Leap Wireless International, Inc.

Leap Wireless International, Inc., was formed as a Delaware corporation in 1998. The Company is a wireless communications carrier that offers digital wireless services in the U.S. under the 'Cricket' brand. Its Cricket service offerings provide customers with unlimited nationwide wireless services for a flat rate without requiring a fixed-term contract or a credit check. Cricket service is offered by Cricket, a wholly-owned subsidiary of Leap. As of December 31, 2012, Cricket service was offered in 48 states and the District of Columbia across an extended area covering approximately 292 million POPs. As of December 31, 2012, it had approximately 5.3 million customers, and it owned wireless licenses covering an aggregate of approximately 136.7 million POPs (adjusted to eliminate duplication from overlapping licenses). The combined network footprint in its operating markets covered approximately96.2 million POPs as of December 31, 2012. The licenses it own provide an average of 23 MHz of coverage in its operating markets. The Company has entered into roaming relationships with other wireless carriers that enable it to offer Cricket customers nationwide voice and data roaming services over an extended service area. It recently entered into an agreement with a national carrier for 4G LTE roaming services. In addition, it has also entered into a wholesale agreement, which it use to offer Cricket services in nationwide retailers outside of its current network footprint, and it recently amended that agreement to enable its customers to receive 4G LTE services. The service plans it currently offers are 'all-inclusive,' with telecommunication taxes and certain fees included within the service plan price. The Company competes with national facilities-based wireless providers and their prepaid affiliates or brands, local and regional carriers, non-facilities-based mobile virtual network operators, or MVNOs, voice-over-internet-protocol service providers and traditional landline service providers, including cable companies. Leap is a U.S. registered trademark and the Leap logo is a trademark of Leap. The Company's operations are subject to various other laws and regulations, including those regulations promulgated by the Federal Trade Commission, the Federal Aviation Administration, the Environmental Protection Agency, the Occupational Safety and Health Administration, other federal agencies and state and local regulatory agencies and legislative bodies.