**CINGULAR WIRELESS LLC****EXHIBIT 99a** **PART I****Item 1A.****Risk Factors*****Factors Relating to Our Business****Substantial competition in all aspects of our business couldcontinue to cause reduced pricing and have adverse effects onour profit margins.* There is substantial competition in allaspects of the wireless communications industry. Our competitorsare principally the three other national carriers doing businessas Verizon Wireless, Sprint Nextel andT-Mobile and a largenumber of regional providers of cellular, PCS and other wirelesscommunications services, resellers and wireline telephoneservice providers. Competition continues to intensify aswireless carriers include more equipment discounts and bundled
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**CINGULAR WIRELESS LLC** **PART I****Item 1A.****Risk Factors**services in their offerings, including more minutes and freelong distance and roaming services. Accordingly, we couldexperience additional pricing pressure which potentially wouldnegatively impact our revenue growth and profit margins. Thiscould also lead to incrementally lower ARPU amounts. We expectthese trends to continue.As 3G and other technologies are developed and become available,all the major wireless communications companies have begun toinstall new infrastructure in their networks to meet the growingdemand for these services and to remain competitive. Due in partto the highly competitive marketplace, the pressure on Cingularto expedite deployment of such technologies will requirecontinued capital deployment, which increases finance anddepreciation costs.FCC regulations and government policy in general promote robustcompetition, and new rules or changes to existing rules, such asrules for providing spectrum leasing and requiring wirelesslocal number portability for customers changing wireless localcarriers, increase this trend and contribute to pressure onchurn and margins.Many of our competitors have substantial financial, technical,marketing, distribution and other resources. As a response tothe intensifying competition, the need for cost reduction andthe requirements for additional radio spectrum, we believe thatthe industry will continue to consolidate. This may producelarger and more formidable competitors with greater financialability to rapidly deploy new technologies and continue toreduce prices to increase their subscriber base. As a result,our market share and profit margins may decrease.New communications technologies, such as Wi-Fi and voice overInternet, are being developed and deployed by competitors, whichmay affect our ability to grow our wireless data and voicebusinesses.*Our wireless data business could be severely disrupted if weare prohibited from providing one of our most popular wirelessdata devices.* We have an agreement with Research in MotionLimited and its affiliates (RIM) to purchase and resellBlackBerry®hand-held devices and to distribute the BlackBerry services aspart of our wireless data communications business. In litigationagainst RIM by various patent holders, a court has held thatBlackBerry services infringe several patents. This decision hasin part been upheld on appeal, and the U.S. Supreme Courthas declined to review the case. We are not a party to thepatent litigation. On February 24, 2006, the trial courtwill consider issuing an injunction on the patent claimsaffirmed on appeal, which could prohibit RIM and companies thatmarket its products and services, including us, from providingthe BlackBerry services. We have approximately one million RIMBlackBerry users. While RIM has publicly stated that theybelieve they have developed a non-infringing technologymodification, there can be no assurance that such modificationwill be upheld by the courts as non-infringing the patents atissue. If an injunction is issued and RIM’s modification isdetermined to infringe such patents, we could have to eithermigrate our BlackBerry users to another handheld device andservice platform and/or separately seek licenses from the patentholders. While there could be some expense and disruptionassociated with implementing the modification, the expenseand/or disruption to our customers from having to migrate oursubscribers to another device and service platform or tonegotiate licenses from the patent holders could be veryexpensive and disruptive to our wireless data business.*ARPU from voice services has declined for several years andmay continue under pressure.* Our ARPU has weakened over thepast several years, declining from $52.91 to $49.65 over thepast five years. This trend has resulted from:•     decreased roaming revenues due to lower negotiated roaming rates    and broader network footprints, which obviate the need for    roaming; •     increased competition, which has reduced pricing    generally; and
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**CINGULAR WIRELESS LLC** **PART I****Item 1A.****Risk Factors**•     expansion of subscriber bases to customers on lower price plans,    such as prepaid, reseller plans and our    FAMILYTALK®    and similar plans targeting different market segments.None of these trends show signs of abating in the near term. Inaddition, we added a higher aggregate percentage of lower-ARPUprepaid and reseller subscribers than postpaid subscribersduring the fourth quarter of 2005, and this trend may continue.Therefore, we believe that pressure on ARPU from voice servicesmay continue.*If we fail to make continued progress in integrating AT&TWireless, our churn could increase, our subscriber growth couldslow and our financial results could decline.* The ongoingchallenges to integrate AT&T Wireless into our companyinclude:•     delivering a single, consistent and effective customer    experience across all functions; •     integrating and rationalizing the separate analog, TDMA and GSM    network systems without reducing service coverage or quality; •     consolidating and rationalizing corporate information technology    and administrative infrastructures; •     creating a strong and positive Cingular brand identity with    subscribers who migrated from AT&T Wireless service; •     reducing redundant facilities and resources.If we do not successfully address these integration challengesin a timely and cost-effective manner, we may disrupt service,lose subscribers, experience reduced growth and fail to realizethe anticipated benefits or synergies of the acquisition to theextent, or in the timeframe, anticipated. The size and scale ofthe acquisition of AT&T Wireless increase both the scope andconsequences of ongoing integration risks.*If our wireless service offerings or customer care service donot meet customer expectations, it could limit our ability toretain or attract subscribers.* Customer acceptance of theservices we offer is and will continue to be affected bytechnology-based differences and by the operational performance,quality, reliability and coverage of our wireless networks.Consumer demand could be impacted by differences in technology,footprint and service areas, network quality, consumerperceptions, customer care levels and rate plans. We will havedifficulty retaining subscribers if we are unable to meet ourcustomers’ expectations for network quality and coverage,billing systems or customer care. An inability to address thoseissues could limit our ability to expand our network capacity orsubscriber base and place us at a competitive disadvantage toother wireless service providers in our markets. These issuescould affect our ability to attract new subscribers as well.*A high rate of subscriber churn could negatively impact ourbusiness.* Wireless communications services providersexperience varying rates of subscriber churn. We believe thatsubscribers change wireless providers for many reasons,including perceptions of poor call quality, inadequate serviceofferings, excessive price, limited coverage area andunsatisfactory customer service. We incur significant expensesto improve customer retention and reduce churn by subsidizingproduct upgrades and/or reducing pricing to matchcompetitors’ initiatives, upgrading our network andproviding improved customer service. There can be no assurancethat these efforts will be successful. A high rate of churncould adversely affect our results of operations because wewould lose revenue and because the cost of adding a newsubscriber, which generally includes a commission expense and/ora handset subsidy, is a significant factor in income andprofitability.*We are committing a substantial amount of capital to upgradeour wireless voice networks to offer advanced data services overa 3G network, but there can be no assurance that widespreaddemand for these services will develop.* While demand for ouradvanced data services is growing, revenues from such
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**CINGULAR WIRELESS LLC** **PART I****Item 1A.****Risk Factors**sources are currently a small portion of our total revenues.Continued growth in wireless data services is dependent onincreased development and availability of popular applicationsand improved availability of handsets and other wireless deviceswith features, functionality and pricing desired by customers.EDGE and UMTS/ HSDPA are new technologies, and a limited numberof applications and devices designed to operate on thesetechnologies are currently available. If applications anddevices are not developed and do not become commerciallyaccepted, our revenues and competitive position could bematerially and adversely affected. We cannot give assurance thatin the near future there will be widespread demand for advancedwireless data services or that data revenues will constitute asignificant and growing portion of our total revenues, nor canwe provide assurance that this demand will develop at a levelthat will allow us to earn a reasonable return on our investment.Customer demand for high-speed wireless service is unknown inthe U.S., and demand for 3G services in Europe has generallybeen disappointing and in Asia has varied significantly. Asthese services are in their infancy in the U.S. and are beingoffered in a highly competitive market, we cannot provideassurance that these services can be priced at profitablelevels. Significant challenges also exist to develop and produceat reasonable cost handsets that successfully address batterylife, size and functionality issues. Furthermore, our ownexperience encouraging subscribers to migrate from TDMA to GSMservice was that substantial handset subsidies were required. Ifwe are unable to promote effectively and obtain reasonablepenetration of this service in our subscriber base at adequatepricing levels, our ability to earn an acceptable rate of returnon our investment and protect our operating margins could bejeopardized.*Our choice for the next generation of technology, UMTS/HSDPA, is a new technology, which could become obsolete and/ornot commercially accepted, which could result in our having toinvest in new network infrastructure and a delay in offering newservices.* New high-speed 3G wireless services are now beingoffered by wireless carriers in the U.S. that combine theattributes of faster speed, greater data capability, betterportability and greater functionality than services providedover existing networks. We have chosen UMTS/ HSDPA as ouradvanced 3G technology, but there will be one or more competingtechnological standards, several options within each standard,vendor-proprietary variations and rapid technologicalinnovation. Other technologies could emerge as preferred datanetworks for some services and, if those technologies are widelyaccepted, we may miss the opportunity to offer those servicesbecause of our technology choice. There is a risk that UMTS/HSDPA could be inadequate or become obsolete as 4G technologiesare developed.*Our business expansion and network upgrade will requiresubstantial additional capital, and we are now dependent onAT&T and BellSouth to provide working capital and long-termfinancing.* We will require substantial capital for acquiringsystems, constructing network infrastructure, concluding ourtechnology migration and upgrade plan, expanding our networkcapacity, investing in joint venture affiliates and making othercapital investments.The actual amount of capital required may vary materially fromour current estimates. Unforeseen delays, cost overruns,regulatory changes, engineering and technological changes, legalcosts and judgments and other factors may also requireadditional funds.As a result of the cash needs described above, we may need toincur significant amounts of additional financing. AT&T andBellSouth have committed to provide us with working capitalfinancing. If AT&T or BellSouth are unable or unwilling tofinance our operating and capital needs on a timely basis, wecould be unable to pursue our business plan or meet ourfinancial obligations unless AT&T and BellSouth permit us toseek external financing.*Delay in completing our network expansion in California andNevada could result in substantially greater operatingexpenses.* Our agreement to dissolve our GSMF venture withT-Mobile required us tosell to
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**CINGULAR WIRELESS LLC** **PART I****Item 1A.****Risk Factors**them our California and Nevada network assets and construct ourown network in these states. As of December 31, 2005, westill had significant construction to complete. We have anagreement to purchase minutes fromT-Mobile for afour-year transition period while we build out our own network.In the event that our expansion is not completed in a timelymanner and we must extend our agreement to purchase minutes fromT-Mobile, our operatingcosts could substantially increase.*Termination or impairment of our relationship with a smallnumber of key suppliers or vendors could adversely affect ourrevenues and results of operations.* We have developedrelationships with a small number of key vendors, includingNokia Mobile Phones, Inc., Sony Ericsson Mobile Communications,LG InfoComm U.S.A., Inc., Motorola, Inc., and SamsungElectronics Co., Ltd. for our supply of wireless handsets anddevices; Nortel Networks, Inc., Ericsson, Nokia Networks, Inc.,Siemens and Lucent for our supply of telecommunicationsinfrastructure equipment; Convergys Information Management Groupand StarTek, Inc. for billing or customer care services; BechtelCorporation for build-out of our networks; and Siebel Systems,Inc., Sun Microsystems, Inc. and Cisco Systems, Inc. forinformation systems. We do not have operational or financialcontrol over our key suppliers and have limited influence withrespect to the manner in which these key suppliers conduct theirbusinesses. If these companies were unable to honor, orotherwise failed to honor their obligations to us, or terminatedtheir relationship with us, we could experience disruptions ofour business and adverse effects on our revenues and results ofoperations.*If we fail to obtain access to additional spectrum, we maynot be able to expand the geographic reach of Cingular-brandedservices, increase our subscriber base in areas we currentlyserve or meet the anticipated demand for new services.*Although our acquisition of AT&T Wireless, our purchase ofspectrum licenses from NextWave and participation in variousjoint ventures have generally provided us with access tosufficient additional spectrum to meet anticipated levels ofusage and provide 3G services in the near term, we may needadditional spectrum in certain markets to optimize service,especially over the long term. If we cannot obtain access to newmarkets through auctions, spectrum exchanges or leasing,acquisitions, joint ventures or other means, it could impede ourgrowth. In addition, an inability to add spectrum in some of ourexisting markets could adversely affect the quality of serviceif the demand for wireless communications continues to increaseat a rapid rate.*To provide service in domestic and international marketswhere we do not have network infrastructure, we rely on roamingarrangements with other carriers, which we may be unable toobtain or maintain in the future.* We may not be able toobtain or maintain roaming agreements with other wirelessproviders on terms that are acceptable to us. Our customersautomatically can access another provider’s system only ifthe other provider allows our customers to roam on its network.We rely on agreements to provide roaming capability to ourcustomers in many areas outside our service area and to improvecoverage within our network footprint. Some competitors may beable to obtain lower roaming rates than we do because they havelarger call volumes or because of their affiliations with, orownership of, wireless providers, or may be able to reduceroaming charges by providing service principally over their ownnetwork. In addition, the quality of service that a wirelessprovider delivers during a roaming call may be inferior to thequality of service we or our affiliates provide, the price of aroaming call may not be competitive with prices of otherwireless providers for such a call, or our customers may not beable to use some of the advanced features, such as voicemailnotification, that the customers enjoy when making calls on ournetwork. Finally, we may not be able to continue to obtainroaming agreements for our next-generation products and serviceswith pricing or coverage we desire.In all markets where our roaming providers operate, we are atrisk because we do not control those entities. As a result, wemay not be able to compel them to participate in our technologymigration and enhancement strategies or to expand their coverageareas. Our ability to provide service on a nationwide level andto implement our next-generation strategy could be adverselyaffected if these providers are
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**CINGULAR WIRELESS LLC** **PART I****Item 1A.****Risk Factors**unable or unwilling to participate in the further development ofour digital network or if they cease to provide servicescomparable to those we offer on our networks. Some of thesecarriers are still building their GSM/ GPRS/ EDGE networks,primarily in rural areas. If those carriers are delayed orprevented from completing their GSM/ GPRS/ EDGE networks, or ifthey cease doing business, our customers might be unable to roamon those networks when out of their home service areas, or theymay have to roam on carriers’ networks with which we haveless favorable roaming agreements. To the extent our roamingproviders that have developed GSM/ GPRS do not deploy EDGE orUMTS technology, our ability to expand our EDGE and UMTS servicearea beyond our own network will be limited, which couldadversely affect demand for the service. If we lose the abilityto rely on roaming providers to provide service in an area, wemay be required to commit capital resources to the constructionof our own network in those areas rather than to the pursuit ofother business opportunities.*Our lack of control over a large part of our distributionnetwork could hurt our ability to grow our subscriber base.*As of December 31, 2005, we had nearly 260,000 distributionchannels, of which approximately 2,100 were our own stores orkiosks. We rely heavily upon independent agents, nationalretailers and the distribution channels of AT&T andBellSouth to sell our products and services. Many of thesedistributors also sell communications products and services ofother companies, and we cannot completely control the marketingmessages they use in their selling efforts or their preferencesto sell our products and services as opposed to those of ourcompetitors. As a result, our distribution channels may beineffective to a degree that we cannot directly address, whichcould hurt our ability to generate subscriber additions andmaximize revenues.*The potential impact of unionization and organizingactivities, which we expect will increase, could adverselyaffect our costs and results of operations.* All of ourbusinesses, excluding joint ventures, are subject to variousagreements with the CWA. These agreements contain provisionsrequiring us to maintain neutrality if the union conducts anorganizing campaign and requiring us to allow employees to voteto unionize by presenting authorization cards rather thanparticipating in a more difficult secret ballot processconducted by the National Labor Relations Board. In an effort togain recognition in the areas not already covered by a contract,union activity may increase. We believe that no other nationalwireless provider currently employs a unionized workforce to anysignificant extent. At the expiration of the CWA agreements, awork stoppage could prevent us from providing service to ourcustomers in the areas covered by the expired contracts andpossibly result in subscriber loss and a reduction in revenue.***Factors Relating to Our Industry****We may be adversely affected by the significant changes inthe wireless communications industry.* The wirelesscommunications industry is experiencing significant changes.These include evolving industry standards, ongoing improvementsin the capacity and quality of digital technology, shorterdevelopment cycles for new services, evolution to new 3Gstandards and changes in end-user needs and preferences. Also,alternative technologies are developing for the provision ofservices to subscribers that may provide wireless communicationsservices or alternative services superior to those availablefrom us. Accordingly, there can be no assurance thattechnological changes will not materially adversely affect us.*Industry growth could be affected by increased marketpenetration.* The penetration rate in the wirelesscommunications market is approximately 70%. Although this marketcontinues to grow, increased penetration could have the effectof slowing subscriber growth, and gross subscriber additions ofany carrier could increasingly have to be obtained from othercarriers’ churn. Currently, we believe that approximately70% of industry gross additions during 2005 were formerlysubscribers of another wireless carrier. If this conditioncontinues, we expect competition could intensify and oursubscriber growth could be increasingly dependent on reducingour churn rate.
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**CINGULAR WIRELESS LLC** **PART I****Item 1A.****Risk Factors***Our operating results, including our profit or loss, margins,and cash flow generation, may fluctuate on a quarterly basis,and may not be representative of our results for the fullyear.* The wireless industry, including our company, hasexperienced a trend of generating a significantly higher numberof subscriber additions in the fourth quarter of each year ascompared to the other three fiscal quarters. A number of factorscontribute to this trend, including the increasing use of retaildistribution, which is dependent upon the year-end holidayshopping season, the timing of new product and serviceannouncements and introductions, competitive pricing pressuresand aggressive marketing and promotions. Strong fourth quarterresults for subscriber additions may not continue for thewireless industry or for us. The number of our subscriberadditions in the fourth quarter could decline for a variety ofreasons, including our inability to match or beat pricing plansoffered by competitors, failure to adequately promote ourproducts, services and pricing plans, failure to have anadequate supply or selection of handsets or lower demand forwireless services. If in any year fourth quarter results fail tosignificantly improve upon subscriber additions from theyear’s previous quarters, this could adversely impact thegrowth of our subscriber base, which could limit revenue growthin subsequent periods.The revenues we generate from subscribers roaming on ournetwork, as well as the expenses we incur related to oursubscribers roaming on other carriers’ networks, fluctuateon a quarterly basis, with increases typically occurring duringthe summer months due to an increase in travel during theseperiods. These fluctuations may result in higher or lowerroaming revenues and expenses in any given quarter, therebyincreasing or decreasing our profit or loss for that quarter.Our capital expenditures vary due to the timing of networkexpansion, network upgrades and market launches. The timing ofour capital expenditures could impact the cash flow we generatein any given quarter and may not be representative of our cashflow for the full year. Our churn levels may fluctuate fromquarter to quarter depending on the number of expiring contractsor other factors. Our operating margins could fluctuate fromquarter to quarter, depending on marketing expenses, significantfluctuations in the number of new subscribers and our subscriberretention efforts.*Our operations are subject to substantial governmentregulation, which could significantly increase our costs andincrease subscriber churn.* Many aspects of our business areregulated to varying degrees by the FCC and some state and localregulatory agencies. The adoption or change of regulations couldsignificantly increase our costs and increase subscriber churn.For example, the FCC, together with the Federal AviationAdministration, regulates tower marking and lighting. Inaddition, the FCC and the states are increasingly looking to thewireless industry to fund various initiatives, includinguniversal service programs, local telephone number portability,services for the hearing-impaired and emergency911 networks. Furthermore, many states have imposedsignificant taxes on the wireless industry and are attempting toregulate consumer protection matters. We are also subject toenvironmental protection and health and safety regulation,including limits on radio frequency energy from wirelesshandsets and towers. The failure to comply with any of theseregulations, even if hardware and software solutions are notreadily available from manufacturers and suppliers, can resultin significant penalties.*A number of our FCC licenses to provide wireless services aresubject to renewal and potential revocation in the event that weviolate applicable laws.* A number of our licenses aresubject to renewal, generally some each year, upon theexpiration of the10-year period forwhich they are granted, and we cannot provide assurance that theFCC will renew them. If any of our licenses are forfeited orrevoked, we would not be able to provide service in that areaunless we contract to resell wireless services of anotherprovider, utilize roaming agreements or lease spectrum fromother carriers.*Concern about alleged health risks relating to radiofrequency energy may harm our prospects.* A number of studieshave been conducted to examine the health effects of wirelessphone use, and some persons have construed some of the studiesas indicating that wireless phone use causes adverse healtheffects or
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**CINGULAR WIRELESS LLC** **PART I****Item 1A.****Risk Factors**that wireless phones’ safety has not been established. Somemedia reports have also suggested that radio frequency energyfrom wireless handsets, accessories and cell sites may beassociated with various health problems, including cancer. Inaddition, lawsuits have been filed against us and otherparticipants in the wireless industry alleging actual andpotential adverse health consequences as a result of wirelessphone usage. Some of these lawsuits allege other related claims,including negligence, strict liability, conspiracy and themisrepresentation of or failure to disclose these alleged healthrisks. If consumers’ health concerns over radio frequencyenergy increase, they may be discouraged from using wirelesshandsets, and regulators may impose restrictions on the locationand operation of cell sites. These concerns could have anadverse effect on the wireless communications industry andexpose wireless providers to further litigation, which, even ifnot successful, can be costly to defend. Additional studies ofradio frequency energy are ongoing and new studies areanticipated. Any negative findings in these studies couldincrease the risks described above. In addition, an adverseoutcome or settlement in the existing and/or any furtherlitigation against us or any other provider of wireless servicescould have a material adverse effect on our results ofoperations, financial condition and/or prospects.*Equipment failure and disasters may adversely affect ouroperations.* A major equipment failure or a natural disaster,terrorist act or other breach of network or IT security thataffects our wireless telephone switching offices, microwavelinks, third-party owned local and long distance networks onwhich we rely, our cell sites or other equipment or the networksof other providers on which our customers roam could have amaterial adverse effect on our operations. While we haveinsurance coverage for some of these events, our inability tooperate our wireless system, even for a limited time period, mayresult in a loss of subscribers or impair our ability to attractnew subscribers, which would have a material adverse effect onour business, results of operations and financial condition.*The restricted supply of new telephone numbers could limit ordelay our growth in California and some other states.* Thesupply of new telephone numbers in some areas of theU.S. is near exhaustion due to rapidly growing customerdemand for additional numbers for wireless handsets and pagers,as well as for Internet access and private branch exchangesystems or private telephone networks used within enterprises.Many states have imposed restrictions on carriers’ accessto additional numbers, creating shortages and delay in obtainingneeded number resources. If we are unable to obtain a sufficientsupply of new telephone numbers, our ability to increase oursubscriber base would be adversely affected.***Factors Relating to Our Arrangements with AT&T and    BellSouth****AT&T and BellSouth may transfer their controllinginterests in us and cease to be subject to certain obligationsthat benefit us, including exclusivity provisions.* Under ourlimited liability company agreement and the stockholders’agreement among our Manager, AT&T and BellSouth, each ofAT&T and BellSouth will cease to be subject to many of therestrictions imposed on it that benefit and protect us, such asrestrictions on competition and acquisitions of other wirelessbusinesses, once its ownership interest falls below 10%.Although both AT&T and BellSouth are subject to a number oftransfer restrictions, each of them may, under the circumstancesdescribed in Item 13, “Certain Relationships andRelated Transactions — Our Limited Liability CompanyAgreement”, sell its interests in us and its common stockin our Manager to third parties, subject to a right of firstrefusal of the respective other party, or spin-off or split-offits interests in us or its stock in our Manager to itsshareholders. In addition, we may lose any competitive advantagewe currently gain from our agency relationships and servicebundling offerings with AT&T and BellSouth.*AT&T and BellSouth may compete with us in the areas offixed wireless voice and data services and may resell ourservices under their own brand names inside their serviceterritories after specified future dates.* AT&T andBellSouth have agreed in our limited liability company agreementto engage in the provision of
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**CINGULAR WIRELESS LLC** **PART I****Item 1A.****Risk Factors**U.S. mobile wireless voice and data services only throughus and our subsidiaries, but the agreement is subject tosignificant exceptions, including an exception that permits themto market and sell fixed wireless voice and fixed wireless dataservices and to market and sell wireless services in areas inwhich we, our subsidiaries or joint venture affiliates are notproviding Cingular-branded services pursuant to FCC licenses.AT&T and BellSouth engage in other competitive activities,such as Wi-Fi wireless data service. AT&T and BellSouth arepermitted to resell our services under their own brand namesoutside their service territories. In addition, if BellSouth orAT&T terminates its wireless agency agreement, it may resellour wireless services in its respective service territories.*The arrangements that we have with AT&T and BellSouthwere established at our formation, and may not be asadvantageous as similar agreements we negotiate withunaffiliated third parties.* We are subject to variousagreements with AT&T and BellSouth and their respectiveaffiliates that are material to the conduct of our business, andthey may cause us to enter into additional agreements with themin the future. For example, we have entered into agencyagreements with AT&T and BellSouth that include pricing andother terms. Although we believe that these agreements, as awhole, are as advantageous to us as those that could otherwisebe obtained, we have no independent verification that theseagreements are as advantageous as similar agreements wenegotiate with unaffiliated third parties.*Under the terms of agreements with AT&T and BellSouth,the scope of our potential business is limited, which could hurtthe growth of our business.* AT&T and BellSouth havedetermined that we may not enter into any business other thanU.S. and limited foreign mobile wireless voice and databusinesses. These restrictions could limit our ability to growour business through initiatives such as expansion intoadditional markets and acquisitions of wireless providers thatare also engaged in other businesses outside of our permittedactivities. These restrictions may also preclude us frompursuing other attractive related or unrelated businessopportunities.*AT&T and BellSouth control all important decisionsaffecting our governance and our operations and may fail toagree on important matters.* Under the terms of our limitedliability company agreement, our management is exclusivelyvested in our Manager. Both the board of directors and thestrategic review committee of our Manager are comprised of sixdirectors: three elected by AT&T and three elected byBellSouth. Substantially all important decisions of our Managermust be approved by its strategic review committee. It ispossible that the committee may be deadlocked regarding mattersthat are very important to us. Although deadlocks are to beresolved by the chief executive officers of AT&T andBellSouth, if they cannot agree, inaction or disputes mayresult, which could, among other things, result in us losingimportant opportunities.*AT&T and BellSouth may have conflicts of interest with usand with each other.* Conflicts of interest may arise betweenus and AT&T and BellSouth and with each other when facedwith decisions that could have different implications for us andAT&T or BellSouth, including technology decisions, financialbudgets, repayment of member loans from AT&T and BellSouth,the payment of distributions by us, business activities andother matters. They may also take action that favors theirbusinesses and the interests of their shareholders over ourwireless business and the interests of our debt holders. BecauseAT&T and BellSouth control us, conflicts of interest couldbe resolved in a manner adverse to us or our debt holders.Therefore, we may not always be able to use our resources in thebest interest of advancing our business. Any of these types ofconflicts could impede our relationship with our members, theirability to manage us efficiently or our ability to operate ourbusiness in the best interests of our security holders.********
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