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Leap Reports Results for Third Quarter 2007

- Company Reports 47 percent Year-Over-Year Increase in Service Revenues and an 87 percent Increase in Adjusted OIBDA -

Note: A webcast of Leap's third quarter earnings conference call with accompanying presentation will be available at 5 p.m. EST on Thursday, December 13, 2007 at the Investor Relations Section of Leap's Web Site, www.leapwireless.com

SAN DIEGO--(BUSINESS WIRE)--Dec. 13, 2007--Leap Wireless International, Inc. (NASDAQ:LEAP), a leading provider of innovative and value-driven wireless communications services, today announced financial and operational results for the third quarter of 2007. The Company reported service revenues for the third quarter of $354.5 million, an increase of 47 percent from the prior year quarter, driven by a 42 percent increase in weighted-average customers and an increase of $1.64 in average monthly service revenue per user (ARPU). Operating income for the third quarter of 2007 was $9.4 million compared to operating income of $7.1 million for the third quarter of 2006. Adjusted operating income before depreciation and amortization (OIBDA) for the third quarter of 2007 was $95.7 million, up 87 percent from $51.2 million for the third quarter of 2006. The Company ended the period with 2.71 million customers, an increase of 37.8 percent from the prior year quarter, and reported net customer additions for the quarter of 36,500.

"The business delivered strong year-over-year growth in adjusted OIBDA during the third quarter of 87 percent, even as the Company successfully moved through a challenging period," said Doug Hutcheson, Leap's CEO, president and acting CFO. "We also achieved an 11 percent year-over-year increase in gross customer additions that, while positive, was less than we anticipated. Looking forward to our current quarter, the Company has seen attractive post-Thanksgiving results that indicate we are on the right track for our expected fourth quarter customer additions, reinforcing our belief that our efforts to drive further return for the business are progressing as expected.

"While we experienced changes in customer buying patterns during the third quarter which affected our near-term customer growth rate, we believe that the long-term prospects for our business remain bright. We recently concluded a significant investment cycle which nearly doubled our footprint, customer base and adjusted OIBDA over the prior year. We passed a major milestone for this investment during the second quarter of this year in reaching adjusted OIBDA break-even for our new markets. During the third quarter, operating income increased as compared to the prior year period, demonstrating the strong financial progress the Company has made as we expanded the business. We are now in the early stages of realizing the benefits from these investments as we continue to penetrate these markets, and seek to leverage costs through scale and to grow adjusted OIBDA."

Net loss for the third quarter was $43.3 million, or $0.64 per diluted share, compared to a net loss of $0.8 million, or $0.01 per diluted share, for the corresponding quarter of the prior year. The increase in net loss over the prior year period is primarily attributable to a $12.9 million increase in net interest expense resulting from an increase in the Company's long-term debt and a change in the Company's tax accounting method for amortizing certain wireless licenses that resulted in accelerated deductions and other tax benefits and a $24.1 million increase in income tax expense for accounting purposes. The change in taxes includes $19.3 million in one time expenses and is expected to improve the potential utilization of these tax benefits in future periods. Together, the increases in net interest and tax expense as a result of the change in tax accounting method during the third quarter of 2007 contributed $0.55 to the net loss of $0.64 per diluted share reported for the quarter.

"In September, the Company initiated a comprehensive review of our service revenue activity and forecasting process, which ultimately resulted in our announcement that we would restate financial statements for fiscal years 2004, 2005, 2006 and the first two quarters of 2007," continued Hutcheson. "Over these periods, the restatement had a net cumulative impact of approximately $8 million on service revenues and approximately $23 million on operating income over these periods. We have been working with our independent auditors to finalize our financial statements and expect to file the third quarter Form 10-Q by December 14, 2007 and complete the necessary amendments and restatements of the required prior annual and quarterly reports on or before December 31, 2007."

Key Reported Results:
(Unaudited and in millions, except percentages and per share amounts)

               Three Months Ended        Nine Months Ended September
                  September 30,                       30,
           ---------------------------  ------------------------------
            2007      2006      Change    2007        2006      Change
           -------------------- ------  --------- ------------- ------
                      (As                             (As
                   Restated(3))                    Restated(3))
Service
 revenues  $354.5    $   240.6   47.3%  $1,023.4      $   685.8 49.2%
Total
 revenues  $409.7    $   293.3   39.7%  $1,201.0      $   852.6 40.9%
Operating
 income    $  9.4    $     7.1   33.4%  $   38.6      $    40.2 (4.0)%
Net income
 (loss)    $(43.3)   $    (0.8)         $  (57.9)     $    21.3
Diluted
 earnings
 (loss)
 per share $(0.64)   $   (0.01)         $  (0.86)     $    0.34
Key Operating and Financial Metrics
(Unaudited and in millions, except percentages, customer data and
 operating metrics)


                                  Three Months Ended September 30,
                                -------------------------------------
                                      2007           2006     Change
                                --------------- ------------- -------
                                                    (As
                                                 Restated(3))
Adjusted OIBDA                    $       95.7    $     51.2   86.9%
Adjusted OIBDA as a percentage
 of service revenues                        27%           21%
Gross customer additions               450,954       405,178   11.3%
Net customer additions                  36,484       161,688  (77.4)%
End of period customers              2,711,447     1,967,369   37.8%
Weighted-average customers           2,654,555     1,870,204   41.9%
Churn                                      5.2%          4.3%
Average revenue per user (ARPU)   $      44.51    $    42.87    3.8%
Cash costs per user (CCU)         $      21.23    $    21.04    0.9%
Cost per gross addition (CPGA)    $        199    $      176   13.1%
Cash purchases of property and
 equipment                        $      107.3    $    161.9  (34.7)%


                                      Nine Months Ended September 30,
                                     ---------------------------------
                                        2007          2006     Change
                                     ----------- ------------- -------
                                                     (As
                                                  Restated(3))
Adjusted OIBDA                       $    279.7    $    204.2   37.0%
Adjusted OIBDA as a percentage of
 service revenues                            27%           30%
Gross customer additions              1,478,443       936,581   57.9%
Net customer additions                  481,621       329,780   46.0%
End of period customers               2,711,447     1,967,369   37.8%
Weighted-average customers            2,544,872     1,792,928  (41.9)%
Churn                                       4.4%          3.8%
Average revenue per user (ARPU)      $    44.68    $    42.50    5.1%
Cash costs per user (CCU)            $    20.79    $    20.16    3.1%
Cost per gross addition (CPGA)       $      181    $      167    8.4%
Cash purchases of property and
 equipment                           $    345.2    $    348.9   (1.1)%

The financial and operating data presented in this press release, including customer information, reflect the consolidated results of Leap, its subsidiaries and its non-controlled joint ventures, LCW Wireless, LLC (LCW Wireless) and Denali Spectrum, LLC (Denali).

The Company has announced it is restating its consolidated financial statements as of and for the years ended December 31, 2006 and 2005 (including interim periods therein), for the period from August 1, 2004 to December 31, 2004 and for the period from January 1, 2004 to July 31, 2004. In addition, the Company has announced it is restating the condensed consolidated financial statements as of and for the quarterly periods ended June 30, 2007 and March 31, 2007. The financial data presented in this press release includes the effects of the unaudited restated financial information for all such periods.

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.

Capital expenditures during the third quarter of 2007 were approximately $107.3 million, including $11.5 million in related capitalized interest, bringing total capital expenditures for the nine months ended September 30, 2007 to $345.2 million. As of September 30, 2007, total unrestricted cash, cash equivalents and short-term investments were $655.7 million.

"During the quarter, the Company delivered a 47 percent year-over-year increase in service revenues, reflecting continued customer growth and increasing ARPU," said Stefan Karnavas, VP finance and treasurer for Leap. "This increase in service revenues translated into increased adjusted OIBDA for the quarter and demonstrates the further benefits of scale we expect to achieve in the future. Excluding the $13.1 million of costs associated with the Company's major new initiatives and other external activities, our adjusted OIBDA margin was 31 percent. We have demonstrated our ability to produce margins in excess of 40 percent, and expect our adjusted OIBDA margins to continue to grow as our newer markets mature.

"The Company continues to see strong uptake of our higher-value service plans, resulting in a $1.64 year-over-year increase in ARPU, and expects continued ARPU growth during the fourth quarter," continued Karnavas. "The costs associated with customer acquisitions (CPGA) reflect lower-than-expected gross customer additions during the quarter and the planned costs of our major new initiatives, which contributed to the increase in this amount year-over-year. Our monthly costs per user (CCU) were generally flat year-over-year even with the higher product costs associated with the strong uptake of our new features and services."

    Current Business Outlook

    The Company's Outlook for Fourth Quarter and Full Year 2007:

    --  Net customer additions for the fourth quarter are expected to
        be between 70,000 and 130,000.

    --  Customer churn for the fourth quarter is expected to be in the
        range of 4.5 percent to 4.7 percent, reflecting typical
        seasonal rhythms, the effects of customer handset upgrades and
        expected decreases in the percentage of less-tenured customers
        within the Company's overall customer base.

    --  Adjusted OIBDA is expected to be between $105 million and $115
        million, bringing anticipated full-year adjusted OIBDA to
        between $385 million and $395 million. The Company's
        expectation for fourth quarter adjusted OIBDA includes
        approximately $12 million to $17 million of negative adjusted
        OIBDA that the Company expects to incur to support its major
        new initiatives, bringing the year-to-date negative adjusted
        OIBDA for these initiatives for full-year 2007 to
        approximately $25 million to $30 million. These new
        initiatives include the Company's planned coverage expansion
        for existing markets, market trials of higher-speed data
        services, Auction #66 build activity and other strategic
        activities.

    --  Capital expenditures for 2007 are expected to be $300 million
        to $320 million in the aggregate for the existing business,
        the costs associated with the Company's launched markets to
        date, and the Company's EVDO network upgrade. In addition, the
        Company expects to invest approximately $205 million to $225
        million in capital expenditures to support its major new
        initiatives. These capital expenditures include a total of $50
        million of capitalized interest.

    --  As a result of the ongoing expansion of existing market
        footprints, the Company expects to cover up to an additional
        three million POPS by the end of 2007, bringing total covered
        POPs to approximately 54 million at year end.

    Long-term Business Outlook

The Company also updated its outlook for 2008 and beyond to provide key criteria to assist investors and interested parties in developing a better understanding of how the business is expected to expand and the resulting long-term growth in adjusted OIBDA.

    --  With the planned coverage expansion and launches of Auction
        #66 markets, the company expects to cover up to an additional
        12 to 28 million POPS by the end of 2008, bringing total
        covered POPs to approximately 66 to 82 million by 2008 year
        end. The Company also expects to launch 28 to 50 million new
        covered POPs by the end of 2010. Aggregate capital
        expenditures for new market builds through their first full
        year of operation are anticipated to be approximately $26.00
        per covered POP, excluding capitalized interest. Aggregate
        investment in cumulative adjusted OIBDA loss in these markets
        through adjusted OIBDA break-even is expected to be
        approximately $5 per covered POP. The Company's new Auction
        #66 markets are generally expected to reach adjusted OIBDA
        break-even within four full quarters of operation.

    --  Ongoing capital expenditures to support the growth and
        development of the Company's one year or older markets are
        expected to be in the mid-teens as a percentage of service
        revenue.

    --  Total adjusted OIBDA is expected to grow at a compound annual
        growth rate of 30 to 40 percent from 2007 through 2010.

"We believe that the Company has strong independent growth prospects, but we have also taken significant steps to explore appropriate collaborative alternatives to further building the business," said Hutcheson. "The Company has filed to participate in Auction 73, which is expected to commence in January 2008. The Company has been a disciplined bidder in past auctions resulting in one of the lowest average price per megahertz POP paid, and the Company expects to be thoughtful in managing its spectrum opportunities and liquidity."

Conference Call Note

As previously announced, Leap will hold a conference call to discuss its third quarter results and its outlook for fourth quarter 2007 and full year 2007 at 5:00 p.m., Eastern Standard Time, on Thursday, December 13, 2007. Other forward-looking and material information may also be discussed during this call. Interested parties may listen to the call live by dialing 1-866-277-1184 or internationally at 1-617-587-5360 and entering reservation number 86371859. A webcast of the earnings conference call with accompanying presentation will be available at 5 p.m. EST on Thursday, December 13, 2007 at the Investor Relations Section of Leap's Web Site, www.leapwireless.com.

To listen to the call, please go to the website at least 15 minutes prior to the start time to register, and download and install any necessary audio software. An online replay will follow shortly after the live conference call and will be available until January 13, 2008. The telephonic rebroadcast will be available shortly after the completion of the call and will be available until close of business December 27, 2007. Interested parties can access the rebroadcast by dialing 1-888-286-8010 or 1-617-801-6888 internationally and entering the reservation number 26421703. A downloadable MP3 recording of the call will also be available 24 hours after broadcast. Interested listeners can download the file from the "Events" page of the Investor Relations section of Leap's website and on Street Events at www.streetevents.com.

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 both the Cricket(R) and Jump(TM) Mobile services. The Company and its joint ventures now operate in 23 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. Jump Mobile is a unique prepaid wireless service designed for the mobile-dependent, urban youth market. 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 Securities and Exchange Commission (SEC) Item 10 to Regulation S-K, 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, 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 of management's outlook for the fourth quarter of 2007, fiscal year 2007, fiscal year 2008 and future years, our plans to offer our services to additional covered POPs and our expectations regarding growth and future products, and are generally identified with words such as "believe," "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 the market
        for wireless services;

    --  the impact of competitors' initiatives;

    --  our ability to successfully implement product offerings and
        execute effectively on our planned coverage expansion,
        launches of Auction #66 markets, market trials introduction of
        higher-speed data services and other strategic activities;

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

    --  delays in our market expansion plans, including delays
        resulting from any difficulties in funding such expansion
        through cash from operations, our revolving credit facility or
        additional capital, delays in the availability of network
        equipment and handsets for the AWS spectrum we acquired in the
        Federal Communications Commission's, or FCC's, auction for
        Advanced Wireless Services, or Auction #66, or delays by
        existing U.S. government and other private sector wireless
        operations in clearing the AWS spectrum, some of which users
        are permitted to continue using the spectrum for several
        years;

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

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

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

    --  other factors detailed in the section entitled "Risk Factors"
        included in our periodic reports filed with the SEC, including
        our Annual Report on Form 10-K for the year ended December 31,
        2006 and our Quarterly Reports on Form 10-Q.

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 is a U.S. registered trademark of Cricket. In addition, the following are trademarks of Cricket: Unlimited Access Plus, Unlimited Access, Unlimited Plus, Unlimited Classic, By Week, Jump, Travel Time, Cricket Clicks and the Cricket "K." All other trademarks are the property of their respective owners.

                  LEAP WIRELESS INTERNATIONAL, INC.
                   CONSOLIDATED BALANCE SHEETS (1)
             (Unaudited; In Thousands, Except Share Data)

                                             September
                                                 30,     December 31,
                                                2007         2006
                                             ----------- -------------
                                                             (As
                                                          Restated)(3)

Assets
Cash and cash equivalents                    $  356,724     $  372,812
Short-term investments                          298,991         66,400
Restricted cash, cash equivalents and short-
 term investments                                15,529         13,581
Inventories                                      79,983         90,185
Other current assets                             56,966         52,981
                                             ----------- -------------
  Total current assets                          808,193        595,959
Property and equipment, net                   1,197,524      1,078,521
Wireless licenses                             1,861,399      1,563,958
Assets held for sale                                 --          8,070
Goodwill                                        425,782        425,782
Other intangible assets, net                     54,534         79,828
Deposits for wireless licenses                       --        274,084
Other assets                                     48,913         58,745
                                             ----------- -------------
Total assets                                 $4,396,345     $4,084,947
                                             =========== =============
Liabilities and Stockholders' Equity
Accounts payable and accrued liabilities     $  207,858     $  317,093
Current maturities of long-term debt             10,000          9,000
Other current liabilities                       128,264         84,675
                                             ----------- -------------
Total current liabilities                       346,122        410,768
Long-term debt                                2,039,084      1,676,500
Deferred tax liabilities                        176,981        148,335
Other long-term liabilities                      55,451         47,608
                                             ----------- -------------
Total liabilities                             2,617,638      2,283,211
                                             ----------- -------------
Minority interests                               41,163         29,943
                                             ----------- -------------
Commitments and contingencies
Stockholders' equity:
Preferred stock -- authorized 10,000,000
 shares; $.0001 par value, no shares issued
 and outstanding                                     --             --
Common stock -- authorized 160,000,000
 shares; $.0001 par value, 68,204,679 and
 67,892,512 shares issued and outstanding at
 September 30, 2007 and December 31, 2006,
 respectively                                         7              7
Additional paid-in capital                    1,799,256      1,769,772
Retained earnings (accumulated deficit)         (57,647)           228
Accumulated other comprehensive income (loss)    (4,072)         1,786
                                             ----------- -------------
 Total stockholders' equity                   1,737,544      1,771,793
                                             ----------- -------------
 Total liabilities and stockholders' equity  $4,396,345     $4,084,947
                                             =========== =============
                  LEAP WIRELESS INTERNATIONAL, INC.
              CONSOLIDATED STATEMENTS OF OPERATIONS (1)
           (Unaudited; In Thousands, Except Per Share Data)

                        Three Months Ended       Nine Months Ended
                           September 30,           September 30,
                      ------------------------------------------------
                        2007        2006        2007         2006
                      ------------------------------------------------
                                    (As                      (As
                                 Restated)(3)             Restated)(3)

Revenues:
Service revenues      $ 354,495    $ 240,554 $ 1,023,439    $ 685,799
Equipment revenues       55,161       52,712     177,556      166,776
                      ------------------------------------------------
 Total revenues         409,656      293,266   1,200,995      852,575
                      ------------------------------------------------
Operating expenses:
Cost of service
 (exclusive of items
 shown separately
 below)                (100,907)     (71,575)   (281,906)    (189,040)
Cost of equipment       (97,218)     (83,457)   (310,701)    (220,830)
Selling and marketing   (54,265)     (42,948)   (150,045)    (107,992)
General and
 administrative         (68,686)     (49,116)   (200,327)    (144,782)
Depreciation and
 amortization           (77,781)     (56,409)   (218,996)    (163,782)
Impairment of assets     (1,368)      (4,701)     (1,368)      (7,912)
                      ------------------------------------------------
 Total operating
  expenses             (400,225)    (308,206) (1,163,343)    (834,338)
Gain (loss) on sale
 or disposal of
 assets                     (38)      21,990         902       21,990
                      ------------------------------------------------
Operating income          9,393        7,050      38,554       40,227
Minority interests in
 consolidated
 subsidiaries               182          418       2,434          209
Equity in net loss of
 investee                  (807)          --        (807)          --
Interest income          10,148        5,491      22,567       15,218
Interest expense        (33,336)     (15,753)    (86,922)     (31,607)
Other income
 (expense), net          (4,207)         272      (4,844)      (5,111)
                      ------------------------------------------------
 Income (loss) before
  income taxes and
  cumulative effect
  of change in
  accounting
  principle             (18,627)      (2,522)    (29,018)      18,936
Income tax benefit
 (expense)              (24,662)       1,721     (28,857)       1,721
                      ------------------------------------------------
 Income (loss) before
  cumulative effect
  of change in
  accounting
  principle             (43,289)        (801)    (57,875)      20,657
Cumulative effect of
 change in accounting
 principle                   --           --          --          623
                      ------------------------------------------------
 Net income (loss)    $ (43,289)   $    (801)$   (57,875)   $  21,280
                      ================================================
Basic earnings (loss)
 per share:
 Income (loss) before
  cumulative effect
  of change in
  accounting
  principle           $   (0.64)   $   (0.01)$     (0.86)   $    0.34
 Cumulative effect of
  change in
  accounting
  principle                  --           --          --         0.01
                      ------------------------------------------------
Basic earnings (loss)
 per share            $   (0.64)   $   (0.01)$     (0.86)   $    0.35
                      ================================================
Diluted earnings
 (loss) per share:
 Income (loss) before
  cumulative effect
  of change in
  accounting
  principle           $   (0.64)   $   (0.01)$     (0.86)   $    0.33
 Cumulative effect of
  change in
  accounting
  principle                  --           --          --         0.01
                      ------------------------------------------------
Diluted earnings
 (loss) per share     $   (0.64)   $   (0.01)$     (0.86)   $    0.34
                      ================================================
Shares used in per
 share calculations:
Basic                    67,194       60,295      67,064       60,286
                      ================================================
Diluted                  67,194       60,295      67,064       61,866
                      ================================================
                  LEAP WIRELESS INTERNATIONAL, INC.
         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (1)
                      (Unaudited; In thousands)

                                                 Nine Months Ended
                                                    September 30,
                                              ------------------------
                                                2007         2006
                                              ---------- -------------
                                                             (As
                                                          Restated)(3)

Operating activities:
 Net cash provided by operating activities    $ 195,841     $ 221,697
                                              ---------- -------------
Investing activities:
Purchases of property and equipment            (345,195)     (348,911)
Change in prepayments for purchases of
 property and equipment                          12,010         2,770
Purchases of and deposits for wireless
 licenses and spectrum clearing costs            (4,418)     (307,128)
Proceeds from sale of wireless licenses and
 operating assets                                 9,500        27,968
Purchases of investments                       (518,916)     (120,398)
Sales and maturities of investments             287,066       165,982
Purchase of minority interest                    (4,706)           --
Purchase of membership units                    (17,921)           --
Changes in restricted cash, cash equivalents
 and short-term investments, net                    317        (3,443)
                                              ---------- -------------
 Net cash used in investing activities         (582,263)     (583,160)
                                              ---------- -------------
Financing activities:
Proceeds from long-term debt                    370,480       900,000
Repayment of long-term debt                      (6,750)     (596,694)
Payment of debt issuance costs                   (5,257)       (8,058)
Payment of fees related to forward equity sale       --        (1,066)
Minority interest contributions                   4,014         5,767
Proceeds from issuance of common stock, net       7,847           725
                                              ---------- -------------
 Net cash provided by financing activities      370,334       300,674
                                              ---------- -------------
Net decrease in cash and cash equivalents       (16,088)      (60,789)
Cash and cash equivalents at beginning of
 period                                         372,812       293,073
                                              ---------- -------------
Cash and cash equivalents at end of period    $ 356,724     $ 232,284
                                              ========== =============
Explanatory Notes to Financial Statements

(1)    The condensed consolidated financial statements and the
        schedules of reported 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 and Denali and their wholly owned
        subsidiaries. The Company consolidates its interests in LCW
        Wireless and Denali in accordance with Financial Accounting
        Standards Board ("FASB") Interpretation No. ("FIN") 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 September
        30, 2007 and 2006 (unaudited; in thousands, except
        percentages):
                         Three Months Ended September 30,
             ---------------------------------------------------------
                        % of                % of
                         2007                2006      Change from
                       Service             Service      Prior Year
                                                    ------------------
               2007    Revenues    2006    Revenues  Dollars  Percent
             --------- -------- ---------- -------- --------- --------
                                   (As
                                 Restated)
                                   (3)
Revenues:
Service
 revenues    $354,495           $  240,554          $113,941    47.4%
Equipment
 revenues      55,161               52,712             2,449     4.6%
             ---------          ----------          --------- --------
 Total
  revenues    409,656              293,266           116,390    39.7%
             ---------          ----------          --------- --------
Operating
 expenses:
Cost of
 service      100,907   28.5%       71,575  29.8%     29,332    41.0%
Cost of
 equipment     97,218   27.4%       83,457  34.7%     13,761    16.5%
Selling and
 marketing     54,265   15.3%       42,948  17.9%     11,317    26.4%
General and
 administra-
tive           68,686   19.4%       49,116  20.4%     19,570    39.8%
Depreciation
 and
 amortization  77,781   21.9%       56,409  23.4%     21,372    37.9%
Impairment of
 assets         1,368    0.4%        4,701   2.0%     (3,333)  (70.9)%
             --------- -------- ---------- -------- --------- --------
 Total
  operating
  expenses    400,225  112.9%      308,206 128.1%     92,019    29.9%
 Gain (loss)
  on sale of
  wireless
  licenses
  and
  disposal of
  operating
  assets          (38)   0.0%       21,990   9.1%    (22,028) (100.2)%
             --------- -------- ---------- -------- --------- --------
Operating
 income      $  9,393    2.6%   $    7,050   2.9%   $  2,343    33.2%
             ========= ======== ========== ======== ========= ========
(3)    The Company has announced it is restating its historical
        consolidated financial statements as of and for the years
        ended December 31, 2006 and 2005 (including interim periods
        therein), for the period from August 1, 2004 to December 31,
        2004 and for the period from January 1, 2004 to July 31, 2004.
        In addition, the Company has announced it is restating its
        condensed consolidated financial statements as of and for the
        quarterly periods ended June 30, 2007 and March 31, 2007. The
        determination to restate these consolidated financial
        statements and quarterly condensed consolidated financial
        statements was made by the Company's Audit Committee upon
        management's recommendation following the identification of
        errors related to the Company's accounting for revenues and
        operating expenses. The general nature and scope of the
        related errors and adjustments will be summarized in the
        Company's condensed financial statements included in its
        Quarterly Report on Form 10-Q for the quarter ended September
        30, 2007.

       The following tables present the adjustments due to the
        restatements of the Company's previously issued consolidated
        financial statements and quarterly condensed consolidated
        financial statements as of the year ended December 31, 2006
        and for the three and nine months ended September 30, 2006
        (unaudited; in thousands, except share and per share data).
                                             December 31, 2006
                                     ---------------------------------
                                                (Unaudited)

                                     Previously                As
                                      Reported  Adjustments  Restated
                                     ---------- ----------- ----------
Assets
Cash and cash equivalents            $  374,939   $ (2,127) $  372,812
Short-term investments                   66,400         --      66,400
Restricted cash, cash equivalents and
 short-term investments                  13,581         --      13,581
Inventories                              90,185         --      90,185
Other current assets                     53,527       (546)     52,981
                                     ---------- ----------- ----------
Total current assets                    598,632     (2,673)    595,959
Property and equipment, net           1,077,755        766   1,078,521
Wireless licenses                     1,563,958         --   1,563,958
Assets held for sale                      8,070         --       8,070
Goodwill                                431,896     (6,114)    425,782
Other intangible assets, net             79,828         --      79,828
Deposits for wireless licenses          274,084         --     274,084
Other assets                             58,745         --      58,745
                                     ---------- ----------- ----------
Total assets                         $4,092,968   $ (8,021) $4,084,947
                                     ========== =========== ==========
Liabilities and Stockholders' Equity
Accounts payable and accrued
 liabilities                         $  316,494   $    599  $  317,093
Current maturities of long-term debt      9,000         --       9,000
Other current liabilities                74,637     10,038      84,675
                                     ---------- ----------- ----------
Total current liabilities               400,131     10,637     410,768
Long-term debt                        1,676,500         --   1,676,500
Deferred tax liabilities                149,728     (1,393)    148,335
Other long-term liabilities              47,608         --      47,608
                                     ---------- ----------- ----------
Total liabilities                     2,273,967      9,244   2,283,211
                                     ---------- ----------- ----------
Minority interests                       30,000        (57)     29,943
                                     ---------- ----------- ----------
Stockholders' equity:
Preferred stock                              --         --          --
Common stock                                  7         --           7
Additional paid-in capital            1,769,772         --   1,769,772
Retained earnings                        17,436    (17,208)        228
Accumulated other comprehensive
 income                                   1,786         --       1,786
                                     ---------- ----------- ----------
Total stockholders' equity            1,789,001    (17,208)  1,771,793
                                     ---------- ----------- ----------
Total liabilities and stockholders'
 equity                              $4,092,968   $ (8,021) $4,084,947
                                     ========== ----------- ==========
                         Three Months Ended September 30, 2006
                  ----------------------------------------------------
                                      (Unaudited)

                               Revenue       Other
                   Previously   Timing      Revenue   Reclassification
                    Reported  Adjustments Adjustments   Adjustments
                   ---------- ----------- ----------- ----------------
Revenues:
Service revenues   $ 249,081     $(6,952)    $(2,788)        $  1,213
Equipment revenues    38,532        (129)        (--)          14,309
                   ---------- ----------- ----------- ----------------
Total revenues       287,613      (7,081)     (2,788)          15,522
                   ---------- ----------- ----------- ----------------
Operating expenses:
Cost of service
 (exclusive of
 items shown
 separately below)   (70,722)         --          --             (776)
Cost of equipment    (68,711)         --          --          (14,746)
Selling and
 marketing           (42,948)         --          --               --
General and
 administrative      (49,110)         --         (--)              --
                                          -----------
Depreciation and
 amortization        (56,409)         --          --               --
Impairment of
 assets               (4,701)         --          --               --
                   ---------- ----------- ----------- ----------------
Total operating
 expenses           (292,601)         --         (--)         (15,522)
Gain on sale or
 disposal of assets   21,990          --          --               --
                   ---------- ----------- ----------- ----------------
Operating income      17,002      (7,081)     (2,788)              --
Minority interests
 in consolidated
 subsidiaries           (138)         --          --               --
Interest income        5,491          --          --               --
Interest expense     (15,753)         --          --               --
Other income, net        272          --          --               --
                   ---------- ----------- ----------- ----------------
Income (loss)
 before income
 taxes                 6,874      (7,081)     (2,788)              --
Income tax benefit     3,105          --          --               --
                   ---------- ----------- ----------- ----------------
Net income (loss)  $   9,979     $(7,081)    $(2,788)        $     --
                   ========== =========== =========== ================
Basic and diluted
 earnings (loss)
 per share:
Basic earnings
 (loss) per share  $    0.17     $ (0.12)    $ (0.05)        $     --
                   ========== =========== =========== ================
Diluted earnings
 (loss) per share  $    0.16     $ (0.12)    $ (0.04)        $     --
                   ========== =========== =========== ================
Shares used in per
 share
 calculations:
Basic                 60,295          --          --               --
                   ========== =========== =========== ================
Diluted               62,290         (--)     (1,995)              --
                   ========== =========== =========== ================


                                      Other     Income Tax      As
                                    Adjustments Adjustments  Restated
                                   ------------ ----------- ----------
Revenues:
Service revenues                        $   --     $    --  $ 240,554
Equipment revenues                          --          --     52,712
                                   ------------ ----------- ----------
Total revenues                              --          --    293,266
                                   ------------ ----------- ----------
Operating expenses:
Cost of service (exclusive of
 items shown separately below)             (77)         --    (71,575)
Cost of equipment                           --          --    (83,457)
Selling and marketing                       --          --   ( 42,948)
General and administrative                  (6)         --    (49,116)
Depreciation and amortization               --          --    (56,409)
Impairment of assets                        --          --     (4,701)
                                   ------------ ----------- ----------
Total operating expenses                   (83)         --   (308,206)
Gain on sale or disposal of assets          --          --     21,990
                                   ------------ ----------- ----------
Operating income                           (83)         --      7,050
Minority interests in consolidated
 subsidiaries                              556          --        418
Interest income                             --          --      5,491
Interest expense                            --          --    (15,753)
Other income, net                           --          --        272
                                   ------------ ----------- ----------
Income (loss) before income taxes          473          --     (2,522)
Income tax benefit                          --      (1,384)     1,721
                                   ------------ ----------- ----------
Net income (loss)                       $  473     $(1,384) $    (801)
                                   ============ =========== ==========
Basic and diluted earnings (loss)
 per share:
Basic earnings (loss) per share         $ 0.01     $ (0.02) $   (0.01)
                                   ============ =========== ==========
Diluted earnings (loss) per share       $ 0.01     $ (0.02) $   (0.01)
                                   ============ =========== ==========
Shares used in per share
 calculations:
Basic                                       --          --     60,295
                                   ============ =========== ==========
Diluted                                     --          --     60,295
                                   ============ =========== ==========
                         Nine Months Ended September 30, 2006
                 -----------------------------------------------------
                                      (Unaudited)

                              Revenue       Other
                  Previously   Timing      Revenue   Reclassification
                   Reported  Adjustments Adjustments   Adjustments
                  ---------- ----------- ----------- ----------------
Revenues:
Service revenues  $ 695,707    $(11,002)    $(2,457)        $  3,551
Equipment
 revenues           126,448           8          --           40,320
                  ---------- ----------- ----------- ----------------
Total revenues      822,155     (10,994)     (2,457)          43,871
                  ---------- ----------- ----------- ----------------
Operating
 expenses:
Cost of service
 (exclusive of
 items shown
 separately
 below)            (186,181)         --          --           (2,719)
Cost of equipment  (179,678)         --          --          (41,152)
Selling and
 marketing         (107,992)         --          --               --
General and
 administrative    (145,268)         --         (--)              --
Depreciation and
 amortization      (163,782)         --          --               --
Impairment of
 assets              (7,912)         --          --               --
                  ---------- ----------- ----------- ----------------
Total operating
 expenses          (790,813)         --         (--)         (43,871)
Gain on sale or
 disposal of
 assets              21,990          --          --               --
                  ---------- ----------- ----------- ----------------
Operating income     53,332     (10,994)     (2,457)              --
Minority
 interests in
 consolidated
 subsidiaries          (347)         --          --               --
Interest income      15,218          --          --               --
Interest expense    (31,607)         --          --               --
Other expense,
 net                 (5,111)         --          --               --
                  ---------- ----------- ----------- ----------------
Income before
 income taxes and
 cumulative
 effect of change
 in accounting
 principle           31,485     (10,994)     (2,457)              --
Income tax
 benefit              3,105          --          --               --
                  ---------- ----------- ----------- ----------------
Income before
 cumulative
 effect of change
 in accounting
 principle           34,590     (10,994)     (2,457)              --
Cumulative effect
 of change in
 accounting
 principle              623          --          --               --
                  ---------- ----------- ----------- ----------------
Net income        $  35,213    $(10,994)    $(2,457)        $     --
                  ========== =========== =========== ================
Basic earnings
 per share:
Income before
 cumulative
 effect of change
 in accounting
 principle        $    0.57    $  (0.18)    $ (0.04)        $     --
Cumulative effect
 of change in
 accounting
 principle             0.01          --          --               --
                  ---------- ----------- ----------- ----------------
Basic earnings
 per share        $    0.58    $  (0.18)    $ (0.04)        $     --
                  ========== =========== =========== ================
Diluted earnings
 per share:
Income before
 cumulative
 effect of change
 in accounting
 principle        $    0.56    $  (0.18)    $ (0.04)        $     --
Cumulative effect
 of change in
 accounting
 principle             0.01          --          --               --
                  ---------- ----------- ----------- ----------------
Diluted earnings
 per share        $    0.57    $  (0.18)    $ (0.04)        $     --
                  ========== =========== =========== ================
Shares used in
 per share
 calculations:
Basic                60,286          --          --               --
                  ========== =========== =========== ================
Diluted              61,866          --          --               --
                  ========== =========== =========== ================


                                      Other     Income Tax      As
                                    Adjustments Adjustments  Restated
                                   ------------ ----------- ----------
Revenues:
Service revenues                         $  --     $    --  $ 685,799
Equipment revenues                          --          --    166,776
                                   ------------ ----------- ----------
Total revenues                              --          --    852,575
                                   ------------ ----------- ----------
Operating expenses:                                     --
Cost of service (exclusive of
 items shown separately below)            (140)         --   (189,040)
Cost of equipment                           --          --   (220,830)
Selling and marketing                       --          --   (107,992)
General and administrative                 486          --   (144,782)
Depreciation and amortization               --          --   (163,782)
Impairment of assets                        --          --     (7,912)
                                   ------------ ----------- ----------
Total operating expenses                   346          --   (834,338)
Gain on sale or disposal of assets          --          --     21,990
                                   ------------ ----------- ----------
Operating income                           346          --     40,227
Minority interests in consolidated
 subsidiaries                              556          --        209
Interest income                             --          --     15,218
Interest expense                            --          --    (31,607)
Other expense, net                          --          --     (5,111)
                                   ------------ ----------- ----------
Income before income taxes and
 cumulative effect of change in
 accounting principle                      902          --     18,936
Income tax benefit                          --      (1,384)     1,721
                                   ------------ ----------- ----------
Income before cumulative effect of
 change in accounting principle            902      (1,384)    20,657
Cumulative effect of change in
 accounting principle                       --          --        623
                                   ------------ ----------- ----------
Net income                               $ 902     $(1,384) $  21,280
                                   ============ =========== ==========
Basic earnings per share:
Income before cumulative effect of
 change in accounting principle          $0.01     $ (0.02) $    0.34
Cumulative effect of change in
 accounting principle                       --          --       0.01
                                   ------------ ----------- ----------
Basic earnings per share                 $0.01     $ (0.02) $    0.35
                                   ============ =========== ==========
Diluted earnings per share:
Income before cumulative effect of
 change in accounting principle          $0.01     $ (0.02) $    0.33
Cumulative effect of change in
 accounting principle                       --          --       0.01
                                   ------------ ----------- ----------
Diluted earnings per share               $0.01     $ (0.02) $    0.34
                                   ============ =========== ==========
Shares used in per share
 calculations:
Basic                                       --          --     60,286
                                   ============ =========== ==========
Diluted                                     --          --     61,866
                                   ============ =========== ==========
(4) Total share-based compensation expense related to all of the
     Company's share-based awards for the three and nine months ended
     September 30, 2007 and 2006 was comprised as follows (unaudited
     in thousands, except per share data):

                             Three Months Ended    Nine Months Ended
                               September 30,         September 30,
                            -------------------- ---------------------
                             2007      2006       2007       2006
                            ------ ------------- ------- -------------
                                       (As                   (As
                                    Restated)(3)          Restated)(3)
Cost of service             $  535     $     311 $ 1,679     $     830
Selling and marketing
 expenses                      843           637   2,403         1,437
General and administrative
 expenses                    5,696         4,115  17,630        11,976
                            ------ ------------- ------- -------------
 Share-based compensation
  expense                    7,074         5,063  21,712        14,243
                            ====== ============= ======= =============
Share-based compensation
 expense per share:
 Basic                      $ 0.11     $    0.08 $  0.32     $    0.24
                            ====== ============= ======= =============
 Diluted                    $ 0.11     $    0.08 $  0.32     $    0.23
                            ====== ============= ======= =============

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.

(5)   Churn, which measures customer turnover, is calculated as the
       net number of customers who 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 that 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.

(6)   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. 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.

(7)   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     Nine Months Ended
                            September 30,          September 30,
                        ----------------------------------------------
                          2007       2006        2007        2006
                        ----------------------------------------------
                                     (As                     (As
                                  Restated(3))            Restated(3))
Selling and marketing
 expense                $ 54,265     $ 42,948 $  150,045    $ 107,992
Less share-based
 compensation expense
 included in selling
 and marketing expense      (843)        (637)    (2,403)      (1,437)
Plus cost of equipment    97,218       83,457    310,701      220,830
Less equipment revenue   (55,161)     (52,712)  (177,556)    (166,776)
Less net loss on
 equipment transactions
 unrelated to initial
 customer acquisition     (5,715)      (1,804)   (13,187)      (4,214)
                        ----------------------------------------------
  Total costs used in
   the calculation of
   CPGA                 $ 89,764     $ 71,252 $  267,600    $ 156,395
Gross customer
 additions               450,954      405,178  1,478,443      936,581
                        ----------------------------------------------
CPGA                    $    199     $    176 $      181    $     167
                        ==============================================
(8)    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 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 (in thousands, except
 weighted-average number of customers and CCU):

                      Three Months Ended         Nine Months Ended
                         September 30,             September 30,
                   ------------------------- -------------------------
                      2007         2006         2007         2006
                   ----------- ------------- ----------- -------------
                                   (As                       (As
                                Restated(3))              Restated(3))
Cost of service    $  100,907    $   71,575  $  281,906    $  189,040
 Plus general and
  administrative
  expense              68,686        49,116     200,327       144,782
 Less share-based
  compensation
  expense included
  in cost of
  service and
  general and
  administrative
  expense              (6,231)       (4,426)    (19,309)      (12,806)
 Plus net loss on
  equipment
  transactions
  unrelated to
  initial customer
  acquisition           5,715         1,804      13,187         4,214
                   ----------- ------------- ----------- -------------
    Total costs
     used in the
     calculation
     of CCU        $  169,077    $  118,069  $  476,111    $  325,230
Weighted-average
 number of
 customers          2,654,555     1,870,204   2,554,872     1,792,928
                   ----------- ------------- ----------- -------------
CCU                $    21.23    $    21.04  $    20.79    $    20.16
                   =========== ============= =========== =============
(9) Adjusted OIBDA is a non-GAAP financial measure defined as
     operating income less depreciation and amortization, adjusted to
     exclude the effects of: gain/loss on sale/disposal of wireless
     licenses and operating assets; impairment of indefinite-lived
     intangible assets; impairment of long-lived assets and related
     charges; and share-based compensation expense.

    In a capital-intensive industry such as wireless
     telecommunications, management believes that Adjusted OIBDA, as
     well as the associated percentage margin calculation, is a
     meaningful measure of the Company's operating performance. We use
     Adjusted OIBDA as a supplemental performance measure because
     management believes it facilitates 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 facilitates internal
     comparisons of our historical operating performance, management
     also uses this metric for business planning purposes and to
     measure our performance relative to that of our competitors. In
     addition, we believe that 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 has limitations as an analytical tool, and should not be considered in isolation or as a substitute for analysis of our results as reported under GAAP. Some of these limitations include:

    --  it does not reflect capital expenditures;

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

    --  it does not reflect costs associated with share-based awards
        exchanged for employee services;

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

    --  it does not reflect expenses incurred for the payment of
        income taxes and other taxes; and

    --  other companies, including companies in our industry, may
        calculate this measure differently than we do, limiting its
        usefulness as a comparative measure.

Management understands these limitations and considers Adjusted OIBDA as a financial performance measure that supplements but does not replace the information provided to management by our GAAP results.

The following table reconciles Adjusted OIBDA to operating income,
 which we consider to be the most directly comparable GAAP financial
 measure to Adjusted OIBDA (unaudited, in thousands):

                          Three Months Ended      Nine Months Ended
                             September 30,          September 30,
                         --------------------- -----------------------
                          2007       2006        2007        2006
                         ------- ------------- --------- -------------
                                     (As                     (As
                                  Restated(3))            Restated(3))
Consolidated operating
 income (loss)           $ 9,393     $  7,050  $ 38,554      $ 40,227
 Plus depreciation and
  amortization            77,781       56,409   218,996       163,782
                         ------- ------------- --------- -------------
OIBDA                    $87,174     $ 63,459  $257,550      $204,009
                         ======= ============= ========= =============
 Less (gains) loss on
  sale of wireless
  licenses                    38      (21,990)     (902)      (21,990)
 Plus impairment of
  indefinite-lived
  intangible assets        1,368        4,701     1,368         7,912
 Plus share-based
  compensation expense     7,074        5,063    21,712        14,243
                         ------- ------------- --------- -------------
Adjusted OIBDA           $95,654     $ 51,233  $279,728      $204,174
                         ======= ============= ========= =============

CONTACT: Leap
Greg Lund, Media Relations
858-882-9105
glund@leapwireless.com
or
Jim Seines, Investor Relations
858-882-6084
jseines@leapwireless.com

SOURCE: Leap Wireless International, Inc.