Full Description

Leap Wireless International, Inc. (Leap) is a wireless communications carrier that offers digital wireless service in the United States under the Cricket brand. Cricket service is offered by Cricket, a wholly owned subsidiary of Leap, and is also offered in Oregon by LCW Wireless Operations, LLC (LCW Operations), and in the upper Midwest by Denali Spectrum Operations, LLC (Denali Operations). Cricket owns an indirect 73.3% non-controlling interest in LCW Operations through a 73.3% non-controlling interest in LCW Wireless, LLC (LCW Wireless), and owns an indirect 82.5% non-controlling interest in Denali Operations through an 82.5% non-controlling interest in Denali Spectrum, LLC (Denali). At December 31, 2008, Cricket service was offered in 30 states and had approximately 3.8 million customers. In April 2008, the Company completed the purchase of Hargray Communications Group’s wireless subsidiary, Hargray Wireless, LLC (Hargray Wireless).

As of December 31, 2008, Leap, LCW Wireless License, LLC ( LCW License), a wholly owned subsidiary of LCW Operations, and Denali Spectrum License Sub, LLC (Denali License Sub), an indirect wholly owned subsidiary of Denali owned wireless licenses covering an aggregate of approximately 186.7 million population and potential customers (POPs). The combined network footprint in its operating markets covered approximately 67.2 million POPs as of December 31, 2008, which includes incremental POPs attributed to ongoing footprint expansion in existing markets. During the year ended December 31, 2008, the Company and Denali Operations launched new markets in Oklahoma City, southern Texas, Las Vegas, St. Louis and the greater Milwaukee area covering approximately 11 million additional POPs.

Cricket Wireless Service Plans

The Company's service plans are designed to attract customers by offering wireless voice and date services that offer service on a flat-rate, unlimited-usage basis, without requiring fixed-term contracts, early termination fees or credit checks. Its service plans allow customers to place unlimited calls within Cricket service areas and receive unlimited calls from anywhere in the world. The Company’s new premium plans offer unlimited local and United States long distance service from any Cricket service area and unlimited use of multiple calling features and messaging services, bundled with specified roaming minutes in the continental United States, extended Cricket service coverage areas, unlimited mobile Web access and directory assistance.

The Company offers basic service plans that allow customers to make unlimited calls within their Cricket service area and receive unlimited calls from any area, combined with unlimited messaging and unlimited United States long distance service options. It also offers weekly rate plan, Cricket By Week, and a flexible payment option, BridgePay, which gives its customers flexibility in the use and payment of wireless service.

Cricket Wireless Plan Upgrades

Services that customers can add to their Cricket Wireless service plans include packages of international calling minutes to Canada and/or Mexico; roaming service packages, which allow customers to use their Cricket phones outside of their Cricket service areas on a prepaid basis, and Cricket Flex Bucket service. Cricket Flex Bucket service allows customers to pre-purchase services (including additional directory assistance calls, roaming services, domestic and international long distance, ring tones, premium short message service (SMS) and text messaging to wireless users) and applications (including customized ring tones, wallpapers, photos, greeting cards, games and news and entertainment message deliveries) on a prepaid basis.

Handsets

Leap's handsets include models that provide mobile Web browsers, picture-enabled caller identification (ID), color screens, high-resolution cameras with digital zoom and flash, integrated frequency modulation (FM) radio and moving picture experts group layer-3 audio (MP3) stereo, universal serial bus (USB), infrared and bluetooth connectivity, over 20 megabyte of on-board memory, and other features to facilitate digital data transmission. The handsets offered by the Company use CDMA2000 1xRTT (CDMA 1xRTT technology). During 2008, Leap introduced AWS-compatible handsets and also introduced the Cricket EZ.

Cricket Broadband Service

In September 2007, the Company introduced Cricket Broadband, its unlimited mobile broadband service offering, into select markets. Like its Cricket unlimited service plans, this mobile broadband service allows customers to access the Internet through their computers for one low, flat rate with no long-term commitments or credit checks. As of December 31, 2008, the Company’s Cricket Broadband service was available to approximately 67.2 million covered POPs.

Cricket PAYGo Service

In October 2008, Leap began an introductory launch of Cricket PAYGo, its unlimited prepaid wireless service, in select markets. Cricket PAYGo is a daily pay-as-you-go service designed for customers who prefer the flexibility and control offered by traditional pre-paid services. The Company initially introduced Cricket PAYGo in three Cricket markets and approximately 1,600 locations, including 600 locations of a national retailer across the nation.

The Company competes with AT&T, Sprint Nextel, T-Mobile and Verizon Wireless.