SAN DIEGO, Aug. 1, 2013 /PRNewswire/ -- Leap Wireless International, Inc. (NASDAQ: LEAP) today reported operational and financial results for the three and six months ended June 30, 2013. Total revenues for the second quarter of 2013 decreased 7 percent to $731.5 million and service revenues decreased 10 percent to $678.5 million. The Company reported $148.8 million of adjusted operating income before depreciation and amortization (OIBDA) for the second quarter of 2013, compared to $190.8 million for the prior year quarter. Second quarter 2013 operating loss was $7.6 million, compared to operating income of $31.6 million for the second quarter of 2012.

(Logo: http://photos.prnewswire.com/prnh/20101220/MM20546LOGO-a)

The Company reported approximately 240,000 core wireless gross customer additions for the second quarter of 2013 and approximately 255,000 core wireless net customer losses. Core wireless churn for the second quarter of 2013 was 3.6 percent. "Core wireless" refers to the Company's traditional, monthly voice service (Cricket Wireless) and excludes customers for Cricket Broadband and Cricket PAYGo(TM).

The Company reported a total of approximately 283,000 gross customer additions and a total of approximately 364,000 net customer losses for the second quarter of 2013. Total churn for the second quarter of 2013 was 4.3 percent.



    Financial Results and Operating Metrics (1)

    (Unaudited; in millions(2), except for customer data, operating metrics and per share amounts)


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

                                                                     2013                       2012    Change                              2013             2012   Change
                                                                     ----                       ----    ------                              ----             ----   ------

    Service revenues                                               $678.5                     $751.3        (9.7)%                       $1,363.1         $1,525.3        (10.6)%

    Total revenues                                                 $731.5                     $786.8        (7.0)%                       $1,521.4         $1,612.4         (5.6)%

    Operating income (loss)                                         $(7.6)                     $31.6         *                            $(36.9)           $15.8          *

    Adjusted OIBDA                                                 $148.8                     $190.8       (22.0)%                         $269.9           $321.3        (16.0)%

    Adjusted OIBDA as a percentage
     of service revenues                                     22%                    25%               -               20%                      21%     -

    Net loss                                                      $(156.4)                    $(46.0)        *                           $(266.0)         $(140.3)         89.6%

    Net loss attributable to common
     stockholders                                                 $(163.1)                    $(41.6)        *                            $(274.4)         $(140.0)         96.0%

    Diluted loss per share
     attributable to common
     stockholders                                                  $(2.09)                    $(0.54)        *                             $(3.50)          $(1.82)         92.3%

    Gross customer additions(3)                         283,066                    492,720                 (42.6)%              756,947            1,352,267                  (44.0)%

    Net customer losses                                (364,268)                  (289,270)                  25.9%             (457,305)           (31,210)                  *

    End of period customers                           4,839,478                  5,902,803                 (18.0)%            4,839,478            5,902,803                  (18.0)%

    Weighted-average customers                        5,031,930                  5,992,047                 (16.0)%            5,122,768            6,008,737                  (14.7)%

    Churn                                                   4.3%                   4.4%               -              4.0%                     3.8%     -

    End of period covered POPS                            ~96.2                  ~95.4                -            ~96.2                    ~95.4      -

    Average revenue per user (ARPU)                                $44.89                     $41.64          7.8%                         $44.30           $42.12           5.2%

    Cash cost per user (CCU)                                       $27.79                     $22.91         21.3%                         $27.06           $23.73          14.0%

    Cost per gross addition (CPGA)                                   $387                       $296         30.7%                           $343             $253          35.6%

    Free cash flow                                                 $(33.0)                   $(103.8)      (68.2)%                         $(33.8)         $(214.8)       (84.3)%

    Free cash flow (excluding early
     debt prepayment premium)                                        $9.6                    $(103.8)        *                               $8.8          $(214.8)         *

    Net cash provided by (used in)
     operating activities                                          $(10.5)                     $15.3         *                              $15.0            $50.6        (70.4)%

    Cash purchases of property and
     equipment                                                      $22.5                     $119.1       (81.1)%                          $48.9           $265.4        (81.6)%

    Unrestricted cash, cash
     equivalents and short-term
     investments                                                   $913.1                     $524.4         74.1%                         $913.1           $524.4          74.1%


    Core Wireless Metrics
    ---------------------

    Core wireless gross customer
     additions                                          239,514                    364,678                 (34.3)%              632,498            996,590                  (36.5)%

    Core wireless net customer
     additions (losses)                                (255,132)                  (142,779)                  78.7%             (263,634)           20,834                  *

    Core wireless end of period
     customers                                        4,381,735                  5,029,314                 (12.9)%            4,381,735            5,029,314                  (12.9)%

    Core wireless churn                                     3.6%                   3.3%               -              3.3%                     3.2%     -



    *       Percentage change not
            meaningful.


      (1)   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.


      (2)   Minor calculation
            differences may exist in
            percentage changes due to
            rounding.


      (3)   The Company recognizes a
            gross customer addition for
            each Cricket Wireless,
            Cricket Broadband and
            Cricket PAYGo line of
            service activated by a
            customer.

Discussion of Financial and Operational Results for the Quarter

Customer Activity


    --  End-of-period customers for the second quarter of 2013 were 4,839,478,
        an 18 percent decrease from end-of-period customers for the second
        quarter of 2012.
    --  The Company reported a net loss of 364,268 customers for the second
        quarter of 2013, compared to a net loss of 289,270 customers for the
        second quarter of 2012.
        --  Net customer losses reflected fewer gross additions due to
            intensified competition in our markets and increasing customer
            demand for 4G data services, combined with a 57 percent
            year-over-year increase in our out-the-door handset pricing and
            fewer reactivating customers.
    --  Total churn for the second quarter of 2013 was 4.3 percent, compared to
        4.4 percent for the second quarter of 2012, and reflected approximately
        400,000 fewer gross deactivations in the second quarter 2013 compared to
        the prior year period, partially offset by fewer reactivations.
        --  Core wireless churn for the second quarter of 2013 was 3.6 percent,
            compared to 3.3 percent for the comparable period of the prior year.
    --  72 percent of the Company's new handset sales in the second quarter of
        2013 were for smartphones and approximately 10 percent of the Company's
        voice customer base upgraded their handsets during the quarter.

Revenues and ARPU


    --  Total revenues for the second quarter of 2013 were $731.5 million, a 7
        percent decrease over the comparable period of the prior year, primarily
        due to a lower average number of customers, partially offset by higher
        average service revenue per customer (ARPU) and sales of higher-priced
        devices.
    --  Service revenues for the second quarter of 2013 were $678.5 million, a
        10 percent decrease over the comparable period of the prior year,
        primarily due to a lower average number of customers resulting from net
        customer losses, partially offset by higher ARPU.
    --  ARPU for the second quarter of 2013 was $44.89, an increase of $3.25
        over the comparable period of the prior year. The year-over-year
        increase in ARPU primarily reflected an improved mix of higher-value
        service plans and additional fees and a reduction in the number of
        customers for the Company's daily PAYGo product.

Adjusted OIBDA, Operating Expense & Financial Metrics


    --  Adjusted OIBDA for the second quarter of 2013 was $148.8 million, a
        decrease of 22 percent over the comparable period of the prior year. The
        year-over-year decrease was primarily driven by lower revenues due to
        lower average number of customers, partially offset by lower operating
        expenses, including lower device subsidy.
    --  Second quarter 2013 operating loss was $7.6 million, compared to an
        operating income of $31.6 million for the comparable period of the prior
        year. The year-over-year change was primarily driven by lower revenues
        due to the lower average number of customers.
    --  CCU for the second quarter of 2013 increased 21 percent over the prior
        year quarter to $27.79, reflecting the year-over-year reduction in the
        average number of customers, increased product costs and changes in the
        Company's dealer compensation structure to focus on customer retention.
    --  CPGA for the second quarter of 2013 increased by 31 percent over the
        prior year quarter to $387, reflecting 43 percent fewer gross customer
        additions than in the second quarter of 2012.
    --  Net loss attributable to common stockholders for the second quarter of
        2013 was $163.1 million, or ($2.09) per diluted share, compared to a net
        loss attributable to common stockholders of $41.6 million, or ($0.54)
        per diluted share, for the second quarter of 2012. The year-over-year
        increase in net loss attributable to common stockholders was primarily
        driven by lower revenues due to the lower average number of customers,
        as well as a loss on early extinguishment of debt of $73 million related
        to the redemption of the Company's $1.1 billion in principal amount of
        senior secured notes and the purchase of $1.8 million of the Company's
        convertible senior notes in connection with the borrowing of $1,425
        million of term loans under the Company's Credit Agreement in April
        2013.

Capital Expenditures and Free Cash Flow


    --  Capital expenditures during the second quarter of 2013 were $22.5
        million, compared to $119.1 million for the prior year quarter.
    --  Free cash flow for the second quarter of 2013 was ($33.0) million,
        compared to ($103.8) million for the prior year quarter. Second quarter
        2013 free cash flow reflected approximately $43 million of premium
        payments made in April 2013 in connection with the Company's redemption
        of $1.1 billion in principal amount of senior secured notes. The
        improvement to free cash flow was primarily driven by lower capital
        expenditures, partially offset by a decrease in cash flow from
        operations resulting from a lower average number of customers.
    --  Net cash provided by (used in) operating activities for the second
        quarter 2013 was ($10.5) million, compared to $15.3 million for the
        prior year quarter, reflecting the effect of the premium payments on the
        senior secured notes in April 2013.
    --  Total capital expenditures for 2013 are expected to be between $150
        million and $200 million.

Other Significant Business Highlights


    --  Introduced the Kyocera Kona flip-phone catering to talk-and-text users
    --  Introduced Cricket's new Family Plan
    --  Appointed Julie Dexter Berg as the Company's Chief Marketing Officer
    --  Introduced the 4G Samsung Galaxy S4
    --  Launched the Company's "Half is More" marketing campaign

Merger Agreement with AT&T

On July 12, 2013, the Company entered into a merger agreement with AT&T, Inc. (AT&T) for AT&T to acquire the Company for $15 in cash per share, plus one non-transferable contingent value right per share, subject to customary closing conditions, including stockholder and regulatory approvals. For additional information regarding the transaction, please see the Company's filings with the Securities and Exchange Commission (the "SEC"), including its current report on Form 8-K dated July 12, 2013, as filed with the SEC on July 15, 2013.

Webcast Information
As previously announced, Leap management will host a live webcast at approximately 5:00 p.m. EDT / 2:00 p.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 1-800-926-9907 (domestic) or 1-212-271-4657 (international). No participant pass code number is required for this call.

More information about this event including a live webcast, the accompanying presentation slides and other supporting materials may be accessed by visiting http://earnings.leapwireless.com. These materials will be available for download at approximately 5:00 p.m. EDT/2:00 p.m. PDT.

A replay of the conference call will be available for a limited time via webcast, MP3 or telephone and may be accessed by visiting http://earnings.leapwireless.com or dialing 1-800-633-8284 (domestic) or 1-402-977-9140 (international) and entering reservation number 21667819.

About Leap
Leap provides innovative, high-value wireless services to a young and ethnically diverse customer base. With the value of unlimited wireless services as the foundation of its business, Leap pioneered its Cricket service. Cricket products and services are available nationwide through company-owned stores, dealers, national retailers and at MyCricket.com. 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 condensed consolidated balance sheets, condensed consolidated statements of comprehensive income or condensed 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, free cash flow, CPGA, ARPU 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 about planned product and service plan developments, expected customer activity, future capital expenditures and LTE deployment and expected financial and operational performance, 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;
    --  our ability to successfully implement product and service plan offerings
        and execute effectively on our strategic activities;
    --  our ability to compete effectively against wireless carriers with
        nationwide networks and significantly greater deployment of 4G Long Term
        Evolution, or LTE, network technology, and the impact of competitors'
        initiatives (including new service plans and pricing) and our ability to
        anticipate and respond to such initiatives;
    --  our ability to offer customers cost-effective 4G LTE services and to
        meet increasing customer demand for high-quality, high-speed data
        services;
    --  uncertainties with respect to the proposed merger with AT&T, including
        the possibility that the proposed merger may not close or may be
        delayed, including due to the failure to timely receive required
        regulatory and stockholder approvals or satisfy other closing
        conditions;
    --  the effect of the announcement of the proposed merger with AT&T on our
        customers, employees, suppliers, vendors, distributors, dealers,
        retailers, content and application providers, operating results and
        business generally;
    --  the diversion of management's time and attention while the proposed
        merger transaction is pending;
    --  the amount of the costs, fees, expenses and charges related to the
        merger;
    --  our ability to operate our business in light of the proposed merger with
        AT&T and the covenants contained in the Agreement and Plan of Merger,
        dated as of July 12, 2013, between Leap, AT&T and the other parties
        thereto;
    --  changes in economic conditions, including interest rates, consumer
        credit conditions, consumer debt levels, consumer confidence,
        unemployment rates, energy and transportation costs and other
        macro-economic factors that could adversely affect demand for the
        services we provide;
    --  our ability to meet significant purchase commitments under agreements we
        have entered into;
    --  our ability to refinance our indebtedness under, and comply with the
        covenants in, any credit agreement, indenture or similar instrument
        governing our existing indebtedness or any future indebtedness;
    --  future customer usage of our wireless services, which could exceed our
        expectations, and our ability to manage or increase network capacity to
        meet increasing customer demand, in particular demand for data services;
    --  our ability to obtain and maintain 3G and 4G roaming and wholesale
        services from other carriers at cost-effective rates;
    --  our ability to acquire or obtain access to additional spectrum in the
        future at a reasonable cost or on a timely basis;
    --  our ability to cost-effectively procure handsets compatible with our
        network technology and frequency channels;
    --  failure of our network or information technology systems to perform
        according to expectations and risks associated with the ongoing
        operation and maintenance of those systems, including our customer
        billing system;
    --  our ability to attract, integrate, motivate and retain an experienced
        workforce, including members of senior management;
    --  our ability to maintain effective internal control over financial
        reporting; 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 March 31, 2013 filed with the
        SEC on May 2, 2013 and our Quarterly Report on Form 10-Q for the quarter
        ended June 30, 2013, which we expect to file shortly with the SEC.

All forward-looking statements included in this news release should be considered in the context of these risks. All forward-looking statements speak only as of August 1, 2013, and we undertake no obligation to 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, Cricket Wireless, Cricket Clicks, Muve Music, Muve First, Muve Headliner, MyPerks, Flex Bucket, Real Unlimited Unreal Savings and the Cricket "K" 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, Cricket PAYGo, Muve, Muve Money, Cricket Crosswave, Seek Music, Cricket MyPerks and Cricket Wireless Internet Service. All other trademarks are the property of their respective owners.


                        LEAP WIRELESS INTERNATIONAL, INC.

                    CONDENSED CONSOLIDATED BALANCE SHEETS (1)

                      (In thousands, except share amounts)


                                               June 30,               December 31,

                                                     2013                  2012
                                                     ----                  ----

    Assets                                    (Unaudited)

    Cash and cash
     equivalents                                             $605,039               $515,550

    Short-term
     investments                                  308,012                159,426

    Inventories                                   102,533                121,601

    Deferred charges                               49,331                60,963

    Other current assets                          167,442                139,242
                                                  -------                -------

    Total current assets                        1,232,357                996,782

    Property and
     equipment, net                             1,499,934                1,762,090

    Wireless licenses                           2,090,821                1,947,333

    Assets held for sale                            1,835                136,222

    Goodwill                                       31,886                31,886

    Intangible assets,
     net                                           18,581                24,663

    Other assets                                   87,999                68,284
                                                   ------                ------

    Total assets                                           $4,963,413             $4,967,260
                                                             ========             ==========

    Liabilities and
     Stockholders'
     Equity

    Accounts payable and
     accrued liabilities                                     $325,928               $396,110

    Current maturities
     of long-term debt                             18,250                 4,000

    Other current
     liabilities                                  211,604                216,880
                                                  -------                -------

    Total current
     liabilities                                  555,782                616,990

    Long-term debt, net                         3,619,964                3,298,463

    Deferred tax
     liabilities                                  407,794                385,111

    Other long-term
     liabilities                                  157,027                169,047
                                                  -------                -------

    Total liabilities                           4,740,567                4,469,611
                                                ---------                ---------

    Redeemable non-
     controlling
     interests                                     58,550                64,517
                                                   ------                ------

    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;
     79,180,726 and
     79,194,750 shares
     issued and
     outstanding at June
     30, 2013 and
     December 31, 2012,
     respectively                                       8                     8

    Additional paid-in
     capital                                    2,179,639                2,182,503

    Accumulated deficit                        (2,014,653)               (1,748,694)

    Accumulated other
     comprehensive loss                              (698)                (685)
                                                     ----                  ----

    Total stockholders'
     equity                                       164,296                433,132
                                                  -------                -------

    Total liabilities
     and stockholders'
     equity                                                $4,963,413             $4,967,260
                                                             ========             ==========


                                              LEAP WIRELESS INTERNATIONAL, INC.

                                CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (1)

                                     (Unaudited and in thousands, except per share data)


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

                                                                2013                  2012                2013               2012
                                                                ----                  ----                ----               ----


    Revenues:

    Service revenues                                                    $678,497             $751,285           $1,363,119         $1,525,283

    Equipment revenues                                        53,046                 35,487               158,282              87,108
                                                              ------                 ------               -------              ------

       Total revenues                                        731,543                 786,772               1,521,401              1,612,391
                                                             -------                 -------               ---------              ---------

    Operating expenses:

    Cost of service (exclusive of items
     shown separately below)                                 249,371                 256,555               500,229              517,866

    Cost of equipment                                        183,658                 171,673               442,626              419,520

    Selling and marketing                                     69,397                 77,247               148,235              172,801

    General and administrative                                83,402                 94,892               165,627              184,591

    Depreciation and amortization                            150,856                 154,483               303,429              301,026

    Impairments and other charges                              4,287                    -               5,022                 -
                                                               -----                  ---               -----               ---

       Total operating expenses                              740,971                 754,850               1,565,168              1,595,804

    Gain (loss) on sale, exchange or
     disposal of assets, net                                   1,870                 (333)               6,858              (801)
                                                               -----                  ----               -----               ----

       Operating income (loss)                                (7,558)                31,589               (36,909)              15,786

    Equity in net income (loss) of
     investees, net                                            1,696                  (59)                 538                134

    Interest income                                               58                    28                 105                 57

    Interest expense                                         (66,851)                (66,983)               (131,576)              (134,025)

    Loss on extinguishment of debt                           (72,988)                   -               (72,988)                 -
                                                             -------                  ---               -------               ---

       Loss before income taxes                            (145,643)                 (35,425)               (240,830)              (118,048)

    Income tax expense                                       (10,710)                (10,562)               (25,130)              (22,273)
                                                             -------                 -------               -------              -------

       Net loss                                            (156,353)                 (45,987)               (265,960)              (140,321)

    Accretion of redeemable non-
     controlling interests and
     distributions, net of tax                                (6,756)                4,397               (8,461)                292
                                                              ------                 -----               ------                ---

       Net loss attributable to common
        stockholders                                                   $(163,109)            $(41,590)           $(274,421)         $(140,029)
                                                                        ========              =======             ========           ========

    Loss per share attributable to common
     stockholders:

    Basic                                                                 $(2.09)              $(0.54)              $(3.50)            $(1.82)
                                                                          ======               ======               ======             ======

    Diluted                                                               $(2.09)              $(0.54)              $(3.50)            $(1.82)
                                                                          ======               ======               ======             ======

    Shares used in per share calculations:

    Basic                                                     77,915                 77,206               78,347              77,116
                                                              ======                 ======               ======              ======

    Diluted                                                   77,915                 77,206               78,347              77,116
                                                              ======                 ======               ======              ======

    Other comprehensive loss:

      Net loss                                                         $(156,353)            $(45,987)           $(265,960)         $(140,321)

      Net unrealized holding gains (losses)
       on investments and other                                  (10)                   10                (13)                 12
                                                                 ---                   ---                 ---                ---

    Comprehensive loss                                                 $(156,363)            $(45,977)           $(265,973)         $(140,309)
                                                                        ========              =======             ========           ========


                   LEAP WIRELESS INTERNATIONAL, INC.

          CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (1)

                     (Unaudited and in thousands)


                                            Six Months Ended
                                                June 30,
                                           -----------------

                                            2013               2012
                                            ----               ----


    Operating
     activities:

         Net cash provided
          by operating
          activities                                 $15,028            $50,619
                                                     -------            -------

    Investing
     activities:

    Purchases of
     property and
     equipment                           (48,861)             (265,412)

    Change in
     prepayments for
     purchases of
     property and
     equipment                            (4,986)             (1,940)

    Purchases of
     wireless licenses
     and spectrum
     clearing costs                       (2,337)             (2,712)

    Proceeds from
     sales of wireless
     licenses and
     operating assets,
     net                                   3,404              1,420

    Purchases of
     investments                        (334,935)             (173,141)

    Sales and
     maturities of
     investments                         186,103              440,734

    Change in
     restricted cash                        (891)             (1,501)
                                            ----              ------

    Net cash used in
     investing
     activities                         (202,503)             (2,552)
                                        --------              ------

    Financing
     activities:

    Proceeds from
     issuance of long-
     term debt                         1,414,313                 -

    Repayment of long-
     term debt                        (1,103,796)                -

    Payment of debt
     issuance costs                      (15,800)                -

    Proceeds from
     issuance of
     common stock                            620                483

    Payments made to
     joint venture
     partners                            (14,867)             (5,230)

    Other                                 (3,506)             (2,187)
                                          ------              ------

    Net cash provided
     by (used in)
     financing
     activities                          276,964              (6,934)
                                         -------              ------

    Net increase in
     cash and cash
     equivalents                          89,489              41,133

    Cash and cash
     equivalents at
     beginning of
     period                              515,550              345,243
                                         -------              -------

    Cash and cash
     equivalents at
     end of period                                  $605,039           $386,376
                                                    ========           ========


    Supplementary
     disclosure of
     cash flow
     information:

    Cash paid for
     interest                                      $(138,236)         $(126,747)

    Cash paid for
     income taxes                                    $(4,088)           $(3,943)

    Net wireless
     licenses received
     in exchange
     transaction                          (6,809)                -


    Explanatory Note to Financial
     Statements



      (1)   The condensed consolidated
            financial statements and
            the tables of results and
            operating and financial
            metrics included at the
            beginning of this release
            include the operating
            results and financial
            position of Leap and its
            wholly-owned subsidiaries
            and consolidated joint
            ventures. The Company
            consolidates STX Wireless,
            LLC in accordance with the
            authoritative guidance for
            consolidations based on the
            voting interest model. All
            intercompany accounts and
            transactions have been
            eliminated in the condensed
            consolidated financial
            statements.



            The following tables
            summarize operating data
            for the Company's
            consolidated operations for
            the three and six months
            ended June 30, 2013 and
            2012 (in thousands, except
            percentages):


                                                          Three Months Ended June 30,
                                                          ---------------------------

                                                                                                                                   Change from
                                                                                                                                        Prior Year
                                                                                                                                  ------------

                                 2013           % of 2013                       2012            % of 2012
                                                 Service                                         Service
                                                 Revenues                                        Revenues               Dollars                         Percent
                                 ----           ---------                      ----            ---------               -------                         -------

                          (Unaudited)                                  (Unaudited)

    Revenues:

    Service revenues                  $678,497                                $751,285                                 $(72,788)                      (9.7)%

    Equipment revenues         53,046                                          35,487                                            17,559                        49.5%
                               ------                                          ------

    Total revenues            731,543                                         786,772                                           (55,229)                      (7.0)%
                              -------                                         -------                                           -------                       -----

    Operating expenses:

    Cost of service           249,371                    36.8%                 256,555                     34.1%                   (7,184)                      (2.8)%

    Cost of equipment         183,658                    27.1%                 171,673                     22.9%                   11,985                         7.0%

    Selling and marketing      69,397                    10.2%                  77,247                     10.3%                   (7,850)                     (10.2)%

    General and
     administrative            83,402                    12.3%                  94,892                     12.6%                 (11,490)                      (12.1)%

    Depreciation and
     amortization             150,856                    22.2%                 154,483                     20.6%                   (3,627)                      (2.3)%

    Impairments and other
     charges                    4,287             0.6%                     -                     -  %            4,287                         *
                                -----             ---                    ---                   ---  ---          -----                        ---

    Total operating
     expenses                 740,971                   109.2%                 754,850                    100.5%                 (13,879)                       (1.8)%

    Gain (loss) on sale,
     exchange or disposal
     of assets, net             1,870             0.3%                 (333)                     -  %            2,203                         *
                                -----                                   ----                                                                  ---

    Operating income
     (loss)                            $(7,558)         (1.1)%                         $31,589              4.2%                            $(39,147)                   *
                                       =======          =====                          =======              ===                              =======                   ===



              *Percentage change not meaningful.


                                                                 Six Months Ended June 30,
                                                                 -------------------------

                                                                                                                                        Change from
                                                                                                                                              Prior Year
                                                                                                                                       ------------

                                 2013             % of 2013                       2012              % of 2012
                                                   Service                                           Service
                                                   Revenues                                          Revenues               Dollars                          Percent
                                 ----             ---------                      ----              ---------               -------                          -------

                          (Unaudited)                                    (Unaudited)

    Revenues:

    Service revenues                  $1,363,119                              $1,525,283                                   $(162,164)                      (10.6)%

    Equipment revenues        158,282                                            87,108                                               71,174                         81.7%
                              -------                                            ------

    Total revenues          1,521,401                                         1,612,391                                              (90,990)                       (5.6)%
                            ---------                                         ---------                                              -------                        -----

    Operating expenses:

    Cost of service           500,229                      36.7%                 517,866                       34.0%                  (17,637)                        (3.4)%

    Cost of equipment         442,626                      32.5%                 419,520                       27.5%                    23,106                          5.5%

    Selling and marketing     148,235                      10.9%                 172,801                       11.3%                  (24,566)                       (14.2)%

    General and
     administrative           165,627                      12.2%                 184,591                       12.1%                  (18,964)                       (10.3)%

    Depreciation and
     amortization             303,429                      22.3%                 301,026                       19.7%                     2,403                          0.8%

    Impairments and other
     charges                    5,022               0.4%                   -                         -  %            5,022                          *
                                -----               ---                  ---                       ---  ---          -----                         ---

    Total operating
     expenses               1,565,168                     114.8%               1,595,804                      104.6%                  (30,636)                        (1.9)%

    Gain (loss) on sale,
     exchange or disposal
     of assets, net             6,858                       0.5%                    (801)                     (0.1)%                     7,659                             *
                                -----                                              ----                                                                                 ---

    Operating income
     (loss)                             $(36,909)         (2.7)%                           $15,786              1.0%                             $(52,695)                    *
                                        ========          =====                            =======              ===                              ========                    ===



              *Percentage change not meaningful.


    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.


      (1)   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 the first
            bill they receive following initial
            activation 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. Customers of our
            Cricket Wireless and Cricket
            Broadband service are generally
            disconnected from service
            approximately 30 days after failing
            to pay a monthly bill, and pay-in-
            advance customers who ask to
            terminate their service are
            disconnected when their paid service
            period ends. Cricket PAYGo customers
            generally have 60 days from the date
            they activated their account, were
            charged a daily or monthly access fee
            for service or last "topped-up"
            their account (whichever is later) to
            do so again, or they will have their
            account suspended for a subsequent
            60-day period before being
            disconnected. 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.


      (2)   ARPU is service revenues, less pass-
            through regulatory fees and
            telecommunications taxes, 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, 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. Our
            customers are generally disconnected
            from service after a specified period
            following their failure to either pay
            a monthly bill or replenish, or "top-
            up," their account. Because our
            calculation of weighted-average
            number of customers includes
            customers who are not currently
            paying for service but who have not
            yet been disconnected from service
            because they have not paid their last
            bill or have not replenished their
            account, 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.


            The following table reconciles total
            service revenues used in the
            calculation of ARPU to service
            revenues, which we consider to be the
            most directly comparable GAAP
            financial measure to ARPU (unaudited;
            in thousands, except weighted-
            average number of customers and
            ARPU):


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

                                                                        2013             2012              2013             2012
                                                                        ----             ----              ----             ----

    Service revenues                                                          $678,497         $751,285          $1,363,119       $1,525,283

    Less pass-through regulatory fees and telecommunications taxes      (774)           (2,678)             (1,629)            (6,815)
                                                                        ----            ------             ------            ------

    Total service revenues used in the calculation of ARPU                    $677,723         $748,607          $1,361,490       $1,518,468

    Weighted-average number of customers                           5,031,930            5,992,047             5,122,768            6,008,737
                                                                   ---------             ---------             ---------            ---------

    ARPU                                                                        $44.89           $41.64              $44.30           $42.12
                                                                                ======           ======              ======           ======


      (3)   CPGA is selling and marketing
            costs (excluding applicable
            share-based compensation
            expense or benefit 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 and
            third-party commissions
            unrelated to 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 customer
            acquisition includes the
            revenues and costs associated
            with the sale of wireless
            devices to existing customers
            as well as costs associated
            with device replacements and
            repairs (other than warranty
            costs which are the
            responsibility of the device
            manufacturers). Third-party
            commissions unrelated to
            customer acquisition are
            commissions paid to third
            parties for certain activities
            related to the continuing
            service of customers. We deduct
            customers who do not pay the
            first bill they receive
            following initial activation
            from our gross customer
            additions in the month in which
            they are disconnected, which
            tends to increase CPGA because
            we incur the costs associated
            with a new 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):

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      (4)   CCU is cost of service and general and
            administrative costs (excluding
            applicable share-based compensation
            expense or benefit included in cost
            of service and general and
            administrative expense) plus net loss
            on equipment transactions and third-
            party commissions unrelated to
            customer acquisition (which includes
            the gain or loss on the sale of
            devices to existing customers, costs
            associated with device replacements
            and repairs (other than warranty
            costs which are the responsibility of
            the device manufacturers) and
            commissions paid to third parties for
            certain activities related to the
            continuing service of customers),
            less pass-through regulatory fees
            and telecommunications taxes, 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                  Six Months Ended
                                                                         Ended June 30,                     June 30,
                                                                        ---------------                 ----------------

                                                                        2013             2012              2013           2012
                                                                        ----             ----              ----           ----

    Cost of service                                                           $249,371         $256,555          $500,229       $517,866

    Plus general and administrative expense                           83,402            94,892             165,627          184,591

    Less share-based compensation expense included in cost of
     service and general and administrative expense                   (2,860)           (3,813)             (4,863)          (3,096)

    Plus net loss on equipment transactions and third-party
     commissions unrelated to customer acquisition                    90,385            66,932             172,457          163,029

    Less pass-through regulatory fees and telecommunications taxes      (774)           (2,678)             (1,629)          (6,815)
                                                                        ----            ------             ------          ------

    Total costs used in the calculation of CCU                                $419,524         $411,888          $831,821       $855,575

    Weighted-average number of customers                           5,031,930            5,992,047             5,122,768          6,008,737
                                                                   ---------             ---------              ---------           ---------

    CCU                                                                         $27.79           $22.91            $27.06         $23.73
                                                                                ======           ======            ======         ======


      (5)   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, exchange
            or disposal of
            assets, net;
            impairments and
            other charges;
            and share-
            based
            compensation
            expense or
            benefit.
            Adjusted OIBDA
            should not be
            construed as an
            alternative to
            operating
            income (loss)
            or net income
            (loss) as
            determined in
            accordance with
            GAAP, or as an
            alternative to
            cash flows from
            operating
            activities as
            determined in
            accordance with
            GAAP or as a
            measure of
            liquidity.


            In a capital-
            intensive
            industry such
            as wireless
            telecommunications,
            management
            believes that
            adjusted OIBDA,
            and the
            associated
            percentage
            margin
            calculations,
            are meaningful
            measures of our
            operating
            performance. We
            use adjusted
            OIBDA as a
            supplemental
            performance
            measure because
            management
            believes it
            facilitates
            comparisons of
            our operating
            performance
            from period to
            period and
            comparisons of
            our 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 GAAP,
            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
                                  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
            loss, which we
            consider to be
            the most
            directly
            comparable GAAP
            financial
            measure to
            adjusted OIBDA
            (unaudited; in
            thousands):


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

                     2013               2012              2013              2012
                     ----               ----              ----              ----


     Operating
     loss                   $(7,558)           $31,589           $(36,909)         $15,786

     Plus
     depreciation
     and
     amortization 150,856              154,483             303,429             301,026
                  -------              -------             -------             -------

    OIBDA                  $143,298           $186,072           $266,520         $316,812

     Plus
     (gain)
     loss
     on
     sale,
     exchange
     or
     disposal
     of
     assets,
     net          (1,870)                333             (6,858)               801

     Plus
     impairments
     and
     other
     charges        4,287                 -             5,022                -

     Plus
     share-
     based
     compensation
     expense        3,071              4,429             5,185             3,735
                    -----              -----             -----             -----

     Adjusted
     OIBDA                 $148,786           $190,834           $269,869         $321,348
                             ======             ======           ========           ======


      (6)   Free cash flow is a non-
            GAAP financial measure
            defined as net cash
            provided by operating
            activities less purchases
            of property and equipment.
            Free cash flow should not
            be considered as an
            alternative to net cash
            flow provided by operating
            activities as determined in
            accordance with GAAP or as
            a measure of liquidity.


            Management believes that
            free cash flow provides
            useful information about
            the amount of cash
            available to us to fund
            ongoing operations and
            working capital needs,
            service our debt, satisfy
            our tax obligations,
            strengthen our balance
            sheet and make investments
            in our business. Management
            also believes that the
            presentation of free cash
            flow is relevant and useful
            for investors because it
            allows investors to
            evaluate cash generated
            from our underlying
            operations in a manner
            similar to that used by
            management.  In addition,
            free cash flow is a primary
            measure used externally by
            investors, analysts and
            peers in our industry for
            purposes of valuation and
            comparing our operating
            performance to that of
            other companies in our
            industry.


            Free cash flow 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. Free cash flow,
            as we calculate it, may not
            be comparable to similarly
            titled measures used by
            other companies. In
            addition, free cash flow
            (as a measure of liquidity)
            has certain limitations and
            does not represent funds
            available for discretionary
            use and is not necessarily
            a measure of our ability to
            fund our cash needs.


            The following table
            reconciles free cash flow
            to net cash provided by
            operating activities, which
            we consider to be the most
            directly comparable GAAP
            financial measure to free
            cash flow (unaudited; in
            thousands):


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

                      2013              2012                  2013             2012
                      ----              ----                  ----             ----

     Net
     cash
     provided
     by
     (used
     in)
     operating
     activities              $(10,529)           $15,262              $15,028           $50,619

     Less
     purchases
     of
     property
     and
     equipment    (22,499)             (119,098)                 (48,861)            (265,412)
                   -------             --------                 -------            --------

     Free
     cash
     flow                    $(33,028)         $(103,836)            $(33,833)        $(214,793)

       Plus
       early
       debt
       prepayment
       premium      42,625                -                 42,625               -

     Free
     cash
     flow
     (excluding
     early
     debt
     prepayment
     premium)                  $9,597          $(103,836)              $8,792         $(214,793)
                               ======           ========               ======          ========

SOURCE Cricket Communications, Inc.