period of the prior year. The year-over-year reduction in adjusted OIBDA reflects the impact of expected initial operating losses from the Company's investments in new initiatives, which included the launch of new markets covering approximately eight million covered POPs, pre-launch expenses associated with anticipated future market launches and the expansion of its mobile broadband service into markets currently serving approximately 23 million covered POPs. Offsetting the initial losses associated with these investments were significantly increased financial contributions from the Company's existing markets (defined as markets in operation at the end of 2007). For the quarter, Existing Business Adjusted OIBDA was $154.5 million, an increase of $45.5 million, or 42 percent, from the prior year period. This increase reflects an approximately 460,000 year-over-year increase in end-of-period customers in existing markets and the resulting benefits of scale.

"Our overall customer activity was solid, even as our customers absorbed the effects of a challenging macroeconomic environment," said Doug Hutcheson, Leap's president and chief executive officer. "The Company delivered solid year-over-year improvements in Existing Business Adjusted OIBDA, further demonstrating the underlying strength of our business and the success of our existing market growth programs. We are also very pleased with the pace and performance of our new initiatives, including our recent new market launches and our Cricket Wireless Internet Service. The performance of each of these initiatives is meeting or exceeding our expectations, and we anticipate significant improvements in long-term customer penetration and the resulting financial contributions from these key investments over time."

Financial Results and Operating Metrics (1) (2)
(Unaudited; in millions, except for customer data, operating metrics
 and per share amounts)


                                      Three Months Ended June 30,
                                 -------------------------------------
                                      2008           2007      Change
                                 -------------- -------------- -------
Service revenues                   $     417.1     $    347.3   20.1%
Total revenues                     $     474.9     $    397.9   19.4%
Operating income                   $      14.5     $     30.7  (52.8%)
Adjusted OIBDA                     $     106.7     $    109.0   (2.1%)
Adjusted OIBDA as a percentage
 of service revenues                        26%            31%    --
Existing Business Adjusted OIBDA   $     154.5     $    109.0   41.7%
Net income (loss)                  $     (26.1)    $      9.6     --
Diluted net earnings (loss) per
 share                             $     (0.38)    $     0.14     --
Gross customer additions               542,005        462,434   17.2%
Net customer additions                 171,171        126,791   35.0%
End of period customers              3,305,251      2,674,963   23.6%
Weighted-average customers           3,162,058      2,586,900   22.2%
Churn                                      3.8%           4.3%    --
End of period covered POPs       approximately  approximately
                                          61.7           50.7   21.7%
Average revenue per user (ARPU)    $     43.97     $    44.75   (1.7%)
Cash costs per user (CCU)          $     21.01     $    19.87    5.7%
Cost per gross addition (CPGA)     $       205     $      182   12.6%
Cash purchases of property and
 equipment                         $     181.1     $    106.1   70.7%
Unrestricted cash, cash
 equivalents and short-term
 investments                       $     934.4     $    683.8   36.6%


                                       Six Months Ended June 30,
                                 -------------------------------------
                                      2008           2007      Change
                                 -------------- -------------- -------
Service revenues                    $    816.1     $    668.9   22.0%
Total revenues                      $    943.2     $    791.3   19.2%
Operating income                    $     40.5     $     29.2   38.7%
Adjusted OIBDA                      $    225.4     $    184.1   22.4%
Adjusted OIBDA as a percentage
 of service revenues                        28%            28%    --
Existing Business Adjusted OIBDA    $    289.4     $    184.1   57.2%
Net income (loss)                   $    (44.2)    $    (14.6)    --
Diluted net earnings (loss) per
 share                              $    (0.65)    $    (0.22)    --
Gross customer additions             1,092,525      1,027,489    6.3%
Net customer additions                 393,131        445,137  (11.7%)
End of period customers              3,305,251      2,674,936   23.6%
Weighted-average customers           3,059,252      2,490,030   22.9%
Churn                                      3.8%           3.9%    --
End of period covered POPs       approximately  approximately
                                          61.7           50.7   21.7%
Average revenue per user (ARPU)     $    44.46     $    44.77   (0.7%)
Cash costs per user (CCU)           $    21.36     $    20.54    4.0%
Cost per gross addition (CPGA)      $      182     $      173    5.2%
Cash purchases of property and
 equipment                          $    338.3     $    239.4   41.3%
Unrestricted cash, cash
 equivalents and short-term
 investments                        $    934.4     $    683.8   36.6%
(1)  The foregoing results and operating metrics reflect the
      operations of Cricket markets for the periods indicated and
      markets in South Carolina and Georgia acquired from Hargray
      Wireless on April 1, 2008, except for net customer additions and
      churn. The Company is currently upgrading the Hargray Wireless
      networks it acquired in South Carolina and Georgia. Until the
      Company completes the upgrades and introduces Cricket service in
      these markets, the Company will report its results for net
      customer additions and churn without customers in the Hargray
      markets. The Company currently expects to begin incorporating
      the results of the Hargray markets into its results for net
      customer additions and churn beginning in the first quarter of
      2009.

(2)  For a reconciliation of non-GAAP financial measures, please refer
      to the section entitled "Definition of Terms and Reconciliation
      of Non-GAAP Financial Measures" included at the end of this
      release. Information relating to population and potential
      customers (POPs) is based on population estimates provided by
      Claritas Inc. for the relevant year.
    Discussion of Financial and Operational Results for the Quarter

    --  Customer churn in Cricket markets for the quarter was 3.8
        percent, an improvement from 4.3 percent in the comparable
        period of the prior year, reflecting increased customer
        tenure in markets launched in the first half of 2007,
        additional customers added as a result of our new market
        launches and the seasonal rhythms of the business. The
        Company's churn performance also reflects an increase in both
        customer deactivations and reactivations during the quarter.

    --  ARPU for the quarter was $43.97 and reflected expected
        customer uptake of the mix of new rate plans launched in the
        quarter, offset by the dampening effect to second quarter
        revenue of greater customer deactivations and reactivations in
        the quarter.

    --  Service revenues increased 20 percent year-over-year, and 5
        percent over the first quarter of 2008, to $417 million. These
        increases were the result of a 22.2 percent year-over-year
        increase in weighted-average customers due to new market
        launches and existing market customer growth, offset by a 1.7
        percent year-over-year decline in ARPU.

    --  Second quarter 2008 operating income of $14.5 million
        decreased by $16.2 million over the comparable period of the
        prior year, reflecting the impact of additional depreciation
        expense and the investments the Company is making to support
        the its new initiatives.

    --  Net loss for the second quarter was $26.1 million, or ($0.38)
        per share, compared to net income of $9.6 million, or $0.14
        per diluted share, for the comparable period of the prior
        year. Net loss of ($0.38) per share for the quarter included
        the effect of approximately $0.70 per share of negative
        adjusted OIBDA associated with the Company's new initiatives.

    --  Capital expenditures during the second quarter of 2008 were
        $181.1 million, including expenditures associated with the
        build-out of new markets and capitalized interest.

    Other Key Operational Highlights

    --  Completion of the Company's acquisition of Hargray Wireless, a
        wireless telecommunications company providing service to
        approximately 600,000 covered POPs in Savannah, Ga., Hilton
        Head, S.C. and surrounding areas.

    --  Issuance of $550 million of new debt, consisting of $300
        million in aggregate principal amount of 10 percent senior
        notes due 2015 and $250 million in aggregate principal amount
        of 4.5 percent convertible senior notes due 2014, resulting in
        net proceeds of approximately $535.8 million.

    --  Successful launch of Cricket unlimited wireless voice service
        in St. Louis, South Texas, Las Vegas, and Oklahoma
        City, completing the planned launch of approximately eight
        million covered POPs by the end of the second quarter of 2008.

    --  Launch of Cricket Wireless Internet Service in 16 markets in
        the second quarter bringing the total number of broadband
        markets to 25 and the total number of covered POPs to 23
        million as of June 30, 2008, providing high-speed mobile
        broadband service for a low, flat rate with no long-term
        commitments or credit checks.

    --  Appointment of Walter Berger as the Company's executive vice
        president and chief financial officer, with responsibility for
        all financial activities of the Company including accounting,
        treasury, financial planning and reporting, investor
        relations, and overseeing internal audit. The Company also
        appointed Al Moschner as the Company's executive vice
        president and chief operating officer, with responsibility for
        all sales and marketing activities, information technology and
        technical operation functions, as well as supply chain
        management. The company also announced that Glenn Umetsu, as
        the Company's executive vice president and chief technical
        officer, will now lead all strategic programs and projects,
        new market launches and technology planning. In addition, the
        Company appointed Jeff Nachbor as senior vice president,
        financial operations and chief accounting officer as the
        Company continues to expand its accounting organization.

"During the first half of 2008, the Company made significant progress refining and validating our current programs to strengthen our existing business and to expand the scope of our business through new initiatives," continued Hutcheson. "First, the Company continues to execute on programs to expand our existing business, such as our initiatives to enhance our existing footprint and improve market level presence. The expected success of these programs, coupled with the underlying organic growth in our existing markets, is reflected in the penetration targets we are announcing today for our existing business. Second, early customer penetration in our recently launched markets indicates we are heading in the right direction and, as a result, we have updated our guidance to provide investors with a more detailed view into the early financial and operational results we expect from our new markets. Finally, the early results from our mobile broadband initiative remain promising and today we are announcing further expansion plans for this program which we believe will provide significant benefits in the future."

Updated Business Outlook

The Company updated its previously announced business expansion outlook to reflect the following:

    --  Customer penetration for voice services in the Company's
        existing markets in aggregate is expected to reach between 8
        percent to 9 percent by the end of 2010. This forecast does
        not include the effects of the Company's mobile broadband
        initiative.

    --  Annual capital expenditures to support the on-going growth and
        development of the Company's markets in commercial operation
        for one year or more are expected to be in the mid-teens as a
        percentage of service revenue. This estimate may be affected
        by capital expenditures for footprint enhancement in existing
        markets. The Company may provide additional updates as it
        finalizes plans to develop additional sites.

    --  With its planned launches of AWS markets and coverage
        expansion in existing markets, the Company and its joint
        venture, Denali Spectrum, LLC, expect to increase network
        coverage, in each case measured on a cumulative basis from
        January 2008, by up to 36 million additional POPs by the first
        half of 2009, and up to 50 million additional POPs by the end
        of 2010.

    --  Aggregate capital expenditures for the build-out of new
        markets through their first full year of operation following
        commercial launch are anticipated to be approximately $25 per
        covered POP, excluding capitalized interest.

    --  Aggregate investment in OIBDA loss in newly launched markets
        through adjusted OIBDA break-even for these markets in
        aggregate is expected to be approximately $6 per covered POP.
        The OIBDA loss for a single new market through adjusted OIBDA
        breakeven in that market is expected to be approximately $7
        per covered POP. The Company's new markets are generally
        expected to reach adjusted OIBDA break-even within four
        quarters of commercial operation.

    --  Total Company adjusted OIBDA is expected to grow at a compound
        annual growth rate of between 35 percent to 45 percent from
        2007 through 2010. This forecast does not include the effects
        of the Company's mobile broadband initiative. The mobile
        broadband initiative is still developing; however, the Company
        believes that the compound annual growth rate of adjusted
        OIBDA from 2007 through 2010 would be higher if the effects of
        the mobile broadband initiative were included.

    --  With the continued expansion of the Company's mobile broadband
        initiative, the Company expects to cover approximately 60
        million total POPs with broadband service by the end of 2008.
        The Company also expects to have approximately 100,000 mobile
        broadband customers by the end of the fourth quarter of 2008.
        Mobile broadband penetration after the first year of operation
        following commercial launch of the service in that market is
        expected to be approximately 0.5 percent.

    --  Aggregate investment in cumulative OIBDA loss for the mobile
        broadband initiative through adjusted OIBDA break-even is
        expected to be approximately $0.50 per covered POP or
        less. The Company expects that peak OIBDA burn on a
        market-by-market basis will be higher.

    --  Broadband activity in launched markets is generally expected
        to reach adjusted OIBDA break-even within three full quarters
        of commercial operation. The cumulative OIBDA loss for mobile
        broadband excludes approximately $6 million per quarter of
        EvDO-related fixed costs associated with our new initiatives
        through 2008. The Company expects that the negative OIBDA from
        the mobile broadband initiative will peak in the second half
        of 2008 and that the mobile broadband initiative will
        contribute positive adjusted OIBDA by the second half of 2009.

    Conference Call Information

As previously announced, Leap management will host a conference call with live webcast at 8:30 a.m. EDT / 5:30 a.m. PDT today to discuss these results. Other forward-looking and material information may also be discussed during this call.

To listen live via telephone, dial 1-800-638-4817 (domestic) or 1-617-614-3943 (international) and enter passcode number 46142173. If listening via telephone, the accompanying presentation slides may be accessed by visiting http://investor.leapwireless.com. Listeners should navigate to the webcast and choose the 'Live Phone' option to view the slides in conjunction with the live conference call. Individuals dialing into the live call are encouraged to call in 15 minutes prior to the start time in order to register and be placed into the call.

To listen live via webcast and view accompanying presentation slides, visit http://investor.leapwireless.com. Please choose the 'webcast' option to view the slides in conjunction with the webcast.

An online replay and downloadable MP3 of the event will be available on the Company's website shortly after the live call and will be accessible for a limited period of time. A telephonic replay will be available two hours after the call's completion and can be accessed by dialing 1-888-286-8010 (domestic) or 1-617-801-6888 (international) and entering conference ID number 56923116.

About Leap

Leap provides innovative, high-value wireless services to a fast-growing, young and ethnically diverse customer base. With the value of unlimited wireless services as the foundation of its business, Leap pioneered its Cricket(R) service. The Company and its joint ventures operate in 29 states and hold licenses in 35 of the top 50 U.S. markets. Through its affordable, flat-rate service plans, Cricket offers customers a choice of unlimited voice, text, data and mobile Web services. Headquartered in San Diego, Calif., Leap is traded on the NASDAQ Global Select Market under the ticker symbol "LEAP." For more information, please visit www.leapwireless.com.

Notes Regarding Non-GAAP Financial Measures

Information presented in this press release and in the attached financial tables includes financial information prepared in accordance with generally accepted accounting principles in the U.S., or GAAP, as well as non-GAAP financial measures. Generally, a non-GAAP financial measure, within the meaning of Item 10 of Regulation S-K promulgated by the Securities and Exchange Commission (SEC), is a numerical measure of a company's financial performance or cash flows that (a) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, which are included in the most directly comparable measure calculated and presented in accordance with GAAP in the consolidated balance sheets, consolidated statements of operations or consolidated statements of cash flows; or (b) includes amounts, or is subject to adjustments that have the effect of including amounts, which are excluded from the most directly comparable measure so calculated and presented. As described more fully in the notes to the attached financial tables, management supplements the information provided by financial statement measures with several customer-focused performance metrics that are widely used in the telecommunications industry. Adjusted OIBDA, Existing Business Adjusted OIBDA, CPGA, and CCU are non-GAAP financial measures. Non-GAAP financial measures should be considered in addition to, but not as a substitute for, the information prepared in accordance with GAAP. Reconciliations of non-GAAP financial measures used in this release to the most directly comparable GAAP financial measures can be found in the section entitled "Definition of Terms and Reconciliation of Non-GAAP Financial Measures" included toward the end of this release.

Forward-Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements reflect management's current expectations based on currently available operating, financial and competitive information, but are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those anticipated in or implied by the forward-looking statements. Our forward-looking statements include our discussions in "Updated Business Outlook" for fiscal year 2008 and future years, our plans to offer our services to additional covered POPs and our expectations regarding future growth, spending, results of operations and customer penetration, and are generally identified with words such as "believe," "expect," "intend," "plan," "could," "may" and similar expressions. Risks, uncertainties and assumptions that could affect our forward-looking statements include, among other things:

    --  our ability to attract and retain customers in an extremely
        competitive marketplace;

    --  changes in economic conditions, including interest rates,
        consumer credit conditions, unemployment and other
        macro-economic factors that could adversely affect demand for
        the services we provide;

    --  the impact of competitors' initiatives;

    --  our ability to successfully implement product offerings and
        execute effectively on our planned coverage expansion,
        launches of markets we acquired in the FCC's auction for
        Advanced Wireless Services, or Auction #66, expansion of our
        mobile broadband product offering and other strategic
        activities;

    --  our ability to obtain roaming services from other carriers at
        cost-effective rates;

    --  our ability to maintain effective internal control over
        financial reporting;

    --  delays in our market expansion plans, including delays
        resulting from any difficulties in funding such expansion
        through our existing cash, cash generated from operations, or
        additional capital, or delays by existing U.S. government and
        other private sector wireless operations in clearing the AWS
        spectrum, some of which users are permitted to continue using
        the spectrum for several years;

    --  our ability to attract, motivate and retain an experienced
        workforce;

    --  our ability to comply with the covenants in our senior secured
        credit facilities, indentures and any future credit agreement,
        indenture or similar instrument;

    --  failure of our network or information technology systems to
        perform according to expectations; and

    --  other factors detailed in the section entitled "Risk Factors"
        included in our periodic reports filed with the SEC, including
        our Quarterly Report on Form 10-Q for the quarter ended June
        30, 2008, which we expect to file shortly with the SEC, and
        our Quarterly Report on From 10-Q for the quarter ended March
        31, 2008.

All forward-looking statements included in this news release should be considered in the context of these risks. We undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Investors and prospective investors are cautioned not to place undue reliance on our forward-looking statements.

Leap is a U.S. registered trademark and the Leap logo is a trademark of Leap. Cricket, Jump, the Cricket "K" and Flex Bucket are U.S. registered trademarks of Cricket. In addition, the following are trademarks or service marks of Cricket: BridgePay, Cricket By Week, Cricket Choice, Cricket Connect, Cricket Nation and Cricket Wireless Internet Service. All other trademarks are the property of their respective owners.

                  LEAP WIRELESS INTERNATIONAL, INC.
                    CONSOLIDATED BALANCE SHEETS(1)
                 (In thousands, except share amounts)

                                               June 30,   December 31,
                                                 2008         2007
                                             ------------ ------------
Assets                                       (Unaudited)
Cash and cash equivalents                    $   646,165  $   433,337
Short-term investments                           288,202      179,233
Restricted cash, cash equivalents and short-
 term investments                                  4,474       15,550
Inventories                                      100,609       65,208
Other current assets                              49,739       38,099
                                             ------------ ------------
   Total current assets                        1,089,189      731,427
Property and equipment, net                    1,541,923    1,316,657
Wireless licenses                              1,880,383    1,866,353
Goodwill                                         432,731      425,782
Other intangible assets, net                      36,133       46,102
Other assets                                      76,211       46,677
                                             ------------ ------------
   Total assets                              $ 5,056,570  $ 4,432,998
                                             ============ ============
Liabilities and Stockholders' Equity
Accounts payable and accrued liabilities     $   289,989  $   225,735
Current maturities of long-term debt              12,000       10,500
Other current liabilities                        127,246      114,808
                                             ------------ ------------
   Total current liabilities                     429,235      351,043
Long-term debt                                 2,573,136    2,033,902
Deferred tax liabilities                         204,293      182,835
Other long-term liabilities                       93,450       90,172
                                             ------------ ------------
   Total liabilities                           3,300,114    2,657,952
                                             ------------ ------------
Minority interests                                53,412       50,724
                                             ------------ ------------
Stockholders' equity:
  Preferred stock -- authorized 10,000,000
   shares, $.0001 par value; no shares
   issued and outstanding                             --           --
  Common stock -- authorized 160,000,000
   shares, $.0001 par value; 69,210,929 and
   68,674,435 shares issued and outstanding
   at June 30, 2008 and December 31 2007,
   respectively                                        7            7
Additional paid-in capital                     1,832,068    1,808,689
Accumulated deficit                             (119,912)     (75,699)
Accumulated other comprehensive loss              (9,119)      (8,675)
                                             ------------ ------------
   Total stockholders' equity                  1,703,044    1,724,322
                                             ------------ ------------
   Total liabilities and stockholders'
    equity                                   $ 5,056,570  $ 4,432,998
                                             ============ ============
                  LEAP WIRELESS INTERNATIONAL, INC.
               CONSOLIDATED STATEMENTS OF OPERATIONS(1)
         (Unaudited and in thousands, except per share data)

                            Three Months Ended     Six Months Ended
                                 June 30,              June 30,
                           --------------------- ---------------------
                              2008       2007       2008       2007
                           ---------- ---------- ---------- ----------

Revenues:
  Service revenues         $ 417,143  $ 347,253  $ 816,072  $ 668,944
  Equipment revenues          57,715     50,661    127,170    122,395
                           ---------- ---------- ---------- ----------
    Total revenues           474,858    397,914    943,242    791,339
                           ---------- ---------- ---------- ----------
Operating expenses:
  Cost of service
   (exclusive of items
   shown separately below)  (118,857)   (90,559)  (230,027)  (180,999)
  Cost of equipment         (105,127)   (90,818)  (219,348)  (213,483)
  Selling and marketing      (74,276)   (47,011)  (132,376)   (95,780)
  General and
   administrative            (77,233)   (66,407)  (153,140)  (131,641)
  Depreciation and
   amortization              (86,167)   (72,415)  (168,806)  (141,215)
                           ---------- ---------- ---------- ----------
    Total operating
     expenses               (461,660)  (367,210)  (903,697)  (763,118)
Gain on sale or disposal
 of assets                     1,252         --        961        940
                           ---------- ---------- ---------- ----------
  Operating income            14,450     30,704     40,506     29,161
Minority interests in
 consolidated subsidiaries    (1,865)       673     (2,688)     2,252
Equity in net loss of
 investee                       (295)        --     (1,357)        --
Interest income                2,586      7,134      7,367     12,419
Interest expense             (30,401)   (27,090)   (63,758)   (53,586)
Other expense, net              (307)        --     (4,343)      (637)
                           ---------- ---------- ---------- ----------
    Income (loss) before
     income taxes            (15,832)    11,421    (24,273)   (10,391)
Income tax expense           (10,237)    (1,783)   (19,940)    (4,195)
                           ---------- ---------- ---------- ----------
    Net income (loss)      $ (26,069) $   9,638  $ (44,213) $ (14,586)
                           ========== ========== ========== ==========
Earnings (loss) per share:
    Basic                  $   (0.38) $    0.14  $   (0.65) $   (0.22)
                           ========== ========== ========== ==========
    Diluted                $   (0.38) $    0.14  $   (0.65) $   (0.22)
                           ========== ========== ========== ==========
Shares used in per share
 calculations:
    Basic                     67,991     67,124     67,963     66,998
                           ========== ========== ========== ==========
    Diluted                   67,991     68,800     67,963     66,998
                           ========== ========== ========== ==========
                  LEAP WIRELESS INTERNATIONAL, INC.
          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS(1)
                     (Unaudited and in thousands)

                                             Six Months Ended June 30,
                                             -------------------------
                                                 2008         2007
                                             ------------ ------------
Operating activities:
    Net cash provided by operating
     activities                                $ 181,590    $ 108,795
                                             ------------ ------------
Investing activities:
  Acquisition of business, net of cash
   acquired                                      (31,322)          --
  Purchases of property and equipment           (338,287)    (239,413)
  Change in prepayments for purchases of
   property and equipment                         (5,644)      11,187
  Purchases of and deposits for wireless
   licenses and spectrum clearing costs          (72,713)      (2,361)
  Return of deposit for wireless licenses         70,000           --
  Proceeds from sale of wireless licenses
   and operating assets                               --        9,500
  Purchases of investments                      (297,784)    (380,743)
  Sales and maturities of investments            186,446       91,360
  Purchase of minority interest                       --       (4,706)
  Purchase of membership units                    (1,033)     (13,182)
  Changes in restricted cash, cash
   equivalents and short-term investments,
   net                                            (1,309)         834
                                             ------------ ------------
    Net cash used in investing activities       (491,646)    (527,524)
                                             ------------ ------------
Financing activities:
  Proceeds from long-term debt                   535,750      370,480
  Principal payments on capital lease
   obligations                                    (7,969)          --
  Repayment of long-term debt                     (5,000)      (4,500)
  Payment of debt issuance costs                  (6,443)      (1,319)
  Proceeds from issuance of common stock,
   net                                             6,546        7,588
                                             ------------ ------------
    Net cash provided by financing
     activities                                  522,884      372,249
                                             ------------ ------------
Net increase (decrease) in cash and cash
 equivalents                                     212,828      (46,480)
Cash and cash equivalents at beginning of
 period                                          433,337      372,812
                                             ------------ ------------
Cash and cash equivalents at end of period     $ 646,165    $ 326,332
                                             ============ ============

Supplementary disclosure of cash flow
 information:
  Cash paid for interest                       $  89,568    $  72,295
  Cash paid for income taxes                   $   1,906    $     341
Explanatory Notes to Financial Statements

(1)  The consolidated financial statements and the tables of results
      and operating and financial metrics included at the beginning of
      this release include the accounts of Leap and its wholly owned
      subsidiaries as well as the accounts of LCW Wireless, LLC and
      Denali Spectrum, LLC and their wholly owned subsidiaries. The
      Company consolidates its interests in LCW Wireless, LLC and
      Denali Spectrum, LLC in accordance with Financial Accounting
      Standards Board Interpretation No. 46-R, "Consolidation of
      Variable Interest Entities," because these entities are variable
      interest entities and the Company will absorb a majority of
      their expected losses. All significant intercompany accounts and
      transactions have been eliminated in the condensed consolidated
      financial statements.

(2)  The following tables summarize operating data for the Company's
      consolidated operations for the three months ended June 30, 2008
      and 2007 (unaudited; in thousands, except percentages):
                                    Three Months Ended June 30,
                             -----------------------------------------


                                        % of 2008            % of 2007
                                         Service              Service
                                2008    Revenues     2007    Revenues
                             ---------- --------- ---------- ---------
Revenues:
  Service revenues           $  417,143           $  347,253
  Equipment revenues             57,715               50,661
                             ----------           ----------
    Total revenues              474,858              397,914
                             ----------           ----------
Operating expenses:
  Cost of service               118,857     28.5%     90,559     26.1%
  Cost of equipment             105,127     25.2%     90,818     26.2%
  Selling and marketing          74,276     17.8%     47,011     13.5%
  General and administrative     77,233     18.5%     66,407     19.1%
  Depreciation and
   amortization                  86,167     20.7%     72,415     20.9%
                             ---------- --------- ---------- ---------
    Total operating expenses    461,660    110.7%    367,210    105.7%
    Gain on sale or disposal
     of assets                    1,252      0.3%         --      0.0%
                             ---------- --------- ---------- ---------
Operating income             $   14,450      3.5% $   30,704      8.8%
                             ========== ========= ========== =========

                                            Change from
                                            Prior Year
                             -----------------------------------------
                                   Dollars              Percent
                             -------------------- --------------------
Revenues:
  Service revenues                   $   69,890                 20.1%
  Equipment revenues                      7,054                 13.9%
                             -------------------- --------------------
    Total revenues                       76,944                 19.3%
                             -------------------- --------------------
Operating expenses:
  Cost of service                        28,298                 31.2%
  Cost of equipment                      14,309                 15.8%
  Selling and marketing                  27,265                 58.0%
  General and administrative             10,826                 16.3%
  Depreciation and
   amortization                          13,752                 19.0%
                             -------------------- --------------------
    Total operating expenses             94,450                 25.7%
    Gain on sale or disposal
     of assets                            1,252                100.0%
                             -------------------- --------------------
Operating income                     $  (16,254)               (52.9)%
                             ==================== ====================
                                     Six Months Ended June 30,
                             -----------------------------------------


                                        % of 2008           % of 2007
                                         Service             Service
                                2008    Revenues    2007    Revenues
                             ---------- --------- -------- -----------
Revenues:
  Service revenues           $  816,072           $668,944
  Equipment revenues            127,170            122,395
                             ----------           --------
    Total revenues              943,242            791,339
                             ----------           --------
Operating expenses:
  Cost of service               230,027     28.2%  180,999       27.1%
  Cost of equipment             219,348     26.9%  213,483       31.9%
  Selling and marketing         132,376     16.2%   95,780       14.3%
  General and administrative    153,140     18.8%  131,641       19.7%
  Depreciation and
   amortization                 168,806     20.7%  141,215       21.1%
                             ---------- --------- -------- -----------
    Total operating expenses    903,697    110.7%  763,118      114.1%
    Gain on sale or disposal
     of assets                      961      0.1%      940        0.1%
                             ---------- --------- -------- -----------
Operating income             $   40,506      5.0% $ 29,161        4.4%
                             ========== ========= ======== ===========

                                           Change from
                                            Prior Year
                             -----------------------------------------
                                   Dollars              Percent
                             -------------------- --------------------
Revenues:
  Service revenues                     $  147,128                22.0%
  Equipment revenues                        4,775                 3.9%
                             -------------------- --------------------
    Total revenues                        151,903                19.2%
                             -------------------- --------------------
Operating expenses:
  Cost of service                          49,028                27.1%
  Cost of equipment                         5,865                 2.7%
  Selling and marketing                    36,596                38.2%
  General and administrative               21,499                16.3%
  Depreciation and
   amortization                            27,591                19.5%
                             -------------------- --------------------
    Total operating expenses              140,579                18.4%
    Gain on sale or disposal
     of assets                                 21                 2.2%
                             -------------------- --------------------
Operating income                       $   11,345                38.9%
                             ==================== ====================
(3)  Total share-based compensation expense related to the Company's
      share-based awards for the three months ended June 30, 2008 and
      2007 was allocated to the statements of operations as follows
      (unaudited; in thousands, except per share data):
                            Three Months Ended     Six Months Ended
                                 June 30,              June 30,
                           --------------------- ---------------------
                              2008       2007       2008       2007
                           ---------- ---------- ---------- ----------
Cost of service                $  614     $  466    $ 1,517    $ 1,145
Selling and marketing
 expenses                       1,179        560      2,534      1,561
General and administrative
 expenses                       5,541      4,869     12,985     11,933
                           ---------- ---------- ---------- ----------
  Share-based compensation
   expense                     $7,334     $5,895    $17,036    $14,639
                           ========== ========== ========== ==========
Share-based compensation
 expense per share:
  Basic                        $ 0.11     $ 0.09    $  0.25    $  0.22
                           ========== ========== ========== ==========
  Diluted                      $ 0.11     $ 0.09    $  0.25    $  0.22
                           ========== ========== ========== ==========

Definition of Terms and Reconciliation of Non-GAAP Financial Measures

The Company utilizes certain financial measures that are widely used in the telecommunications industry and are not calculated based on GAAP. Certain of these financial measures are considered non-GAAP financial measures within the meaning of Item 10 of Regulation S-K promulgated by the SEC.

(4) Churn, which measures customer turnover, is calculated as the net
     number of customers that disconnect from our service divided by
     the weighted-average number of customers divided by the number of
     months during the period being measured. Customers who do not pay
     their first monthly bill are deducted from our gross customer
     additions in the month in which they are disconnected; as a
     result, these customers are not included in churn. In addition,
     customers are generally disconnected from service approximately
     30 days after failing to pay a monthly bill. Beginning during the
     quarter ended June 30, 2007, pay-in-advance customers who ask to
     terminate their service are disconnected when their paid service
     period ends, whereas previously these customers were generally
     disconnected on the date of their request to terminate service.
     Management uses churn to measure our retention of customers, to
     measure changes in customer retention over time, and to help
     evaluate how changes in our business affect customer retention.
     In addition, churn provides management with a useful measure to
     compare our customer turnover activity to that of other wireless
     communications providers. We believe investors use churn
     primarily as a tool to track changes in our customer retention
     over time and to compare our customer retention to that of other
     wireless communications providers. Other companies may calculate
     this measure differently.

(5) ARPU is service revenue divided by the weighted-average number of
     customers, divided by the number of months during the period
     being measured. Management uses ARPU to identify average revenue
     per customer, to track changes in average customer revenues over
     time, to help evaluate how changes in our business, including
     changes in our service offerings and fees, affect average revenue
     per customer, and to forecast future service revenue. In
     addition, ARPU provides management with a useful measure to
     compare our subscriber revenue to that of other wireless
     communications providers. We do not recognize service revenue
     until payment has been received and services have been provided
     to the customer. In addition, customers are generally
     disconnected from service approximately 30 days after failing to
     pay a monthly bill. Therefore, because our calculation of
     weighted-average number of customers includes customers who have
     not paid their last bill and have yet to disconnect service, ARPU
     may appear lower during periods in which we have significant
     disconnect activity. We believe investors use ARPU primarily as a
     tool to track changes in our average revenue per customer and to
     compare our per customer service revenues to those of other
     wireless communications providers. Other companies may calculate
     this measure differently.

(6) CPGA is selling and marketing costs (excluding applicable share-
     based compensation expense included in selling and marketing
     expense), and equipment subsidy (generally defined as cost of
     equipment less equipment revenue), less the net loss on equipment
     transactions unrelated to initial customer acquisition, divided
     by the total number of gross new customer additions during the
     period being measured. The net loss on equipment transactions
     unrelated to initial customer acquisition includes the revenues
     and costs associated with the sale of handsets to existing
     customers as well as costs associated with handset replacements
     and repairs (other than warranty costs which are the
     responsibility of the handset manufacturers). We deduct customers
     who do not pay their first monthly bill from our gross customer
     additions, which tends to increase CPGA because we incur the
     costs associated with this customer without receiving the benefit
     of a gross customer addition. Management uses CPGA to measure the
     efficiency of our customer acquisition efforts, to track changes
     in our average cost of acquiring new subscribers over time, and
     to help evaluate how changes in our sales and distribution
     strategies affect the cost-efficiency of our customer acquisition
     efforts. In addition, CPGA provides management with a useful
     measure to compare our per customer acquisition costs with those
     of other wireless communications providers. We believe investors
     use CPGA primarily as a tool to track changes in our average cost
     of acquiring new customers and to compare our per customer
     acquisition costs to those of other wireless communications
     providers. Other companies may calculate this measure
     differently.

    The following table reconciles total costs used in the calculation
     of CPGA to selling and marketing expense, which we consider to be
     the most directly comparable GAAP financial measure to CPGA
     (unaudited; in thousands, except gross customer additions and
     CPGA):
                          Three Months Ended      Six Months Ended
                               June 30,               June 30,
                         --------------------- -----------------------
                            2008       2007       2008        2007
                         ---------- ---------- ----------- -----------

Selling and marketing
 expense                 $  74,276  $  47,011  $  132,376  $   95,780
  Less share-based
   compensation expense
   included in selling
   and marketing expense    (1,179)      (560)     (2,534)     (1,561)
  Plus cost of equipment   105,127     90,818     219,348     213,483
  Less equipment revenue   (57,715)   (50,661)   (127,170)   (122,395)
  Less net loss on
   equipment
   transactions
   unrelated to initial
   customer acquisition     (9,389)    (2,591)    (23,409)     (7,353)
                         ---------- ---------- ----------- -----------
    Total costs used in
     the calculation of
     CPGA                $ 111,120  $  84,017  $  198,611  $  177,954
Gross customer additions   542,005    462,434   1,092,525   1,027,489
                         ---------- ---------- ----------- -----------
CPGA                     $     205  $     182  $      182  $      173
                         ========== ========== =========== ===========
(7)  CCU is cost of service and general and administrative costs
      (excluding applicable share-based compensation expense included
      in cost of service and general and administrative expense) plus
      net loss on equipment transactions unrelated to initial customer
      acquisition (which includes the gain or loss on the sale of
      handsets to existing customers and costs associated with handset
      replacements and repairs (other than warranty costs which are
      the responsibility of the handset manufacturers), divided by the
      weighted-average number of customers, divided by the number of
      months during the period being measured. CCU does not include
      any depreciation and amortization expense. Management uses CCU
      as a tool to evaluate the non-selling cash expenses associated
      with ongoing business operations on a per customer basis, to
      track changes in these non-selling cash costs over time, and to
      help evaluate how changes in our business operations affect non-
      selling cash costs per customer. In addition, CCU provides
      management with a useful measure to compare our non-selling cash
      costs per customer with those of other wireless communications
      providers. We believe investors use CCU primarily as a tool to
      track changes in our non-selling cash costs over time and to
      compare our non-selling cash costs to those of other wireless
      communications providers. Other companies may calculate this
      measure differently.

    The following table reconciles total costs used in the calculation
     of CCU to cost of service, which we consider to be the most
     directly comparable GAAP financial measure to CCU (unaudited; in
     thousands, except weighted-average number of customers and CCU):
                         Three Months Ended       Six Months Ended
                              June 30,                June 30,
                       ----------------------- -----------------------
                          2008        2007        2008        2007
                       ----------- ----------- ----------- -----------

Cost of service        $  118,857  $   90,559  $  230,027  $  180,999
  Plus general and
   administrative
   expense                 77,233      66,407     153,140     131,641
  Less share-based
   compensation
   expense included in
   cost of service and
   general and
   administrative
   expense                 (6,155)     (5,335)    (14,502)    (13,078)
  Plus net loss on
   equipment
   transactions
   unrelated to
   initial customer
   acquisition              9,389       2,591      23,409       7,353
                       ----------- ----------- ----------- -----------
    Total costs used
     in the
     calculation of
     CCU               $  199,324  $  154,222  $  392,074  $  306,915
Weighted-average
 number of customers    3,162,028   2,586,900   3,059,252   2,490,030
                       ----------- ----------- ----------- -----------
CCU                    $    21.01  $    19.87  $    21.36  $    20.54
                       =========== =========== =========== ===========
(8)  Adjusted OIBDA is a non-GAAP financial measure defined as
      operating income (loss) before depreciation and amortization,
      adjusted to exclude the effects of: gain/loss on sale/disposal
      of assets; impairment of assets; and share-based compensation
      expense (benefit).

    Existing Business Adjusted OIBDA is a non-GAAP financial measure
     that further adjusts adjusted OIBDA to exclude total revenues
     attributable to new markets launched after December 31, 2007 and
     the Company's mobile broadband offering that were included in
     total revenues, and to add back operating expenses attributable
     to such activities that were included in total operating expenses
     (other than depreciation and amortization and share-based
     compensation expense, which have already been added back to
     adjusted OIBDA). Generally, for purposes of calculating these
     measures, corporate-level and regional-level overhead expenses
     are allocated to our markets based on gross customer additions
     and weighted average customers by market. Adjusted OIBDA and
     Existing Business Adjusted OIBDA should not be construed as
     alternatives to operating income or net income as determined in
     accordance with GAAP, as alternatives to cash flows from
     operating activities as determined in accordance with GAAP or as
     measures of liquidity.

    In a capital-intensive industry such as wireless
     telecommunications, management believes that adjusted OIBDA and
     Existing Business Adjusted OIBDA, as well as the associated
     percentage margin calculations, are meaningful measures of the
     Company's operating performance. We use adjusted OIBDA and
     Existing Business Adjusted OIBDA as supplemental performance
     measures because management believes they facilitate comparisons
     of the Company's operating performance from period to period and
     comparisons of the Company's operating performance to that of
     other companies by backing out potential differences caused by
     the age and book depreciation of fixed assets (affecting relative
     depreciation expenses) as well as the items described above for
     which additional adjustments were made. While depreciation and
     amortization are considered operating costs under generally
     accepted accounting principles, these expenses primarily
     represent the non-cash current period allocation of costs
     associated with long-lived assets acquired or constructed in
     prior periods. Because adjusted OIBDA and Existing Business
     Adjusted OIBDA facilitate internal comparisons of our historical
     operating performance, management also uses these metrics for
     business planning purposes and to measure our performance
     relative to that of our competitors. In addition, we believe that
     adjusted OIBDA, Existing Business Adjusted OIBDA, and similar
     measures are widely used by investors, financial analysts and
     credit rating agencies as measures of our financial performance
     over time and to compare our financial performance with that of
     other companies in our industry. Adjusted OIBDA and Existing
     Business Adjusted OIBDA have limitations as analytical tools, and
     should not be considered in isolation or as substitutes for
     analysis of our results as reported under GAAP. Some of these
     limitations include:

    -- they do not reflect capital expenditures;

    -- although they do not include depreciation and amortization, the
     assets being depreciated and amortized will often have to be
     replaced in the future, and adjusted OIBDA and Existing Business
     Adjusted OIBDA do not reflect cash requirements for such
     replacements;

    -- they do not reflect costs associated with share-based awards
     exchanged for employee services;

    -- they do not reflect the interest expense necessary to service
     interest or principal payments on current or future indebtedness;

    -- they do not reflect expenses incurred for the payment of income
     taxes and other taxes; and

    -- other companies, including companies in our industry, may
     calculate these measures differently than we do, limiting their
     usefulness as comparative measures.

    Management understands these limitations and considers adjusted
     OIBDA and Existing Business Adjusted OIBDA as financial
     performance measures that supplement but do not replace the
     information provided to management by our GAAP results.

    The following table reconciles adjusted OIBDA and Existing
     Business Adjusted OIBDA to operating income, which we consider to
     be the most directly comparable GAAP financial measure to
     adjusted OIBDA and Existing Business Adjusted OIBDA (unaudited;
     in thousands):
                                Three Months Ended  Six Months Ended
                                     June 30,           June 30,
                                ------------------ -------------------
                                  2008      2007     2008      2007
                                --------- -------- --------- ---------
Operating income                $ 14,450  $ 30,704 $ 40,506  $ 29,161
  Plus depreciation and
   amortization                   86,167    72,415  168,806   141,215
                                --------- -------- --------- ---------
OIBDA                            100,617   103,119  209,312   170,376
  Less gain on sale or disposal
   of assets                      (1,252)       --     (961)     (940)
  Plus share-based compensation    7,334     5,895   17,036    14,639
                                --------- -------- --------- ---------
Adjusted OIBDA                  $106,699  $109,014 $225,387  $184,075
                                --------- -------- --------- ---------
  Plus net operating expenses
   attributable to new markets
   included in total operating
   expenses                       38,167        --   48,235        --
  Plus net operating expenses
   attributable to broadband
   included in total operating
   expense                         9,611        --   15,817        --
                                --------- -------- --------- ---------
Existing Business Adjusted
 OIBDA                          $154,477  $109,014 $289,439  $184,075
                                --------- -------- --------- ---------
    CONTACT: Leap Wireless International, Inc.
             Greg Lund, Media Relations
             858-882-9105
             glund@leapwireless.com
             or
             Amy Wakeham, Investor Relations
             858-882-6084
             awakeham@leapwireless.com

    SOURCE: Leap Wireless International, Inc.