USE OF NON-GAAP AND OTHER FINANCIAL MEASURES
This annual report 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. These non-GAAP financial measures, which include adjusted operating income before depreciation and amortization (OIBDA) and adjusted OIBDA for our markets in operation as of December 31, 2007 (existing business adjusted OIBDA), should be considered in addition to, but not as substitutes for, the most comparable GAAP measures. For definitions of such terms 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).

As used in this annual report, the term “levered free-cash-flow” refers to adjusted OIBDA, less cash capital expenditures, debt service payments, net interest expense and income tax expense.

FORWARD-LOOKING STATEMENTS
This annual report 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, competitiveness, expected financial and operational performance, 2010 cash flow levels, our pending joint venture with Pocket Communications, and are generally identified with words such as “believe,” “expect,” “intend,” “plan,” “could,” “may” and similar expressions. Actual events or results can differ materially from those expressed or implied. Please refer to the information set forth under the captions “Risk Factors” and “Forward-Looking Statements” in our 2009 Annual Report on Form 10-K and other reports and documents that we file from time to time with the Securities and Exchange Commission for some of the factors that may cause actual results to differ materially from the forward-looking statements. Readers are cautioned not to place undue reliance on the forward-looking statements, which speak only as of the date made. Except as required by law, we undertake no obligation to update any forward-looking statement.