1Q12 Earnings Conference Call

April 25, 2012

Presentation of Financial Information

Historical financial and operating data in this presentation reflects the consolidated results of Leap, its subsidiaries and its consolidated joint ventures for the periods indicated. The term voice services refers to the Companys Cricket Wireless, Muve Music and Cricket PAYGo service offerings, and the term broadband services refers to the Companys Cricket Broadband service. References to the Companys activities in footprint refer to the Companys provision of wireless services to customers using its own facilities-based network and references to activities out of footprint refer to the Companys provision of wireless services to customers using another carriers facilities-based network through a wholesale agreement. This presentation includes financial information prepared in accordance with accounting principles generally accepted in the United States, or GAAP, as well as other financial measures referred to as non-GAAP. The non-GAAP financial measures in this presentation, which include Average Revenue Per User (ARPU), Cost Per Gross Customer Addition (CPGA), Cash Cost Per User (CCU), Calculated Contribution Per User (CCPU), and adjusted operating income before depreciation and amortization (OIBDA), should be considered in addition to, but not as substitutes for, the information prepared in accordance with GAAP. For definitions of the non-GAAP financial measures used in this presentation and reconciliations to the most comparable GAAP measures, please see the information under the heading Financial Reports Non-GAAP Financial Measures in the Investor Relations section of the Leap Wireless corporate website (investor.leapwireless.com). This presentation also contains forecasts and projections which are based upon financial and operational information available to the Company on the date hereof. These forecasts and projections speak only as of April 25, 2012, and we undertake no obligation to publicly update or revise these forecasts or projections, whether as a result of new information, future events or otherwise.

Leap 1Q12 Earnings Conference Call

Forward Looking Statements

This presentation contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 19 95. Such statements reflect managements 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 fiscal year 2012 and future years, our discussions regarding the expected effects of our product and service plan changes, customer and churn activity, competition, LTE deployment, pending spectrum transactions, and our expectations regarding future growth, spending, cash flow, results of operations, customer penetration, and other forecasts and projections, and are generally identified with words such as believe, expect, intend, plan, will, could, may and similar expressions. Risks, u ncertainties 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; the duration and severity of the current economic downturn in the United States and 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; the impact of competitors initiatives; our ability to successfully implement product and service plan offerings, expand our retail distribution and execute effectively on our other strategic activities; our ability to obtain and maintain roaming and wholesale services from other carriers at cost-effective rates; our ability to maintain effective internal control over financial reporting; our ability to attract, integrate, motivate and retain an experienced workforce, including members of senior management; 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; 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 comply with the covenants in any credit agreement, indenture or similar instrument governing any of our existing or future indebtedness; failure of our network or information technology systems to perform according to expectations and risks associated with the upgrade or transition of certain of those systems, including our billing system; 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, 2011 filed with the SEC on February 21, 2012 and our Quarterly Report on Form 10-Q for the quarter ended March 31, 2012 which we expect to file shortly with the SEC.

All forward-looking statements included in this presentation should be considered in the context of these risks. All forward-looking statements speak only as of April 25, 2012, and 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 1Q12 Earnings Conference Call 3

Agenda

Opening Comments Operating Performance Financial Results Growth Initiatives

Closing Comments
Question & Answer Period

Leap 1Q12 Earnings Conference Call

Opening Comments

Solid Performance in Challenging Environment

"Our financial and operational results demonstrate the

Customer results show continued progress

Voice gross additions up 8% Y-O-Y

Some churn pressure late in quarter driven by economic and competitive pressures Seasonal rhythms in customer activity expected to continue

strength of our
business and confirm that our strategy continues to deliver, even in the face of a challenging economic and competitive environment.

Financial results demonstrate solid year-over-year growth

Service revenues increased over $95M Adjusted OIBDA improved nearly $20M

Adjusted OIBDA margin improved ~200 basis points Y-O-Y excluding out-of-footprint OIBDA investment Industry dynamics and competitive environment driving higher subsidy costs Companys business plan aligned with evolving marketplace

Leap 1Q12 Earnings Conference Call

Operational Results

Voice Gross Additions Continued to Grow

(in thousands)

Gross Additions
Voice In Footprint Voice Out of Footprint Broadband

1Q11
730 0 122

4Q11
747 64 39

1Q12
745 45 70

Voice gross additions improved approximately 8% Y-O-Y

Driven by growth initiatives Expect 2Q12 voice gross additions to be near 2Q11 levels

Consolidated Net Additions

Voice In Footprint Voice Out of Footprint Broadband

852 1Q11
300 0 31

850 4Q11
143 66 -30

860 1Q12
219 38 1

Consolidated

331

179

258

Net addition progress moderated by:

Increased voice churn driven by deactivation pressure late in quarter Reduction in Broadband customer activity due to decreased emphasis

Customer Net Additions

331 258 179

1Q 2011
Leap 1Q12 Earnings Conference Call

4Q

1Q 2012
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Churn Reflects Competitive and Economic Environment

1Q12 consolidated churn of 3.3% reflects current competitive and economic environment

Consolidated Churn
6.0%
2010 2011 2012

5.0%

1Q12 voice churn of 3.1%, up from 2.8% 1Q11 driven by:

Ability to pay Customer experience Device quality and selection Competition

4.0%
3.3%

3.0%

2.0% 1Q 2Q 3Q 4Q

Focused on driving improvements to churn

Seasonal trends will remain

2Q12 churn expected to be near 2Q11 levels due to typical seasonality

Leap 1Q12 Earnings Conference Call

Financial Results

1Q12 Key Financial Results

Y-O-Y and Q-O-Q improvements in service revenues driven by:
Customer growth Uptake of higher-ARPU service plans

($ in millions)

1Q11 $678 $780 $112 17% ($18.0) $394

4Q11 $729 $767 $135 19% ($3.5) $751

1Q12 $774 $826 $131 17% ($16.0) $637

Service Revenues Total Revenues Adjusted OIBDA Adjusted OIBDA Margin Operating Loss Cash & ST Investments

Y-O-Y improvement in adjusted OIBDA reflects:

Growth in service revenues Continued cost management Partially offset by:
Higher product and device subsidy costs National retail expansion costs

Q-O-Q decline in adjusted OIBDA reflects:

Subsidy associated with seasonal increase in customer activity Expected increases in non-product costs

Leap 1Q12 Earnings Conference Call

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Revenue Growth Supports Investments in Growth Initiatives

($ in millions)

1Q11
Service Revenues Cost of Service - Product Cost of Service - Non-Product Customer Care & Billing General & Administrative
Gross Operating Margin
(1) (1)

%of Service Revenues

4Q11
$ 729.5 112.1 132.6 30.0 51.0
55%

%of Service Revenues

1Q12
$ 774.0 120.5 141.0 31.3 58.9
55%

%of Service Revenues

$ 678.4 91.7 143.8 33.7 58.7

52%
14% 21% 5% 9%

15% 18% 4% 7%

16% 18% 4% 8%

Net Equipment Subsidy (2) Sales & Marketing Total Adjusted OIBDA
(1)

128.3 109.8 $ 565.9 $ 112.5

19% 16%

177.2 91.4 $ 594.4

24% 13%

196.2 95.6 $ 643.5

25% 12%

17%

$ 135.1

19%

$ 130.5

17%

Most costs flat or down Y-O-Y as a percentage of service revenue Product costs up Y-O-Y driven by:
Costs associated with all-inclusive service plans, roaming and Muve Music

Adjusted OIBDA margin flat Y-O-Y due to:

~$12M in OIBDA investment associated with out-of-footprint expansion Margin would have improved 200 basis points Y-O-Y without such investment

Net equipment subsidy up Y-O-Y driven by:

Promotional activity associated with increased smart device penetration Higher volume of device sales

Expect attractive Y-O-Y growth in adjusted OIBDA margin in Crickets network footprint in coming quarters

(1) Excluding share-based compensation included in cost of service, general and administrative and sales and marketing 1Q12 Earnings Conference (2) Leap Net equipment subsidy is cost of equipment Call less equipment revenues Note: Minor calculation differences in reported numbers due to rounding

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ARPU Growth Continues at Moderated Pace

Average Revenue Per User
$42.09
$42.59

1Q12 ARPU increased over $3.00 Y-O-Y:

Higher penetration of 3G smart devices

1Q12 ARPU increased $0.50 Q-O-Q:

Higher penetration of 3G smart devices
Impacted slightly by maturing smart device penetration

$39.35

Sequential ARPU growth expected to slow in coming quarters as smart device penetration matures
$35.00

1Q 2011

4Q

1Q

2012

Customer Statistics
Voice base on 3G smart devices Total base on plan of $45 or greater 3G smart device new handset sales Base on multiple line account

1Q12 ~50% ~65% ~60% ~35%

* 3G smart devices are smartpho nes o r M uve M usic-enabled devices

Leap 1Q12 Earnings Conference Call

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CCU Increases Offset by ARPU Improvements

Cash Cost Per User
Total CCU
Upgrade Subsidy Product Costs(1) Non-Product Costs(2)

1Q12 CCU increased Y-O-Y:

Higher product costs associated with allinclusive service plans, roaming and Muve Music Increased rate and volume of upgrade activity Partially offset by continued focus on cost management

$23.04

$22.46

$24.55

1Q 2011 4Q 1Q 2012

1Q12 CCU increased Q-O-Q:

Higher volume of upgrade activity

Unit Margin Analysis

Unit Margin
Unit Margin Excluding Upgrade Subsidy Upgrade Subsidy

2Q12 CCU expected to decrease Q-O-Q due to:

Typical seasonal decreases in upgrade activity Subsidy cost reductions

$16.31

$19.63

$18.04

$20.68

$23.46

$23.36

Handset Upgrades
$(4.37) $(3.83)

$(5.32)

As a % of customer base

1Q 2011
1) 3) Unit margin defined as ARPU less CCU

4Q

1Q 2012

1Q11 13%

4Q11 10%

1Q12 13%
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2) Non-product costs defined as network cost of service, customer care and billing, and G&A Leap 1Q12 Earnings Conference Call

Represents component of CCU excluding non-product costs and upgrade subsidy

CPGA Investment Continues to Deliver Higher-ARPU Gross Additions

Cost Per Gross Addition
$238 $192 $228

Y-O-Y increase in 1Q12 CPGA:

Promotional activity and increased device subsidy

1Q12 CPGA improvements Q-O-Q:

Typical seasonal activity

Targeting improvements to subsidy costs:

1Q 2011 4Q 1Q 2012

Focused promotions Strategic device sourcing Revised channel compensation

2Q12 CPGA expected to be similar to 2Q11

Leap 1Q12 Earnings Conference Call

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Growth Initiatives

Growth Initiatives Continue to Progress

Better Customer Experience
Improving the customer experience
Greater simplicity for customers to improve retention
Call center calls per day decreased nearly 50% Y-O-Y Net promoter score improved 200 basis points Y-O-Y

Expansion of unique unlimited music product

Muve Music From Cricket

600K customers and growing

Expect role of music in service offerings to evolve

International expansion opportunities progressing

Compelling Devices & Plans

Improved offerings to increase competitive position

Customers migrating to higher quality devices expect to launch up to 7 new smartphones by back-to-school selling season Expect 3Q service plan refresh to further differentiate our products

Broader Awareness

Marketing message that appeals to value seekers

New marketing campaign designed to drive volume improvements Rolling out nationwide campaign in 2H12 Our latest commercial: http://leapwireless.mediaroom.com/imagine

Leap 1Q12 Earnings Conference Call

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Expanding Distribution to Reach Value Seekers Nationwide

Continued focus on retail expansion within our facilities-based footprint Currently have ~2,800 Cricket-branded doors within facilities-based footprint
Added ~100 Cricket-branded doors in 1Q12 Expect to add ~250 additional Cricket-branded doors by YE12

New stores are strategically located where value seekers live, work and shop

Transitioning from fixed-cost to variable-cost distribution model

Facilitating lower sales costs and stores & staffing expense

Opportunity to build and leverage nationwide distribution platform Added Target as distribution partner with ~1,600 new doors in early 2Q12
Approximately 60% of doors are out of footprint

Expect to add up to 4,500 additional national retail locations by mid-2012 2012 minimum wholesale revenue commitment of $75M expected to be met through mix of wholesale services and other commercial agreements

Margins generated by out-of-footprint customers expected to be similar to those generated by MVNOs; generally lower than margins generated by customers within Cricket network footprint
Leap 1Q12 Earnings Conference Call 18

Lifeline Programs Poised to go Mainstream

ETC - Lifeline programs undergoing transition
While programs can generate significant customer activity, lowARPU models not attractive Recent regulatory actions address some industry practices

Ours:

Crickets Lifeline Credit program has advantages over others

Unlimited talk and text $10.00 to $13.50 off any plan customer selects
Discount largely reimbursed to Company by government

Customers buy handset at normal retail prices Crickets retail store network makes it easy for customers to provide required documentation

Theirs:

Crickets Lifeline Credit program currently available in 9 states covering ~37M POPs
Expect to continue rollout to additional states and bring program total covered POPs to nearly 95M by YE12

Experience to date indicates that these customers have significantly higher lifetime value

Leap 1Q12 Earnings Conference Call

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Thoughtful Transition to 4G LTE

LTE roll-out progressing, costs are under control and customer feedback in Tucson is positive
Successfully validated stability of network, platform and device
2012 Total CapEx
Expect total capital expenditures to be between $600M-$650M

Long-term wholesale 4G LTE agreement with Clearwire

Five-year wholesale agreement to provide capacity off-load services to supplement Cricket's own LTE network

Spectrum exchange with T-Mobile

Leap to acquire 10 MHz of AWS spectrum in Arizona and Texas (1) Expected to enhance our spectrum depth and provide flexibility for LTE

LTE Build-out Expectations

Expect to deploy LTE across up to 25M CPOPS in 2012 Expect to deploy LTE across ~2/3 of current network footprint over the next 2-3 years CAPEX $/CPOP: <$10.00
Approximately half of the projected cost is included in existing maintenance CapEx budget

1)

Leap 1Q12

Leap will acquire 10 MHz of additional AWS spectrum in Phoenix, AZ and Houston, Galveston and Bryan-College Station, TX. T-Mobile will acquire spectrum from Cricket and Savary Island in various markets in Alabama, Illinois, Missouri, Minnesota and Wisconsin. Completion of the transactions are subject to regulatory Earnings Call closing conditions. approvals Conference and other customary

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Closing Comments

Business Positioned as Strong Leader in Evolving Competitive Environment

Meeting the needs of our customers
Expanding distribution Offering differentiation Muve Music Building a better customer experience Providing customer payment alternatives

Expect significant product and service enhancements

Evolving portfolio of devices Product and service plan enhancements

Evolution of data go-to-market strategy

Continued focus on being low-cost leader in the wireless value segment

Continuing to execute on initiatives to build meaningful upside opportunity in 2012 and beyond
Leap 1Q12 Earnings Conference Call 22

Question & Answer Period

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Current Outlook
Outlook Discussed on 1Q12 Earnings Conference Call Expect 2Q12 voice gross additions to be near 2Q11 levels 2Q12 churn expected to be near 2Q11 levels due to typical seasonality Expect attractive Y-O-Y growth in adjusted OIBDA margin in Crickets network footprint in coming quarters Sequential ARPU growth expected to slow in coming quarters as smart device penetration matures 2Q12 CCU expected to decrease Q-O-Q due to typical seasonal decreases in upgrade activity and subsidy cost reductions 2Q12 CPGA expected to be similar to 2Q11 Expect to launch up to 7 new smartphones by back-to-school selling season Expect to add ~250 additional Cricket-branded doors by YE12 Expect to add up to 4,500 additional national retail locations by mid-2012 Expect to continue rollout Cricket Lifeline to additional states and bring program total covered POPs to nearly 95M by YE12 Expect total capital expenditures in 2012 to be between $600M-$650M Expect to deploy LTE across up to 25M CPOPS in 2012 and to deploy LTE across ~2/3 of current network footprint over the next 2-3 years @ CAPEX $/CPOP: <$10.00
Approximately Leap 1Q12 Earnings Conference half Call of the projected cost is included in existing maintenance CapEx budget
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