Guarantor Financial Information

6 Months Ended

Jun. 30, 2011

Condensed Financial Information of Parent Company Only Disclosure [Abstract]

The $3,000 million of senior notes issued by Cricket (the “Issuing Subsidiary”) are comprised of $300 million of unsecured senior notes due 2015, $1,100 million of senior secured notes due 2016 and $1,600 million of unsecured senior notes due 2020. The notes are jointly and severally guaranteed on a full and unconditional basis by Leap (the “Guarantor Parent Company”) and Cricket License Company, LLC, a wholly-owned subsidiary of Cricket (the “Guarantor Subsidiary”).

The indentures governing these notes limit, among other things, the Guarantor Parent Company's, Cricket's and the Guarantor Subsidiary's ability to: incur additional debt; create liens or other encumbrances; place limitations on distributions from restricted subsidiaries; pay dividends; make investments; prepay subordinated indebtedness or make other restricted payments; issue or sell capital stock of restricted subsidiaries; issue guarantees; sell assets; enter into transactions with affiliates; and make acquisitions or merge or consolidate with another entity.

Condensed consolidating financial information of the Guarantor Parent Company, the Issuing Subsidiary, the Guarantor Subsidiary, Non-Guarantor Subsidiaries and total consolidated Leap and subsidiaries as of June 30, 2011 and December 31, 2010 and for the three and six months ended June 30, 2011 and 2010 is presented below. The equity method of accounting is used to account for ownership interests in subsidiaries, where applicable.

At December 31, 2010, LCW Wireless and Denali and their respective subsidiaries were wholly owned subsidiaries of the Issuing Subsidiary and reported as Non-Guarantor Subsidiaries in the condensed consolidating financial statements. LCW Wireless and Denali and their respective subsidiaries were merged with and into the Issuing Subsidiary on February 28, 2011 and March 31, 2011, respectively. As a result of these transactions, the financial position, results of operations and cash flows of these entities have been consolidated into the Issuing Subsidiary. All prior period consolidating financial statements have been revised to reflect this reorganization.

Condensed Consolidating Balance Sheet as of June 30, 2011 (unaudited and in thousands):



	Guarantor Parent Company		Issuing Subsidiary		Guarantor Subsidiary		Non-Guarantor Subsidiaries		Consolidating and Eliminating Adjustments			Consolidated

Assets
Cash and cash equivalents	$	42	$	447,575	$	—	$	60,502	$	—		$	508,119
Short-term investments	—		215,895		—		—		—			215,895
Inventories	—		94,250		—		6,772		—			101,022
Deferred charges	—		46,196		—		37		—			46,233
Other current assets	2,129		136,345		—		1,646		(2,148		)	137,972
Total current assets	2,171		940,261		—		68,957		(2,148		)	1,009,241
Property and equipment, net	—		1,892,275		—		84,119		—			1,976,394
Investments in and advances to affiliates and consolidated subsidiaries	1,063,206		2,231,367		27,168		—		(3,321,741		)	—
Wireless licenses	—		—		1,748,577		194,667		—			1,943,244
Assets held for sale	—		—		1,376		26,301		—			27,677
Goodwill	—		11,240		—		20,414		—			31,654
Intangible assets, net	—		18,863		—		33,452		—			52,315
Other assets	4,611		57,645		—		1,279		—			63,535
Total assets	$	1,069,988	$	5,151,651	$	1,777,121	$	429,189	$	(3,323,889	)	$	5,104,060
Liabilities and Stockholders' Equity
Accounts payable and accrued liabilities	$	608	$	302,158	$	—	$	5,946	$	—		$	308,712
Current maturities of long-term debt	—		8,500		—		—		—			8,500
Intercompany payables	53,094		286,912		—		30,001		(370,007		)	—
Other current liabilities	5,185		213,413		—		17,339		(2,148		)	233,789
Total current liabilities	58,887		810,983		—		53,286		(372,155		)	551,001
Long-term debt	250,000		2,967,089		—		221,857		(221,857		)	3,217,089
Deferred tax liabilities	—		314,379		—		—		—			314,379
Other long-term liabilities	—		136,678		—		4,752		—			141,430
Total liabilities	308,887		4,229,129		—		279,895		(594,012		)	4,223,899
Redeemable non-controlling interests	—		119,060		—		—		—			119,060
Stockholders' equity	761,101		803,462		1,777,121		149,294		(2,729,877		)	761,101
Total liabilities and stockholders' equity	$	1,069,988	$	5,151,651	$	1,777,121	$	429,189	$	(3,323,889	)	$	5,104,060

Condensed Consolidating Balance Sheet as of December 31, 2010 (unaudited and in thousands):



	Guarantor Parent Company		Issuing Subsidiary		Guarantor Subsidiary		Non-Guarantor Subsidiaries		Consolidating and Eliminating Adjustments			Consolidated

Assets
Cash and cash equivalents	$	85	$	269,140	$	—	$	81,565	$	—		$	350,790
Short-term investments	—		68,367		—		—		—			68,367
Inventories	—		98,763		—		5,478		—			104,241
Deferred charges	—		47,343		—		—		—			47,343
Other current assets	2,261		86,040		—		3,009		(300		)	91,010
Total current assets	2,346		569,653		—		90,052		(300		)	661,751
Property and equipment, net	—		1,946,209		—		90,436		—			2,036,645
Investments in and advances to affiliates and consolidated subsidiaries	1,200,613		2,269,613		47,069		49		(3,517,344		)	—
Wireless licenses	—		—		1,747,108		220,967		—			1,968,075
Goodwill	—		10,680		—		20,414		—			31,094
Intangible assets, net	—		20,455		—		44,388		—			64,843
Other assets	5,315		66,195		—		905		—			72,415
Total assets	$	1,208,274	$	4,882,805	$	1,794,177	$	467,211	$	(3,517,644	)	$	4,834,823
Liabilities and Stockholders' Equity
Accounts payable and accrued liabilities	$	79	$	333,514	$	—	$	13,276	$	—		$	346,869
Current maturities of long-term debt	—		8,500		—		5,101		(5,101		)	8,500
Intercompany payables	41,734		300,800		—		55,054		(397,588		)	—
Other current liabilities	5,179		199,698		—		16,500		(300		)	221,077
Total current liabilities	46,992		842,512		—		89,931		(402,989		)	576,446
Long-term debt	250,000		2,582,070		—		211,875		(211,875		)	2,832,070
Deferred tax liabilities	—		295,703		—		—		—			295,703
Other long-term liabilities	—		110,800		—		3,734		—			114,534
Total liabilities	296,992		3,831,085		—		305,540		(614,864		)	3,818,753
Redeemable non-controlling interests	—		104,788		—		—		—			104,788
Stockholders' equity	911,282		946,932		1,794,177		161,671		(2,902,780		)	911,282
Total liabilities and stockholders' equity	$	1,208,274	$	4,882,805	$	1,794,177	$	467,211	$	(3,517,644	)	$	4,834,823

Condensed Consolidating Statement of Operations for the Three Months Ended June 30, 2011 (unaudited and in thousands):



	Guarantor Parent Company			Issuing Subsidiary			Guarantor Subsidiary		Non-Guarantor Subsidiaries			Consolidating and Eliminating Adjustments			Consolidated

Revenues:
Service revenues	$	—		$	620,233		$	—	$	83,838		$	16		$	704,087
Equipment revenues	—			48,973			—		7,478			—			56,451
Other revenues	—			3,886			27,196		1,041			(32,123		)	—
Total revenues	—			673,092			27,196		92,357			(32,107		)	760,538
Operating expenses:
Cost of service (exclusive of items shown separately below)	—			248,700			—		24,342			(28,172		)	244,870
Cost of equipment	—			158,701			—		23,976			—			182,677
Selling and marketing	—			73,422			—		13,739			—			87,161
General and administrative	3,257			78,993			187		13,577			(3,935		)	92,079
Depreciation and amortization	—			123,532			—		12,605			—			136,137
Impairments and other charges	—			232			—		399			—			631
Total operating expenses	3,257			683,580			187		88,638			(32,107		)	743,555
Gain (loss) on sale or disposal of assets	—			(4,650		)	—		4			—			(4,646		)
Operating income (loss)	(3,257		)	(15,138		)	27,009		3,723			—			12,337
Equity in net income (loss) of consolidated subsidiaries	(64,851		)	25,713			—		—			39,138			—
Equity in net income of investees, net	—			1,010			—		—			—			1,010
Interest income	6,063			5,075			—		2			(11,081		)	59
Interest expense	(3,166		)	(64,817		)	—		(5,021		)	11,081			(61,923		)
Other income (expense), net	—			(32		)	—		—			—			(32		)
Income (loss) before income taxes	(65,211		)	(48,189		)	27,009		(1,296		)	39,138			(48,549		)
Income tax expense	—			(9,893		)	—		—			—			(9,893		)
Net income (loss)	(65,211		)	(58,082		)	27,009		(1,296		)	39,138			(58,442		)
Accretion of redeemable non-controlling interests and distributions, net of tax	—			(6,769		)	—		—			—			(6,769		)
Net income (loss) attributable to common stockholders	$	(65,211	)	$	(64,851	)	$	27,009	$	(1,296	)	$	39,138		$	(65,211	)

Condensed Consolidating Statement of Operations for the Six Months Ended June 30, 2011 (unaudited and in thousands):



	Guarantor Parent Company			Issuing Subsidiary			Guarantor Subsidiary		Non-Guarantor Subsidiaries			Consolidating and Eliminating Adjustments			Consolidated

Revenues:
Service revenues	$	—		$	1,215,057		$	—	$	167,409		$	32		$	1,382,498
Equipment revenues	—			136,417			—		21,537			—			157,954
Other revenues	—			8,397			50,899		2,010			(61,306		)	—
Total revenues	—			1,359,871			50,899		190,956			(61,274		)	1,540,452
Operating expenses:
Cost of service (exclusive of items shown separately below)	—			485,866			—		47,777			(52,828		)	480,815
Cost of equipment	—			358,602			—		53,870			—			412,472
Selling and marketing	—			166,746			—		30,267			—			197,013
General and administrative	6,009			160,782			375		28,768			(8,446		)	187,488
Depreciation and amortization	—			238,620			—		24,191			—			262,811
Impairments and other charges	—			232			—		399			—			631
Total operating expenses	6,009			1,410,848			375		185,272			(61,274		)	1,541,230
Loss on sale or disposal of assets	—			(4,942		)	—		(53		)	—			(4,995		)
Operating income (loss)	(6,009		)	(55,919		)	50,524		5,631			—			(5,773		)
Equity in net income (loss) of consolidated subsidiaries	(161,212		)	46,158			—		—			115,054			—
Equity in net income of investees, net	—			2,189			—		—			—			2,189
Interest income	12,126			10,117			—		2			(22,122		)	123
Interest expense	(6,327		)	(126,538		)	—		(9,999		)	22,122			(120,742		)
Other income (expense), net	—			(32		)	—		—			—			(32		)
Income (loss) before income taxes	(161,422		)	(124,025		)	50,524		(4,366		)	115,054			(124,235		)
Income tax expense	—			(20,647		)	—		—			—			(20,647		)
Net income (loss)	(161,422		)	(144,672		)	50,524		(4,366		)	115,054			(144,882		)
Accretion of redeemable non-controlling interests and distributions, net of tax	—			(16,540		)	—		—			—			(16,540		)
Net income (loss) attributable to common stockholders	$	(161,422	)	$	(161,212	)	$	50,524	$	(4,366	)	$	115,054		$	(161,422	)

Condensed Consolidating Statement of Operations for the Three Months Ended June 30, 2010 (unaudited and in thousands):



	Guarantor Parent Company			Issuing Subsidiary			Guarantor Subsidiary		Non-Guarantor Subsidiaries		Consolidating and Eliminating Adjustments			Consolidated

Revenues:
Service revenues	$	—		$	630,788		$	—	$	—	$	16		$	630,804
Equipment revenues	—			36,542			—		—		—			36,542
Other revenues	—			165			24,215		—		(24,380		)	—
Total revenues	—			667,495			24,215		—		(24,364		)	667,346
Operating expenses:
Cost of service (exclusive of items shown separately below)	—			234,563			—		—		(24,955		)	209,608
Cost of equipment	—			111,041			—		—		—			111,041
Selling and marketing	—			96,449			—		—		—			96,449
General and administrative	3,281			84,900			172		—		591			88,944
Depreciation and amortization	—			110,649			—		—		—			110,649
Total operating expenses	3,281			637,602			172		—		(24,364		)	616,691
Loss on sale or disposal of assets	—			(1,488		)	—		—		—			(1,488		)
Operating income (loss)	(3,281		)	28,405			24,043		—		—			49,167
Equity in net income (loss) of consolidated subsidiaries	(17,872		)	24,043			—		—		(6,171		)	—
Equity in net income of investees, net	—			887			—		—		—			887
Interest income	6,062			294			—		—		(6,062		)	294
Interest expense	(3,147		)	(63,211		)	—		—		6,062			(60,296		)
Other income, net	—			3,057			—		—		—			3,057
Income (loss) before income taxes	(18,238		)	(6,525		)	24,043		—		(6,171		)	(6,891		)
Income tax expense	—			(12,397		)	—		—		—			(12,397		)
Net income (loss)	(18,238		)	(18,922		)	24,043		—		(6,171		)	(19,288		)
Accretion of redeemable non-controlling interests and distributions, net of tax	—			1,050			—		—		—			1,050
Net income (loss) attributable to common stockholders	$	(18,238	)	$	(17,872	)	$	24,043	$	—	$	(6,171	)	$	(18,238	)

Condensed Consolidating Statement of Operations for the Six Months Ended June 30, 2010 (unaudited and in thousands):



	Guarantor Parent Company			Issuing Subsidiary			Guarantor Subsidiary		Non-Guarantor Subsidiaries		Consolidating and Eliminating Adjustments			Consolidated

Revenues:
Service revenues	$	—		$	1,245,400		$	—	$	—	$	32		$	1,245,432
Equipment revenues	—			105,674			—		—		—			105,674
Other revenues	—			330			48,140		—		(48,470		)	—
Total revenues	—			1,351,404			48,140		—		(48,438		)	1,351,106
Operating expenses:
Cost of service (exclusive of items shown separately below)	—			454,966			—		—		(49,618		)	405,348
Cost of equipment	—			279,094			—		—		—			279,094
Selling and marketing	—			208,333			—		—		—			208,333
General and administrative	6,400			173,275			345		—		1,180			181,200
Depreciation and amortization	—			219,895			—		—		—			219,895
Total operating expenses	6,400			1,335,563			345		—		(48,438		)	1,293,870
Loss on sale or disposal of assets	—			(2,941		)	—		—		—			(2,941		)
Operating income (loss)	(6,400		)	12,900			47,795		—		—			54,295
Equity in net income (loss) of consolidated subsidiaries	(85,706		)	47,795			—		—		37,911			—
Equity in net income of investees, net	—			1,458			—		—		—			1,458
Interest income	12,125			722			—		—		(12,125		)	722
Interest expense	(6,291		)	(126,425		)	—		—		12,125			(120,591		)
Other income, net	—			3,072			—		—		—			3,072
Income (loss) before income taxes	(86,272		)	(60,478		)	47,795		—		37,911			(61,044		)
Income tax expense	—			(23,691		)	—		—		—			(23,691		)
Net income (loss)	(86,272		)	(84,169		)	47,795		—		37,911			(84,735		)
Accretion of redeemable non-controlling interests and distributions, net of tax	—			(1,537		)	—		—		—			(1,537		)
Net income (loss) attributable to common stockholders	$	(86,272	)	$	(85,706	)	$	47,795	$	—	$	37,911		$	(86,272	)

Condensed Consolidating Statement of Cash Flows for the Six Months Ended June 30, 2011 (unaudited and in thousands):



	Guarantor Parent Company			Issuing Subsidiary			Guarantor Subsidiary		Non-Guarantor Subsidiaries			Consolidating and Eliminating Adjustments			Consolidated

Operating activities:
Net cash provided by (used in) operating activities	$	(43	)	$	105,649		$	—	$	1,779		$	(5,746	)	$	101,639
Investing activities:
Acquisition of a business	—			(850		)	—		—			—			(850		)
Purchases of property and equipment	—			(176,984		)	—		(9,202		)	—			(186,186		)
Change in prepayments for purchases of property and equipment	—			(2,953		)	—		—			—			(2,953		)
Purchases of wireless licenses and spectrum clearing costs	—			(2,845		)	—		—			—			(2,845		)
Proceeds from sales of wireless licenses and operating assets				394			—		74			—			468
Purchases of investments	—			(297,430		)	—		—			—			(297,430		)
Sales and maturities of investments	—			149,767			—		—			—			149,767
Investments in and advances to affiliates and consolidated subsidiaries	(712		)	—			—		—			712			—
Change in restricted cash	—			280			—		(700		)	—			(420		)
Net cash used in investing activities	(712		)	(330,621		)	—		(9,828		)	712			(340,449		)
Financing activities:
Proceeds from issuance of long-term debt	—			396,772			—		—			—			396,772
Repayment of long-term debt	—			(10,089		)	—		(5,000		)	—			(15,089		)
Payment of debt issuance costs	—			(6,680		)	—		—			—			(6,680		)
Capital contributions, net	—			712			—		—			(712		)	—
Proceeds from issuance of common stock, net	712			—			—		—			—			712
Proceeds from sale lease-back financing	—			23,891			—		—			—			23,891
Other	—			(1,199		)	—		(8,014		)	5,746			(3,467		)
Net cash provided by (used in) financing activities	712			403,407			—		(13,014		)	5,034			396,139
Net decrease in cash and cash equivalents	(43		)	178,435			—		(21,063		)	—			157,329
Cash and cash equivalents at beginning of period	85			269,140			—		81,565			—			350,790
Cash and cash equivalents at end of period	$	42		$	447,575		$	—	$	60,502		$	—		$	508,119

Condensed Consolidating Statement of Cash Flows for the Six Months Ended June 30, 2010 (unaudited and in thousands):



	Guarantor Parent Company			Issuing Subsidiary			Guarantor Subsidiary		Non-Guarantor Subsidiaries		Consolidating and Eliminating Adjustments			Consolidated

Operating activities:
Net cash provided (used in) by operating activities	$	(20	)	$	204,426		$	—	$	—	$	—		$	204,406
Investing activities:
Purchases of property and equipment	—			(195,405		)	—		—		—			(195,405		)
Change in prepayments for purchases of property and equipment	—			(2,836		)	—		—		—			(2,836		)
Purchases of wireless licenses and spectrum clearing costs	—			(1,827		)	—		—		—			(1,827		)
Purchases of investments	—			(301,399		)	—		—		—			(301,399		)
Sales and maturities of investments	—			427,287			—		—		—			427,287
Investments in and advances to affiliates and consolidated subsidiaries	(904		)	—			—		—		904			—
Purchase of membership units of equity investment	—			(967		)	—		—		—			(967		)
Change in restricted cash	—			378			—		—		—			378
Net cash used in investing activities	(904		)	(74,769		)	—		—		904			(74,769		)
Financing activities:
Repayment of long-term debt	—			(4,000		)	—		—		—			(4,000		)
Purchase of non-controlling interest	—			(20,973		)	—		—		—			(20,973		)
Capital contributions, net	—			904			—		—		(904		)	—
Proceeds from the issuance of common stock, net	904			—			—		—		—			904
Other	—			(979		)	—		—		—			(979		)
Net cash provided by (used in) financing activities	904			(25,048		)	—		—		(904		)	(25,048		)
Net increase (decrease) in cash and cash equivalents	(20		)	104,609			—		—		—			104,589
Cash and cash equivalents at beginning of period	66			174,933			—		—		—			174,999
Cash and cash equivalents at end of period	$	46		$	279,542		$	—	$	—	$	—		$	279,588

- Definition

The entire disclosure for condensed financial information, including the financial position, cash flows, and the results of operations of the registrant (parent company) as of the same dates or for the same periods for which audited consolidated financial statements are being presented. Alternatively, the details of this disclosure can be reported by the specific parent company taxonomy elements, indicating the appropriate date and period contexts in an instance document.

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