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UNITEDSTATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.20549

FORM 10-K

(Mark One)

|        |                                                                                                                                 |
|--------|---------------------------------------------------------------------------------------------------------------------------------|
|   | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31,2004 |

OR

|        |                                                                                                                                                                                                                                                                                                                                                  |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | TRANSITION REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from                 to                     |

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COMMISSION FILE NUMBER:005-58523

ALAMOSA (DELAWARE), INC.

(Exact name of registrant as specified in itscharter)

|                                                             |  |                                     |  |  |  |  |
|-------------------------------------------------------------|--|-------------------------------------|--|--|--|--|
| DELAWARE                                                    |  | 75-2843707                          |
| (State orother jurisdiction ofincorporation ororganization) |  | (I.R.S. Employer IdentificationNo.) |
|                                                             |

5225 SOUTH LOOP 289, SUITE 120LUBBOCK, TEXAS 79424 (Address of principal executive offices,including zip code)

(806) 722-1100(Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of theAct:

|                                                               |  |                                     |  |  |  |  |
|---------------------------------------------------------------|--|-------------------------------------|--|--|--|--|
| Titleof Each Class                                            |  | Name of Exchange on WhichRegistered |
| ALAMOSA(DELAWARE), INC. 12 7/8% SENIOR DISCOUNT NOTESDUE 2010 |  | AMERICAN STOCKEXCHANGE              |
|                                                               |

Securities registered pursuant toSection 12(g) of the Act:   NONE

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Indicate by checkmark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90days.    YES      NO  

Indicate by check mark if disclosure of delinquentfilers pursuant to Item 405 of Regulation S-K is not contained herein,and will not be contained, to the best of registrant's knowledge,in definitive proxy or information statements incorporated by referencein Part III of this Form 10-K or any amendment to this Form 10-K.    

Indicate by check mark whether theregistrant is an accelerated filer (as defined in Rule 12b-2 of theAct).    YES        NO  

There is currently no public market for theregistrant's common stock.

As of March 23,2005, 100 shares of common stock, par value $.01 per share, of theregistrant were issued and outstanding.

Theregistrant meets the conditions set forth in General InstructionsI(1)(a) and I(1)(b) of Form 10-K and is filing this Form with thereduced disclosure format pursuant to General Instructions I(2)(b) andI(2)(c).

   

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TABLE OFCONTENTS

|            |  |                                                                                     |    |        |        |        |  |  |  |  |
|------------|--|-------------------------------------------------------------------------------------|----|--------|--------|--------|--|--|--|--|
|       |  |                                                                                |    | PAGE   |
| PARTI      |  |                                                                                |    |   |   |   |
| ITEM1.     |  | BUSINESS                                                                            |    |   | 2      |   |
| ITEM2.     |  | PROPERTIES                                                                          |    |   | 26     |   |
| ITEM3.     |  | LEGAL PROCEEDINGS                                                                   |    |   | 26     |   |
| ITEM4.     |  | SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS                                  |    |   | 28     |   |
| PARTII     |  |                                                                                |    |   |   |   |
| ITEM 5.    |  | MARKET FORREGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDERMATTERS                 |    |   | 28     |   |
| ITEM 6.    |  | SELECTEDFINANCIAL DATA                                                              |    |   | 28     |   |
| ITEM7.     |  | MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATION |    |   | 28     |   |
| ITEM7A.    |  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK                           |    |   | 49     |   |
| ITEM 8.    |  | FINANCIAL STATEMENTSAND SUPPLEMENTARY DATA                                          |    |   | 52     |   |
| ITEM9.     |  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTINGAND FINANCIAL DISCLOSURE |    |   | 52     |   |
| ITEM9A.    |  | CONTROLS AND PROCEDURES                                                             |    |   | 52     |   |
| ITEM9B.    |  | OTHER INFORMATION                                                                   |    |   | 52     |   |
| PARTIII    |  |                                                                                |    |   |   |   |
| ITEM 10.   |  | DIRECTORS ANDEXECUTIVE OFFICERS OF THE REGISTRANT                                   |    |   | 52     |   |
| ITEM11.    |  | EXECUTIVE COMPENSATION                                                              |    |   | 52     |   |
| ITEM12.    |  | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERSANDMANAGEMENT                        |    |   | 52     |   |
| ITEM13.    |  | CERTAIN RELATIONSHIPS AND RELATEDTRANSACTIONS                                       |    |   | 52     |   |
| ITEM 14.   |  | PRINCIPALACCOUNTING FEES AND SERVICES                                               |    |   | 53     |   |
| PARTIV     |  |                                                                                |    |   |   |   |
| ITEM 15.   |  | EXHIBITS ANDFINANCIAL STATEMENTSCHEDULE                                             |    |   | 54     |   |
| SIGNATURES |  |                                                                                | 55 |   |
|            |

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PART I

THIS ANNUAL REPORT CONTAINS FORWARD-LOOKING STATEMENTS

Thisannual report on Form 10-K includes "forward-lookingstatements" within the meaning of Section 27A of theSecurities Act of 1933, as amended (the "SecuritiesAct"), and Section 21E of the Securities Exchange Act of1934, as amended (the "Exchange Act"), whichcan be identified by the use of forward-looking terminology such as"may," "might,""could," "would,""believe,""expect," "intend,""plan," "seek,""anticipate,""estimate,""project" or"continue" or the negative thereof or othervariations thereon or comparable terminology. All statements other thanstatements of historical fact included in this annual report on Form10-K, including without limitation, the statements under"Item 1. Business" and "Item 7.Management's Discussion and Analysis of Financial Condition andResults of Operation" and located elsewhere hereinregarding our financial position and liquidity are forward-lookingstatements. These forward-looking statements alsoinclude:

|              |                                                 |
|--------------|-------------------------------------------------|
| •  | forecasts of populationgrowth in our territory; |

|              |                                                                                                                       |
|--------------|-----------------------------------------------------------------------------------------------------------------------|
| •  | statementsregarding our anticipated revenues, expense levels, liquidity andcapital resources and operating losses;and |

|              |                                                                                   |
|--------------|-----------------------------------------------------------------------------------|
| •  | statements regarding expectationsor projections about markets in our territories. |

Although webelieve that the expectations reflected in such forward-lookingstatements are reasonable, we can give no assurance that suchexpectations will prove to have been correct. Important factors withrespect to any such forward-looking statements, including certain risksand uncertainties that could cause actual results to differ materiallyfrom our expectations, include, but are not limitedto:

|              |                                               |
|--------------|-----------------------------------------------|
| •  | our dependence on our affiliationwith Sprint; |

|              |                                                                                                                                                   |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | the ability of Sprintto alter the terms of our affiliation agreements with it, includingfees paid or charged to us and other programrequirements; |

|              |                                                                 |
|--------------|-----------------------------------------------------------------|
| •  | our limited operatinghistory and anticipation of future losses; |

|              |                                                                                               |
|--------------|-----------------------------------------------------------------------------------------------|
| •  | our dependence on back office services,such as billing and customer care, provided by Sprint; |

|              |                                                          |
|--------------|----------------------------------------------------------|
| •  | inaccuracies in financial informationprovided by Sprint; |

|              |                                                 |
|--------------|-------------------------------------------------|
| •  | potentialfluctuations in our operating results; |

|              |                                                                                      |
|--------------|--------------------------------------------------------------------------------------|
| •  | our ability to predict future customergrowth, as well as other key operatingmetrics; |

|              |                                   |
|--------------|-----------------------------------|
| •  | changes or advances intechnology; |

|              |                                                            |
|--------------|------------------------------------------------------------|
| •  | competition in theindustry and markets in which weoperate; |

|              |                           |
|--------------|---------------------------|
| •  | subscriber creditquality; |

|              |                                                     |
|--------------|-----------------------------------------------------|
| •  | our ability to attract andretain skilled personnel; |

|              |                                                                                            |
|--------------|--------------------------------------------------------------------------------------------|
| •  | ourpotential need for additional capital or the need for refinancingexisting indebtedness; |

|              |                                                                                                                                                           |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | our potentialinability to expand our services and related products in the event ofsubstantial increases in demand for these services and relatedproducts; |

|              |                                                                        |
|--------------|------------------------------------------------------------------------|
| •  | our inability to predictthe outcome of potentially materiallitigation; |

|              |                                                                   |
|--------------|-------------------------------------------------------------------|
| •  | the potential impact ofwireless local number portability("WLNP"); |

|              |                                  |
|--------------|----------------------------------|
| •  | changesin government regulation; |

|              |                     |
|--------------|---------------------|
| •  | futureacquisitions; |

|              |                                              |
|--------------|----------------------------------------------|
| •  | general economic andbusiness conditions; and |

|              |                                                                                                                                                                                          |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | effects ofmergers and consolidations within the wireless telecommunicationsindustry and unexpected announcements or developments from others inthe wireless telecommunications industry. |

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All subsequent written and oralforward-looking statements attributable to us or persons acting on ourbehalf are expressly qualified in their entirety by the cautionarystatements set forth above.

ITEM 1.    BUSINESS.

Forconvenience in this annual report, unless indicated otherwise,"Company," "we,""us," and "our"refer to Alamosa (Delaware), Inc. and its subsidiaries."Alamosa Holdings" refers exclusively to ourparent company, Alamosa Holdings, Inc. "SprintPCS" refers to Sprint Communications Company, L.P., SprintSpectrum L.P. and WirelessCo, L.P. "Sprint"refers to Sprint Corporation and its affiliates, including Sprint PCS.Statements in this annual report regarding Sprint or Sprint PCS arederived from information contained in our agreements with Sprint,periodic reports and other documents filed by Sprint and SprintSpectrum L.P. with the U.S. Securities and Exchange Commission("SEC") or press releases issued by Sprint. A"PCS Affiliate of Sprint" is an entity whosesole or predominant business is operating (directly or through one ormore subsidiaries) a personal communications service business pursuantto affiliation agreements with Sprint Spectrum L.P. and/or itsaffiliates, or their successors. "Sprint PCS products andservices" refer to digital wireless personalcommunications services, including wireless voice and data services,and related retail products, including handsets, in any case, offeredunder the Sprint brand name.

References in this annual report onForm 10-K to us as a provider of wireless personal communicationsservices or similar phrases generally refer to our building, owning andmanaging our portion of the PCS network of Sprint pursuant to ouraffiliation agreements with Sprint. Sprint holds the spectrum licensesand controls the network through its agreements with us.

Allreferences contained in this annual report on Form 10-K to residentpopulation ("POPs") are based on year-end2000 population counts compiled by the U.S. Census Bureau adjusted forannual population growth rate estimates provided to us by Sprint.

Overview

We are a PCS Affiliate of Sprint and awholly-owned subsidiary of Alamosa Holdings. As of December 31, 2004,we had the exclusive right to provide wireless mobility communicationsnetwork services under the Sprint brand name in a territoryencompassing over 15.8 million residents primarily located in portionsof Texas, New Mexico, Arizona, Colorado, Wisconsin, Arkansas, Illinois,Oklahoma, Kansas, Missouri, Washington and Oregon. For the year endedDecember 31, 2004, we generated $803 million in revenue, $132 millionin cash flows from operating activities and reported a net loss of $17million. As of December 31, 2004, we had approximately 915,000subscribers.

We launched Sprint wireless services in our firstmarket in June 1999 and, as of December 31, 2004, operated in the 88basic trading areas ("BTAs") assigned to usunder our affiliation agreements with Sprint PCS. At December 31, 2004,our network covered approximately 12.9 million POPs, or approximately81% of the total POPs in our markets. The number of residentscovered by our network does not represent the number of wirelesssubscribers that we serve or expect to serve in our territory. SprintPCS, along with its PCS Affiliates, operates a 100% digital,100% PCS nationwide wireless network in the United States withlicenses to provide services to an area consisting of more than 280million POPs. Like Sprint PCS, we utilize code division multiple access("CDMA") technology across our portion of thePCS Network of Sprint.

On February 15, 2005, Alamosa Holdingscompleted its acquisition of AirGate PCS, Inc.("AirGate"). AirGate is a PCS Affiliate ofSprint and has the right to provide wireless communications servicesunder the Sprint brand name in its licensed territory, which includesmost of the state of South Carolina, parts of North Carolina and theeastern Georgia cities of Augusta and Savannah. As of December 31,2004, AirGate's licensed territory had a total population of 7.4million residents, of which its network covered 6.1 million residents.As of December 31, 2004, AirGate had approximately 400,000 subscribers.AirGate is a direct wholly-owned subsidiary of Alamosa Holdings and asister company to us.

Subsequent to Alamosa Holdings'acquisition of AirGate in February 2005, the consolidated AlamosaHoldings group has a licensed territory encompassing over 23 millionresidents. Within this 

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territory, the combined company providescoverage to approximately 19 million POPs. Combined subscribers as ofDecember 31, 2004 were approximately 1.3 million. The acquisition ofAirGate by Alamosa Holdings will be accounted for as a purchase and theresults of operations of AirGate will be included in AlamosaHoldings' consolidated results of operations from the date ofacquisition.

Our Background

Alamosa (Delaware), Inc.("Alamosa (Delaware)") (formerly known asAlamosa PCS Holdings, Inc.) was formed in October 1999 to operate as aholding company and closed its initial public offering in February2000. On December 14, 2000, Alamosa (Delaware) formed a new holdingcompany and became a wholly-owned subsidiary of the new holdingcompany, which was named Alamosa PCS Holdings, Inc.("Alamosa PCS Holdings").

AlamosaHoldings was formed in July 2000 to operate as a holding company. OnFebruary 14, 2001, Alamosa Sub I, Inc., a wholly-owned subsidiary ofAlamosa Holdings, merged with and into Alamosa PCS Holdings, withAlamosa PCS Holdings surviving the merger and becoming AlamosaHoldings' wholly-owned subsidiary. Each share of Alamosa PCSHoldings common stock issued and outstanding immediately prior to themerger was converted into the right to receive one share of AlamosaHoldings' common stock. We are a direct wholly-owned subsidiaryof Alamosa PCS Holdings and an indirect wholly owned subsidiary ofAlamosa Holdings.

During the first quarter of 2001, we completedacquisitions of three PCS Affiliates of Sprint. We acquired RobertsWireless Communications, L.L.C. ("Roberts")and Washington Oregon Wireless, LLC ("WOW")on February 14, 2001. We acquired Southwest PCS Holdings, Inc.("Southwest PCS") on March 30, 2001.

Our Relationship with Sprint

Sprint PCS, along with its PCSAffiliates, operates the largest 100% digital, 100% PCSnationwide wireless network in the United States with licenses toprovide services to an area consisting of more than 280 millionresidents. The PCS network of Sprint uses CDMA technology nationwide.Sprint directly operates its PCS network in major markets throughoutthe United States and has entered into independent agreements withvarious companies such as us, under which each has become a PCSAffiliate of Sprint and has agreed to construct and manage PCS networksin smaller metropolitan areas and along major highways designed tooperate seamlessly with the nationwide PCS network of Sprint.

Pursuant to our affiliation agreements with Sprint PCS, we agreed toprovide network coverage to a minimum percentage of the POPs in ourterritory within specified time periods. We believe we are incompliance with our network build-out requirements and SprintPCS' other program requirements. The build-out of our territoryhas significantly extended Sprint PCS wireless coverage in theSouthwestern, Northwestern and Midwestern regions of the UnitedStates.

We believe that our affiliation with Sprint PCS allowsus to offer high quality, branded wireless voice and data services fora lower cost and lower capital requirements than would otherwise bepossible and to also benefit from SprintPCS':

|              |                                                                                                                                                                                                    |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Marketing –We market Sprint PCS products and services through SprintPCS' existing relationships with major national retailers underthe highly recognizable Sprint and Sprint PCS brandnames. |

|              |                                                                                                                                              |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------|
| •  | National Network –Our subscribers can immediately access Sprint PCS' nationalnetwork, which includes over 300 major metropolitanareas. |

|              |                                                                                                                                                                                                                            |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Advanced Technology– We believe that the CDMA technology used in our networkoffers advantages in capacity and voice quality, as well as access toadvanced features such as Sprint PCS' suite of "PCSVision"products. |

|              |                                                                                                                                                                                         |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Handset Availabilityand Pricing – Sprint PCS' purchasing leverage allowsus to acquire handsets more quickly and at a lower cost than we couldwithout our affiliation with Sprint. |

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|              |                                                                                                                                                                                                                                                              |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | NationalReseller Agreements – We receive additional revenue as aresult of Sprint PCS' relationships with wireless resellers,including Virgin Mobile and Qwest Wireless, when customers of thoseresellers use our portion of the PCS network of Sprint. |

Markets

We believe we operate in highly attractive markets.We believe our markets are attractive for a number of reasons:

|              |                                                                                                                                                                                                                                          |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Fewer Competitors Market-by-Market– Because we operate in less populated markets, we believethat we face fewer competitors in most markets in our territory thanwireless providers that operate in more urban areas typicallyface. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Proximity to Large U.S.Urban Centers – Our territory is located near or aroundseveral large U.S. urban centers, including Dallas, Denver, KansasCity, Milwaukee, Minneapolis, Oklahoma City, Phoenix, Portland, St.Louis, San Antonio, Seattle, Tulsa and Wichita. This has led to afavorable ratio of wireless subscribers based outside of our territoryusing our portion of the PCS network of Sprint as compared to oursubscribers using wireless communications networks outside ourterritory. |

|              |                                                                                                                                                                                                                                                                                                                   |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Attractive Roaming andTravel Characteristics – Given the rural nature of many ofour markets and our extensive coverage of the major and secondaryhighways in our markets, we have consistently received significantroaming revenue from wireless subscribers using our portion of the PCSnetwork of Sprint. |

|              |                                                                                                                                                  |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | HighPopulation Growth Markets – The overall population growth inour territory has been above the national average over the past fiveyears. |

The following table lists the location, BTA number,megahertz ("MHz") of spectrum and estimatedtotal residents for each of the BTAs that comprise our territory underour affiliation agreements with Sprint PCS as of December 31, 2004. Thenumber of estimated covered residents does not represent the number ofwireless subscribers that we expect to be based in ourterritory.

|                                |  |           |        |                 |  |                       |        |                          |  |        |         |        |  |        |         |        |  |  |
|--------------------------------|--|-----------|--------|-----------------|--|-----------------------|--------|--------------------------|--|--------|---------|--------|--|--------|---------|--------|--|--|
| LOCATION                       |  | BTANO.(1) |        | MHZ OF SPECTRUM |  | ESTIMATEDTOTALPOPs(2) |        | ESTIMATEDCOVEREDPOPs (3) |
| ARKANSAS                       |  |      |   |            |  |                  |   |                     |  |   |    |   |  |   |    |   |
| Fayetteville-Springdale-Rogers |  |      | 140    |            |  |                  | 30     |                     |  |   | 346,200 |   |  |   |    |   |
| FortSmith                      |  |      | 153    |            |  |                  | 30     |                     |  |   | 331,600 |   |  |   |    |   |
| LittleRock(4)                  |  |      | 257    |            |  |                  | 30     |                     |  |   | 15,700  |   |  |   |    |   |
| Russellville                   |  |      | 387    |            |  |                  | 30     |                     |  |   | 100,400 |   |  |   |    |   |
|                           |  |      |   |            |  |                  |   |                     |  |   | 793,900 |   |  |   | 646,900 |   |
| ARIZONA                        |  |      |   |            |  |                  |   |                     |  |   |    |   |  |   |    |   |
| Flagstaff                      |  |      | 144    |            |  |                  | 30     |                     |  |   | 119,700 |   |  |   |    |   |
| LasVegas, NV (Arizona side)(4) |  |      | 245    |            |  |                  | 30     |                     |  |   | 157,100 |   |  |   |    |   |
| Prescott                       |  |      | 362    |            |  |                  | 30     |                     |  |   | 181,800 |   |  |   |    |   |
| Phoenix(4)                     |  |      | 347    |            |  |                  | 30     |                     |  |   | 110,500 |   |  |   |    |   |
| SierraVista-Douglas            |  |      | 420    |            |  |                  | 30     |                     |  |   | 121,000 |   |  |   |    |   |
| Tucson(4)                      |  |      | 447    |            |  |                  | 30     |                     |  |   | 2,000   |   |  |   |    |   |
| Yuma                           |  |      | 486    |            |  |                  | 30     |                     |  |   | 169,900 |   |  |   |    |   |
|                           |  |      |   |            |  |                  |   |                     |  |   | 862,000 |   |  |   | 658,600 |   |
| CALIFORNIA                     |  |      |   |            |  |                  |   |                     |  |   |    |   |  |   |    |   |
| ElCentro-Calexico              |  |      | 124    |            |  |                  | 30     |                     |  |   | 151,500 |   |  |   |    |   |
| SanDiego(4)                    |  |      | 402    |            |  |                  | 30     |                     |  |   | 1,000   |   |  |   |    |   |
|                           |  |      |   |            |  |                  |   |                     |  |   | 152,500 |   |  |   | 149,400 |   |
| COLORADO                       |  |      |   |            |  |                  |   |                     |  |   |    |   |  |   |    |   |
| ColoradoSprings(4)             |  |      | 89     |            |  |                  | 30     |                     |  |   | 1,300   |   |  |   |    |   |
| Farmington,NM-Durango,CO       |  |      | 139    |            |  |                  | 20     |                     |  |   | 217,100 |   |  |   |    |   |
|                                |

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|                        |  |           |        |                 |  |                       |        |                          |  |        |           |        |  |        |           |        |  |  |
|------------------------|--|-----------|--------|-----------------|--|-----------------------|--------|--------------------------|--|--------|-----------|--------|--|--------|-----------|--------|--|--|
| LOCATION               |  | BTANO.(1) |        | MHZ OF SPECTRUM |  | ESTIMATEDTOTALPOPs(2) |        | ESTIMATEDCOVEREDPOPs (3) |
| GrandJunction          |  |      | 168    |            |  |                  | 30     |                     |  |   | 257,500   |   |  |   |      |   |
| Pueblo                 |  |      | 366    |            |  |                  | 30     |                     |  |   | 320,100   |   |  |   |      |   |
|                   |  |      |   |            |  |                  |   |                     |  |   | 796,000   |   |  |   | 464,300   |   |
| ILLINOIS               |  |      |   |            |  |                  |   |                     |  |   |      |   |  |   |      |   |
| Carbondale-Marion      |  |      | 67     |            |  |                  | 30     |                     |  |   | 214,800   |   |  |   | 150,200   |   |
| KANSAS                 |  |      |   |            |  |                  |   |                     |  |   |      |   |  |   |      |   |
| Pittsburgh-Parsons     |  |      | 349    |            |  |                  | 30     |                     |  |   | 92,100    |   |  |   |      |   |
| Emporia                |  |      | 129    |            |  |                  | 30     |                     |  |   | 47,900    |   |  |   |      |   |
| Hutchinson(4)          |  |      | 200    |            |  |                  | 30     |                     |  |   | 29,600    |   |  |   |      |   |
| Manhattan-JunctionCity |  |      | 275    |            |  |                  | 30     |                     |  |   | 117,300   |   |  |   |      |   |
| Salina                 |  |      | 396    |            |  |                  | 30     |                     |  |   | 143,800   |   |  |   |      |   |
|                   |  |      |   |            |  |                  |   |                     |  |   | 430,700   |   |  |   | 274,400   |   |
| MINNESOTA              |  |      |   |            |  |                  |   |                     |  |   |      |   |  |   |      |   |
| LaCrosse, WI-Winona,MN |  |      | 234    |            |  |                  | 30     |                     |  |   | 324,100   |   |  |   |      |   |
| Minneapolis-St.Paul(4) |  |      | 298    |            |  |                  | 30     |                     |  |   | 85,200    |   |  |   |      |   |
|                   |  |      |   |            |  |                  |   |                     |  |   | 409,300   |   |  |   | 259,200   |   |
| MISSOURI               |  |      |   |            |  |                  |   |                     |  |   |      |   |  |   |      |   |
| CapeGirardeau-Sikeston |  |      | 66     |            |  |                  | 30     |                     |  |   | 190,200   |   |  |   |      |   |
| Columbia               |  |      | 90     |            |  |                  | 30     |                     |  |   | 220,200   |   |  |   |      |   |
| JeffersonCity          |  |      | 217    |            |  |                  | 30     |                     |  |   | 167,100   |   |  |   |      |   |
| Kirksville             |  |      | 230    |            |  |                  | 30     |                     |  |   | 57,400    |   |  |   |      |   |
| PoplarBluff            |  |      | 355    |            |  |                  | 30     |                     |  |   | 154,500   |   |  |   |      |   |
| Quincy,IL-Hannibal     |  |      | 367    |            |  |                  | 30     |                     |  |   | 185,700   |   |  |   |      |   |
| Rolla                  |  |      | 383    |            |  |                  | 30     |                     |  |   | 105,400   |   |  |   |      |   |
| St.Joseph              |  |      | 393    |            |  |                  | 30     |                     |  |   | 196,900   |   |  |   |      |   |
| Sedalia                |  |      | 414    |            |  |                  | 30     |                     |  |   | 80,500    |   |  |   |      |   |
| Springfield            |  |      | 428    |            |  |                  | 30     |                     |  |   | 682,400   |   |  |   |      |   |
| WestPlains             |  |      | 470    |            |  |                  | 30     |                     |  |   | 78,300    |   |  |   |      |   |
| KansasCity(4)          |  |      | 226    |            |  |                  | 30     |                     |  |   | 16,700    |   |  |   |      |   |
|                   |  |      |   |            |  |                  |   |                     |  |   | 2,135,300 |   |  |   | 1,580,100 |   |
| NEWMEXICO              |  |      |   |            |  |                  |   |                     |  |   |      |   |  |   |      |   |
| Albuquerque            |  |      | 8      |            |  |                  | 20     |                     |  |   | 851,500   |   |  |   |      |   |
| Carlsbad               |  |      | 68     |            |  |                  | 10     |                     |  |   | 51,700    |   |  |   |      |   |
| Clovis                 |  |      | 87     |            |  |                  | 30     |                     |  |   | 76,000    |   |  |   |      |   |
| Gallup                 |  |      | 162    |            |  |                  | 10     |                     |  |   | 146,000   |   |  |   |      |   |
| Hobbs                  |  |      | 191    |            |  |                  | 30     |                     |  |   | 55,500    |   |  |   |      |   |
| Roswell                |  |      | 386    |            |  |                  | 10     |                     |  |   | 82,300    |   |  |   |      |   |
| SantaFe                |  |      | 407    |            |  |                  | 20     |                     |  |   | 225,900   |   |  |   |      |   |
| LasCruces              |  |      | 244    |            |  |                  | 10     |                     |  |   | 258,400   |   |  |   |      |   |
|                   |  |      |   |            |  |                  |   |                     |  |   | 1,747,300 |   |  |   | 1,482,800 |   |
| OKLAHOMA               |  |      |   |            |  |                  |   |                     |  |   |      |   |  |   |      |   |
| Joplin,MO-Miami        |  |      | 220    |            |  |                  | 30     |                     |  |   | 251,000   |   |  |   |      |   |
| Ada                    |  |      | 4      |            |  |                  | 30     |                     |  |   | 54,300    |   |  |   |      |   |
| Ardmore                |  |      | 19     |            |  |                  | 30     |                     |  |   | 91,500    |   |  |   |      |   |
| Bartlesville           |  |      | 31     |            |  |                  | 30     |                     |  |   | 49,100    |   |  |   |      |   |
| Enid                   |  |      | 130    |            |  |                  | 30     |                     |  |   | 85,700    |   |  |   |      |   |
| Lawton-Duncan          |  |      | 248    |            |  |                  | 30     |                     |  |   | 181,300   |   |  |   |      |   |
| McAlester              |  |      | 267    |            |  |                  | 30     |                     |  |   | 55,100    |   |  |   |      |   |
| Muskogee               |  |      | 311    |            |  |                  | 30     |                     |  |   | 166,500   |   |  |   |      |   |
| OklahomaCity(4)        |  |      | 329    |            |  |                  | 30     |                     |  |   | 418,300   |   |  |   |      |   |
| PoncaCity              |  |      | 354    |            |  |                  | 30     |                     |  |   | 49,800    |   |  |   |      |   |
| Stillwater             |  |      | 433    |            |  |                  | 30     |                     |  |   | 80,000    |   |  |   |      |   |
| Tulsa(4)               |  |      | 448    |            |  |                  | 30     |                     |  |   | 192,200   |   |  |   |      |   |
|                   |  |      |   |            |  |                  |   |                     |  |   | 1,674,800 |   |  |   | 1,515,400 |   |
|                        |

5

----

|                                   |  |           |        |                 |  |                       |        |                          |  |        |            |        |  |        |            |        |  |  |
|-----------------------------------|--|-----------|--------|-----------------|--|-----------------------|--------|--------------------------|--|--------|------------|--------|--|--------|------------|--------|--|--|
| LOCATION                          |  | BTANO.(1) |        | MHZ OF SPECTRUM |  | ESTIMATEDTOTALPOPs(2) |        | ESTIMATEDCOVEREDPOPs (3) |
| OREGON                            |  |      |   |            |  |                  |   |                     |  |   |       |   |  |   |       |   |
| Bend                              |  |      | 38     |            |  |                  | 30     |                     |  |   | 166,400    |   |  |   |       |   |
| CoosBay-NorthBend                 |  |      | 97     |            |  |                  | 30     |                     |  |   | 84,700     |   |  |   |       |   |
| KlamathFalls                      |  |      | 231    |            |  |                  | 30     |                     |  |   | 81,700     |   |  |   |       |   |
| Medford-GrantsPass                |  |      | 288    |            |  |                  | 30     |                     |  |   | 266,200    |   |  |   |       |   |
| Portland(4)                       |  |      | 358    |            |  |                  | 30     |                     |  |   | 82,600     |   |  |   |       |   |
| Roseburg                          |  |      | 385    |            |  |                  | 30     |                     |  |   | 101,200    |   |  |   |       |   |
| WallaWalla, WA-Pendleton,OR       |  |      | 460    |            |  |                  | 30     |                     |  |   | 178,600    |   |  |   |       |   |
|                              |  |      |   |            |  |                  |   |                     |  |   | 961,400    |   |  |   | 733,000    |   |
| TEXAS                             |  |      |   |            |  |                  |   |                     |  |   |       |   |  |   |       |   |
| EaglePass-DelRio                  |  |      | 121    |            |  |                  | 30     |                     |  |   | 121,100    |   |  |   |       |   |
| ElPaso                            |  |      | 128    |            |  |                  | 20     |                     |  |   | 766,500    |   |  |   |       |   |
| Laredo                            |  |      | 242    |            |  |                  | 30     |                     |  |   | 232,400    |   |  |   |       |   |
| WichitaFalls                      |  |      | 473    |            |  |                  | 30     |                     |  |   | 224,000    |   |  |   |       |   |
| Abilene                           |  |      | 3      |            |  |                  | 30     |                     |  |   | 263,500    |   |  |   |       |   |
| Amarillo                          |  |      | 13     |            |  |                  | 30     |                     |  |   | 416,500    |   |  |   |       |   |
| BigSpring                         |  |      | 40     |            |  |                  | 30     |                     |  |   | 36,100     |   |  |   |       |   |
| Lubbock                           |  |      | 264    |            |  |                  | 30     |                     |  |   | 411,100    |   |  |   |       |   |
| Midland                           |  |      | 296    |            |  |                  | 30     |                     |  |   | 122,000    |   |  |   |       |   |
| Odessa                            |  |      | 327    |            |  |                  | 30     |                     |  |   | 210,000    |   |  |   |       |   |
| SanAngelo                         |  |      | 400    |            |  |                  | 30     |                     |  |   | 162,600    |   |  |   |       |   |
|                              |  |      |   |            |  |                  |   |                     |  |   | 2,965,800  |   |  |   | 2,751,100  |   |
| WASHINGTON                        |  |      |   |            |  |                  |   |                     |  |   |       |   |  |   |       |   |
| Kennewick-Pasco-Richland          |  |      | 228    |            |  |                  | 30     |                     |  |   | 199,800    |   |  |   |       |   |
| Wenatchee                         |  |      | 468    |            |  |                  | 30     |                     |  |   | 222,500    |   |  |   |       |   |
| Yakima                            |  |      | 482    |            |  |                  | 30     |                     |  |   | 263,500    |   |  |   |       |   |
|                              |  |      |   |            |  |                  |   |                     |  |   | 685,800    |   |  |   | 575,900    |   |
| WISCONSIN                         |  |      |   |            |  |                  |   |                     |  |   |       |   |  |   |       |   |
| Appleton-Oshkosh                  |  |      | 18     |            |  |                  | 20     |                     |  |   | 461,200    |   |  |   |       |   |
| EauClaire                         |  |      | 123    |            |  |                  | 30     |                     |  |   | 197,400    |   |  |   |       |   |
| FondduLac                         |  |      | 148    |            |  |                  | 20     |                     |  |   | 98,100     |   |  |   |       |   |
| GreenBay                          |  |      | 173    |            |  |                  | 20     |                     |  |   | 362,600    |   |  |   |       |   |
| Madison(4)                        |  |      | 272    |            |  |                  | 20     |                     |  |   | 147,100    |   |  |   |       |   |
| Manitowoc                         |  |      | 276    |            |  |                  | 20     |                     |  |   | 83,100     |   |  |   |       |   |
| Milwaukee(4)                      |  |      | 297    |            |  |                  | 30     |                     |  |   | 87,300     |   |  |   |       |   |
| Sheboygan                         |  |      | 417    |            |  |                  | 20     |                     |  |   | 113,600    |   |  |   |       |   |
| StevensPoint-Marshfield-Wisconsin |  |      |   |            |  |                  |   |                     |  |   |       |   |  |   |       |   |
|     Rapids    |  |      | 432    |            |  |                  | 30     |                     |  |   | 217,400    |   |  |   |       |   |
| Wausau-Rhinelander                |  |      | 466    |            |  |                  | 30     |                     |  |   | 247,700    |   |  |   |       |   |
|                              |  |      |   |            |  |                  |   |                     |  |   | 2,015,500  |   |  |   | 1,633,500  |   |
| TOTAL                             |  |      |   |            |  |                  |   |                     |  |   | 15,845,100 |   |  |   | 12,874,800 |   |
|                                   |

|     |                                                                                                                                                                                                          |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (1) | BTANo. refers to the basic trading area number assigned to that market bythe Federal Communications Commission (in alphabetical order by name)for the purposes of issuing licenses for wirelessservices. |

|     |                                                                                                                                                                                      |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Estimatedtotal POPs is based on estimates of 2000 population counts compiled bythe U.S. Census Bureau adjusted by published population growth rateestimates provided to us bySprint. |

|     |                                                                                                                                                                                                                                      |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (3) | Estimatedcovered POPs is based on our actual network coverage (neg 103db) usingestimates of 2000 population counts compiled by the U.S. Census Bureauadjusted by published population growth rate estimates provided to usby Sprint. |

|     |                                                                                                                                                                              |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (4) | Total POPsand covered POPs for these markets reflect only those POPs contained inour licensed territory within the BTA, not the total POPs or coveredPOPs in the entire BTA. |

6

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Network Operations

The effectiveoperation of our portion of the PCS network of Sprint requires:

|              |                                                   |
|--------------|---------------------------------------------------|
| •  | public switched and long distanceinterconnection; |

|              |                                                |
|--------------|------------------------------------------------|
| •  | the implementationof roaming arrangements; and |

|              |                                               |
|--------------|-----------------------------------------------|
| •  | thedevelopment of network monitoring systems. |

Our portion of thePCS network of Sprint connects to the public switched telephone networkto facilitate the origination and termination of traffic between thewireless network and both local exchange and long distance carriers.Through our arrangements with Sprint and Sprint's arrangementswith other wireless service providers, our subscribers have roamingcapabilities on certain other PCS networks utilizing similar CDMAtechnology. We monitor our portion of the PCS network of Sprint duringnormal business hours. For after-hours monitoring, the PCS NetworkOperating Centers of Sprint provide 24 hours, seven days a weekmonitoring of our portion of the PCS network of Sprint and real-timenotification to our designated personnel.

As of December 31,2004, our portion of the PCS network of Sprint included 1,837 basestations and nine switching centers.

Products and Services

We offer wireless voice and data products and services throughoutour territories under the Sprint brand name. Our services are typicallydesigned to align with the service offerings of Sprint PCS and tointegrate with the PCS network of Sprint. The PCS service packages wecurrently offer include the following:

100% DigitalWireless Network with Service Across the Country – We arepart of the largest 100% digital wireless personalcommunications services network in the country. Our customers mayaccess PCS services from Sprint throughout the PCS network of Sprint,which includes over 300 major metropolitan areas across the UnitedStates. Dual-band/dual-mode or tri-mode handsets allow roaming on otherwireless networks where Sprint has roaming agreements.

ThirdGeneration Services – We believe CDMA technology allowsexisting CDMA networks to be upgraded to the next generation in atimely and cost efficient manner. We, along with Sprint, launched thirdgeneration ("3G") capability in our marketsin the third quarter of 2002 with the implementation of one time radiotransmission technology or 1XRTT. This capability allows more efficientutilization of our network when voice calls are made using 3G-enabledhandsets. It also provides enhanced data services. PCS Vision isSprint's suite of products designed to utilize 3G services andallows our subscribers to use their PCS Vision-enabled devices to checke-mail, take and receive pictures, play games with full-color graphicsand polyphonic sounds and browse the Internet wirelessly with speeds ofup to 144 kilobits per-second with average throughput speeds in therange of 50-70 kilobits per second. Sprint has recently announced itsplans to implement Evolution Data Only("EvDO") technology in portions of its PCSnetwork. EvDO is the next evolution in CDMA 3G technology which willallow for transmission of data at increased speeds. Implementation ofEvDO is not a program requirement as defined in our agreements withSprint and we intend to evaluate the results experienced by Sprint todetermine the extent and timing of implementation of EvDO in ourportion of the PCS network of Sprint.

Clear Pay/AccountSpending Limit – Under the PCS service plans of Sprint,customers who do not meet certain credit criteria can neverthelessselect any plan offered subject to an account spending limit("ASL") to control credit exposure. Prior toMay 2001, these customers were required to make a deposit ranging from$125 to $200 that could be credited against future billings. In May2001, the deposit requirement was eliminated on certain credit classesunder the No Deposit ASL ("NDASL") program,which was subsequently renamed Clear Pay. From May 2001 to February2002, a majority of our customer additions were under the ClearPay/NDASL program. On February 24, 2002, we along with certain otherPCS Affiliates of Sprint, reinstated the deposit requirement forcertain credit classes that was in place prior to May 2001 in an effortto limit our exposure to bad debt relative to these 

7

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credit classes. This new program is referredto as Clear Pay II and is not a national Sprint program. Since theimplementation of Clear Pay II in February 2002 we initiallyexperienced a decline in customer additions, but the volume of andcredit quality of additions has improved.

Other Services– In addition to these services, we may also offer wirelesslocal loop services in our territories, but only where Sprint is not alocal exchange carrier. Wireless local loop is a wireless substitutefor the landline-based telephones in homes and businesses. We alsobelieve that new features and services will be developed on the PCSnetwork of Sprint to take advantage of CDMA technology. Sprint conductsongoing research and development to produce innovative services thatare intended to give Sprint and PCS Affiliates of Sprint a competitiveadvantage. We may incur additional expenses in modifying our technologyto provide these additional features and services.

Roaming

Sprint PCS Roaming – Sprint PCS roaming includes bothinbound roaming, when Sprint wireless subscribers based outside of ourterritory use our portion of the PCS network of Sprint, and outboundroaming, when our subscribers use the PCS network of Sprint outside ofour territory. We have a reciprocal per minute fee with Sprint forinbound and outbound Sprint PCS roaming. The reciprocal rate, whichinitially was 20 cents per minute, has been periodically reduced bySprint and is currently 5.8 cents per minute. We have negotiated anagreement with Sprint whereby the rate is fixed at the current 5.8cents per minute rate through December 31, 2006. Thereafter, the ratewill be calculated based upon a predetermined formula specified in ouraffiliation agreements with Sprint PCS. Our ratio of inbound tooutbound roaming minutes with Sprint was approximately 1.16 to 1 in2004 and is expected to decline to approximately 1 to 1 over time.Sprint PCS roaming revenue is not subject to the 8% affiliationfee that Sprint retains on revenues billed to subscribers based in ourterritory.

In addition to the reciprocal per minute fee for theSprint PCS roaming discussed above, we also recognize roaming revenueand expense related to data usage from PCS Vision services whenwireless subscribers are using such services outside of their hometerritory. We recognize revenue when a wireless subscriber basedoutside of our territory uses PCS Vision data services on our portionof the PCS network of Sprint, and we recognize expense when oursubscribers use such services on the PCS network of Sprint outside ofour territory. This roaming activity is settled on a per-kilobit("Kb") basis at a rate that was initially setat $0.0055 per Kb through December 31, 2002. For 2003, this rate was$0.0014 per Kb. We have negotiated an agreement with Sprint PCS wherebythe rate for 2004 was set at $0.0020 per Kb and the rate will remain at$0.0020 per Kb through December 31, 2006. Thereafter the rate will becalculated based upon a predetermined formula specified in ouraffiliation agreements with Sprint PCS.

Non-Sprint PCSRoaming – Non-Sprint PCS roaming includes both inboundnon-Sprint PCS roaming, when non-Sprint PCS subscribers use our portionof the PCS network of Sprint, and outbound non-Sprint PCS roaming, whenour subscribers use a non-Sprint PCS network. Sprint negotiates theroaming agreements with these other wireless service providers. Thesewireless service providers must pay fees for their subscribers'use of our network, and as part of our revenues, we are entitled to92% of these fees. Currently, pursuant to our servicesagreements with Sprint PCS, Sprint bills these wireless serviceproviders for these roaming fees and passes our portion of the fees tous. When another wireless service provider provides service to one ofour subscribers, we pay outbound non-Sprint PCS roaming fees. SprintPCS then bills our subscriber for use of that provider's networkat rates specified in their contract and pays us 100% of thisoutbound non-Sprint PCS roaming revenue collected from that subscriberon a monthly basis. We bear the collection risk for all service.

Reseller Agreements – We also recognize revenue fromsubscribers of various wholesale resellers of personal communicationsservices such as Virgin Mobile and Qwest Wireless when thosesubscribers use our portion of the PCS network of Sprint. Thesereseller agreements are negotiated by Sprint, and we receive aper-minute rate for each minute that the subscribers of these resellersuse our portion of the PCS network of Sprint. These subscribers may bebased within or outside our territory.

8

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Marketing Strategy

Our marketingstrategy is to complement Sprint's national marketing strategieswith techniques tailored to each of the specific markets in ourterritories.

Use Sprint's Brand – Wefeature exclusively and prominently the nationally recognized Sprintbrand name in our marketing and sales efforts. From thecustomers' point of view, they use our portion of the PCS networkof Sprint and the rest of the PCS network of Sprint as a unifiednational network.

Advertising and Promotions –Sprint promotes its products through the use of national as wellas regional television, radio, print, outdoor and other advertisingcampaigns. In addition to Sprint's national advertisingcampaigns, we advertise and promote Sprint PCS products and services ona local level in our markets at our cost. We have the right to use anypromotion or advertising materials developed by Sprint and only have topay the incremental cost of using those materials, such as the cost oflocal radio and television advertisement placements, and material costsand incremental printing costs. We also benefit from any advertising orpromotion of Sprint PCS products and services by third party retailersin our territory, such as RadioShack and Best Buy. We must pay the costof specialized Sprint print advertising by third party retailers.Sprint also runs numerous promotional campaigns which provide customerswith benefits such as additional features at the same rate, or freeminutes or Kb of use for limited time periods. We offer thesepromotional campaigns to potential customers in our territories.

Sales Force with Local Presence – We have establishedlocal sales forces to execute our marketing strategy through ourcompany-owned retail stores, local distributors, directbusiness-to-business contacts and other channels. Our marketing teamsalso participate in local clubs and civic organizations such as theChamber of Commerce, Rotary and Kiwanis.

Sales andDistribution

Our sales and distribution plan is designed tomirror Sprint's multiple channel sales and distribution plan andto enhance it through the development of local distribution channels.Key elements of our sales and distribution plan consist of thefollowing:

Sprint Retail Stores – As of December31, 2004, we operated 77 Sprint stores at various locations within ourmarkets. These stores provide us with a local presence and visibilityin the markets within our territory. Following the Sprint model, thesestores are designed to facilitate retail sales, subscriber activation,bill collection and customer service. In addition to retail stores thatwe operate, we began to enter into agreements with exclusive agents in2003 which operate Sprint stores in our territory to further expand ourdistribution channels. These "branded stores"function similarly to our company-operated stores but are operated bythird parties. These third parties purchase equipment from us andresell it to the consumer, for which the third party receivescompensation in the form of commissions. As of December 31, 2004, wehad 72 of these branded stores operating in our territory.

National Third Party Retail Stores – Sprint hasnational distribution agreements with various national retailers suchas RadioShack and Best Buy for such retailers to sell Sprint PCSproducts. These national agreements cover retailers' stores inour territory, and as of December 31, 2004, these retailers hadapproximately 499 locations in our territory.

Local IndirectAgents – We contract directly with local indirect retailersin our territory. These retailers are typically local businesses thathave a presence in our markets. Local indirect agents purchase handsetsand other PCS retail equipment from us and market PCS services fromSprint on our behalf. These local indirect agents may also marketwireless telecommunications services provided by other carriers aswell. We are responsible for managing this distribution channel and asof December 31, 2004 these local indirect agents had approximately 103locations within our licensed territory. We compensate local indirectagents through commissions for subscriber activations.

Electronic Commerce – Sprint PCS maintains anInternet site, www.sprintpcs.com, which contains information on SprintPCS products and services. A visitor to the Sprint PCS Internet sitecan order 

9

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and pay for a handset and select a rateplan. Sprint wireless customers visiting the site can review the statusof their account, including the number of minutes used in the currentbilling cycle. We recognize the revenues generated by wirelesscustomers in our territories who purchase products and services overthe Sprint PCS Internet site.

Distribution Mix –During 2004, our distribution mixapproximated:

|                                                |  |        |     |         |  |  |
|------------------------------------------------|--|--------|-----|---------|--|--|
| Sprint retailstores                            |  |   | 40  | %  |
| Nationalretailers                              |  |   | 25  |    |
| Local indirect agents(including brandedstores) |  |   | 18  |    |
| Other                                          |  |   | 17  |    |
|                                           |  |   | 100 | %  |
|                                                |

Seasonality

Our business is subject to seasonality because the wirelesstelecommunications industry is heavily dependent on calendar fourthquarter results. Among other things, the industry relies on highercustomer additions and handset sales in the fourth quarter as comparedto the other three fiscal quarters. A number of factors contribute tothis trend, including:

|              |                                                                                                        |
|--------------|--------------------------------------------------------------------------------------------------------|
| •  | the heavyreliance on retail distribution, which is dependent upon the year-endholiday shopping season; |

|              |                                                                       |
|--------------|-----------------------------------------------------------------------|
| •  | the timingof new product and service announcements and introductions; |

|              |                                    |
|--------------|------------------------------------|
| •  | competitive pricing pressures; and |

|              |                                      |
|--------------|--------------------------------------|
| •  | aggressive marketing and promotions. |

Technology

General – In 1993, the FederalCommunications Commission ("FCC") allocatedthe 1900 MHz frequency block of the radio spectrum for wirelesspersonal communications services. Wireless personal communicationsservices differ from original analog cellular telephone serviceprincipally in that wireless personal communications services systemsoperate at a higher frequency and employ advanced digital technology.Analog-based networks send signals in which the transmitted signalresembles the input signal, the caller's voice. Digital networksconvert voice or data signals into a stream of digits that permit asingle radio channel to carry multiple simultaneous transmissions.Digital networks also achieve greater frequency reuse than analognetworks resulting in greater capacity than analog networks. Thisenhanced capacity, along with enhancements in digital protocols, allowsdigital-based wireless technologies, whether using wireless personalcommunications services or cellular frequencies, to offer new andenhanced services, including greater call privacy and more robust datatransmission, such as facsimile, electronic mail and connectingnotebook computers with computer/data networks.

Wireless digitalsignal transmission is accomplished through the use of various forms offrequency management technology or "air interfaceprotocols." The FCC has not mandated a universal airinterface protocol for wireless personal communications servicesnetworks. Digital wireless personal communications networks operateunder one of three principal air interface protocols: CDMA, timedivision multiple access ("TDMA") or globalsystem for mobile communications ("GSM").TDMA and GSM communications are both time division multiple accessnetworks but are incompatible with each other. CDMA is incompatiblewith both GSM and TDMA networks. Accordingly, a subscriber of a networkthat utilizes CDMA technology is unable to use a CDMA handset whentraveling in an area not served by CDMA based wireless personalcommunications services operators, unless the customer carries adual-band/dual-mode handset that permits the customer to use the analogcellular network in that area. The same issue would apply to users ofTDMA or GSM networks. All of the wireless personal communicationsservices operators now have dual-mode or tri-mode handsets available totheir customers. Because digital networks do not cover all areas in thecountry, these handsets will remain necessary for segments of thesubscriber base.

10

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CDMA Technology – The PCSnetwork of Sprint and the networks of PCS Affiliates of Sprint all usedigital CDMA technology. We believe that CDMA provides important systemperformance benefits suchas:

|              |                                                                                                                                                                                                                                                                                                                          |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Greater capacity –We believe, based on studies by CDMA manufacturers and ourexperience since our inception, that CDMA networks can provide networkcapacity that is approximately seven to ten times greater than that ofanalog technology and approximately three times greater than TDMA andGSM digital networks. |

|              |                                                                                                                                                      |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Privacy andsecurity – CDMA technology combines a constantly changingcoding scheme with a low power signal to enhance call security andprivacy. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Soft hand-off –CDMA networks transfer calls throughout the CDMA network using atechnique referred to as a soft hand-off, which connects a mobilecustomer's call with a new base station while maintaining aconnection with the base station currently in use. CDMA networksmonitor the quality of the transmission received by multiple basestations simultaneously to select a better transmission path and toensure that the network does not disconnect the call in one cell unlessreplaced by a stronger signal from another base station. Analog, TDMAand GSM networks use a hard hand-off and disconnect the call from thecurrent base station as it connects with a new one without anysimultaneous connection to both basestations. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Simplified frequencyplanning – Frequency planning is the process used to analyzeand test alternative patterns of frequency used within a wirelessnetwork to minimize interference and maximize capacity. Unlike TDMA-and GSM-based networks, CDMA-based networks can reuse the same subsetof allocated frequencies in every cell, substantially reducing the needfor costly frequency reuse patterning and constant frequency planmanagement. |

|              |                                                                                                                                                                                                                                                          |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Longer battery life– Due to their greater efficiency in power consumption, CDMAhandsets can provide longer standby time and more talk timeavailability when used in the digital mode than handsets usingalternative digital or analogtechnologies. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Efficient migrationpath – We believe that CDMA technology has an efficient andincremental migration path to next generation voice and data services.Unlike technologies that require essentially a replacement investmentto upgrade, CDMA upgrades can be completed incrementally. The firststep – conversion to 1XRTT – was completed in 2002 inapproximately 96% of our covered territory for less than $3 percovered POP. Additional steps beyond 1XRTT, such as EvDO, can be takenas demand for more robust data services or need for additional capacitydevelops for similar capital investment levels. |

Competition

Competition in the wireless telecommunicationsindustry is intense. We compete with a number of wireless serviceproviders in our markets. We believe that our primary competition iswith national and regional wireless providers such as ALLTEL, CingularWireless, Nextel Communications, Nextel Partners, T-Mobile and VerizonWireless. While we compete with one or more wireless carriers in eachof the markets in our territory, none of these wireless serviceproviders provide services in all of the markets in our territory.

We also face competition from resellers, which provide wirelessservices to customers but do not hold FCC licenses or own facilities.Instead, the resellers buy blocks of wireless telephone numbers andcapacity from a licensed carrier and resell services through their owndistribution network to the public. As described previously in thissection, Virgin Wireless and Qwest Wireless have agreements with Sprintto act as resellers in our territory.

In addition, we competewith existing communications technologies, such as paging, enhancedspecialized mobile radio service dispatch and conventional landlinetelephone companies, in our markets. Potential users of wirelesspersonal communications services networks may find their communicationsneeds satisfied by other current and developing technologies. One- ortwo-way paging 

11

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or beeper services that feature voicemessaging and data display as well as tone-only service may be adequatefor potential customers who do not need to speak to the caller.

In the future, we expect to face increased competition from entitiesproviding similar services using other communications technologies,including satellite-based telecommunications and wireless cablenetworks. While some of these technologies and services are currentlyoperational, others are being developed or may be developed in thefuture.

Many of our competitors have significantly greaterfinancial and technical resources and larger subscriber bases than wedo. In addition, some of our competitors may be able to offer regionalcoverage in areas not served by the PCS network of Sprint, or, becauseof their calling volumes or relationships with other wirelessproviders, may be able to offer regional roaming rates that are lowerthan those that we offer. Wireless personal communications servicesoperators will likely compete with us in providing some or all of theservices available through our network and may provide services that wedo not. Additionally, we expect that existing cellular providers willcontinue to upgrade their systems to provide digital wirelesscommunication services that are competitive with those offered bySprint. Currently, there are six national wireless providers who aregenerally all present in major markets across the country. In January2003, the FCC rule imposing limits on the amount of spectrum that canbe held by one provider in a specific market was lifted, which mayfacilitate the consolidation of some national providers.

The FCChas mandated that wireless carriers provide for WLNP. WLNP allowssubscribers to keep their wireless phone number when switching to adifferent service provider, which could make it easier for competingproviders to market their services to our existing users. WLNP makescustomer defections more likely, and we may be required to increasesubsidies for product upgrades and/or reduce pricing to matchcompetitors' initiatives in an effort to retain customers orreplace those who switch to other carriers.

Over the pastseveral years, the FCC has auctioned and will continue to auction largeamounts of wireless spectrum that could be used to compete with PCSservices from Sprint. Based upon increased competition, we anticipatethat market prices for two-way wireless services generally will declinein the future. We will compete to attract and retain customersprincipally on the basis of:

|              |                                                             |
|--------------|-------------------------------------------------------------|
| •  | thestrength of the Sprint brand name, services andfeatures; |

|              |                             |
|--------------|-----------------------------|
| •  | Sprint's nationwidenetwork; |

|              |                                          |
|--------------|------------------------------------------|
| •  | our network coverage andreliability; and |

|              |                                 |
|--------------|---------------------------------|
| •  | the benefits of CDMAtechnology. |

Our ability to compete successfully will alsodepend, in part, on our ability to anticipate and respond to variouscompetitive factors affecting the industry,including:

|              |                                                      |
|--------------|------------------------------------------------------|
| •  | new services andtechnologies that may be introduced; |

|              |                                  |
|--------------|----------------------------------|
| •  | changes in consumer preferences; |

|              |                     |
|--------------|---------------------|
| •  | demographic trends; |

|              |                          |
|--------------|--------------------------|
| •  | economic conditions; and |

|              |                                            |
|--------------|--------------------------------------------|
| •  | discount pricing strategies bycompetitors. |

Intellectual Property

The Sprint diamonddesign logo is a service mark registered with the United States Patentand Trademark Office. The service mark is owned by Sprint. We use theSprint brand name, the Sprint diamond design logo and other servicemarks of Sprint in connection with marketing and providing wirelessservices within our territory. Under the terms of our trademark andservice mark license agreements with Sprint, we do not pay a royaltyfee for the use of the Sprint brand name and Sprint service marks.

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Except in certain instances and otherthan in connection with the national distribution agreements, Sprinthas agreed not to grant to any other person a right or license to usethe licensed marks in our territory. In all other instances, Sprintreserves the right to use the licensed marks in providing its serviceswithin or outside our territory.

Our trademark license andservice mark agreements with Sprint contain numerous restrictions withrespect to the use and modification of any of the licensed marks. See"Our Affiliation Agreements with Sprint — TheTrademark and Service Mark License Agreements" for moreinformation on this topic.

Environmental Compliance

Ourenvironmental compliance expenditures primarily result from theoperation of standby power generators for our telecommunicationsequipment and compliance with various environmental rules duringnetwork build-out and operations. The expenditures arise in connectionwith standards compliance or permits, which are usually related togenerators, batteries or fuel storage. Our environmental complianceexpenditures have not been material to our financial statements or toour operations and are not expected to be material in the future.

Employees

As of December 31, 2004, we employed 870full-time employees. None of our employees are represented by a laborunion. We believe that our relations with our employees are good.

Our Affiliation Agreements With Sprint

Each PCS Affiliateof Sprint enters into four major affiliation agreements withSprint:

|              |                        |
|--------------|------------------------|
| •  | a managementagreement; |

|              |                          |
|--------------|--------------------------|
| •  | a services agreement;and |

|              |                                                                                  |
|--------------|----------------------------------------------------------------------------------|
| •  | two trademark and service marklicense agreements with different Sprint entities. |

We enteredinto one set of these agreements for our markets in the Southwesternpart of the United States and another set of these agreements for ourmarkets in Wisconsin. Roberts entered into a set of these agreementsfor its markets in Illinois, Kansas and Missouri, which we assumedpursuant to our acquisition of Roberts. WOW entered into a set of theseagreements for its markets in Washington and Oregon, which we assumedpursuant to our acquisition of WOW. Southwest PCS entered into a set ofthese agreements for its markets in Oklahoma, Kansas, Texas andArkansas, which we assumed pursuant to our acquisition of SouthwestPCS. Therefore, we now operate under five sets of affiliationagreements with Sprint. As used in this description, the term"operating subsidiaries" refers to each ofour subsidiaries that have entered into affiliation agreements withSprint. Except as described herein, the material terms of theaffiliation agreements entered into by our operating subsidiaries,including the amendments we recently entered into with Sprint, aresubstantially identical and apply to all of our territories.

Under our affiliation agreements with Sprint, we have the exclusiveright to provide wireless mobility communications services using the1900 MHz frequency block under the Sprint brand name in our territory.Sprint holds the spectrum licenses. Our affiliation agreements withSprint require us to interface with the PCS network of Sprint bybuilding our portion of the PCS network of Sprint to operate on the 10,20 or 30 MHz of wireless personal communications services frequencieslicensed to Sprint in the 1900 MHz range.

A breach or event oftermination, as the case may be, under any of our affiliationagreements with Sprint by one of our operating subsidiaries will alsoconstitute a breach or event of termination, as the case may be, by allother operating subsidiaries of the same provision of the applicableaffiliation agreement to which each operating subsidiary is a party.Each operating subsidiary only has the right to cure its breach and hasno right to cure any breach or event of termination by anotheroperating subsidiary.

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The following is a description of thematerial terms and provisions of our affiliation agreements withSprint.

The Management Agreements – Under ourmanagement agreements with Sprint, we have agreedto:

|              |                                                                                                                                                                                                                 |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | own, construct and manage awireless personal communications services network in our territory incompliance with FCC license requirements and other technicalrequirements contained in our managementagreements; |

|              |                                             |
|--------------|---------------------------------------------|
| •  | distribute Sprint PCSproducts and services; |

|              |                                                                |
|--------------|----------------------------------------------------------------|
| •  | useSprint's and our own distribution channels in ourterritory; |

|              |                                                                  |
|--------------|------------------------------------------------------------------|
| •  | conduct advertising andpromotion activities in our territory;and |

|              |                                                                             |
|--------------|-----------------------------------------------------------------------------|
| •  | manage that portion of thewireless customer base assigned to our territory. |

Sprint has theright to supervise our wireless personal communications servicesnetwork operations and the right to unconditional access to our portionof the PCS network of Sprint.

Exclusivity – Weare designated as the only person or entity that can manage or operatea wireless mobility communications network using the 1900 MHz frequencyblock for Sprint in our territories. Sprint is prohibited from owning,operating, building or managing another wireless mobilitycommunications network in our territory while our management agreementsare in place and no event has occurred that would permit suchagreements to terminate. Sprint is permitted to make national sales tocompanies in our territory and to permit resale of the Sprint PCSproducts and services in our territory.

Network Build-Out– Our management agreements specify the terms of the Sprintaffiliation, including the required network build-out plan. We haveagreed by specified dates to cover a specified percentage of thepopulation within each of the markets that make up our territory. Ourmanagement agreements also require us to reimburse Sprint one-half ofthe microwave clearing costs for our territory. We believe we are incompliance with our network build-out requirements and Sprint'sother program requirements.

If Sprint decides to expand thegeographic size of the network coverage within our territory, Sprintmust provide us with written notice of the proposed expansion.

Under our management agreements for our territories, with theexception of the management agreement we assumed pursuant to ouracquisition of WOW, we have a 90-day right of first refusal tobuild-out the proposed expansion area. If we choose not to build-outthe proposed area, then Sprint may build-out the area itself or allowanother PCS Affiliate of Sprint to do so.

Under our managementagreement for the territories we assumed pursuant to our acquisition ofWOW, we have agreed to build-out any proposed expansion area. Sprinthas agreed not to require coverage in our markets covered by thismanagement agreement that exceeds the capacity and footprint parametersthat Sprint has adopted for all its comparable markets. This managementagreement also contains a mechanism for us to appeal to Sprint if thebuild-out is not economically advantageous for us. If we fail tobuild-out the proposed expansion area, Sprint has the terminationrights described below under "Termination of OurManagement Agreements."

Products and Services– Our management agreements identify the products andservices that we can offer in our territory. These services include,but are not limited to, PCS consumer and business products and servicesfrom Sprint available as of the date of the agreements, or as modifiedby Sprint. We are allowed to sell wireless products and services thatare not PCS products and services from Sprint if those additionalproducts and services do not cause distribution channel conflicts or,in Sprint's sole determination, consumer confusion with SprintPCS products and services. Under our management agreement for ourWisconsin markets, if Sprint begins to offer nationally a product orservice that we already offer, then that product or service will beconsidered to be a Sprint PCS product or service.

14

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We may also sell services such asspecified types of long distance service, Internet access, handsets,and prepaid phone cards with Sprint and other PCS Affiliates of Sprint.If we decide to use third parties to provide these services, we mustgive Sprint an opportunity to provide the services on the same termsand conditions. We cannot offer wireless local loop servicesspecifically designed for the competitive local exchange market inareas where Sprint owns the incumbent local exchange carrier unless wename the Sprint-owned local exchange carrier as the exclusivedistributor or Sprint approves the terms and conditions.

National Sales Programs – We must participate in theSprint wireless sales programs for sales to Sprint's corporateaccounts and will pay the expenses and receive the compensation fromSprint relative to sales to customers of those accounts located in ourterritory. We must use Sprint's long distance service, which wecan buy at the best prices offered to comparably situated Sprintwholesale customers. However, under our management agreements, we maypurchase private line capacity for call routing directly from Sprint,if we can obtain more favorable terms, and Sprint has agreed to provideus with such capacity at the best price offered to similarly situatedthird parties. Under our management agreements, we are prohibited fromreselling long distance service to other carriers. However, we may (i)transport long distance calls for customers, (ii) transport longdistance calls for resellers when such resale is subject to FCC mandateor when Sprint chooses to make such resale available, or (iii)transport long distance calls for purposes of roaming.

Service Pricing, Roaming and Fees – We must offer PCSsubscriber pricing plans from Sprint designated for regional ornational offerings. We are permitted to establish our own local priceplans for PCS products and services offered only in our territory,subject to Sprint's approval. We are entitled to receive a weeklyfee from Sprint equal to 92% of net "billedrevenues" related to customer activity less applicablewrite-offs. Outbound non-Sprint PCS roaming billed to subscribers basedin our territory, proceeds from the sales of handsets and accessoriesand amounts collected with respect to taxes and proceeds from sales ofour products and services are not considered "billedrevenues." Billed revenues generally include all othercustomer account activity for Sprint PCS products and services in ourterritory, which includes such activities billed to, attributed to orotherwise reflected in customers' accounts. We are generallyentitled to 100% of the proceeds from customers for equipmentand accessories sold or leased by us and to 92% of any federalor state subsidies attributable to our territory or customers. ManySprint wireless subscribers purchase bundled pricing plans that allowroaming anywhere on the nationwide PCS network of Sprint withoutincremental PCS roaming charges. However, we will earn Sprint PCSroaming revenue for every minute that a Sprint wireless subscriber fromoutside our territory enters our territory and uses our services, whichis offset against amounts we owe as expenses for every minute that oursubscribers use services outside our territory. The analog roaming rateonto a non-Sprint PCS provider's network is set underSprint's third party roaming agreements.

VendorPurchase Agreements – We may participate in discountedvolume-based pricing on wireless-related products and warranties Sprintreceives from its vendors. Sprint will use commercially reasonableefforts to obtain for us the same prices as Sprint receives from itsvendors.

Advertising and Promotions – Sprint usesnational as well as regional television, radio, print, outdoor andother advertising campaigns to promote its products. We benefit fromthe national advertising at no additional cost to us. In addition toSprint's national advertising campaigns, we advertise and promotePCS products and services from Sprint on a local level in our marketsat our cost. We have the right to use any promotion or advertisingmaterials developed by Sprint and only have to pay the incremental costof using those materials, such as the cost of local radio andtelevision advertisement placements and incremental printing costs.Sprint also runs numerous promotional campaigns which provide customerswith benefits such as additional features at the same rate or freeminutes of use for limited time periods. We offer these promotionalcampaigns to potential customers in our territory.

ProgramRequirements – We must comply with the Sprint programrequirements for technical standards, customer service standards,roaming coverage and national and regional distribution and

15

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national accounts programs. Sprint canadjust the program requirements at any time. Under all managementagreements, we can decline to implement any change in the programrequirements if the changewill:

|              |                                                                                                                                              |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------|
| •  | cause the combined peaknegative cash flow of the operating subsidiaries to be an amountgreater than 3% of Alamosa Holdings' enterprisevalue; |

|              |                                                                                                                                                                                                                                                                                                    |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | when combined with all otherchanges in the program requirements that we and the operatingsubsidiaries agree to implement, within the prior 12 months, cause thecombined peak negative cash flow of the operating subsidiaries to be anamount greater than 5% of Alamosa Holdings' enterprisevalue; |

|              |                                                                                                                                            |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------|
| •  | cause a decrease in theforecasted 5-year discounted cash flow of the operating subsidiaries ofmore than 3% on a net present value basis;or |

|              |                                                                                                                                                                                                                                                                                                |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | when combined with all otherchanges in the program requirements that we and the operatingsubsidiaries agree to implement, within the prior 12 months, cause adecrease in the forecasted 5-year discounted cash flow of the operatingsubsidiaries of more than 5% on a net present value basis. |

Generally, for determining whether a program requirement change willadversely impact our operations, (i) the negative impact to theoperating subsidiaries' cash flows from capital expendituresrequired to implement the program requirement change relative to cashbenefits from the change during a comparable time period is compared to(ii) our "enterprise value," which theamendments to our affiliation agreements with Sprint define as the bookvalue of its outstanding debt and preferred stock, in addition to thefair market value of our publicly traded equity, less cash.

Ourmanagement agreements set forth a dispute resolution process if Sprintbelieves that we do not have the right to decline to implement a changein the program requirements. In any event, we must implement a changein the program requirements if Sprint agrees to compensate us foramounts in excess of the criteria set forth above.

Notwithstanding the above, we have agreed to implement a change inprogram requirements if the adjustment relates to a pricing plan orroaming program and Sprint reasonably determines that the change mustbe implemented on an immediate basis to respond to competitive marketforces. If the change would have exceeded one of the criteria set forthabove, our management agreements provide for appropriate compensationfrom Sprint to the extent such criteria is exceeded.

Under ourmanagement agreements for our Wisconsin and Southwest territories,Sprint has agreed that it will use commercial reasonableness to adjustthe Sprint retail store and customer service requirements for citieslocated within those territories that have a population of less than100,000.

Non-Competition – We may not offerSprint PCS products and services outside our territory without theprior written approval of Sprint. We may offer, market or promotetelecommunications products and services within our territories onlyunder the Sprint brand, our own brand, brands of our related parties orother products and services approved under our management agreements,except that no brand of a significant competitor of Sprint or itsrelated parties may be used for those products and services. To theextent we have or will obtain licenses to provide wireless personalcommunications services outside our territory, we may not use thespectrum to offer Sprint PCS products and services without priorwritten consent from Sprint.

Inability to Use Non-SprintBrand – We may not market, promote, advertise, distribute,lease or sell any of the Sprint PCS products and services on anon-branded, "private label" basis or underany brand, trademark or trade name other than the Sprint brand, exceptfor sales to resellers or as otherwise permitted under the trademarkand service mark license agreements.

Transfer of the PCSNetwork – In conjunction with the sale of its wireless PCSnetwork, Sprint can sell, transfer or assign its wireless PCS networkand any of its FCC licenses to a third party if the third party agreesto be bound by the terms of our management agreements and our servicesagreements.

Change in Control – Sprint mustconsent to any transaction pursuant to which we are no longer the"ultimate parent" of any of the operatingsubsidiaries, but this consent cannot be unreasonably withheld.

16

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Rights of First Refusal –Sprint has rights of first refusal to buy our assets upon aproposed sale of all or substantially all of our assets used in theoperation of our portion of the PCS network of Sprint.

Term– Each of our management agreements has an initial term of20 years with three 10-year renewal options, which would lengthen eachof our management agreements to a total term of 50 years. The three10-year renewal terms are automatically effectuated unless eitherSprint provides us or we provide Sprint with two years prior writtennotice to terminate the agreement or unless we are in material defaultof our obligations under such agreement.

Termination of OurManagement Agreements – Our management agreements can beterminated as a result of the followingevents:

|              |                                           |
|--------------|-------------------------------------------|
| •  | termination of Sprint'sspectrum licenses; |

|              |                                                   |
|--------------|---------------------------------------------------|
| •  | an uncured breachunder our management agreements; |

|              |                                                                                           |
|--------------|-------------------------------------------------------------------------------------------|
| •  | ourmanagement agreements not complying with any applicable law in anymaterial respect; or |

|              |                                                                             |
|--------------|-----------------------------------------------------------------------------|
| •  | the terminationof any of our trademark and service mark license agreements. |

Ifwe have the right to terminate our management agreements because of anevent of termination caused by Sprint, generally wemay:

|              |                                                                                                                                                                                                 |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | require Sprint to purchase allof our operating assets used in connection with our portion of the PCSnetwork of Sprint for an amount equal to 80% of our"entire business value" as definedbelow; |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | in all areas in our territorywhere Sprint is the licensee for 20 MHz or more of the spectrum on thedate it terminates our management agreements, require Sprint to assignto us, subject to governmental approval, up to 10 MHz of licensedspectrum for an amount equal to the greater of either the original costto Sprint of the license plus any microwave clearing costs paid bySprint or 9% of our "entire businessvalue"; or |

|              |                                                                                                                 |
|--------------|-----------------------------------------------------------------------------------------------------------------|
| •  | choose not toterminate our management agreements and sue Sprint for damages orsubmit the matter to arbitration. |

If Sprint has the right toterminate our management agreements because of an event of terminationcaused by us, generally Sprintmay:

|              |                                                                                                           |
|--------------|-----------------------------------------------------------------------------------------------------------|
| •  | require us to sell our operatingassets to Sprint for an amount equal to 72% of our"entire businessvalue;" |

|              |                                                                                                                                                                                                                                                                             |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | require us topurchase, subject to governmental approval, the licensed spectrum inour territory for an amount equal to the greater of either the originalcost to Sprint of the license plus any microwave clearing costs paid bySprint or 10% of our "entire businessvalue;" |

|              |                                                                                                                                                                                           |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | take any actionas Sprint deems necessary to cure the breach of our managementagreements, including assuming responsibility for, and operating, ourportion of the PCS network of Sprint;or |

|              |                                                                                                   |
|--------------|---------------------------------------------------------------------------------------------------|
| •  | not terminate our managementagreements and sue us for damages or submit the matter toarbitration. |

Non-Renewal – If Sprint gives ustimely notice that it does not intend to renew our managementagreements, we may:

|              |                                                                                                                                                                                   |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | require Sprint topurchase all of our operating assets used in connection with ourportion of the PCS network of Sprint for an amount equal to 80%of our "entire business value;"or |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | in all areas in our territorywhere Sprint is the licensee for 20 MHz or more of the spectrum on thedate it terminates such management agreement, require Sprint to assignto us, subject to governmental approval, up to 10 MHz of licensedspectrum for an amount equal to the greater of either the original costto Sprint of the license plus any microwave clearing costs paid bySprint or 10% of our "entire businessvalue." |

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If we give Sprint timely notice ofnon-renewal, or we and Sprint both give notice of non-renewal, or anyof our management agreements expire with neither party giving a writtennotice of non-renewal, or if any of our management agreements can beterminated for failure to comply with legal requirements or regulatoryconsiderations, Sprint may:

|              |                                                                                                                                        |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------|
| •  | purchaseall of our operating assets, without further stockholder approval, foran amount equal to 80% of our "entire businessvalue;" or |

|              |                                                                                                                                                                                                                                                                               |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | require us topurchase, subject to governmental approval, the licensed spectrum inour territories for an amount equal to the greater of either theoriginal cost to Sprint of the license plus any microwave clearingcosts paid by Sprint or 10% of our "entire businessvalue." |

Determination of Entire Business Value– If our "entire business value"is to be determined, Sprint and we will each select one independentappraiser and the two appraisers will select a third appraiser. Thethree appraisers will determine our "entire businessvalue" on a going concern basis using the followingprinciples:

|              |                                                                                                                            |
|--------------|----------------------------------------------------------------------------------------------------------------------------|
| •  | the "entirebusiness value" is based on the price a willing buyerwould pay a willing seller for the entire ongoingbusiness; |

|              |                                                                                                                                     |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------|
| •  | the entire business valuewill not be calculated in a manner that double counts the operatingassets of one or more of ouraffiliates; |

|              |                                                                                            |
|--------------|--------------------------------------------------------------------------------------------|
| •  | then-current customarymeans of valuing a wireless telecommunications business will beused; |

|              |                                                                                                |
|--------------|------------------------------------------------------------------------------------------------|
| •  | the business is conducted underthe Sprint brand and our affiliation agreements with SprintPCS; |

|              |                                                                                                                            |
|--------------|----------------------------------------------------------------------------------------------------------------------------|
| •  | we own the spectrum andfrequencies presently owned by Sprint and subject to our affiliationagreements with Sprint PCS; and |

|              |                                                                                                                                                                                |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | thevaluation will not include any value for businesses not directlyrelated to the PCS products and services from Sprint, and thosebusinesses will not be included in the sale. |

Insurance– We are required to obtain and maintain with financiallyreputable insurers who are licensed to do business in all jurisdictionswhere any work is performed under our management agreements and who arereasonably acceptable to Sprint, workers' compensation insurance,commercial general liability insurance, business automobile insurance,umbrella excess liability insurance and "allrisk" property insurance.

Indemnification– We have agreed to indemnify Sprint and its directors,employees and agents and related parties of Sprint and their directors,employees and agents against any and all claims against any of theforegoing arising from our violation of any law, a breach by us of anyrepresentation, warranty or covenant contained in our managementagreements or any other agreement between us and Sprint, our ownershipof the operating assets or the actions or the failure to act of anyoneemployed or hired by us in the performance of any work under suchagreement, except that we will not be obligated to indemnify Sprint forany claims arising solely from the negligence or willful misconduct ofSprint. Sprint has agreed to indemnify us and our directors, employeesand agents against all claims against any of the foregoing arising fromSprint's violation of any law and from Sprint's breach ofany representation, warranty or covenant contained in our managementagreements or any other agreement between us and Sprint, except Sprintwill not be obligated to indemnify us for any claims arising solelyfrom our negligence or willful misconduct.

DisputeResolution – If the parties cannot resolve any disputebetween themselves, either party to the agreement may continue tooperate under the agreement and sue the other party for damages or seekother appropriate remedies as provided in the agreement.

Most Favored Nation Clause – We generally have theright to amend our management agreements or services agreements toobtain the most favorable terms provided under a management agreementor services agreement between Sprint and a PCS Affiliate of Sprintsimilarly situated to us if, prior to 

18

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December 31, 2006, Sprint amends the termsof any of those agreements to provide such terms. This right is onlyeffective, however, if we agree to accept all the terms and conditionsset forth in the other agreements and (i) those agreements were notamended with a PCS Affiliate of Sprint solely because the affiliateowns the spectrum on which its network operates (unless such PCSAffiliate of Sprint acquired the spectrum from Sprint after September1, 2003), (ii) the amendments to those agreements were not compelled bya law or regulation inapplicable to us, or (iii) the amendments tothose agreements were not due to a change in a build-out plan. Ourmanagement agreements provide that a PCS Affiliate of Sprint similarlysituated to us is one with three million or more covered POPs.

The Services Agreements

Our services agreements outlinevarious back office services provided by Sprint and available to us foran additional fee. We have agreed to obtain certain services fromSprint until December 31, 2006. The services agreements set forthpricing terms and provide a process by which we and Sprint willrenegotiate the fees paid to Sprint every three years, with the firstpricing period ending on December 31, 2006. The prices currently ineffect under our services agreements are effective until December 31,2006. If we wish to obtain from a third party vendor a particularservice that we currently obtain from Sprint under our servicesagreements, we may do so after December 31, 2006 or at the end of asubsequent three-year pricing period only if we provide Sprint withnotice at least 120 days before the end of such pricing period, and, inany event, Sprint has a right of first refusal to provide the serviceon the same terms and conditions as the third party vendor.

Someof the services available under our services agreements include:billing, customer care, activation, credit card processing, handsetlogistics, voicemail, directory assistance, roaming, interconnection,pricing, long distance, handsets and clearinghouse for specified fees.We may develop an independent capability with respect to certain of theservices we obtain from Sprint over time. Under our servicesagreements, Sprint may contract with third parties to provide expertiseand services identical or similar to those to be made available orprovided to us. We have agreed not to use the services performed bySprint in connection with any other business or outside our territory.Sprint must give us nine months notice if it will no longer offer anyservice, and Sprint has agreed, in the event Sprint will discontinue aservice that we wish to continue to receive, to use commerciallyreasonable efforts to help us provide the service ourself or findanother vendor to provide the service and to facilitate anytransition.

We have agreed with Sprint to indemnify each otheras well as affiliates, officers, directors and employees for violationsof law or the services agreements except for any liabilities resultingfrom the negligence or willful misconduct of the person seeking to beindemnified or its representatives. Our services agreements alsoprovide that no party will be liable to the other party for special,indirect, incidental, exemplary, consequential or punitive damages, orloss of profits arising from the relationship of the parties or theconduct of business under, or breach of, such services agreement exceptas may otherwise be required by the indemnification provisions. Ourservices agreements automatically terminate upon termination of ourmanagement agreements, and neither party may terminate the servicesagreements for any reason other than the termination of the managementagreements.

The Trademark and Service Mark LicenseAgreements

We have a non-transferable license to use, at noadditional cost to us, the Sprint brand name and"diamond" symbol, and several other U.S.trademarks and service marks such as "The ClearAlternative to Cellular" and "Clear Acrossthe Nation" on Sprint PCS products and services. Webelieve that the Sprint brand name and symbols enjoy a high degree ofrecognition, providing us an immediate benefit in the market place. Ouruse of the licensed marks is subject to our adherence to qualitystandards determined by Sprint and use of the licensed marks in amanner, which would not reflect adversely on the image of qualitysymbolized by the licensed marks. We have agreed to promptly notifySprint of any infringement of any of the licensed marks within ourterritories of which we become aware and to provide assistance toSprint in connection with Sprint's enforcement of its

19

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rights. We have agreed with Sprint that wewill indemnify the other for losses incurred in connection with amaterial breach of the trademark license agreements between Sprint andus. In addition, we have agreed to indemnify Sprint from any losssuffered by reason of our use of the licensed marks or marketing,promotion, advertisement, distribution, lease or sale of any Sprintproducts and services other than losses arising solely out of our useof the licensed marks in compliance with certain guidelines.

Sprint can terminate our trademark and service mark licenseagreements if we file for bankruptcy or materially breach our agreementor if our management agreements are terminated. We can terminate ourtrademark and service mark license agreements upon Sprint'sabandonment of the licensed marks or if Sprint files for bankruptcy orour management agreements are terminated. However, Sprint can assignits interests in the licensed marks to a third party if that thirdparty agrees to be bound by the terms of our trademark and service marklicense agreements.

Regulatory Environment

Regulationof the Wireless Telecommunications Industry

The FCC can have asubstantial impact upon entities that manage wireless personalcommunications service systems and/or provide wireless personalcommunications services because the FCC regulates the licensing,construction, operation, acquisition and interconnection arrangementsof wireless telecommunications systems in the United States.

TheFCC has promulgated a series of rules, regulations and policies to,among other things:

|              |                                                                                |
|--------------|--------------------------------------------------------------------------------|
| •  | grant or denylicenses for wireless personal communications servicefrequencies; |

|              |                                                                        |
|--------------|------------------------------------------------------------------------|
| •  | grant or deny wirelesspersonal communications service licenserenewals; |

|              |                                                                                                     |
|--------------|-----------------------------------------------------------------------------------------------------|
| •  | rule on assignments and/ortransfers of control of wireless personal communications servicelicenses; |

|              |                                                                                                                                  |
|--------------|----------------------------------------------------------------------------------------------------------------------------------|
| •  | govern the interconnectionof wireless personal communications service networks with otherwireless and wireline serviceproviders; |

|              |                                                          |
|--------------|----------------------------------------------------------|
| •  | establish access anduniversal service fundingprovisions; |

|              |                                                            |
|--------------|------------------------------------------------------------|
| •  | establish servicerequirements such as enhanced 911service; |

|              |                                                                      |
|--------------|----------------------------------------------------------------------|
| •  | impose fines and forfeituresfor violations of any of the FCC'srules; |

|              |                                                                                           |
|--------------|-------------------------------------------------------------------------------------------|
| •  | regulate the technicalstandards of wireless personal communications services networks;and |

|              |                                                                                                                                           |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------|
| •  | govern certain aspects of therelationships between carriers and customers, such as the use ofpersonal information and number portability. |

Through rules thatwent into effect on January 1, 2003, the FCC eliminated its spectrumcap for Commercial Mobile Radio Services("CMRS") which include broadband wirelesspersonal communications services, cellular and specialized mobile radio("SMR"). The cap previously had limited CMRSproviders to 55 MHz in any geographic area. Effective as of February14, 2005, the FCC eliminated its rule which prohibited a party fromowning interests in both cellular networks in the same Rural ServiceAreas. The FCC had previously eliminated rules prohibiting similarcombinations in Cellular Metropolitan Service Areas. With theelimination of these rules, the FCC now conducts a case-by-caseanalysis to determine whether any proposed CMRS spectrum combinationwould have an anticompetitive effect.

Transfers and Assignmentsof Wireless Personal Communications Services Licenses

The FCCmust give prior approval to the assignment of, or transfers involving,substantial changes in ownership or control of a wireless personalcommunications service license. In 2004, the FCC modified its rules tosignificantly streamline its approval procedures for assignments andtransfers 

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of control of wireless licenses. Althoughthese changes will shorten the time necessary to complete transactionsinvolving wireless licenses, they retain public notice periods thatoffer an opportunity for filing opposition with the FCC.Non-controlling interests in an entity that holds a wireless personalcommunications service license or operates wireless personalcommunications service networks generally may be bought or sold withoutprior FCC approval. In addition, the FCC requires onlypost-consummation notification of pro forma assignments or transfers ofcontrol of commercial mobile radio service licenses.

The FCC hasadopted rules that promote the development of secondary markets inspectrum usage rights. These rules enable a wide variety of providersof communications services to enter into flexible spectrum leasingarrangements with licenses in wireless radio services, including PCS.These rules are intended to promote increased facilities-basedcompetition in wireless services and enable the development ofadditional and innovative services in rural areas.

Conditionsof Wireless Personal Communications Services Licenses

Allwireless personal communications service licenses are granted forten-year terms conditioned upon timely compliance with the FCC'sbuild-out requirements. Pursuant to the FCC's build-outrequirements, all 30 MHz broadband wireless personal communicationsservice licensees must construct facilities that offer coverage toone-third of the population in their licensed areas within five yearsand to two-thirds of the population in such areas within ten years, andall 10 MHz broadband wireless personal communications serviceslicensees must construct facilities that offer coverage to at leastone-quarter of the population in their licensed areas within five yearsor make a showing of "substantial service"within that five-year period.

If the build-out requirements arenot met, wireless personal communications service licenses could beforfeited. The FCC also requires licensees to maintain control overtheir licenses. Our affiliation agreements with Sprint PCS reflectmanagement agreements that the parties believe meet the FCCrequirements for licensee control of licensed spectrum.

If theFCC were to determine that our affiliation agreements with Sprint PCSneed to be modified to increase the level of licensee control, we haveagreed with Sprint to use our best efforts to modify the agreements tothe extent necessary to cause the agreements to comply with applicablelaw and to preserve to the extent possible the economic arrangementsset forth in the agreements. If the agreements cannot be so modified,the agreements may be terminated pursuant to their terms. The FCC couldalso impose monetary penalties on Sprint, and possibly revoke one ormore of the Sprint licenses.

Wireless Personal CommunicationsServices License Renewal

Wireless personal communicationsservice licensees can renew their licenses for additional ten-yearterms. Wireless personal communications service renewal applicationsare not subject to auctions. However, under the FCC's rules,third parties may oppose renewal applications and/or file competingapplications. If one or more competing applications are filed, arenewal application will be subject to a comparative renewal hearing.The FCC's rules afford wireless personal communications servicesrenewal applicants involved in comparative renewal hearings with a"renewal expectancy." The renewal expectancyis the most important comparative factor in a comparative renewalhearing and is applicable if the wireless personal communicationsservice renewal applicanthas:

|              |                                                           |
|--------------|-----------------------------------------------------------|
| •  | provided"substantial service" during its licenseterm; and |

|              |                                                                            |
|--------------|----------------------------------------------------------------------------|
| •  | substantially complied withall applicable laws and FCC rules and policies. |

The FCC'srules define "substantial service" in thiscontext as service that is sound, favorable and substantially above thelevel of mediocre service that might minimally warrant renewal. TheFCC's renewal expectancy and procedures make it very likely thatSprint will retain the wireless personal communications servicelicenses that we manage for the foreseeable future.

Interconnection

The FCC has the authority to orderinterconnection between CMRS providers and incumbent local exchangecarriers. The FCC has ordered local exchange carriers to providereciprocal 

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compensation to commercial mobile radioservice providers for the termination of traffic. Interconnectionagreements are negotiated on a state-wide basis and are subject tostate approval. In February 2005, the FCC issued a Further Notice ofProposed Rulemaking in its Intercarrier Compensation Reform proceeding,seeking to replace the current system of intercarrier payments with onethat would be technologically and competitively neutral toward servicesoffered by wireline, wireless and Voice over Internet Protocol("VoIP") providers.

The FCC rules andrulings, as well as state proceedings, and a review by courts of suchrules and rulings directly impact the nature and cost of the facilitiesnecessary for interconnection of the PCS networks of Sprint with local,national and international telecommunications networks. They alsodetermine the nature and amount of revenues that we and Sprint canreceive for terminating calls originating on the networks of localexchange and other telecommunications carriers.

Other FCCRequirements

CMRS providers, including Sprint, are required topermit manual roaming on their networks. With manual roaming, any userwhose mobile phone is technically capable of connecting with acarrier's system must be able to make a call by providing acredit card number or making some other arrangement for payment. SinceOctober 2000, the FCC has been considering changes in its rules thatmay terminate the manual roaming requirement and may impose automaticroaming obligations, under which users with capable equipment would bepermitted to originate or terminate calls without taking action otherthan turning on the mobile phone.

FCC rules require localexchange and CMRS providers to allow customers to change serviceproviders without changing telephone numbers, which, for wirelessservice providers, is referred to as wireless local number portabilityor WLNP. FCC regulations currently require CMRS providers to implementWLNP nationwide, though some carriers have obtained temporary waivers.Under the FCC's WLNP regulations, CMRS providers must delivercalls from their networks to ported numbers anywhere in the country andcontribute to the Local Number Portability Fund. We may be liable toSprint for any penalties that Sprint may be subject to if we are unableto comply with the FCC's WLNP regulations within a reasonableperiod of time. Implementation of WLNP has required wireless personalcommunications service providers like us and Sprint to purchase moreexpensive switches and switch upgrades. However, it has also enabledexisting cellular customers to change to wireless personalcommunications services without losing their existing wirelesstelephone numbers, which has made it easier for wireless personalcommunications service providers to market their services to existingcellular and wireline users. The existence of WLNP could adverselyimpact our business since it makes customer defections more likely andwe may not be able to replace customers who have switched to othercarriers.

FCC rules permit broadband wireless personalcommunications service and other CMRS providers to provide wirelesslocal loop and other fixed services that would directly compete withthe wireline services of local exchange carriers. This may create newmarkets and revenue opportunities for Sprint and its PCS Affiliates andother wireless providers.

FCC rules require broadband personalcommunications services and other CMRS providers to implement enhancedemergency 911 capabilities that provide the location of wireless 911callers to "Public Safety Answering Points."Sprint has completed its PCS network upgrade to support enhanced 911service, but actual availability of this service requires action bylocal governments. Some states and local governments have imposed feeson wireless carriers to support local implementation of the service.Carriers are generally able to pass these fees along to consumers.Emergency 911 services may afford wireless carriers substantial andattractive new service and marketing opportunities.

FCC rulesinclude several measures designed to remove obstacles to competitiveaccess to customers and facilities in commercial multiple tenantenvironments, including thefollowing:

|              |                                                                                                                                                                                                                                                                     |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Telecommunicationscarriers in commercial settings may not enter into exclusive contractswith building owners, including contracts that effectively restrictpremises owners or their agents from permitting access to othertelecommunications service providers; and |

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|              |                                                                                                                                                                                                              |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Utilities,including LECs, must afford telecommunications carriers and cableservice providers reasonable and nondiscriminatory access to poles,conduits and rights-of-way owned or controlled by the utility. |

The FCC has also issued a further notice of proposed rulemakingseeking comment on whether it should adopt additional rules in thisarea, including extending certain regulations to include residential aswell as commercial buildings. The final result of this proceeding couldaffect the availability and pricing of sites for our antennae and thoseof our competitors.

Communications Assistance for LawEnforcement

The Communications Assistance for Law EnforcementAct ("CALEA"), enacted in 1994, requireswireless personal communications service and other telecommunicationsservice providers to ensure that their facilities, equipment andservices are able to comply with authorized electronic surveillance byfederal, state and local law enforcement personnel. Wireless personalcommunications service providers were generally required to comply withthe current industry CALEA capability standard, known as J-STD-025, byJune 30, 2000, and with certain additional standards by September 30,2001. Wireless personal communications service providers who soughtextensions of compliance deadlines, including Sprint, are also requiredto implement a "packet-mode" capability byJanuary 30, 2004, though the FCC has granted numerous additionalextensions to this deadline. Providers had to meet various othercapability requirements established by the Department of Justice andFederal Bureau of Investigation as of June 30, 2002. Most wirelesspersonal communications service providers are ineligible for federalreimbursement for the software and hardware upgrades necessary tocomply with the CALEA capability and capacity requirements. On August4, 2004, the FCC initiated a wide-ranging review of its CALEAregulations in response to a Petition for Rulemaking filed by variouslaw enforcement agencies. In this proceeding, the FCC has proposedvarious changes to its CALEA requirements, some of which may increasethe cost of compliance for Sprint and its PCS Affiliates. In sum, CALEAcapability and capacity requirements are likely to impose someadditional switching and network costs upon Sprint and its managers andPCS Affiliates and other wireless entities.

The USA Patriot Actof 2001 included certain provisions that enable law enforcementagencies and other branches of the government to more easily acquirerecords and information regarding certain uses of communicationsfacilities from telecommunications carriers, including PCScarriers.

Other Federal Regulations

Sprint and its PCSAffiliates must bear the expense of compliance with FCC and FederalAviation Administration regulations regarding the siting, lighting andconstruction of transmitter towers and antennas. In addition, FCCenvironmental regulations may cause some of the Company's basestation locations to become subject to the additional expense ofregulation under the National Environmental Policy Act. The FCC isrequired to implement this Act by requiring service providers to meetland use and radio emissions standards.

Review of UniversalService Requirements

The FCC and certain states haveestablished "universal service" programs toensure that affordable, quality telecommunications services areavailable to all Americans. Sprint is required to contribute to thefederal universal service program as well as existing state programs.The FCC has determined that Sprint's"contribution" to the federal universalservice program is a variable percentage of "end-usertelecommunications revenues." Although many states haveadopted a similar assessment methodology, the states are free tocalculate telecommunications service provider contributions in anymanner they choose as long as the process is not inconsistent with theFCC's rules. Some wireless entities have received statecommission designation as "eligible telecommunicationscarriers," enabling them to receive federal and stateuniversal service support, and compete with wireline telephonecompanies for universal service revenue. Because we manage substantialrural areas for the PCS Division of Sprint, it is possible that we willreceive revenues in the 

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future from federal and state universalservice support funds that are much greater than the reductions in ourrevenues due to universal service contributions paid by Sprint.

The FCC is investigating the type of regulation that it should applyto VoIP. In a November 2004 decision, the FCC concluded that at leastone form of VoIP is an unregulated information service, rather than atelecommunications service, and as such is not subject to stateregulation or universal service contributions. Currently VoIP providersdo not generally compensate carriers for termination of calls on theirnetworks through reciprocal compensation or access charges. Additionaldecisions by the FCC are expected to further clarify the regulatorystatus of VoIP offerings, which may affect their relationships withtelecommunications carriers.

Partitioning/Disaggregation

FCC rules allow broadband wireless personal communications serviceslicensees to partition their market areas and/or to disaggregate theirassigned spectrum and to transfer partial market areas or spectrumassignments to eligible third parties. These rules may enable us topurchase wireless personal communications service spectrum from Sprintand other wireless personal communications services licensees as asupplement or alternative to the existing management arrangements.

Wireless Facilities Siting

States and localities are notpermitted to regulate the placement of wireless facilities so as to"prohibit" the provision of wireless servicesor to "discriminate" among providers of thoseservices. In addition, so long as a wireless system complies with theFCC's rules, states and localities are prohibited from usingradio frequency health effects as a basis to regulate the placement,construction or operation of wireless facilities. These rules aredesigned to make it possible for Sprint and its managers and PCSAffiliates and other wireless entities to acquire necessary tower sitesin the face of local zoning opposition and delays. In the fall of 2004,the FCC adopted measures in coordination with the Advisory Council onHistoric Preservation and the National Conference of State HistoricPreservation Officers. These provisions, known as the"Nationwide ProgrammaticAgreement"("NPA"), were designedto ease the review process for wireless towers constructed nearhistoric properties, but members of the wireless industry havecomplained to the FCC that the NPA actually increases unnecessaryburdens for tower construction and gives undue authority to federallyrecognized Indian tribes and have also appealed the FCC'sdecision in federal court on jurisdictional grounds.

EqualAccess

Wireless providers are not required to provide longdistance carriers with equal access to wireless customers for theprovision of toll services. This enables us and Sprint to generateadditional revenues by reselling the toll services of Sprint PCS andother interexchange carriers from whom we can obtain favorable volumediscounts. However, the FCC is authorized to require unblocked accessto toll service providers subject to certain conditions.

StateRegulation of Wireless Service

Section 332 of theCommunications Act of 1934, as amended, preempts states from regulatingthe rates and entry of CMRS providers. Section 332 does not prohibit astate from regulating the other terms and conditions of commercialmobile services, including consumer billing information and practices,billing disputes and other consumer protection matters. Some stateshave proposed or adopted "Wireless Consumer Bill ofRights" requirements pursuant to this authority. Theselaws may add significant compliance costs in states where they areeffective. To the extent Sprint and its PCS Affiliates provide fixedwireless service, we may be subject to additional state regulation.These standards and rulings have prevented states from delaying theentry of wireless personal communications services and other wirelesscarriers into their jurisdictions via certification and similarrequirements, and from delaying or inhibiting aggressive or flexiblewireless price competition after entry.

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Interference Temperature

InNovember 2003, the FCC launched an inquiry aimed at establishing a newparadigm for the determination of interference to wireless services.Currently, interference measurements are based on transmitteroperations. The proposed "interferencetemperature" would take into account interactions betweentransmitters and receivers, as well as all other elements of the radiofrequency environment. One goal of this proceeding is to createopportunities for other transmitters, whether licensed or unlicensed,to operate in bands that are now exclusively reserved for licensees,such as the personal communications service frequencies used by Sprint.It is too early in this proceeding to determine what effect, if any,this inquiry by the FCC will have on our business.

AvailableInformation

The Company's Internet address iswww.alamosapcs.com. We make available free of charge through our website our annual report on Form 10-K, quarterly reports on Form 10-Q,current reports on Form 8-K and all amendments to those reports filedor furnished pursuant to Section 13(a) or 15(d) of the Exchange Act assoon as reasonably practicable after we electronically file suchmaterial with, or furnish such material to, the SEC. Informationcontained on the web site is not part of this report.

The publicmay read and copy any materials the Company files with the SEC at theSEC's Public Reference Room at 450 Fifth Street, N.W.,Washington, D.C. 20549. The public may obtain information on theoperation of the Public Reference Room by calling the SEC at1-800-SEC-0330. The SEC maintains an Internet site that containsreports, proxy and information statements, and other informationregarding issuers that file electronically with the SEC. The address ofthat site is www.sec.gov.

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| ITEM2.  | PROPERTIES. |

Our headquarters are locatedin Lubbock, Texas and we lease space in a number of locations,primarily for our retail stores, base stations and switching centers.As of December 31, 2004, we leased space for 64 retail stores, 13kiosks and 9 switching centers. As of December 31, 2004, we leasedspace for the placement of 1,837 sites. 1,777 are located on towers orother structures owned by others. 60 of these sites are on towers orother structures owned by us. In cases where we own the structure, wetypically lease the location where the structure is placed. Weco-locate with other wireless service providers with respect toapproximately 91% of our sites. We believe that our facilitiesare adequate for our current operations and that additional leasedspace can be obtained if needed on commercially reasonable terms.

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| ITEM 3.  | LEGAL PROCEEDINGS. |

We have beennamed as a defendant in a number of purported securities class actionsin the United States District Court for the Southern District of NewYork (In re Alamosa PCS Holdings Initial Public Offering SecuritiesLitigation, docket No. 01 Civ. 11235), arising out of our initialpublic offering (the "IPO"). Variousunderwriters of the IPO also are named as defendants in the actions.The action against us is one of more than 300 related class actionswhich have been consolidated and are pending in the same court. Thecomplainants seek to recover damages and allege, among other things,that the registration statement and prospectus filed with the SEC forpurposes of the IPO were false and misleading because they failed todisclose that the underwriters allegedly (i) solicited and receivedcommissions from certain investors in exchange for allocating to themshares of common stock in connection with the IPO, and (ii) enteredinto agreements with their customers to allocate such stock to thosecustomers in exchange for the customers agreeing to purchase additionalCompany shares in the aftermarket at pre-determined prices. On February19, 2003, the Court granted motions by us and 115 other issuers todismiss the claims under Rule 10b-5 of the Exchange Act which had beenasserted against them. The Court denied the motions by us and virtuallyall of the other issuers to dismiss the claims asserted against themunder Section 11 of the Securities Act. We maintain insurance coveragewhich may mitigate our exposure to loss in the event that this claim isnot resolved in our favor.

The issuers in the IPO cases,including us, have reached an agreement in principle with theplaintiffs to settle the claims asserted by the plaintiffs againstthem. Under the terms of the proposed settlement, the insurancecarriers for the issuers will pay the plaintiffs the difference between$1 billion and all amounts which the plaintiffs recover from theunderwriter defendants by way of settlement or judgment. Accordingly,no payment on behalf of the issuers under the proposed settlement willbe made by the issuers themselves. The claims against the issuers willbe dismissed, and the issuers and their officers and directors willreceive releases from the plaintiffs. Under the terms of the proposedsettlement, the issuers will also assign to plaintiffs certain claimswhich they may have against the underwriters arising out of our IPO,and the issuers will also agree not to assert certain other claimswhich they may have against the underwriters, without plaintiffs'consent. The proposed settlement is subject to agreement among theparties on final settlement documents and the approval of the court.The court has issued a decision and order which preliminarily approvesthe settlement as to the issuers. A hearing date has been scheduled bythe court for March 18, 2005 where they will approve the form andsubstance of a notice to be sent to class members describing thesettlement and giving class members the opportunity to opt out of orobject to the settlement. The court will also set a date for a fairnesshearing which will likely take place later in 2005.

On January23, 2001, our board of directors, in a unanimous decision, terminatedthe employment of Jerry Brantley, then President and Chief OperatingOfficer of the Company. On April 29, 2002, Mr.  Brantleyinitiated litigation against us and our Chairman, David E. Sharbutt inthe District Court of Lubbock County, Texas, 22nd JudicialDistrict, alleging wrongful termination. In the litigation, Mr.Brantley claimed, among other things, that our termination of hisemployment was without cause under his employment agreement rather thana termination for non-performance. As such, Mr.  Brantley'sclaim sought money damages for (i) severance pay equal to oneyear's salary at the time of his termination, (ii) the value ofcertain unexercised stock options he owned at the time of his

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termination, (iii) an allegedly unpaid bonusand (iv) exemplary damages, as well as recovery of attorney'sfees and costs. Mr. Brantley's claims against us and our CEO wereresolved pursuant to a settlement agreement dated February 6, 2004. Thesettlement did not materially impact our consolidated financialstatements or our operations.

On January 8, 2003, a claim wasmade against us by Southwest Antenna and Tower, Inc.("SWAT") in the Second Judicial DistrictCourt, County of Bernalillo, State of New Mexico, for monies due on anopen account. SWAT sought to recover approximately $2.0 million from usrelating to work performed by SWAT during 2000 for Roberts WirelessCommunications, L.L.C., which was acquired by us in the first quarterof 2001. This claim was settled for $875,000 during the second quarterof 2003.

In November and December 2003 and January 2004,multiple lawsuits were filed against Alamosa Holdings and David E.Sharbutt, our Chairman and Chief Executive Officer and Kendall W.Cowan, our Chief Financial Officer. Steven Richardson, our ChiefOperating Officer, was also a named defendant in one of the lawsuits.Each claim is a purported class action filed on behalf of a putativeclass of persons who and/or entities that purchased AlamosaHoldings' securities between January 9, 2001 and June 13, 2002,inclusive, and seeks recovery of compensatory damages, fees and costs.Each lawsuit was filed in the United Stated District Court for theNorthern District of Texas, in either the Lubbock Division or theDallas Division. On February 27, 2004, the lawsuits were consolidatedinto one action pending in the United States District Court for theNorthern District of Texas, Lubbock Division (Massachusetts StateGuaranteed Annuity Fund, et. al. v. Alamosa Holdings, et. al.,Civil Action No.: 5:03-cv-289-c). On March 4, 2004, the Court appointedthe Massachusetts State Guaranteed Annuity Fund to serve as leadplaintiff and approved its selection of lead counsel for theconsolidated action.

On May 18, 2004, the lead plaintiff filed aconsolidated complaint. The consolidated complaint names three of theoriginal defendants (Alamosa Holdings, David Sharbutt and KendallCowan), drops one of the original defendants (Steven Richardson) andnames two new defendants who are outside directors (Michael Roberts andSteven Roberts). The putative class period remains the same. Theconsolidated complaint alleges violations of Sections 10(b) and 20(a)of the Exchange Act, Rule 10b-5 promulgated thereunder, and Sections 11and 15 of the Securities Act. The consolidated complaint seeks recoveryof compensatory damages, fees, costs, rescission or rescissory damagesin connection with the Sections 11 and 15 claims, and injunctive reliefand/or disgorgement in connection with defendants' allegedinsider trading proceeds. At the end of the putative class period onJune 13, 2002, Alamosa Holdings announced that its projection of netsubscriber additions for the second quarter of 2002 would be less thanpreviously projected. The consolidated complaint alleges, among otherthings, that Alamosa Holdings made false and misleading statementsabout subscriber additions during the putative class period. Theconsolidated complaint also alleges that Alamosa Holdings'financial statements were false and misleading because they improperlyrecognized revenue and failed to record adequate allowances foruncollectible receivables. The defendants' motion to dismiss iscurrently pending before the Court.

We believe that AlamosaHoldings and the other defendants have meritorious defenses to theseclaims and intend to vigorously defend this action. No discovery hasbeen taken at this time, and the ultimate outcome is not currentlypredictable. There can be no assurance that the litigation will beresolved in the defendants' favor and an adverse resolution couldadversely affect our financial condition.

On July 8 and 15,2004, two shareholder derivative suits, each asserting identicalallegations, were filed in State District Court in Dallas County, Texason behalf of Alamosa Holdings against certain of our officers anddirectors: David E. Sharbutt, our Chairman and Chief Executive Officer,Kendall W. Cowan, our Chief Financial Officer, as well as other currentand former members of our board of directors, including Scotty Hart,Michael V. Roberts, Ray M. Clapp, Jr., Schuyler B. Marshall, Thomas F.Riley, Jr., Steven C. Roberts, Jimmy R. White, Thomas B. Hyde and TomM. Phelps. The suits also name Alamosa Holdings as a nominal defendant.On August 27, 2004, the lawsuits were consolidated into one actionpending in State District Court in Dallas County, Texas (In reAlamosa Holdings, Inc. 

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Derivative Litigation, cause No.04-06286). On November 24, 2004, the plaintiffs filed a consolidatedderivative petition. Based on allegations substantially similar to thefederal shareholder action, the suits assert claims fordefendants' alleged violations of state law, including breachesof fiduciary duty, abuse of control, gross mismanagement, waste ofcorporate assets and unjust enrichment that allegedly occurred betweenJanuary 2001 and June 2002. The suits seek recovery of damages, fees,costs, equitable and/or injunctive remedies, and disgorgement of allprofits, benefits and other compensation. The defendants' motionto stay this suit pending the outcome of the federal shareholder actionand in the alternative, special exceptions to the consolidatedderivative petition requesting dismissal of the action, are currentlypending before the Court. No discovery has been taken at this time, andthe ultimate outcome is not currently predictable.

By letterdated January 10, 2005, we received notice of request for arbitrationby PVT Networks, Inc. pursuant to the Outsource Service ProviderAgreement by and between PVT Networks, Inc. and us. The underlyingdispute concerns a request by PVT to be reimbursed for certain costsand fees under the Outsource Service Provider Agreement. The amount ofthe claim appears to be for approximately $449,000. We intend tovigorously defend this arbitration.

On November 26, 2003, CoreGroup PC filed a claim against Alamosa PCS and four other PCSAffiliates of Sprint in the United States District Court for theDistrict of Kansas alleging copyright infringement related to thedesigns used in Sprint retail stores. The complainant sought moneydamages and an injunction against Alamosa PCS' continued use ofthe alleged copyrighted designs. This claim was dismissed on June 4,2004 with no adverse impact to us.

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| ITEM4.  | SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS. |

Omitted under the reduced disclosure format pursuantto General Instruction I(2)(c) of Form 10-K.

PART II

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|---------------|-----------------------------------------------------------------------|
| ITEM 5.  | MARKET FOR REGISTRANT'SCOMMON EQUITY AND RELATED STOCKHOLDER MATTERS. |

We are awholly-owned subsidiary of Alamosa PCS Holdings and an indirectwholly-owned subsidiary of Alamosa Holdings. There is no market for ourcommon stock.

We have historically paid dividends to AlamosaHoldings to reimburse it for expenses incurred as Alamosa Holdings is aholding company whose primary source of income is distributions fromus. Additionally, beginning in 2004, we began to make dividend paymentsto Alamosa Holdings for the purpose of servicing the cash dividendrequirements of the preferred stock issued by Alamosa Holdings inconnection with our debt exchange which took place in November 2003.Dividends, if any, will be determined by our Board of Directors andwill depend upon our results of operations, financial condition, andcapital expenditure plans, as well as other factors that our Board ofDirectors considers relevant. In addition, the terms of the indenturesgoverning our senior notes may limit our ability and that of ourguarantor subsidiaries under our senior notes to pay dividends in thefuture.

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|---------------|-------------------------|
| ITEM 6.  | SELECTED FINANCIALDATA. |

Omitted under the reduced disclosure format pursuant toGeneral Instruction I(2)(a) of Form 10-K.

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|--------------|--------------------------------------------------------------------------------------|
| ITEM7.  | MANAGEMENT'S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATION. |

Forward-LookingInformation

You should read the following discussion andanalysis when you read the consolidated financial statements and therelated notes included in this annual report on Form 10-K beginning onpage F-1. 

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This discussion contains forward-lookingstatements that involve risks and uncertainties. Our actual resultscould differ materially from the results anticipated in theseforward-looking statements as a result of factors including, but notlimited to, those under "Item 7. Management'sDiscussion and Analysis of Financial Condition and Results of Operation– Risk Factors" and "This Annual ReportContains Forward-Looking Statements."

Definitionsof Operating Metrics

We discuss the following operating metricsrelating to our business in this "Management'sDiscussion and Analysis of Financial Condition and Results ofOperation" section:

|              |                                                                                                                                                                                                                                                                                                                                                                    |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | ARPU,or average monthly revenue per user, is a measure used to determine theaverage monthly subscriber revenue earned for subscribers based in ourterritory. This measure is calculated by dividing subscriber revenuesin our consolidated statement of operations by our average dailysubscribers during the period divided by the number of months in theperiod. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Average monthly churn is used tomeasure the rate at which subscribers based in our territory deactivateservice on a voluntary or involuntary basis. We calculate averagemonthly churn based on the number of subscribers deactivated during theperiod (net of transfers out of our service area and those whodeactivated within 30 days of activation) as a percentage of ouraverage daily subscriber base during the period divided by the numberof months during the period. |

|              |                                                                                                                                                                                                                                                                                                                                                                            |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | LicensedPOPs represent the number of residents (usually expressed in millions)in our territory in which we have an exclusive right to providewireless mobility communications services under the Sprint brand name.The number of residents located in our territory does not represent thenumber of wireless subscribers that we serve or expect to serve in ourterritory. |

|              |                                                                                                                                                                                                                                                                                                         |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Covered POPs represent thenumber of residents (usually expressed in millions) covered by ourportion of the PCS network of Sprint in our territory. The number ofresidents covered by our network does not represent the number ofwireless subscribers that we serve or expect to serve in ourterritory. |

General

As a PCS Affiliate of Sprint, wehave the exclusive right to provide wireless mobility communicationsservices under the Sprint brand name in our licensed territory. We ownand are responsible for building, operating and managing the portion ofthe PCS network of Sprint located in our territory. We offer nationalplans designed by Sprint as well as local plans tailored to our marketdemographics. Our portion of the PCS network of Sprint is designed tooffer a seamless connection with the 100% digital PCS nationwidewireless network of Sprint. We market Sprint PCS products and servicesthrough a number of distribution outlets located in our territory,including our own retail stores, major national distributors and localthird party distributors. At December 31, 2004, we had total licensedPOPs of over 15.8 million, covered POPs of approximately 12.9 millionand total subscribers of approximately 915,000.

We recognizerevenues from our subscribers for the provision of wirelesstelecommunications services, proceeds from the sales of handsets andaccessories through channels controlled by us and fees from Sprint andother wireless service providers and resellers when their customersroam onto our portion of the PCS network of Sprint. Sprint retains8% of all service revenue collected from our subscribers (notincluding products sales and roaming charges billed to our subscribers)and all fees collected from other wireless service providers andresellers when their customers use our portion of the PCS network ofSprint. We report the amount retained by Sprint as an operatingexpense. In addition, Sprint bills our subscribers for taxes, handsetinsurance, equipment and Universal Service Fund charges and othersurcharges which we do not record. Sprint collects these amounts fromthe subscribers and remits them to the appropriate entity.

Aspart of our affiliation agreements with Sprint, we have contracted withSprint to provide back office services such as customer activation,handset logistics, billing, customer care and network 

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monitoring services. We initially elected todelegate the performance of these services to Sprint to take advantageof their economies of scale, to accelerate our build-out and marketlaunches and to lower our initial capital requirements. We continue tocontract with Sprint for these services today and are obligated tocontinue using Sprint to provide these services through December 31,2006. The cost for these services is primarily on a per-subscriber orper-transaction basis and is recorded as an operating expense.

Critical Accounting Policies

The fundamental objective offinancial reporting is to provide useful information that allows areader to comprehend the business activities of an entity. To aid inthat understanding, we have identified our "criticalaccounting policies." These policies have the potential tohave a more significant impact on our consolidated financialstatements, either because of the significance of the financialstatement item to which they relate or because they require judgmentand estimation due to the uncertainty involved in measuring, at aspecific point in time, events which are continuous in nature.

Allowance for doubtful accounts - Estimates are used indetermining our allowance for doubtful accounts and are based on ourhistorical collection experience, current trends, credit policy, apercentage of our accounts receivable by aging category andexpectations of future bad debts based on current collectionactivities. In determining the allowance, we consider historicalwrite-offs of our receivables as well as historical changes in ourcredit policies. We also look at current trends in the credit qualityof our customer base.

Revenue recognition - We recordequipment revenue for the sale of handsets and accessories to customersin our retail stores and to local resellers in our territories. We donot record equipment revenue on handsets and accessories purchased byour customers from national resellers or directly from Sprint. Ourcustomers pay an activation fee when they initiate service. In thepast, we deferred this activation fee in all cases and recorded theactivation fee revenue over the estimated average life of our customerswhich ranges from 12 to 36 months depending on credit class and basedon our past experience. Effective July 1, 2003, we adopted theaccounting provisions of Emerging Issues Task Force("EITF") Abstract No. 00-21,"Accounting for Revenue Arrangements with MultipleDeliverables." Accordingly, beginning July 1, 2003, weallocate amounts charged to customers at the point of sale between thesale of handsets and other equipment and the sale of wirelesstelecommunication services in those transactions taking place indistribution channels that we directly control. Activation fees chargedin transactions outside of our directly controlled distributionchannels continue to be deferred and amortized over the average life ofthe subscriber base.

We recognize revenue from our customers asthey use the service. Additionally, we provide a reduction of recordedrevenue for billing adjustments and billing corrections.

Thecost of handsets sold generally exceeds the retail sales price, as itis common in our industry to subsidize the price of handsets forcompetitive reasons. For handsets sold through channels controlled bySprint that are activated by a subscriber in our territory, wereimburse Sprint for the amount of subsidy incurred by them inconnection with the sale of these handsets. This reimbursement paid toSprint is reflected in our selling and marketing expenses in theconsolidated statements of operations.

Accounting forgoodwill and intangible assets - In connection with ouracquisitions of Roberts, WOW and Southwest PCS in the first quarter of2001, we recorded certain intangible assets including both identifiableintangibles and goodwill. Identifiable intangibles consisted of theSprint agreements and the respective subscriber bases in place at thetime of acquisition. The intangible assets related to the Sprintagreements are being amortized on a straight line basis over theremaining original term of the underlying Sprint agreements orapproximately 17.6 years. The subscriber base intangible asset wasbeing amortized on a straight line basis over the estimated life of theacquired subscribers or approximately 3 years. The subscriber baseintangible asset became fully amortized in the first quarter of 2004.We purchased the rights to additional territory from Sprint inSeptember 2004 which resulted 

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in the recognition of an intangible assetrelated to the rights under the Sprint agreement. This intangible assetis being amortized over the remaining original term of the relatedSprint agreement or approximately 14 years.

We adopted theprovisions of Statement of Financial Accounting Standards("SFAS") No. 142, "Goodwill andOther Intangible Assets," on January 1, 2002. SFAS No. 142primarily addresses the accounting for goodwill and intangible assetssubsequent to their initial recognition. The provisions of SFAS No. 142(i) prohibit the amortization of goodwill and indefinite-livedintangible assets, (ii)  require that goodwill andindefinite-lived intangible assets be tested annually for impairment(and in interim periods if certain events occur indicating that thecarrying value of goodwill and indefinite-lived intangible assets maybe impaired), (iii) require that reporting units be identified for thepurpose of assessing potential future impairments of goodwill and (iv)remove the forty-year limitation on the amortization period ofintangible assets that have finite lives. As of December 31, 2001, wehad recorded $15.9 million in accumulated amortization of goodwill.Upon the adoption of SFAS No. 142, the amortization of goodwill wasdiscontinued. In connection with our annual impairment testing relatedto goodwill as of July 31, 2002, we determined that goodwill wasimpaired and recorded an impairment charge in the third quarter of 2002to reduce the carrying value of goodwill to zero.

Long-livedasset recovery - Long-lived assets, consisting primarily ofproperty, equipment and finite-lived intangibles, comprisedapproximately 75 percent of our total assets at December 31, 2004.Changes in technology or in our intended use of these assets may causethe estimated period of use or the value of these assets to change. Inaddition, changes in general industry conditions could cause the valueof certain of these assets to change. We monitor the appropriateness ofthe estimated useful lives of these assets. Whenever events or changesin circumstances indicate that the carrying amounts of these assets maynot be recoverable, we review the respective assets for impairment. Theimpairment of goodwill recorded in 2002 and the trends in the wirelesstelecommunications industry that drove our decision to launch a debtexchange offer in September 2003 were deemed to be"triggering events" requiring impairmenttesting of our other long-lived assets under SFAS No. 144,"Accounting for the Impairment or Disposal of Long-LivedAssets." In performing this test, assets were groupedaccording to identifiable cash flow streams and the undiscounted cashflow over the life of the asset group was compared to the carryingvalue of the asset group. We determined that we had one asset groupingrelated to cash flows generated by our subscriber base, which includedall of our assets. The life of this asset group for purposes of theseimpairment tests was assumed to be ten years. No impairment wasindicated as a result of these tests. Estimates and assumptions used inboth estimating the useful life and evaluating potential impairmentissues require a significant amount of judgment.

Operatingleases - Operating leases and related leasehold improvement costsare accounted for based on the provisions of SFAS No. 13,"Accounting for Leases." We have asignificant number of leases primarily associated with towers and otherlocations on which we install our network equipment. These leases areconsidered operating leases and the monthly rentals are expensed asincurred while any capital expenditures associated with preparing thesite for our use are capitalized and depreciated. These capitalexpenditures are depreciated over the shorter of the lease term or theeconomic life of the respective assets. Additionally, certain of theseoperating leases contain rent escalation provisions over the term ofthe respective leases. For those leases with escalation provisions, theperiodic rental expense is recorded on a straight line basis over thelease term. The lease term and the economic life of the related assetsare generally the same term.

Income taxes - We accountfor income taxes in accordance with SFAS No. 109,"Accounting for Income Taxes." Under thismethod, we utilize an asset and liability approach to accounting forincome taxes, wherein deferred taxes are provided for book and taxbasis differences for assets and liabilities. In the event differencesexist between the book and tax basis of our assets and liabilities thatresult in deferred tax assets, an evaluation of the probability ofbeing able to realize the future benefits indicated by such assets ismade. A valuation allowance is provided for the portion of deferred taxassets for which there is sufficient uncertainty regarding our abilityto recognize the benefits of those assets in future years.

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The net deferred tax asset was fullyreserved through December 31, 2000 because of uncertainty regarding ourability to recognize the benefit of the asset in future years. Inconnection with the acquisitions in 2001, a significant deferred taxliability was recorded related to intangibles. The reversal of thetiming differences which gave rise to the deferred tax liability willallow us to benefit from the deferred tax asset. As such, the valuationallowance against the deferred tax asset was reduced in 2001 to accountfor the expected benefit to be realized. We continue to evaluate thelikelihood of realizing the benefits of deferred tax items. During2003, we reinstated a valuation allowance to reflect the deferred taxassets at the amounts expected to be realized. The valuation allowancewas further increased in 2004 to reflect the deferred tax assets at theamounts expected to be realized. On a quarterly basis, we evaluate theneed for and adequacy of the valuation allowance based upon theexpected realizability of our deferred tax assets and adjust the amountof such allowance, if necessary. The factors used to assess thelikelihood of realization are the latest forecast of future taxableincome, available tax planning strategies and the future reversal ofexisting taxable temporary differences.

Reliance on thetimeliness and accuracy of data received from Sprint - We placesignificant reliance on Sprint as a service provider in terms of thetimeliness and accuracy of financial and statistical data related tocustomers based in our service territory that we receive on a periodicbasis from Sprint. We make significant estimates in terms of cashflows, revenue, cost of service, selling and marketing costs and theadequacy of our allowance for uncollectible accounts based on this datawe receive from Sprint. We obtain assurance as to the accuracy of thisdata through analytic review and reliance on the service auditor reporton Sprint's internal control processes prepared by Sprint'sexternal service auditor. Inaccurate or incomplete data from Sprintcould have a material adverse effect on our results of operations andcash flow.

Consolidated Results of Operations

Unlessotherwise indicated, amounts stated in dollars in this description arein thousands.

For the year ended December 31, 2004 compared tothe year ended December 31, 2003

Subscriber growth and keyperformance indicators - We had total subscribers of approximately915,000 at December 31, 2004 compared to approximately 727,000 atDecember 31, 2003. This growth of approximately 188,000 subscribers or26 percent compares to 17 percent growth in 2003. The increase in therate of growth from 2003 to 2004 is due to an increase in ourdistribution channels, primarily in our own Sprint retail stores andbranded dealers in our territory as well as overall growth in thewireless telecommunications industry as compared to 2003.

Average monthly churn for 2004 was approximately 2.3 percentcompared to approximately 2.7 percent for 2003. Increases in churnnegatively impact our operations as we incur significant up front costsin acquiring customers.

Service Revenues - Servicerevenues consist of revenues from our subscribers and roaming andwholesale revenue earned when subscribers from other carriers orresellers of PCS service use our portion of the PCS network ofSprint.

Subscriber revenue consists of payments received fromour subscribers for monthly service under their service plans.Subscriber revenue also includes amortization of deferred activationfees and charges for the use of various features, including PCS Vision,the wireless web and voice activated dialing. Subscriber revenues were$555,711 for the year ended December 31, 2004 compared to $452,396 forthe year ended December 31, 2003. This increase of 23 percent wasprimarily due to the 26 percent increase in our subscriber basediscussed above. Base ARPU (without roaming) remained consistent in2004 at $57 compared to $56 in 2003.

Roaming and wholesalerevenue is comprised of revenue from Sprint and other PCS subscribersbased outside of our territory that roam onto our portion of the PCSnetwork of Sprint as well as revenue from resellers of PCS servicewhose subscribers use our portion of the PCS network of Sprint.

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Roaming revenue was $186,815 for the yearended December 31, 2004 compared to $146,446 for the year endedDecember 31, 2003. This increase of 28 percent was primarily due to a35 percent increase in inbound roaming minutes to 2.3 billion for theyear ended December 31, 2004 compared to 1.7 billion for the year endedDecember 31, 2003. The percentage increase in revenue was less than thepercentage increase in minutes due to declining rates from carriersother than Sprint. We have a reciprocal roaming rate arrangement withSprint pursuant to which per-minute charges for inbound and outboundroaming related to Sprint subscribers are identical. This rate has been5.8 cents per minute since January 1, 2003. The November 2003amendments to our affiliation agreements with Sprint (as amended inMarch 2004) that became effective on December 1, 2003 after thecompletion of our debt exchange, fixed our reciprocal roaming rate withSprint at 5.8 cents per minute until December 31, 2006. We arecurrently a net receiver of roaming with Sprint, meaning that theminute volume from other Sprint subscribers roaming onto our network isgreater than the minute volume from our subscribers roaming onto otherportions of the PCS network of Sprint. The ratio of inbound to outboundSprint roaming minutes was 1.16 to 1 for the year ended December 31,2004. We have experienced a significant increase in the volume ofinbound roaming traffic from PCS providers other than Sprint. Thistraffic is settled at rates separately negotiated by Sprint on ourbehalf with the other PCS providers and has declined in some casesduring 2004 compared to 2003.

Wholesale revenue was $27,415 forthe year ended December 31, 2004 compared to $4,326 for the year endedDecember 31, 2003. This increase of 534 percent was due to the additionof revenue related to subscribers of another PCS carrier with whomSprint entered into an agreement to allow those subscribers to use thePCS network of Sprint on a wholesale basis. As a result, all minutes ofuse for those subscribers in their home areas as well as when roamingare on the PCS network of Sprint.

Product sales and cost ofproducts sold - We record revenue from the sale of handsets andaccessories, net of an allowance for returns, as product sales. Productsales revenue and costs of products sold are recorded for all productsthat are sold through our retail stores as well as those sold to ourlocal indirect agents. The cost of handsets sold generally exceeds theretail sales price as we subsidize the price of handsets forcompetitive reasons. Sprint's handset return policy allowscustomers to return their handsets for a full refund within 14 days ofpurchase. When handsets are returned to us, we may be able to reissuethe handsets to customers at little additional cost to us. However,when handsets are returned to Sprint for refurbishing, we receive acredit from Sprint, which is less than the amount we originally paidfor the handset.

Product sales revenue for 2004 was $33,159compared to $27,882 in 2003. Cost of products sold for 2004 was $76,183compared to $59,651 for 2003. As such, the subsidy on handsets soldthrough our retail and local indirect channels was $43,024 in 2004 and$31,769 in 2003. The increase in subsidies of $11,255 in 2004 isprimarily due to an increase in the number of activations through ourretail and local indirect channels of approximately 69,711. In additionto the increase in the number of activations, we also experienced anincrease in subsidies through the retail and indirect channels relatingto existing subscribers upgrading their handsets in 2004.

Cost of service and operations (excluding non-cash compensation)- Cost of service and operations includes the costs of operatingour portion of the PCS network of Sprint. These costs include itemssuch as tower leases and maintenance as well as backhaul costs, whichare costs associated with transporting wireless calls across ourportion of the PCS network of Sprint to another carrier'snetwork. In addition, cost of service and operations includes outboundroaming costs, long distance charges, the fees we pay to Sprint for our8 percent affiliation fee, back office services such as billing andcustomer care as well as our provision for estimated uncollectibleaccounts. Expenses of $383,287 in 2004 were 21 percent higher than the$317,215 incurred in 2003. The increase in expenses in 2004 was due tothe increased volume of traffic carried on our network. Total minutesof use on our network were 9.3 billion minutes in 2004 compared to 6.2billion minutes in 2003 for an increase in traffic of 51 percent. Theincrease in costs was lower relative to the increase in traffic due tothe leverage we experience in spreading our fixed network operatingcosts over a larger volume of activity.

Selling andmarketing expenses (excluding non-cash compensation) - Selling andmarketing expenses include advertising, promotion, sales commissionsand expenses related to our distribution 

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channels including our retail store expenses.In addition, we reimburse Sprint for the subsidy on handsets soldthrough national retail stores due to the fact that these retailerspurchase their handsets from Sprint. This subsidy is recorded as aselling and marketing expense. Total selling and marketing expenses of$140,833 in 2004 were 25 percent higher than the $112,626 incurred in2003 due to an increase in variable costs resulting from increases ingross activations in 2004 as compared to 2003.

General andadministrative expenses (excluding non-cash compensation) -General and administrative expenses include corporate costs andexpenses such as administration and finance. General and administrativeexpenses of $21,938 in 2004 were 39 percent higher than the $15,814incurred in 2003. The increase in 2004 has been the result of increasedprofessional fees being driven by various efforts undertaken inpreparing for the reporting requirements under the Sarbanes-Oxley Actof 2002, additional legal fees incurred in defense of class actionlawsuits brought late in 2003 and in 2004 as well as additionalpersonnel costs.

Depreciation and amortization -Depreciation and amortization includes depreciation of ourproperty and equipment as well as amortization of intangibles.Depreciation of our property and equipment is calculated on thestraight line method over the estimated useful lives of the underlyingassets and totaled $72,685 in 2004 as compared to $70,428 in 2003. Thisincrease of 3 percent is due to the increase in depreciable costs as aresult of our capital expenditures in 2004.

Amortization expenserelates to intangible assets recorded related to the agreements withSprint and the customer base acquired in connection with purchasetransactions. Amortization expense of $32,090 in 2004 was 20 percentless than the $40,067 in 2003. The decrease in 2004 is due to the factthat the intangible asset related to the subscriber base acquiredbecame fully amortized in the first quarter of 2004.

Impairment of property and equipment - We recordedimpairments of property and equipment of $3,730 in 2004 compared to$2,243 in 2003. Impairments recorded in both periods primarily relateto the abandonment of certain network equipment that had becometechnologically obsolete.

Non-cash compensation -Non-cash compensation expense of $80 and $149 in 2004 and 2003,respectively, related to the vesting of 200,000 and 400,000 shares,respectively, of restricted stock that were awarded to our officers in2002.

Operating income - Our operating income for 2004was $72,274 compared to $12,857 for 2003. This increase in income isprimarily attributable to the leverage we are beginning to experiencein spreading our fixed costs over a larger base of subscribers andgrowth in inbound roaming revenue from other PCS carriers.

Loss on debt extinguishment - The loss on debtextinguishment of $13,101 recorded in 2004 relates to the repayment andtermination of our senior secured credit facility in January 2004. Theloss is comprised of $12,565 in net deferred loan fees related to theterminated credit facility plus the recognition of $536 in othercomprehensive loss related to derivative instruments used for hedginginterest rate risk on outstanding borrowings under the creditfacility.

Debt exchange expenses - Debt exchangeexpenses recorded in 2003 consist of professional fees and transactioncosts associated with the debt exchange that was completed in November2003 that were allocated to the new notes issued in the exchange andwere expensed in accordance with the accounting provisions of SFAS No.15, "Accounting by Debtors and Creditors for Troubled DebtRestructurings." Because the debt exchange was considereda troubled debt restructuring under the provisions of SFAS No. 15,transaction costs associated with the granting of an equity interest tothe holders of the notes were recorded as a reduction in the fair valueof the Series B Convertible Preferred Stock that Alamosa Holdingsissued in the debt exchange. The remaining transaction costs wereexpensed. We had no such debt exchange expenses in 2004.

Interest and other income - Interest and other incomerepresents amounts earned on the investment of excess cash includingrestricted cash and short term investments. Income of $1,458 in 2004was 57 percent higher than the $929 earned in 2003. The increase in2004 is primarily due to the fact that during 2004, the Board ofDirectors approved a change in the Company's investment policy

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to extend the allowable weighted averagematurity of investments from the 90 days allowed previously to 270days. The extension in allowable maturity allowed the Company to investin higher yielding short term investments.

Interest expense- Interest expense for 2004 and 2003 included non-cash interest of$25,723 and $37,402, respectively, related to the accretion of seniordiscount notes, the amortization of debt issuance costs and changes inthe fair value of hedge instruments that do not qualify for hedgeaccounting treatment. The decrease in total interest expense to $75,739from $99,914 in 2003 is due to the decreased level of debt after thedebt exchange completed in November 2003 coupled with a lower interestrate on senior notes issued in November 2003 and January 2004.

For the year ended December 31, 2003 compared to the year endedDecember 31, 2002

Subscriber growth and key performanceindicators - We had total subscribers of approximately 727,000 atDecember 31, 2003 compared to approximately 622,000 at December 31,2002. This growth of approximately 105,000 subscribers or 17 percentcompares to 24 percent growth in 2002. The decline in the rate ofgrowth from 2002 to 2003 is due to a larger subscriber base and thefact that overall growth in the wireless telecommunications industrydeclined in 2003 as compared to 2002.

Average monthly churn for2003 was approximately 2.7 percent compared to approximately 3.4percent for 2002. Average monthly churn in 2002 was the highest we haveexperienced since inception due to a significant number of involuntarydeactivations of subscribers for non-payment resulting from thesignificant number of sub-prime credit quality customers we and Sprinthad taken on during 2001 in connection with the Clear Pay program. Weand certain other PCS Affiliates of Sprint modified the Clear Payprogram in February 2002 and began to see the benefits of decreasedinvoluntary deactivations in the fourth quarter of 2002 that continuedinto 2003.

Service Revenues - Subscriber revenues were$452,396 for the year ended December 31, 2003 compared to $391,927 forthe year ended December 31, 2002. This increase of 15 percent wasprimarily due to the 17 percent increase in our subscriber basediscussed above. Base ARPU (without roaming) decreased in 2003 to $56compared to $58 in 2002. This decrease was attributable to plans withlarger buckets of minutes being offered in 2003 compared to 2002 as aresult of the increased level of competition in the marketplaceresulting in lower overage revenue from customers exceeding their planminutes.

Roaming revenue was $146,446 for 2003 compared to$139,843 for 2002. This increase of 5 percent was primarily due to a 55percent increase in inbound roaming minutes to 1.7 billion for 2003compared to 1.1 billion for 2002. The percentage increase in revenue in2003 was less than the percentage increase in minutes due to decliningrates from carriers other than Sprint. The reciprocal roaming rate withSprint was 5.8 cents per minute in both 2003 and 2002.

Wholesalerevenue was $4,326 for 2003 compared to $0 for 2002. This increase wasdue to the addition of revenue related to subscribers of another PCScarrier with whom Sprint entered into an agreement to allow thosesubscribers to use the PCS network of Sprint on a wholesale basis.

Product sales and cost of products sold - Product salesrevenue for 2003 was $27,882 compared to $23,922 for 2002. Cost ofproducts sold for 2003 was $59,651 compared to $50,974 for 2002. Assuch, the subsidy on handsets sold through our retail and localindirect channels was $31,769 in 2003 and $27,052 in 2002. The increasein subsidies is due to increased promotional efforts in terms ofrebates on handsets and equipment offered in response to increasedcompetition in the marketplace.

Cost of service andoperations (excluding non-cash compensation) - Costs of serviceand operations of $317,215 in 2003 were 8 percent lower than the$343,468 incurred in 2002. This decrease in cost is primarilyattributable to a reduction in bad debt expense in 2003 to $13,451compared to $40,285 in 2002 as we began to see the benefit ofreinstating deposit requirements on subscribers in certain creditcategories in the form of reduced involuntary deactivations ofsubscribers for non-payment and resulting decreases in writeoffs.

Selling and marketing expenses (excluding non-cash compensation)- Selling and marketing expenses of $112,626 in 2003 were 5percent lower than the $119,059 incurred in 2002 due to a decrease ofapproximately 25,000 total subscriber activations during 2003 ascompared to 2002.

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General and administrative expenses(excluding non-cash compensation) - General and administrativeexpenses of $15,814 in 2003 were 8 percent higher than the $14,656incurred in 2002. The primary causes for this increase were increasedprofessional fees being driven by various efforts undertaken in 2003 inbeginning to prepare for the reporting requirements under theSarbanes-Oxley Act of 2002.

Depreciation and amortization -Depreciation expense totaled $70,428 in 2003 as compared to$64,702 in 2002. This increase of 9 percent is due to the increase indepreciable costs as a result of our capital expenditures in 2003.

Amortization expense of $40,067 in 2003 was consistent with the$40,419 in 2002.

Impairment of property and equipment- In 2003 we recorded impairments of property and equipmenttotaling $2,243 primarily related to the abandonment of certain networkequipment that had become technologically obsolete. In 2002 we recordedimpairments of property and equipment totaling $1,194 primarily relatedto a switching facility that was closed and abandoned.

Non-cash compensation - Non-cash compensation expense of$149 and $29 in 2003 and 2002, respectively, relates to shares ofrestricted stock that were awarded to our officers in 2002. Certain ofour officers received a total of 800,000 shares of restricted stock in2002 at a discount to market price that will vest over a three-yearperiod. Compensation expense related to the difference between themarket price of the stock and the price the officers paid for the stockwill be recognized over the vesting period during which therestrictions lapse.

Operating income (loss) - Ouroperating income for 2003 was $12,857 compared to a loss of $370,444for 2002. This increase in income is primarily attributable to the factthat we recognized a $291,635 impairment of goodwill in 2002. Theremaining improvement is primarily attributable to the leverage we arebeginning to experience in spreading our fixed costs over a larger baseof subscribers and growth in inbound roaming revenue from other PCScarriers.

Debt exchange expenses - Debt exchangeexpenses recorded in 2003 of $8,694 consist of professional fees andtransaction costs associated with the debt exchange that was completedin November 2003 that were allocated to the new notes issued in theexchange and were expensed in accordance with the accounting provisionsof SFAS No. 15. We had no such debt exchange expenses in 2002.

Interest and other income - Interest and other incomerepresents amounts earned on the investment of excess cash includingrestricted cash. Income of $929 in 2003 was 73 percent less than the$3,459 earned in 2002 due to declining interest rates and the fact thatexcess cash and investments, including restricted cash, were liquidatedduring 2002 and 2003 in connection with funding our capitalexpenditures, cash interest payments on senior notes and operating cashflow losses.

Interest expense - Interest expense for2003 and 2002 included non-cash interest of $37,402 and $36,773,respectively, related to the accretion of senior discount notes, theamortization of debt issuance costs and changes in the fair value ofhedge instruments that do not qualify for hedge accounting treatment.The decrease in total interest expense to $99,914 from $102,863 in 2002is due to the decreased level of debt after the debt exchange completedin November 2003.

Income Taxes

We account for incometaxes in accordance with SFAS No. 109 "Accounting forIncome Taxes." As of December 31, 2000, the net deferredtax asset consisted primarily of temporary differences related to thetreatment of organizational costs, unearned compensation, interestexpense and net operating loss carry forwards. The net deferred taxasset was fully offset by a valuation allowance as of December 31, 2000because there was sufficient uncertainty as to whether we wouldrecognize the benefit of those deferred taxes in future periods. Inconnection with the acquisitions completed in 2001, we recordedsignificant deferred tax liabilities due to differences in the book andtax basis of the net assets acquired, particularly intangibleassets.

The reversal of the timing differences which gave riseto these deferred tax liabilities allowed us to realize the benefit oftiming differences which gave rise to the deferred tax asset. As aresult, we 

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released the valuation allowance during thesecond quarter of 2001. Prior to 2001, all deferred tax benefit hadbeen fully offset by an increase in the valuation allowance such thatthere was no financial statement impact with respect to income taxes.With the reduction of the valuation allowance in 2001, we began toreflect a deferred tax benefit in our consolidated statement ofoperations. During 2003, we reinstated a valuation allowance to reflectthe deferred tax assets at the amounts expected to be realized. Thevaluation allowance was further increased in 2004 to reflect thedeferred tax assets at the amounts expected to be realized. On aquarterly basis, we evaluate the need for an adequacy of the valuationallowance based on the expected realizability of our deferred taxassets and adjust the amount of such allowance, if necessary. Thefactors used to assess the likelihood of realization are the latestforecast of future taxable income, available tax planning strategiesand the future reversal of existing taxable temporary differences.

Cash Flows

Operating activities - Operating cashflows increased $76,436 in 2004 and increased $81,694 in 2003. The 2004increase is primarily due to our increased income before non-cash itemsin 2004 of $67,138 coupled with working capital changes of $9,298. The2003 increase is primarily due to our decreased loss before non-cashitems in 2003 of $72,988 coupled with working capital changes of$8,706.

Investing activities - Our investing cash flowswere negative $134,425 in 2004 compared to negative $1,256 in 2003. Ourcash capital expenditures for 2004 were $83,989 compared to $38,625 in2003 due to more cell sites built in 2004 as we expanded the coverageof our territory in 2004. Additionally, the decrease in restricted cashrelated to amounts used to make cash interest payments on our seniornotes was $1 in 2004 and $34,724 in 2003.

Our investing cashflows were negative $1,256 in 2003 compared to negative $27,658 in2002. Our cash capital expenditures for 2003 were $38,625 compared to$89,476 in 2002 due to fewer cell sites built in 2003 as we completedthe coverage of our territory in 2002. Additionally, the decrease inrestricted cash related to amounts used to make cash interest paymentson our senior notes was $34,724 in 2003 and $59,968 in 2002.

Financing activities - Our financing cash flows increasedin 2004 to $31,175 from negative $16,731 in 2003. In 2004, we receivednet proceeds from an offering of senior notes of approximately $242million which were used to permanently repay $200 million in borrowingsoutstanding under our senior secured credit facility. We paid cashdistributions to Alamosa Holdings in 2004 of $10,088. Our negativefinancing cash flows in 2003 were attributable to costs incurred inconnection with a debt restructuring completed in the fourth quarter of2003.

Our financing cash flows decreased in 2003 to a negative$16,731 from $9,501 in 2002. Our financing cash flows in 2002 primarilyconsisted of $12,838 in borrowings under our senior secured creditfacility. Our negative financing cash flows in 2003 were attributableto costs incurred in connection with a debt restructuring completed inthe fourth quarter of 2003.

Liquidity and CapitalResources

Liquidity - Since inception, we havefinanced our operations through capital contributions from our owners,debt financing and proceeds generated from public offerings of ours andAlamosa Holdings' common stock. The proceeds from thesetransactions have been used to fund the build-out of our portion of thePCS network of Sprint, subscriber acquisition costs and workingcapital.

While we have incurred significant net losses sinceinception and incurred negative cash flows from operating activitiesthrough 2002, we generated approximately $132 million and $56 millionof cash flows from operating activities for the years ended December31, 2004 and 2003, respectively. In November 2003, we completed a debtexchange that provided for approximately $238 million of principal debtreduction.

As of December 31, 2004, we had approximately $127million of cash on hand as well as $50 million in short terminvestments which we believe will be sufficient to fund expectedcapital 

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expenditures and to cover our workingcapital and debt service requirements (including dividends on AlamosaHoldings' preferred stock) for at least the next 12 months.

Alamosa Holdings completed the acquisition of another PCS Affiliateof Sprint in February 2005. In connection with that acquisition,stockholders of the acquired entity will receive cash consideration of$100 million. Alamosa Holdings' source of funds for approximately$85 million of cash consideration will be through cash provided by usto Alamosa Holdings.

Our future liquidity will be dependent on anumber of factors influencing our projections of operating cash flows,including those related to subscriber growth, ARPU, average monthlychurn and costs to acquire subscribers. Should actual results differsignificantly from these assumptions, our liquidity position could beadversely affected and we could be in a position that would require usto raise additional capital, which may or may not be available on termsacceptable to us, if at all, and could have a material adverse effecton our ability to achieve our intended business objectives.

Off-Balance Sheet Arrangements

We have no off-balance sheetarrangements that would have a current or future effect on thefinancial condition, changes in financial condition, revenues orexpenses, results of operations, liquidity, capital expenditures orcapital resources.

Contractual Obligations

Our futurecontractual obligations related to long-term debt, capital leaseobligations, and non-cancelable operating leases at December 31, 2004are reflected in the tablebelow.

|                                |  |                       |         |                  |  |                 |         |             |  |        |         |        |  |        |         |        |  |        |           |        |  |  |
|--------------------------------|--|-----------------------|---------|------------------|--|-----------------|---------|-------------|--|--------|---------|--------|--|--------|---------|--------|--|--------|-----------|--------|--|--|
|                           |  | Paymentsdue by period |
|                           |  | LessthanOne year      |         | 1 – 3Years |  | 4 –5Years |         | After5Years |  | Total  |
| Long-term debt (fullyaccreted) |  | $                     | — |             |  | $               | — |        |  | $      | 490,587 |   |  | $      | 263,925 |   |  | $      | 754,512   |   |
| Cashinterest                   |  |                  | 63,000  |             |  |            | 238,303 |        |  |   | 106,988 |   |  |   | 23,340  |   |  |   | 431,631   |   |
| Capitalleaseobligations        |  |                  | 196     |             |  |            | 464     |        |  |   | 276     |   |  |   | 324     |   |  |   | 1,260     |   |
| Operatingleases                |  |                  | 36,049  |             |  |            | 110,870 |        |  |   | 61,779  |   |  |   | 31,670  |   |  |   | 240,368   |   |
|                           |  | $                     | 99,245  |             |  | $               | 349,637 |        |  | $      | 659,630 |   |  | $      | 319,259 |   |  | $      | 1,427,771 |   |
|                                |

Descriptionof our Indebtedness

12% senior discount notes due2009 - In connection with the completion of our debt exchange inNovember 2003, we issued approximately $191 million in aggregateoriginal issue amount of the 12% senior discount notes. Theoutstanding principal amount of the 12% senior discount noteswill accrete at 12%, compounded semi-annually, to approximately$233.3 million at July 31, 2005. Thereafter, cash interest on theoutstanding principal amount will be payable semi-annually at12% beginning on January 31, 2006 and continuing throughmaturity on July 31, 2009. The 12% senior discount notes areunsecured.

11% senior notes due 2010 - Inconnection with the completion of our debt exchange in November 2003,we issued $250.8 million in aggregate principal amount of the11% senior notes. Cash interest on the outstanding principalamount of the 11% senior notes is payable semiannually at11% beginning on January 31, 2004 and continuing throughmaturity on July 31, 2010. The 11% senior notes areunsecured.

12 7/8% senior discountnotes due 2010 - As a result of our debt exchange, approximately$6.3 million in accreted principal amount of our12 7/8% senior discount notes remain outstandingat December 31, 2004. These notes will accrete to their full principalamount at maturity of $6.4 million on February 15, 2005, and thereaftercash interest on the outstanding principal amount will be payablesemiannually at 12 7/8% beginning on August 15,2005 and continuing through maturity on February 15, 2010. The121⁄2% senior discount notes are unsecured.

121⁄2% senior notes due 2011 - As aresult of our debt exchange, approximately $11.6 million in aggregateprincipal amount of our 121⁄2% senior notesremain outstanding. Cash interest on the 

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outstanding principal amount of these notesis payable semiannually at 121⁄2% throughmaturity on February 1, 2011. The 121⁄2% seniornotes are unsecured.

13 5/8% seniornotes due 2011 - As a result of our debt exchange, approximately$2.3 million in aggregate principal amount of our13 5/8% senior notes remain outstanding. Cashinterest on the outstanding principal amount of these notes is payablesemiannually at 13 5/8% through maturity onAugust 15, 2011. The 13 5/8% senior notes areunsecured.

81⁄2% senior notes due2012 - In January 2004, we issued $250 million in aggregateprincipal amount of our 81⁄2% senior notes due2012. Cash interest on the outstanding principal amount of these notesis payable semiannually at 81⁄2%, beginning onJuly 31, 2004, through maturity on January 31, 2012. We used theproceeds from this issuance to repay and terminate outstandingborrowings under the senior secured credit facility with the remainderavailable for general corporate purposes.

Inflation

Webelieve that inflation has not had a significant impact in the past andis not likely to have a significant impact in the foreseeable future onour results of operations.

Future Trends That May AffectOperating Results, Liquidity and Capital Resources

During 2002and 2003, we experienced overall declining net subscriber growthcompared to previous periods. This trend was attributable to increasedcompetition and slowing aggregate subscriber growth in the wirelesstelecommunications industry. Although we have experienced improvementin subscriber growth in 2004, we are continuing to incur net losses aswe continue to add subscribers, which requires a significant up-frontinvestment to acquire those subscribers. If net subscriber growth doesnot continue to improve, it will lengthen the amount of time it willtake for us to reach a sufficient number of subscribers to achieveprofitability.

We may experience a higher average monthly churnrate than we are currently anticipating. Our average monthly churn for2004 was 2.3 percent compared to 2.7 percent for 2003 and 3.4 percentfor 2002. The rate of churn experienced in 2002 was the highest that wehave experienced on an annual basis since the inception of the Company.Although churn has declined over the past two years, we expect that inthe near term churn could increase as a result of the implementation ofthe FCC's WLNP mandate in all of our markets during 2004. Throughthe end of 2004, we have not experienced a material impact to churnrelated to WLNP with respect to the markets in which we operate. Ifaverage monthly churn increases over the long-term, we would lose thecash flows attributable to those customers and have greater thanprojected losses.

We may incur significant handset subsidy costsfor existing customers who upgrade to a new handset. As our customerbase matures and technological advances in our services take place,more existing customers will begin to upgrade to new handsets to takeadvantage of these services. We have limited historical experienceregarding the rate at which existing customers upgrade their handsetsand if more customers upgrade than we are currently anticipating, itcould have a material adverse impact on our earnings and cashflows.

We may not be able to access the credit or equity marketsfor additional capital if the liquidity discussed above is notsufficient for the cash needs of our business. We continually evaluateoptions for additional sources of capital to supplement our liquidityposition and maintain maximum financial flexibility. If the need foradditional capital arises due to our actual results differingsignificantly from our business plan or for any other reason, we may beunable to raise additional capital.

Recently Issued AccountingPronouncements

In December 2004, the Financial AccountingStandards Board ("FASB") issued SFAS No.123(R), "Share-Based Payment," which is arevision of SFAS No. 123 and supersedes APB Opinion No. 25. SFAS No.123(R) requires all share-based payments to employees, including grantsof employee stock options, to be valued at fair value on the date ofgrant, and to be expensed over the 

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applicable vesting period. Pro formadisclosures of the income statement effects of share-based payments isno longer an alternative. SFAS No. 123(R) is effective for allstock-based awards granted on or after July 1, 2005. In addition,companies must also recognize compensation expense related to anyawards that are not fully vested as of July 1, 2005. Compensationexpense for the unvested awards will be measured based on the fairvalue of the awards previously calculated in developing the pro formadisclosures in accordance with the provisions of SFAS No. 123. We arecurrently assessing the impact of adopting SFAS No. 123(R) to ourconsolidated results of operations.

RISK FACTORS

RisksRelating to Our Business, Strategy and Operations

We may not be able to sustain our planned growth orobtain sufficient revenue to achieve and sustainprofitability.

During 2002 and 2003, we experiencedoverall declining net subscriber growth compared to periods prior to2002. This trend was attributable to increased competition and slowingaggregate subscriber growth in the wireless telecommunicationsindustry. We are currently experiencing net losses as we continue toadd subscribers, which requires a significant up-front investment toacquire those subscribers. Although we experienced an increase insubscriber growth in 2004, if net subscriber growth does not continueto improve or declines for an extended period of time, it may lengthenthe amount of time it will take for us to reach a sufficient number ofsubscribers to achieve profitability.

We may notachieve or sustain operating profitability or positive cashflows.

We have a limited operating history and haveincurred significant losses to date. Our future operating profitabilityand cash flows from operating activities will depend upon many factors,including, among others, our ability to market Sprint PCS products andservices, achieve projected market penetration and manage subscriberturnover rates. We will have to dedicate a substantial portion of anyfuture cash flows from operations to make interest and principalpayments on our consolidated debt, which will reduce funds availablefor other purposes. If we do not maintain positive cash flows fromoperations, or if our operating cash flows are insufficient to coverour debt obligations in the future, we may be unable to conduct ourbusiness in an effective or competitive manner.

Ifwe receive less revenues or incur more fees than we anticipate for PCSroaming from Sprint, our results of operations may be negativelyaffected.

We are paid a fee from Sprint or a PCS Affiliateof Sprint for every minute that Sprint's or thataffiliate's subscribers use our portion of the PCS network ofSprint. Similarly, we pay a fee to Sprint or another PCS Affiliate ofSprint for every minute that our subscribers use the PCS network ofSprint outside our territory. Sprint PCS subscribers based in ourterritory may spend more time in other PCS coverage areas than weanticipate, and wireless customers from outside our territory may spendless time in our territory or may use our services less than weanticipate. As a result, we may receive less Sprint PCS roaming revenueand/or have to pay more in Sprint PCS roaming fees than we collect inSprint PCS roaming revenue. Our ratio of inbound to outbound roamingminutes with Sprint PCS was approximately 1.16 to 1 in 2004. We expectthis ratio to decline to approximately 1 to 1 over time.

We are a consumer business and a recession inthe United States involving significantly lowered consumer spendingcould negatively affect our results of operations.

Ourprimary customer base is individual consumers, and in the event thatthe economic downturn that the United States and other countries haverecently experienced becomes more pronounced or lasts longer thancurrently expected and spending by individual consumers dropssignificantly, our business may be negatively affected.

Roaming and wholesale revenue from subscribers ofwireless communications providers other than Sprint PCS and PCSAffiliates of Sprint may decline in the future.

We derivea significant amount of roaming and wholesale revenue from wirelesscommunications providers other than Sprint and PCS Affiliates of Sprintfor permitting their subscribers to roam on or 

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use on a wholesale basis our portion of thePCS network of Sprint when they are in our territory. For the yearended December 31, 2004, approximately 30% of our roaming andwholesale revenue was attributable to revenue derived from these otherwireless communications providers. We do not have agreements directlywith these providers. Instead, we rely on roaming or wholesalearrangements that Sprint has negotiated. If the rates offered by Sprintare not attractive, these other wireless communications providers maydecide to build-out their own networks in our territory or enter intoroaming arrangements with our competitors who also already havenetworks in our territory. The loss of all or a significant portion ofthis revenue would have a material adverse effect on our financialcondition and operating results.

Our roamingarrangements may not be competitive with other wireless serviceproviders, which may restrict our ability to attract and retaincustomers and thus may adversely affect our operations.

Wedo not have agreements directly with other wireless service providersfor roaming coverage outside our territory. Instead, we rely on roamingarrangements that Sprint has negotiated with other wireless serviceproviders for coverage in these areas. Some risks related to thesearrangements are as follows:

|              |                                                                                |
|--------------|--------------------------------------------------------------------------------|
| •  | thearrangements may not benefit us in the same manner that they benefitSprint; |

|              |                                                                                                                                               |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------|
| •  | the quality of the serviceprovided by another provider during a roaming call may not approximatethe quality of the service provided bySprint; |

|              |                                                                                                                     |
|--------------|---------------------------------------------------------------------------------------------------------------------|
| •  | the price of a roaming call maynot be competitive with prices charged by other wireless companies forroaming calls; |

|              |                                                                                                                                          |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------|
| •  | customers must end acall in progress and initiate a new call when leaving the PCS networkof Sprint and entering another wirelessnetwork; |

|              |                                                                                                                      |
|--------------|----------------------------------------------------------------------------------------------------------------------|
| •  | Sprint wireless customers maynot be able to use advanced PCS features from Sprint, such as PCSVision, while roaming; |

|              |                                                                                                                                  |
|--------------|----------------------------------------------------------------------------------------------------------------------------------|
| •  | Sprint or thecarriers providing the service may not be able to provide us withaccurate billing information on a timely basis;and |

|              |                                                                                                                                                                                                                                                    |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | if Sprint wireless customers arenot able to have a similar wireless experience as when they are on thePCS network of Sprint, we may lose current subscribers and Sprint PCSproducts and services may be less attractive to potential newcustomers. |

The technology that we use maybecome obsolete, which would limit our ability to compete effectivelywithin the wireless telecommunications industry.

Thewireless telecommunications industry is experiencing significanttechnological change. We employ CDMA digital technology, the digitalwireless communications technology selected by Sprint and certain othercarriers for their nationwide networks. Other carriers employ othertechnologies, such as TDMA, GSM and iDEN, for their nationwidenetworks. If another technology becomes the preferred industrystandard, we would be at a competitive disadvantage and competitivepressures may require Sprint to change its digital technology, which inturn could require us to make changes to our network at substantialcosts. We may be unable to respond to these pressures and implement newtechnology on a timely basis or at an acceptable cost.

Unauthorized use of, or interference with, our portionof the PCS network of Sprint could disrupt our service and increase ourcosts.

We may incur costs associated with the unauthorizeduse of our portion of the PCS network of Sprint, includingadministrative and capital costs associated with detecting, monitoringand reducing the incidence of fraud. Fraudulent use of our portion ofthe PCS network of Sprint may impact interconnection costs, capacitycosts, administrative costs, fraud prevention costs and payments toother carriers for fraudulent roaming. In addition, some of our bordermarkets are susceptible to uncertainties related to areas not governedby the FCC. For example, unauthorized microwave radio signals near theborder in Mexico could disrupt our service in the United States.

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Potentialacquisitions may require us to incur substantial additional debt andintegrate new technologies, operations and services, which may becostly and time consuming.

We intend to continuallyevaluate opportunities for the acquisition of businesses that areintended to complement or extend our existing operations. If we acquireadditional businesses, we may encounter difficulties that may be costlyand time-consuming and slow our growth. For example, we may haveto:

|              |                                                                                                                                     |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------|
| •  | assume and/or incur substantialadditional debt to finance the acquisitions and fund the ongoingoperations of the acquiredcompanies; |

|              |                                                          |
|--------------|----------------------------------------------------------|
| •  | integrate new operationswith our existing operations; or |

|              |                                                                     |
|--------------|---------------------------------------------------------------------|
| •  | divertthe attention of our management from other business concerns. |

If we lose the right to install our equipment onwireless towers or are unable to renew expiring leases for wirelesstowers on favorable terms or at all, our business and results ofoperations could be adversely impacted.

Substantially allof our base stations are installed on leased tower facilities that areshared with one or more other wireless service providers. In addition,a large portion of these leased tower sites are owned by a few towercompanies. If a master agreement with one of these tower companies wereto terminate, or if one of these tower companies were unable to supportthe use of its tower sites by us, we would have to find new sites ormay be required to rebuild the affected portion of our network. Inaddition, the concentration of our tower leases with a limited numberof tower companies could adversely affect our results of operations andfinancial condition if any of our operating subsidiaries is unable torenew its expiring leases with these tower companies either onfavorable terms or at all. If any of the tower leasing companies thatwe do business with should experience severe financial difficulties, orfile for bankruptcy protection, our ability to use our towers could beadversely affected. That, in turn, would adversely affect our revenuesand financial condition if a material number of towers wereinvolved.

The loss of the officers and skilledemployees upon whom we depend to operate our business could adverselyaffect our results of operations.

Our business is managedby a small number of executive officers. We believe that our futuresuccess will depend in part on our continued ability to retain theseexecutive officers and to attract and retain other highly qualifiedtechnical and management personnel. We may not be successful inretaining key personnel or in attracting and retaining other highlyqualified technical and management personnel. The loss of the officersand skilled employees upon whom we depend to operate our business couldadversely affect our results of operations.

Risks Related tothe Relationship with Sprint

Our ability toconduct our business would be severely restricted if Sprint PCSterminates our affiliation agreements with it.

Ourrelationship with Sprint is governed by our affiliation agreements withSprint. Since we do not own any licenses to operate a wireless network,our business depends on the continued effectiveness of theseaffiliation agreements. However, Sprint may be able to terminate ouraffiliation agreements with it if we materially breach the terms of theagreements. These terms include operational and network requirementsthat are extremely technical and detailed and apply to each retailstore, cell site and switch site. Many of these operational and networkrequirements can be changed by Sprint, in certain cases, with littlenotice. As a result, we may not always be in compliance with allrequirements of our affiliation agreements with Sprint. Sprint conductsperiodic audits of compliance with various aspects of its programguidelines and identifies issues it believes need to be addressed.There may be substantial costs associated with remedying anynon-compliance, and such 

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costs may adversely affect our operatingresults and cash flows. If Sprint terminates or fails to renew ouraffiliation agreements or fails to perform its obligations under thoseagreements, our ability to conduct business would be severelyrestricted.

If we materially breach our affiliationagreements with Sprint, Sprint may have the right to purchase ouroperating assets at a discount to market value.

Ouraffiliation agreements with Sprint require that we provide networkcoverage to a minimum network coverage area within specified timeframes and that we meet and maintain Sprint's technical andcustomer service requirements. We believe we are in compliance with ournetwork build-out requirements and Sprint's other programrequirements. A failure by us to meet any expanded build-outrequirements for any one of the individual markets in our territory, ora failure to complete our current network build-out requirementsaccording to our expected time frame, or to meet Sprint'stechnical or customer service requirements contained in the affiliationagreements would constitute a material breach of the agreements, whichcould lead to their termination by Sprint. We may amend our affiliationagreements with Sprint in the future to expand our network coverage.Our affiliation agreements with Sprint provide that upon the occurrenceof an event of termination caused by our breach of such agreements,Sprint has the right to, among other things, purchase our operatingassets and for a price equal to 72% of our "entirebusiness value." See "Business—OurAffiliation Agreements with Sprint" for a description ofhow we calculate our entire business value.

Sprint may make decisions that could increaseour expenses and/or our capital expenditure requirements, reduce ourrevenues or make our affiliate relationships with Sprint lessadvantageous than expected.

Under our affiliationagreements with Sprint, Sprint has a substantial amount of control overfactors that significantly affect the conduct of our business.Accordingly, up to newly established limits set forth in the amendmentsto our affiliation agreements with Sprint executed in 2003 and 2004,Sprint may make decisions that adversely affect our business, such asthe following:

|              |                                                                                                                                                                                                                 |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Sprint prices itsnational calling plans based on its own objectives and could set pricelevels or change other characteristics of its plans in a way that maynot be economically sufficient for our business;and |

|              |                                                                                                                                                                                                                                                                                      |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Sprint may alter its network andtechnical requirements or request that we build-out additional areaswithin our territory, which could result in increased equipment andbuild-out costs or in Sprint building out that area itself or assigningit to another PCS Affiliate of Sprint. |

Certain provisions of our affiliation agreementswith Sprint may diminish our value and restrict the sale of ourbusiness.

Under specific circumstances, Sprint maypurchase our operating assets or capital stock at a discount. Inaddition, Sprint must consent to any transaction pursuant to whichAlamosa Holdings is no longer the "ultimateparent" of any of our operating subsidiaries party to theaffiliation agreements with Sprint and must consent to any assignmentby us of our affiliation agreements with it. Sprint also has a right offirst refusal if we decide to sell our operating assets to a thirdparty. We are also subject to a number of restrictions on the transferof our business, including a prohibition on the sale of our operatingassets to competitors of Sprint. These restrictions and otherrestrictions contained in our affiliation agreements with Sprint,restrict our ability to sell our business, may reduce the value a buyerwould be willing to pay for our business and may reduce our"entire business value."

Problems experienced by Sprint with its internalsupport systems could lead to customer dissatisfaction or increase ourcosts.

We rely on Sprint's internal support systems,including customer care, billing and back office support. As Sprint hasexpanded, its internal support systems have been subject to increaseddemand and, in some cases, suffered a degradation in service. We cannotassure you that Sprint will be able to 

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successfully add system capacity or that itsinternal support systems will be adequate. It is likely that problemswith Sprint's internal support systems couldcause:

|              |                                                  |
|--------------|--------------------------------------------------|
| •  | delays or problems in ouroperations or services; |

|              |                                                                             |
|--------------|-----------------------------------------------------------------------------|
| •  | delays ordifficulty in gaining access to customer and financialinformation; |

|              |                         |
|--------------|-------------------------|
| •  | a loss of customers;and |

|              |                                                                                                                                                       |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | an increase in the costs ofcustomer care, billing and back office services after the expiration ofour contractually fixed rates on December 31, 2006. |

ShouldSprint fail to deliver timely and accurate information, this may leadto adverse short-term decisions and inaccurate assumptions in ourbusiness plan. It could also adversely affect our cash flow becauseSprint collects our receivables and sends us a net amount that is basedon the financial information it produces for us.

Our costs for internal support systems mayincrease if Sprint terminates all or part of our services agreementswith it.

The costs for the services provided by Sprintunder our service agreements with Sprint related to billing, customercare and other back-office functions for the year ended December 31,2004 was approximately $70 million. Since we incur these costs on a persubscriber basis, we expect the aggregate costs for such services toincrease as the number of our subscribers increases. Sprint mayterminate any service provided under such agreements upon nine monthsprior written notice, but if we would like to continue receiving suchservice, Sprint has agreed that it will assist us in developing thatfunction internally or locating a third-party vendor that will providethat service. Although Sprint has agreed in such an event to reimburseus for expenses we incur in transitioning to any service internally orto a third-party, if Sprint terminates a service for which we have notdeveloped or are unable to develop a cost-effective alternative, ouroperating costs may increase beyond our expectations and our operationsmay be interrupted or restricted. We do not currently have acontingency plan if Sprint terminates a service we currently receivefrom it.

If Sprint does not maintain controlover its licensed spectrum, the affiliation agreements with Sprint maybe terminated.

Sprint, not us, owns the licenses necessaryto provide wireless services in our territory. The FCC requires thatlicensees like Sprint maintain control of their licensed systems andnot delegate control to third party operators or managers without theFCC's consent. Our affiliation agreements with Sprint reflect anarrangement that the parties believe meets the FCC requirements forlicensee control of licensed spectrum. However, if the FCC were todetermine that any of our affiliation agreements with Sprint needs tobe modified to increase the level of licensee control, we have agreedwith Sprint to use our best efforts to modify the agreements to complywith applicable law. If we cannot agree with Sprint to modify theagreements, those agreements may be terminated. If the agreements areterminated, we would no longer be a part of the PCS network of Sprintand we would not be able to conduct our business.

The FCC may fail to renew the Sprint wirelesslicenses under certain circumstances, which would prevent us fromproviding wireless services.

Sprint's wirelesslicenses are subject to renewal and revocation by the FCC. The Sprintwireless licenses in our territory will expire in 2005 or 2007 but maybe renewed for additional ten-year terms. The FCC has adopted specificstandards that apply to wireless personal communications serviceslicense renewals. Any failure by Sprint or us to comply with thesestandards could result in the nonrenewal of the Sprint licenses for ourterritory. Additionally, if Sprint does not demonstrate to the FCC thatSprint has met the construction requirements for each of its wirelesspersonal communications services licenses, it can lose those licenses.If Sprint loses its licenses in our territory for any of these reasons,we and our subsidiaries would not be able to provide wireless services

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without obtaining rights to other licenses.If Sprint loses its licenses in another territory, Sprint or theapplicable PCS Affiliate of Sprint would not be able to providewireless services without obtaining rights to other licenses and ourability to offer nationwide calling plans would be diminished and thecost of providing these plans could increase significantly.

We rely on Sprint for a substantial amount ofour financial information. If that information is not accurate, theinvestment community could lose confidence in us.

Underour affiliation agreements with Sprint, Sprint performs our billing,manages our accounts receivable and provides a substantial amount offinancial data that impact our accounts. We use that information torecord our financial results and to prepare our financial statements.If we later find errors in that information, we may be required torestate our financial statements. If that occurs with respect to us orany other PCS Affiliate of Sprint, investors and securities analystsmay lose confidence in us.

If Sprint doesnot succeed, our business may not succeed.

If Sprint has asignificant disruption to its business plan or network, fails tooperate its business in an efficient manner, or suffers a weakening ofits brand name, our operations and profitability would likely benegatively impacted. If Sprint should have significant financialproblems, including bankruptcy, our business would suffer materialadverse consequences, which could include termination or revision ofour affiliation agreements with Sprint. We currently have no reason tobelieve that Sprint will have significant financial problems, includingbankruptcy.

If other PCS Affiliates ofSprint have financial difficulties, the PCS network of Sprint could bedisrupted.

The national PCS network of Sprint is acombination of networks. The large metropolitan areas are owned andoperated by Sprint, and the areas in between them are operated by PCSAffiliates of Sprint, all of which are independent companies like us.We believe that most, if not all, of these companies have incurredsubstantial debt to pay the large cost of building out their networks.If other PCS Affiliates of Sprint experience financial difficulties,the PCS network of Sprint could be disrupted in the territories ofthose PCS Affiliates of Sprint. Material disruptions in the PCS networkof Sprint could have a material adverse effect on our ability toattract and retain subscribers. If the affiliation agreements of thosePCS Affiliates of Sprint are like ours, Sprint would have the right tostep in and operate the affected territory. However, this right couldbe delayed or hindered by legal proceedings, including any bankruptcyproceeding related to the affected PCS Affiliate of Sprint. Certain PCSAffiliates of Sprint have declared bankruptcy, some alleging thatSprint violated its agreements with the PCS Affiliate, and others haveexperienced financial difficulties. In each case, we believe that therehas been no material disruption of the PCS network of Sprint todate.

We may have difficulty in obtaining anadequate supply of certain handsets from Sprint, which could adverselyaffect our results of operations.

We depend on ourrelationship with Sprint to obtain handsets and other wireless devices.Sprint orders handsets and other wireless devices from variousmanufacturers. We could have difficulty obtaining specific types ofhandsets in a timely manner if:

|              |                                                                                                                                                                                                            |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Sprintdoes not adequately project the need for handsets for itself, its PCSAffiliates and its other third party distribution channels,particularly in transition to new technologies such as 3Gtechnology; |

|              |                                                        |
|--------------|--------------------------------------------------------|
| •  | Sprint gives preference toother distribution channels; |

|              |                                                                             |
|--------------|-----------------------------------------------------------------------------|
| •  | We do notadequately project our need for handsets or other wirelessdevices; |

|              |                                                                                                                       |
|--------------|-----------------------------------------------------------------------------------------------------------------------|
| •  | Sprint modifies its handsetlogistics and delivery plan in a manner that restricts or delays ouraccess to handsets; or |

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|              |                                                                                                |
|--------------|------------------------------------------------------------------------------------------------|
| •  | There is anadverse development in the relationship between Sprint and itssuppliers or vendors. |

The occurrence of any of the foregoingcould disrupt our customer service and/or result in a decrease in oursubscribers, which could adversely affect our results ofoperations.

The recently announced merger ofSprint and Nextel Communications, Inc. could have an impact on ouraffiliation agreements with Sprint.

On December 15, 2004,Sprint Corporation and Nextel Communications, Inc. announced that theirboards of directors unanimously approved a definitive agreement for amerger of equals. Nextel Communications currently operates a wirelessmobility communications network in certain territories in which we alsoprovide digital wireless mobility communications network services underthe Sprint or affiliated brands.

We and Sprint have had onlyvery preliminary communications regarding the potential impact on us ofthe pending Sprint-Nextel transaction. We believe that, based oncurrently available information, and assuming that no changes areeffected with respect to Sprint's agreements with us, Sprintcould be in violation of the exclusivity provisions of our agreementswith Sprint at some point following completion of the Sprint-Nexteltransaction.

Sprint's agreements with us provide forspecific remedies in the event of a material violation by Sprint ofsuch agreements if not cured within an applicable time period. Neitherwe nor any of our executives have made any definitive determination asto the impact on the value to us or our business of any of suchremedies or whether any such remedy would be more or less favorable tous or our shareholders than are our existing arrangements with Sprintor any possible renegotiated arrangements with Sprint.

We arecommitted to working with Sprint to reach mutually agreeablearrangements with respect to these matters. However, there can be noassurances that we and Sprint will be able to reach mutually acceptablearrangements or as to the terms of any such arrangements or the likelyimpact on us of any such arrangement.

Risks Related to OurIndebtedness

Our substantial leverage couldadversely affect our financial health.

We are highlyleveraged. As of December 31, 2004, our total outstanding debt,including capital lease obligations and excluding unused commitmentsmade by lenders, was approximately $740 million. As of December 31,2004, such indebtedness represents approximately 76% of ourtotal capitalization, which includes total outstanding debt andstockholder's equity as presented in our consolidated balancesheet at December 31, 2004. The indentures governing our existingsenior notes permit us and our subsidiaries to incur additionalindebtedness subject to certain limitations. Our substantialindebtedness could adversely affect our financial health by, amongother things:

|              |                                                            |
|--------------|------------------------------------------------------------|
| •  | increasing ourvulnerability to adverse economicconditions; |

|              |                                                                                                                |
|--------------|----------------------------------------------------------------------------------------------------------------|
| •  | limiting our ability toobtain any additional financing we may need to operate, develop andexpand our business; |

|              |                                                                                                                                                                                           |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | requiring us todedicate a substantial portion of any cash flows from operations toservice our debt, which reduces the funds available for operations andfuture business opportunities;and |

|              |                                                                                                                                          |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------|
| •  | potentially making us more highlyleveraged than our competitors, which could potentially decrease ourability to compete in our industry. |

The ability to make paymentson our debt will depend upon our future operating performance, which issubject to general economic and competitive conditions and tofinancial, business and other factors, many of which we cannot control.If the cash flows from our operating activities is insufficient toservice our debt obligations, we may take actions, such as delaying orreducing capital expenditures, attempting to restructure or refinanceour debt, selling assets or operations or seeking additional equitycapital.

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The terms of our debtplace restrictions on us and our subsidiaries, which may limit ouroperating flexibility.

The indentures governing our seniornotes impose material operating and financial restrictions on us andour subsidiaries. These restrictions, subject in certain cases toordinary course of business and other exceptions, may limit our abilityand the ability of our subsidiaries to engage in some transactions,including the following:

|              |                                                                                                               |
|--------------|---------------------------------------------------------------------------------------------------------------|
| •  | incurringadditional debt or in the case of our guarantor subsidiaries, issuingcapital stock to a third party; |

|              |                                                                                             |
|--------------|---------------------------------------------------------------------------------------------|
| •  | payingdividends, redeeming capital stock or making other restricted paymentsor investments; |

|              |                          |
|--------------|--------------------------|
| •  | creating liens onassets; |

|              |                                               |
|--------------|-----------------------------------------------|
| •  | merging, consolidating ordisposing of assets; |

|              |                                            |
|--------------|--------------------------------------------|
| •  | entering intotransactions with affiliates; |

|              |                                                                                                                                                                              |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | placingrestrictions on the ability of guarantor subsidiaries to pay dividendsor make other payments to Alamosa Delaware, which is the issuer of ourpublicly traded debt; and |

|              |                            |
|--------------|----------------------------|
| •  | changinglines of business. |

These restrictions could limit our ability toobtain debt financing, refinance or pay principal or interest on ouroutstanding debt, complete acquisitions for cash or debt, or react tochanges in our operating environment. Any future debt that we incur maycontain similar or more restrictive covenants.

Risks Related tothe Wireless Personal Communications Services Industry

We may continue to experience a high rate ofsubscriber turnover, which would adversely affect our financialperformance.

The wireless personal communications servicesindustry in general, and Sprint and its PCS Affiliates in particular,have experienced a higher rate of subscriber turnover, commonly knownas churn. We believe this higher churn rate has resulted fromSprint's programs for marketing its services to sub-prime creditquality subscribers, Sprint's relatively less establishedsubscriber base and Sprint's focus on adding subscribers from theconsumer segment of industry rather than business subscribers.

Due to, among other things, significant competition in our industryand general economic conditions, our future churn rate may be higherthan our historical rate. Factors that may contribute to higher churninclude:

|              |                                                                                                                                                                                            |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | inability or unwillingness ofsubscribers to pay, which results in involuntary deactivations, whichaccounted for approximately 34% of our deactivations in the yearended December 31, 2004; |

|              |                                                                                                                                                                                                                                                                       |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | subscriber mixand credit class, particularly sub-prime credit subscribers, whichaccounted for approximately 36% of our gross subscriberadditions for the year ended December 31, 2004 and account forapproximately 25% of our subscriber base as of December 31,2004; |

|              |                                                                                                                                                                                                                                                                                                                                               |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | the number of Sprint PCSsubscribers based in our territory that receive our services under acontract, consisting of approximately 87% of Sprint PCSsubscribers based in our territory as of December 31, 2004; of thesesubscribers under contracts, approximately 91% were undercontracts with original contract terms of two years orlonger; |

|              |                                                                      |
|--------------|----------------------------------------------------------------------|
| •  | the attractiveness of ourcompetitors' products, services andpricing; |

|              |                                                             |
|--------------|-------------------------------------------------------------|
| •  | network performance andcoverage relative to ourcompetitors; |

|              |                  |
|--------------|------------------|
| •  | customerservice; |

|              |                                                     |
|--------------|-----------------------------------------------------|
| •  | any increased prices forservices in the future; and |

47

----

|              |                                                                                                    |
|--------------|----------------------------------------------------------------------------------------------------|
| •  | any futurechanges by us in the products and services we offer, especially to theClear Pay program. |

An additional factor that may contribute to ahigher churn rate is the implementation of the FCC's WLNPrequirement. The FCC regulations relating to WLNP enable wirelesssubscribers to keep their telephone numbers when switching to anothercarrier. As of May 24, 2004, all covered CMRS providers, includingbroadband PCS, cellular and certain SMR licensees, must allow customersto retain, subject to certain geographic limitations, their existingtelephone number when switching from one telecommunications carrier toanother. The overall impact of this mandate is uncertain. We anticipatethat the WLNP mandate will impose increased operating costs on all CMRSproviders, including us, and may result in higher churn rates andsubscriber acquisition and retention costs.

A high rate ofsubscriber turnover could adversely affect our competitive position,liquidity, financial position, results of operations and our costs of,or losses incurred in, obtaining new subscribers, especially because wesubsidize some of the costs of initial purchases of handsets bysubscribers.

Regulation by governmentagencies and taxing authorities may increase our costs of providingservice or require us to change our services.

Ouroperations and those of Sprint may be subject to varying degrees ofregulation by the FCC, the Federal Trade Commission, the FederalAviation Administration, the Environmental Protection Agency, theOccupational Safety and Health Administration and state and localregulatory agencies and legislative bodies. Adverse decisions orregulations of these regulatory bodies could negatively impactSprint's operations and our costs of doing business. For example,changes in tax laws or the interpretation of existing tax laws by stateand local authorities could subject us to increased income, sales,gross receipts or other tax costs or require us to alter the structureof our current relationship with Sprint.

Concerns over health risks posed by the use ofwireless handsets may reduce the consumer demand for ourservices.

Media reports have suggested that radiofrequency emissions from wireless handsetsmay:

|              |                                                                                                 |
|--------------|-------------------------------------------------------------------------------------------------|
| •  | be linked to various healthproblems resulting from continued or excessive use, includingcancer; |

|              |                                                                                             |
|--------------|---------------------------------------------------------------------------------------------|
| •  | interfere with variouselectronic medical devices, including hearing aids and pacemakers;and |

|              |                                                      |
|--------------|------------------------------------------------------|
| •  | cause explosions if used whilefueling an automobile. |

Widespread concerns over radio frequencyemissions may expose us to potential litigation, discourage the use ofwireless handsets or result in additional regulation imposingrestrictions or increasing requirements on the location and operationof cell sites or the use or design of wireless handsets. Any resultingdecrease in demand for these services or increase in the cost ofcomplying with additional regulations could impair our ability toprofitably operate our business.

Significantcompetition in the wireless communications services industry may resultin our competitors offering new services or lower prices, which couldprevent us from operating profitably and may cause prices for ourservices to continue to decline in the future.

Competitionin the wireless telecommunications industry is intense. Competition hascaused, and we anticipate that competition will continue to cause themarket prices for two-way wireless products and services to decline.Our ability to compete will depend, in part, on our ability toanticipate and respond to various competitive factors affecting thewireless telecommunications industry. While we try to maintain and growour ARPU, we cannot assure you that we will be able to do so. If pricesfor our services continue to decline, it could adversely affect ourability to grow revenue, which would have a material adverse effect onour financial condition and our results of operations.

Ourdependence on Sprint to develop competitive products and services andthe requirement that we obtain Sprint's consent for oursubsidiaries to sell non-Sprint approved equipment may limit our

48

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ability to keep pace with our competitors onthe introduction of new products, services and equipment. Some of ourcompetitors are larger than us, possess greater resources and moreextensive coverage areas, and may market other services, such aslandline telephone service, cable television and Internet access, alongwith their wireless communications services. In addition, we may be ata competitive disadvantage since we may be more highly leveraged thansome of our competitors.

Market saturationcould limit or decrease our rate of new subscriber additions.

Intense competition in the wireless communications industry couldcause prices for wireless products and services to continue to decline.If prices drop, then our rate of net subscriber additions will take ongreater significance in improving our financial condition and resultsof operations. However, as our and our competitors' penetrationrates in our markets increase over time, our rate of adding netsubscribers could decrease. If this decrease were to happen, it couldmaterially adversely affect our liquidity, financial condition andresults of operations.

Alternativetechnologies and current uncertainties in the wireless market mayreduce demand for PCS products and services.

The wirelesscommunications industry is experiencing significant technologicalchange, as evidenced by the increasing pace of digital upgrades inexisting analog wireless systems, evolving industry standards, ongoingimprovements in the capacity and quality of digital technology, shorterdevelopment cycles for new products and enhancements and changes inend-user requirements and preferences. Technological advances andindustry changes could cause the technology used on our network tobecome obsolete. We rely on Sprint for research and development effortswith respect to Sprint PCS products and services and with respect tothe technology used on our portion of the PCS network of Sprint. Sprintmay not be able to respond to such changes and implement new technologyon a timely basis, or at an acceptable cost.

If Sprint is unableto keep pace with these technological changes or changes in thewireless communications market, the technology used on our network orour business strategy may become obsolete. In addition, other carriersare in the process of completing, or have completed, upgrades to 1xRTT,or other 3G technologies. 3G technology provides high-speed, always-onInternet connectivity and high-quality video and audio.

We alsoface competition from paging, dispatch and conventional mobile radiooperations, enhanced specialized mobile radio, called ESMR, and mobilesatellite service. In addition, future FCC regulation or Congressionallegislation may create additional spectrum allocations that would havethe effect of adding new entrants (and thus additional competitors)into the mobile telecommunications market.

Regulation by government or potential litigationrelating to the use of wireless phones while driving could adverselyaffect our results of operations.

Some studies haveindicated that some aspects of using wireless phones while driving mayimpair drivers' attention in certain circumstances, makingaccidents more likely. These concerns could lead to litigation relatingto accidents, deaths or serious bodily injuries, or to new restrictionsor regulations on wireless phone use, any of which also could havematerial adverse effects on our results of operations. A number of U.S.states and local governments are considering or have recently enactedlegislation that would restrict or prohibit the use of a wirelesshandset while driving a vehicle or, alternatively, require the use of ahands-free telephone. Legislation and new restrictions or governmentregulations that restrict or prohibit wireless phone use could have amaterial adverse effect on our results of operations.

|                |                                                            |
|----------------|------------------------------------------------------------|
| ITEM 7A.  | QUANTITATIVE AND QUALITATIVEDISCLOSURES ABOUT MARKET RISK. |

We do not engage in commodityfutures trading activities and do not enter into derivative financialinstrument transactions for trading or other speculative purposes. Wealso do not engage in transactions in foreign currencies that couldexpose us to market risk.

49

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We have been subject to some interestrate risk on our senior secured borrowings and could be subject tointerest rate risk on any future floating rate financing.

General hedging policies - We have entered into interestrate swap and collar agreements to manage our exposure to interest ratechanges in the past. We seek to minimize counterparty credit riskthrough stringent credit approval and review processes, the selectionof only the most creditworthy counterparties, continual review andmonitoring of all counterparties and through legal review of contracts.We also control exposure to market risk by regularly monitoring changesin interest rate positions under normal and stress conditions to ensurethat they do not exceed established limits. Our derivative transactionsare used for hedging purposes only and comply with board-approvedpolicies. Senior management receives frequent status updates of alloutstanding derivative positions.

Interest rate riskmanagement - Our interest rate risk management program focuses onminimizing exposure to interest rate movements, setting an optimalmixture of floating- and fixed-rate debt. We utilized interest rateswaps and collars to adjust our risk profile relative to any floatingrate debt. We have no floating rate debt outstanding at December 31,2004.

The following table presents the estimated futureoutstanding long-term debt at the end of each year and future requiredannual principal payments for each year then ended associated with thesenior discount notes, senior notes and capital leases based on ourprojected level of long-termindebtedness:

|                                              |  |                         |         |         |  |        |         |         |  |        |         |            |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|----------------------------------------------|--|-------------------------|---------|---------|--|--------|---------|---------|--|--------|---------|------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                         |  | YearsEnding December31, |
|                                         |  | 2005                    |         | 2006    |  | 2007   |         | 2008    |  | 2009   |         | Thereafter |
|                                         |  | (Dollars InMillions)    |
| Fixed RateInstruments                        |  |
| 12 7/8%senior discount notes (2)             |  | $                       | 6       |    |  | $      | 6       |    |  | $      | 6       |       |  | $      | 6       |    |  | $      | 6       |    |  | $      | — |    |
| Fixedinterestrate                            |  |                    | 12.875  | %  |  |   | 12.875  | %  |  |   | 12.875  | %     |  |   | 12.875  | %  |  |   | 12.875  | %  |  |   | 12.875  | %  |
| Principalpayments                            |  |                    | — |    |  |   | — |    |  |   | — |       |  |   | — |    |  |   | — |    |  |   | 6       |    |
| 12%senior discount notes (2)                 |  | $                       | 233     |    |  | $      | 233     |    |  | $      | 233     |       |  | $      | 233     |    |  | $      | — |    |  | $      | — |    |
| Fixedinterestrate                            |  |                    | 12.000  | %  |  |   | 12.000  | %  |  |   | 12.000  | %     |  |   | 12.000  | %  |  |   | 12.000  | %  |  |   | 12.000  | %  |
| Principalpayments                            |  | $                       | — |    |  | $      | — |    |  | $      | — |       |  | $      | — |    |  | $      | 233     |    |  | $      | — |    |
| 121⁄2%seniornotes                       |  | $                       | 12      |    |  | $      | 12      |    |  | $      | 12      |       |  | $      | 12      |    |  | $      | 12      |    |  | $      | — |    |
| Fixedinterestrate                            |  |                    | 12.500  | %  |  |   | 12.500  | %  |  |   | 12.500  | %     |  |   | 12.500  | %  |  |   | 12.500  | %  |  |   | 12.500  | %  |
| Principalpayments                            |  | $                       | — |    |  | $      | — |    |  | $      | — |       |  | $      | — |    |  | $      | — |    |  | $      | 12      |    |
| 13 5/8%seniornotes                           |  | $                       | 2       |    |  | $      | 2       |    |  | $      | 2       |       |  | $      | 2       |    |  | $      | 2       |    |  | $      | — |    |
| Fixedinterestrate                            |  |                    | 13.625  | %  |  |   | 13.625  | %  |  |   | 13.625  | %     |  |   | 13.625  | %  |  |   | 13.625  | %  |  |   | 13.625  | %  |
| Principalpayments                            |  | $                       | — |    |  | $      | — |    |  | $      | — |       |  | $      | — |    |  | $      | — |    |  | $      | 2       |    |
| 11%seniornotes                               |  | $                       | 251     |    |  | $      | 251     |    |  | $      | 251     |       |  | $      | 251     |    |  | $      | 251     |    |  | $      | — |    |
| Fixedinterestrate                            |  |                    | 11.000  | %  |  |   | 11.000  | %  |  |   | 11.000  | %     |  |   | 11.000  | %  |  |   | 11.000  | %  |  |   | 11.000  | %  |
| Principalpayments                            |  | $                       | — |    |  | $      | — |    |  | $      | — |       |  | $      | — |    |  | $      | — |    |  | $      | 251     |    |
| 81⁄2%seniornotes                        |  | $                       | 250     |    |  | $      | 250     |    |  | $      | 250     |       |  | $      | 250     |    |  | $      | 250     |    |  | $      | — |    |
| Fixedinterestrate                            |  |                    | 8.500   | %  |  |   | 8.500   | %  |  |   | 8.500   | %     |  |   | 8.500   | %  |  |   | 8.500   | %  |  |   | 8.500   | %  |
| Principalpayments                            |  | $                       | — |    |  | $      | — |    |  | $      | — |       |  | $      | — |    |  | $      | — |    |  | $      | 250     |    |
| CapitalleasesTotal minimum lease payments(1) |  | $                       | 1.064   |    |  | $      | .888    |    |  | $      | .744    |       |  | $      | .600    |    |  | $      | .445    |    |  | $      | — |    |
| AverageInterestRate                          |  |                    | 11.000  | %  |  |   | 11.000  | %  |  |   | 11.000  | %     |  |   | 11.000  | %  |  |   | 11.000  | %  |  |   | 11.000  | %  |
| Annualleasepayments                          |  | $                       | .196    |    |  | $      | .176    |    |  | $      | .144    |       |  | $      | .145    |    |  | $      | .154    |    |  | $      | .445    |    |
|                                              |

|     |                                                                                                                                         |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------|
| (1) | Theseamounts represent the estimated minimum annual payments due under ourestimated capital lease obligations for the periodspresented. |

|     |                                                                                                                                                                                                                  |
|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2) | Interest will accrete on the12 7/8% senior discount notes through February2005 and on the 12% senior discount notes through July 31, 2005at which time the notes will begin to require cash payments ofinterest. |

50

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Our primary market risk exposure relatesto:

|              |                                                                  |
|--------------|------------------------------------------------------------------|
| •  | the interest rate risk onlong-term and short-term borrowings;and |

|              |                                                                                |
|--------------|--------------------------------------------------------------------------------|
| •  | our ability to refinance our seniordiscount notes at maturity at market rates. |

The12 7/8% senior discount notes have a carryingvalue of $6.3 million and a fair value which approximates $6.9 million.The 12% senior discount notes have a carrying value of $218.0million and a fair value which approximates $253.1 million. The121⁄2% senior notes have a carrying value of$11.6 million and a fair value which approximates $13.1 million. The13 5/8% senior notes have a carrying value of$2.3 million and a fair value which approximates $2.3 million. The11% senior notes have a carrying value of $250.9 million and afair value which approximates $295.4 million. The81⁄2% senior notes have a carrying value of$250.0 million and a fair value which approximates $273.1 million.

As a condition to the senior secured credit facility, we wererequired to maintain one or more interest rate protection agreements inan amount equal to a portion of the total debt under the creditfacility. As of December 31, 2004, we had terminated all interest rateprotection agreements. We do not hold or issue financial or derivativefinancial instruments for trading or speculative purposes. While wecannot predict our ability to refinance existing debt or the impactthat interest rate movements will have on our existing debt, wecontinue to evaluate our financial position on an ongoing basis.

At December 31, 2003, we had entered into the following interestrate swaps (dollars inthousands):

|                           |  |          |        |        |  |           |        |        |  |        |        |         |  |  |
|---------------------------|--|----------|--------|--------|--|-----------|--------|--------|--|--------|--------|---------|--|--|
| Instrument                |  | Notional |        | Term   |  | FairValue |
|                      |  |     |   |   |  |      |   |   |  |   |   |    |
| 4.9475%Interest rate swap |  | $        | 21,690 |   |  |      | 3years |   |  | $      | (413   | )  |
| 4.9350% Interest rateswap |  | $        | 28,340 |   |  |      | 3years |   |  |   | (443   | )  |
|                      |  |     |   |   |  |      |   |   |  | $      | (856   | )  |
|                           |

Theseswaps were designated as cash flow hedges such that the fair value wasrecorded as a liability in the December 31, 2003 consolidated balancesheet with changes in fair value (net of tax) shown as a component ofother comprehensive income. The swaps were terminated in January 2004upon the termination of the senior secured credit facility.

Wealso entered into an interest rate collar as of December 31, 2003(dollars in thousands) with the followingterms:

|          |  |          |         |                 |  |                    |      |           |  |        |      |         |  |   |      |         |  |  |
|----------|--|----------|---------|-----------------|--|--------------------|------|-----------|--|--------|------|---------|--|---|------|---------|--|--|
| Notional |  | Maturity |         | CapStrike Price |  | Floor Strike Price |      | FairValue |
| $28,340  |  |     | 5/15/04 |            |  |               | 7.00 | %    |  |   | 4.12 | %  |  | $ | (419 | )  |
|          |

Thiscollar did not receive hedge accounting treatment such that the fairvalue was reflected as a liability in the December 31, 2003consolidated balance sheet and the change in fair value has beenreflected as an adjustment to interest expense. The collar wasterminated in January 2004 upon the termination of the senior securedcredit facility.

In addition to the swaps and collar discussedabove, we purchased an interest rate cap in February 2002 with anotional amount of $5,000 and a strike price of 7.00%. This capdid not receive hedge accounting treatment and the fair value reflectedin the consolidated balance sheet at December 31, 2003 was zero. Thiscap was terminated in January 2004 upon the termination of the seniorsecured credit facility.

These fair value estimates aresubjective in nature and involve uncertainties and matters ofconsiderable judgment and therefore, cannot be determined withprecision. Changes in assumptions could significantly affect theseestimates.

51

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|               |                                             |
|---------------|---------------------------------------------|
| ITEM 8.  | FINANCIALSTATEMENTS AND SUPPLEMENTARY DATA. |

Our financial statementsrequired by this item are submitted as a separate section of thisannual report on Form 10-K. See "FinancialStatements," commencing on page F-1 hereof.

|              |                                                                                      |
|--------------|--------------------------------------------------------------------------------------|
| ITEM9.  | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ONACCOUNTING AND FINANCIAL DISCLOSURE. |

None.

|               |                         |
|---------------|-------------------------|
| ITEM9A.  | CONTROLS ANDPROCEDURES. |

|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a)  | Evaluation of DisclosureControls and Procedures. The Company's management, with theparticipation of the Company's Chief Executive Officer and ChiefFinancial Officer, has evaluated the effectiveness of theCompany's disclosure controls and procedures (as such term isdefined in Rules 13a-15(e) and 15d-15(e) under the Securities ExchangeAct of 1934, as amended (the "Exchange Act"))as of the end of the period covered by this report. Based on suchevaluation, the Company's Chief Executive Officer and ChiefFinancial Officer have concluded that, as of the end of such period,the Company's disclosure controls and procedures areeffective. |

|           |                                                                                                                                                                                                                                                                                                                                                                                     |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b)  | Changes in Internal Controlsover Financial Reporting. There have not been any changes in ourinternal controls over financial reporting (as such term is defined inRules 13a-15(f) and 15d-15(f) under the Exchange Act) during our fiscalfourth quarter that have materially affected, or are reasonably likelyto materially affect, our internal controls over financialreporting. |

We place reliance on Sprint to adequatelydesign its internal controls with respect to the processes establishedto provide financial information and other information to us and theother PCS Affiliates of Sprint. To address this issue, Sprint engagesits independent auditors to perform a periodic evaluation of thesecontrols and to provide a "Report on Controls Placed inOperation and Tests of Operating Effectiveness forAffiliates" under guidance provided in Statement ofAuditing Standards No. 70. This report is provided annually to us.

|                |                    |
|----------------|--------------------|
| ITEM 9B.  | OTHER INFORMATION. |

None.

PART III

|                |                                                    |
|----------------|----------------------------------------------------|
| ITEM 10.  | DIRECTORS ANDEXECUTIVE OFFICERS OF THE REGISTRANT. |

Omitted under the reduceddisclosure format pursuant to General Instruction I(2)(c) ofForm  10-K.

|                |                        |
|----------------|------------------------|
| ITEM 11.  | EXECUTIVECOMPENSATION. |

Omitted under the reduced disclosure formatpursuant to General Instruction I(2)(c) of Form  10-K.

|                |                                                                |
|----------------|----------------------------------------------------------------|
| ITEM 12.  | SECURITY OWNERSHIP OF CERTAINBENEFICIAL OWNERS AND MANAGEMENT. |

Omitted under the reduceddisclosure format pursuant to General Instruction I(2)(c) ofForm  10-K.

|                |                                                |
|----------------|------------------------------------------------|
| ITEM 13.  | CERTAINRELATIONSHIPS AND RELATED TRANSACTIONS. |

Omitted under thereduced disclosure format pursuant to General Instruction I(2)(c) ofForm  10-K.

52

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|                |                                        |
|----------------|----------------------------------------|
| ITEM 14.  | PRINCIPALACCOUNTING FEES AND SERVICES. |

Fees billed to the Company byPricewaterhouseCoopers LLP ("PWC") for theyears ended December 31, 2004 and 2003 were as follows (dollars inthousands):

Audit Fees – The aggregate feesbilled for the audit of the Company's consolidated financialstatements for the years ended December 31, 2004 and 2003 and for thereviews of the consolidated financial statements included in theCompany's Quarterly Reports on Form 10-Q and for other attestservices primarily related to comfort letters and consents related toSEC and other registration statements were $2,204 and $1,074,respectively.

Audit-Related Fees – The aggregatefees billed for audit-related services for the years ended December 31,2004 and 2003 were $111 and $191, respectively. These fees primarilyrelate to audits of employee benefit plans and accounting consultationfor regulatory compliance.

Tax Fees – Theaggregate fees billed for tax services for the years ended December 31,2004 and 2003 were $221 and $278, respectively. These fees relate totax compliance, tax advice and tax planning.

All Other Fees– The aggregate fees for services not included above for theyears ended December 31, 2004 and 2003 were $2 and $80, respectively.The fees in both years relate to services to improve business andoperational processes.

The Audit Committee considered thenon-audit services provided by PWC and determined that the provision ofsuch services was compatible with maintaining PWC's independence.The Audit Committee also adopted a policy prohibiting the Company fromhiring PWC personnel at the manager or partner level who have beendirectly involved in performing auditing procedures or providingaccounting advice to the Company.

The Company's AuditCommittee is responsible for appointing the Company's independentauditor and approving the terms of the independent auditor'sservices. The Audit Committee has established a policy for thepre-approval of all audit and permissible non-audit services to beprovided by the independent auditor, as described below.

Theservices performed by the independent auditor are pre-approved inaccordance with the pre-approval policy and procedures adopted by theAudit Committee. This policy describes the permitted audit,audit-related, tax and other services that the independent auditor mayperform. The policy requires that prior to the beginning of each year,a description of the services anticipated to be performed by theindependent auditor be presented to the Audit Committee forapproval.

Services provided by the independent auditor duringthe ensuing fiscal year were pre-approved in accordance with thepolicies and procedures of the Audit Committee.

Any requests foraudit, audit-related, tax and other services not contemplated in thedescription of the services at the beginning of the year must besubmitted to the Audit Committee for specific pre-approval and cannotcommence until such approval has been granted. Normally, pre-approvalis provided at regularly scheduled meetings of the Audit Committee.However, the authority to grant specific pre-approval between meetings,as necessary, has been delegated to the Chairman of the AuditCommittee. The Chairman will update the full Audit Committee at thenext regularly scheduled meeting for any interim approvals granted.

On a quarterly basis, the Audit Committee reviews the status ofservices and fees incurred year-to-date as compared to the originaldescription of the services anticipated to be performed and theforecast of remaining services and fees for the year. The policycontains a de minimis provision that operates to provide retroactiveapproval for permissible non-audit services under certaincircumstances.

53

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PART IV

|               |                                            |
|---------------|--------------------------------------------|
| ITEM15.  | EXHIBITS AND FINANCIAL STATEMENT SCHEDULE. |

|           |                                                                              |
|-----------|------------------------------------------------------------------------------|
| (a)  | The following documents are filed as part ofthis annual report on Form 10-K: |

|          |                     |
|----------|---------------------|
| 1.  | FinancialStatements |

|        |                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Report of Independent RegisteredPublic Accounting Firm, Consolidated Balance Sheets as of December 31,2004 and 2003, Consolidated Statements of Operations for the yearsended December 31, 2004, 2003 and 2002, Consolidated Statements ofStockholders' Equity for the Period from December 31, 2001 toDecember 31, 2004, Consolidated Statements of Cash Flows for the yearsended December 31, 2004, 2003 and 2002. |

Notes toConsolidated Financial Statements

|          |                              |
|----------|------------------------------|
| 2.  | Financial Statement Schedule |

|        |                                                                                        |
|--------|----------------------------------------------------------------------------------------|
|   | Report of Independent Registered PublicAccounting Firm on Financial Statement Schedule |

|        |                                               |
|--------|-----------------------------------------------|
|   | Consolidated Valuation and QualifyingAccounts |

|          |                                                           |
|----------|-----------------------------------------------------------|
| 3.  | See the Exhibit Index followingthe signature pages hereto |

54

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of theSecurities Exchange Act of 1934, the registrant has duly caused thisreport to be signed on its behalf by the undersigned, thereunto dulyauthorized.

|  | ALAMOSA (DELAWARE), INC. |
|--|--------------------------|

|  | By: /s/ David E.Sharbutt                 |
|--|--------------------------------------------------------------------------------------------------------------------------|

|  | DavidE. Sharbutt Chairman of the Board of Directors and ChiefExecutive Officer |
|--|--------------------------------------------------------------------------------|

|  | Date: March 24,2005 |
|--|---------------------|

Pursuant to the requirements of the Securities Exchange Actof 1934 thereunto, this report has been signed below by the followingpersons on behalf of the registrant and in the capacities and on thedatesindicated.

|                         |  |                                                                                             |  |                |
|-------------------------|--|---------------------------------------------------------------------------------------------|--|----------------|
| NAME                    |  | TITLE                                                                                       |  | DATE           |
|                         |
| /s/David E. Sharbutt    |  | Chairman of the Board of Directors and ChiefExecutive Officer (Principal Executive Officer) |  | March 24,2005  |
|                         |
| David E.Sharbutt        |
|                         |
| /s/ Kendall W.Cowan     |  | Chief FinancialOfficer and Director (Principal Financial and AccountingOfficer)             |  | March 24, 2005 |
|                         |
| Kendall W. Cowan        |
|                         |
| /s/ RayM. Clapp, Jr.    |  | Director                                                                                    |  | March 24,2005  |
|                         |
| Ray M. Clapp,Jr.        |
|                         |
| /s/ Scotty Hart         |  | Director                                                                                    |  | March 24,2005  |
|                         |
| ScottyHart              |
|                         |
| /s/ Allen T. McInnes    |  | Director                                                                                    |  | March 24,2005  |
|                         |
| AllenT. McInnes         |
|                         |
| /s/ Schuyler B.Marshall |  | Director                                                                                    |  | March 24,2005  |
|                         |
| Schuyler B.Marshall     |
|                         |
| /s/ John F. Otto        |  | Director                                                                                    |  | March 24,2005  |
|                         |
| John F.Otto             |
|                         |
| /s/ Thomas F. Riley,Jr. |  | Director                                                                                    |  | March 24,2005  |
|                         |
| Thomas F. Riley,Jr.     |
|                         |
| /s/ Michael V.Roberts   |  | Director                                                                                    |  | March 24,2005  |
|                         |
| Michael V.Roberts       |
|                         |
| /s/ Steven C.Roberts    |  | Director                                                                                    |  | March 24,2005  |
|                         |
| Steven C.Roberts        |
|                         |
| /s/ Jimmy R. White      |  | Director                                                                                    |  | March 24,2005  |
|                         |
| Jimmy R.White           |
|                         |

55

----

EXHIBITINDEX

|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |  |  |  |
|---------------------------|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   EXHIBITNUMBER |  | EXHIBITTITLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 3.1                       |  | Amendedand Restated Certificate of Incorporation of Alamosa Holdings, Inc.,filed as Exhibit 1.1 to the Registration Statement on Form 8-A, datedFebruary 14, 2001 (SEC File No. 000-32357) of Alamosa Holdings, Inc.,which exhibit is incorporated herein byreference.                                                                                                                                                                                                                                                  |
| 3.2                       |  | Amended and Restated Bylawsof Alamosa Holdings, Inc., filed as Exhibit 1.2 to the RegistrationStatement on Form 8-A, dated February 14, 2001 (SEC File No. 000-32357)of Alamosa Holdings, Inc., which exhibit is incorporated herein byreference.                                                                                                                                                                                                                                                                       |
| 3.3                       |  | Certificate of theDesignations, Powers, Preferences and Rights of Series B ConvertiblePreferred Stock, filed as Exhibit 3.1 to Form 10-Q of Alamosa Holdings,Inc. for the quarterly period ended September 30, 2003 (SEC File No.001-16793), which exhibit is incorporated herein byreference.                                                                                                                                                                                                                          |
| 3.4                       |  | Certificate of theDesignations, Powers, Preferences and Rights of Series C ConvertiblePreferred Stock, filed as Exhibit 3.2 to Form 10-Q of Alamosa Holdings,Inc. for the quarterly period ended September 30, 2003 (SEC File No.001-16793), which exhibit is incorporated herein byreference.                                                                                                                                                                                                                          |
| 3.5                       |  | Amended and RestatedCertificate of Incorporation of Alamosa (Delaware), Inc., filed asExhibit 3.1 to Form 10-Q of Alamosa (Delaware), Inc. for the quarterlyperiod ended June 30, 2001 (SEC File No. 001-15657), which exhibit isincorporated herein byreference.                                                                                                                                                                                                                                                       |
| 3.6                       |  | Amended and Restated Bylawsof Alamosa (Delaware), Inc., filed as Exhibit 3.2 to the RegistrationStatement on Form S-4, dated May 9, 2001 (SEC File No. 333-60572) ofAlamosa (Delaware), Inc., which exhibit is incorporated herein byreference.                                                                                                                                                                                                                                                                         |
| 4.1                       |  | Specimen Common StockCertificate, filed as Exhibit 4.1 to the Registration Statement on FormS-4, dated May 9, 2001 (SEC File No. 333-60572) of Alamosa (Delaware),Inc., which exhibit is incorporated herein byreference.                                                                                                                                                                                                                                                                                               |
| 4.2                       |  | Form of Indenture for12 7/8% Senior Discount Notes due 2010, by andamong Alamosa PCS Holdings, Inc., the Subsidiary Guarantors partythereto and Norwest Bank Minnesota, N.A., as trustee, filed as Exhibit4.1 to Amendment No. 2 to the Registration Statement on Form S-1, datedFebruary 2, 2000 (SEC File No. 333-93499) of Alamosa (Delaware), Inc.(formerly Alamosa PCS Holdings, Inc.), which exhibit is incorporatedherein by reference.                                                                          |
| 4.3                       |  | Form of Global Noterelating to the 12 7/8% Senior Discount Notesdue 2010, filed as Exhibit 4.2 to Amendment No. 2 to the RegistrationStatement on Form S-1, dated February 2, 2000 (SEC File No. 333-93499)of Alamosa (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.),which exhibit is incorporated herein byreference.                                                                                                                                                                                          |
| 4.4                       |  | Indenture for121⁄2% Senior Notes due 2011, dated as ofJanuary 31, 2001, by and among Alamosa (Delaware), Inc., the SubsidiaryGuarantors party thereto and Wells Fargo Bank Minnesota, N.A., astrustee, filed as Exhibit 4.4 to Form 10-K of Alamosa Holdings, Inc.for the year ended December 31, 2000 (SEC File No. 000-32357), whichexhibit is incorporated herein byreference.                                                                                                                                  |
| 4.5                       |  | Form of Global Note relatingto the 121⁄2% Senior Notes due 2011, filed asExhibit 4.5 to Form 10-K of Alamosa Holdings, Inc. for the year endedDecember 31, 2000 (SEC File No. 000-32357), which exhibit isincorporated herein by reference.                                                                                                                                                                                                                                                                        |
| 4.6                       |  | FirstSupplemental Indenture for 12 7/8% SeniorDiscount Notes due 2010, dated as of January 31, 2001, among AlamosaFinance, LLC, Alamosa Limited, LLC, Alamosa (Delaware), Inc. (on behalfof itself and the Existing Subsidiary Guarantors) and Wells Fargo BankMinnesota, N.A. (formerly known as Norwest Bank Minnesota, N.A.), astrustee, filed as Exhibit 4.6 to Form 10-K of Alamosa Holdings, Inc.for the year ended December 31, 2000 (SEC File No. 000-32357), whichexhibit is incorporated herein by reference. |
|                           |

56

----

|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |  |  |  |
|---------------------------|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   EXHIBITNUMBER |  | EXHIBITTITLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 4.7                       |  | First SupplementalIndenture for 121⁄2% Senior Notes due 2011,dated as of February 14, 2001, among Roberts Wireless Communications,L.L.C., Roberts Wireless Properties, LLC, Washington Oregon Wireless,LLC, Alamosa Holdings, LLC, Alamosa Properties, L.P., Alamosa(Wisconsin) Properties, LLC, Washington Oregon Wireless Properties,LLC, Washington Oregon Wireless Licenses, LLC, Alamosa (Delaware), Inc.(on behalf of itself and the Existing Subsidiary Guarantors) and WellsFargo Bank Minnesota, N.A., as trustee, filed as Exhibit 4.7 to Form10-K of Alamosa Holdings, Inc. for the year ended December 31, 2000(SEC File No. 000-32357), which exhibit is incorporated herein byreference.                                                       |
| 4.8                       |  | Second Supplemental Indenturefor 12 7/8% Senior Discount Notes due 2010,dated as of February 14, 2001, among Roberts Wireless Communications,L.L.C., Roberts Wireless Properties, LLC, Washington Oregon Wireless,LLC, Alamosa Holdings, LLC, Alamosa Properties, L.P., Alamosa(Wisconsin) Properties, LLC, Washington Oregon Wireless Properties,LLC, Washington Oregon Wireless Licenses, LLC, Alamosa (Delaware), Inc.(on behalf of itself and the Existing Subsidiary Guarantors) and WellsFargo Bank Minnesota, N.A. (formerly known as Norwest Bank Minnesota,N.A.), as trustee, filed as Exhibit 4.8 to Form 10-K of AlamosaHoldings, Inc. for the year ended December 31, 2000 (SEC File No.000-32357), which exhibit is incorporated herein byreference. |
| 4.9                       |  | Registration RightsAgreement, relating to 121⁄2% Senior Notes due2011, dated as of January 24, 2001, by and among Alamosa (Delaware),Inc., the Subsidiary Guarantors set forth on Schedule I thereto,Salomon Smith Barney Inc., TD Securities (USA) Inc., Credit SuisseFirst Boston Corporation, First Union Securities, Inc., Lehman BrothersInc., and Scotia Capital (USA) Inc., filed as Exhibit 4.9 to Form 10-Kof Alamosa Holdings, Inc. for the year ended December 31, 2000 (SECFile No. 000-32357), which exhibit is incorporated herein byreference.                                                                                                                                                                                                |
| 4.10                      |  | Rights Agreement, dated asof February 14, 2001, by and between Alamosa Holdings, Inc. and MellonInvestors Services LLC, as Rights Agent, including the form ofCertificate of Designation, Preferences and Rights of Series APreferred Stock attached as Exhibit 1 thereto and the form of RightsCertificate attached as Exhibit 2 thereto, filed as Exhibit 1.4 to theRegistration Statement on Form 8-A, dated February 14, 2001 (SEC FileNo. 000-32357) of Alamosa Holdings, Inc., which exhibit is incorporatedherein by reference.                                                                                                                                                                                                                            |
| 4.11                      |  | Third SupplementalIndenture for 12 7/8% Senior Discount Notes due2010, dated as of March 30, 2001, among SWLP, L.L.C., SWGP, L.L.C.,Southwest PCS, L.P., Southwest PCS Properties, LLC, Southwest PCSLicenses, LLC, Alamosa (Delaware), Inc. (on behalf of itself and theExisting Subsidiary Guarantors) and Wells Fargo Bank Minnesota, N.A.,as trustee, filed as Exhibit 4.10 to the Registration Statement on FormS-4, dated May 9, 2001 (SEC No. 333-60572) of Alamosa (Delaware), Inc.,which exhibit is incorporated herein byreference.                                                                                                                                                                                                                     |
| 4.12                      |  | Second SupplementalIndenture for 121⁄2% Senior Notes due 2011,dated as of March 30, 2001, among SWLP, L.L.C., SWGP, L.L.C., SouthwestPCS, L.P., Southwest PCS Properties, LLC, Southwest PCS Licenses, LLC,Alamosa (Delaware), Inc. (on behalf of itself and the ExistingSubsidiary Guarantors) and Wells Fargo Bank Minnesota, N.A., astrustee, filed as Exhibit 4.11 to the Registration Statement on FormS-4, dated May 9, 2001 (SEC File No. 333-60572) of Alamosa (Delaware),Inc., which exhibit is incorporated herein byreference.                                                                                                                                                                                                                    |
| 4.13                      |  | Indenture for13 5/8% Senior Notes due 2011, dated August 15,2001, among Alamosa (Delaware), Inc., the Subsidiary Guarantors partythereto, and Wells Fargo Bank Minnesota, N.A., as trustee, filed asExhibit 4.12 to the Registration Statement on Form S-4, dated August28, 2001 (SEC File No. 333-68538) of Alamosa (Delaware), Inc., whichexhibit is incorporated herein byreference.                                                                                                                                                                                                                                                                                                                                                                           |
| 4.14                      |  | Form of Global Note relatingto the 13 5/8% Senior Notes due 2011, filed asExhibit 4.13 to the Registration Statement on Form S-4, dated August28, 2001 (SEC File No. 333-68538) of Alamosa (Delaware), Inc., whichexhibit is incorporated herein by reference.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                           |

57

----

|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |  |  |  |
|---------------------------|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   EXHIBITNUMBER |  | EXHIBITTITLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.15                      |  | Registration RightsAgreement, dated August 7, 2001, by and among Alamosa (Delaware), Inc.,the Subsidiary Guarantors set forth on Schedule I thereto, SalomonSmith Barney Inc., TD Securities (USA) Inc., First Union Securities,Inc., and Scotia Capital (USA) Inc., relating to the13 5/8% Senior Notes due 2011, filed as Exhibit4.14 to the Registration Statement on Form S-4, dated August 28, 2001(SEC File No. 333-68538) of Alamosa (Delaware), Inc., which exhibit isincorporated herein byreference. |
| 4.16                      |  | Indenture for 11%Senior Notes due 2010, dated as of November 10, 2003, among Alamosa(Delaware), Inc., the Subsidiary Guarantors party thereto and WellsFargo Bank Minnesota, N.A., as trustee, filed as Exhibit 4.1 to Form10-Q of Alamosa Holdings, Inc. for the quarterly period ended September30, 2003 (SEC File No. 001-16793), which exhibit is incorporated hereinby reference.                                                                                                                         |
| 4.17                      |  | Global Note relating tothe 11% Senior Notes due 2010, filed as Exhibit 4.3 to Form 10-Qof Alamosa Holdings, Inc. for the quarterly period ended September 30,2003 (SEC File No. 001-16793), which exhibit is incorporated herein byreference.                                                                                                                                                                                                                                                                  |
| 4.18                      |  | Indenture for 12%Senior Discount Notes due 2009, dated as of November 10, 2003, amongAlamosa (Delaware), Inc., the Subsidiary Guarantors party thereto andWells Fargo Bank Minnesota, N.A., as trustee, filed as Exhibit 4.2 toForm 10-Q of Alamosa Holdings, Inc. for the quarterly period endedSeptember 30, 2003 (SEC File No. 001-16793), which exhibit isincorporated herein byreference.                                                                                                                 |
| 4.19                      |  | Global Note relating to the12% Senior Discount Notes due 2009, filed as Exhibit 4.4 to Form10-Q of Alamosa Holdings, Inc. for the quarterly period ended September30, 2003 (SEC File No. 001-16793), which exhibit is incorporated hereinby reference.                                                                                                                                                                                                                                                         |
| 4.20                      |  | Fourth SupplementalIndenture for 12 7/8% Senior Discount Notes due2010, dated as of September 11, 2003, among Alamosa Holdings, Inc.,Alamosa (Delaware), Inc., the Subsidiary Guarantors set forth onSchedule I thereto and Wells Fargo Bank Minnesota, N.A., as trustee,filed as Exhibit 4.5 to Form 10-Q of Alamosa Holdings, Inc. for thequarterly period ended September 30, 2003 (SEC File No. 001-16793),which exhibit is incorporated herein byreference.                                               |
| 4.21                      |  | Fifth Supplemental Indenturefor 12 7/8% Senior Discount Notes due 2010,dated as of October 29, 2003, among Alamosa Holdings, Inc., Alamosa(Delaware), Inc., the Subsidiary Guarantors set forth on Schedule Ithereto and Wells Fargo Bank Minnesota, N.A., as trustee, filed asExhibit 4.6 to Form 10-Q of Alamosa Holdings, Inc. for the quarterlyperiod ended September 30, 2003 (SEC File No. 001-16793), which exhibitis incorporated herein byreference.                                                  |
| 4.22                      |  | Third Supplemental Indenturefor 121⁄2% Senior Notes due 2011, dated as ofSeptember 11, 2003, among Alamosa Holdings, Inc., Alamosa (Delaware),Inc., the Subsidiary Guarantors set forth on Schedule I thereto andWells Fargo Bank Minnesota, N.A., as trustee, filed as Exhibit 4.7 toForm 10-Q of Alamosa Holdings, Inc. for the quarterly period endedSeptember 30, 2003 (SEC File No. 001-16793), which exhibit isincorporated herein byreference.                                                     |
| 4.23                      |  | Fourth SupplementalIndenture for 121⁄2% Senior Discount Notes due2011, dated as of October 29, 2003, among Alamosa Holdings, Inc.,Alamosa (Delaware), Inc., the Subsidiary Guarantors set forth onSchedule I thereto and Wells Fargo Bank Minnesota, N.A., as trustee,filed as Exhibit 4.8 to Form 10-Q of Alamosa Holdings, Inc. for thequarterly period ended September 30, 2003 (SEC File No. 001-16793),which exhibit is incorporated herein byreference.                                             |
| 4.24                      |  | First Supplemental Indenturefor 13 5/8% Senior Notes due 2011, dated as ofSeptember 11, 2003, among Alamosa Holdings, Inc., Alamosa (Delaware),Inc., the Subsidiary Guarantors set forth on Schedule I thereto andWells Fargo Bank Minnesota, N.A., as trustee, filed as Exhibit 4.9 toForm 10-Q of Alamosa Holdings, Inc. for the quarterly period endedSeptember 30, 2003 (SEC File No. 001-16793), which exhibit isincorporated herein by reference.                                                        |
|                           |

58

----

|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |  |  |  |
|---------------------------|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   EXHIBITNUMBER |  | EXHIBITTITLE                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 4.25                      |  | Second SupplementalIndenture for 13 5/8% Senior Discount Notes due2011, dated as of October 29, 2003, among Alamosa Holdings, Inc.,Alamosa (Delaware), Inc., the Subsidiary Guarantors set forth onSchedule I thereto and Wells Fargo Bank Minnesota, N.A., as trustee,filed as Exhibit 4.10 to Form 10-Q of Alamosa Holdings, Inc. for thequarterly period ended September 30, 2003 (SEC File No. 001-16793),which exhibit is incorporated herein byreference. |
| 4.26                      |  | Indenture for81⁄2% Senior Notes due 2012, dated as ofJanuary 20, 2004, among Alamosa (Delaware), Inc., the SubsidiaryGuarantors party thereto and Wells Fargo Bank Minnesota, N.A., astrustee, filed as Exhibit 4.26 to Form 10-K of Alamosa Holdings, Inc.for the year ended December 31, 2003 (SEC File No. 001-16793), whichexhibit is incorporated herein byreference.                                                                                 |
| 4.27                      |  | Form of Global Note relatingto the 81⁄2% Senior Notes due 2012, filed asExhibit 4.27 to Form 10-K of Alamosa Holdings, Inc. for the year endedDecember 31, 2003 (SEC File No. 001-16793), which exhibit isincorporated herein byreference.                                                                                                                                                                                                                 |
| 4.28                      |  | Registration RightsAgreement, dated as of January 20, 2004, by and among Alamosa(Delaware), Inc., the Guarantors listed on the signature pages thereto,UBS Securities LLC, Bear, Stearns & Co. Inc. and Lehman BrothersInc., relating to the 81⁄2% Senior Notes due2012, filed as Exhibit 4.28 to Form 10-K of Alamosa Holdings, Inc. forthe year ended December 31, 2003 (SEC File No. 001-16793), whichexhibit is incorporated herein byreference.   |
| 10.1                      |  | CDMA 1900 SprintComAdditional Affiliate Agreement dated as of December 21, 1998, by andbetween Alamosa PCS, LLC and Northern Telecom, Inc., filed as Exhibit10.1 to Amendment No. 3 to the Registration Statement on Form S-1,dated February 2, 2000 (SEC File No. 333-89995), of Alamosa (Delaware),Inc. (formerly Alamosa PCS Holdings, Inc.), which exhibit isincorporated herein byreference.                                                               |
| 10.2                      |  | Amendment No. 1 to DMS-MTXCellular Supply Agreement dated as of January 12, 1999, by and betweenAlamosa PCS, LLC and Northern Telecom Inc., filed as Exhibit 10.2 toAmendment No. 3 to the Registration Statement on Form S-1, datedFebruary 2, 2000 (SEC File No. 333-89995), of Alamosa (Delaware), Inc.(formerly Alamosa PCS Holdings, Inc.), which exhibit is incorporatedherein by reference.                                                              |
| 10.3                      |  | Amendment No. 2 toDMS-MTX Cellular Supply Agreement, dated as of March 1, 1999, by andbetween Alamosa PCS, LLC and Northern Telecom Inc., filed as Exhibit10.3 to Amendment No. 3 to the Registration Statement on Form S-1,dated February 2, 2000 (SEC File No. 333-89995), of Alamosa (Delaware),Inc. (formerly Alamosa PCS Holdings, Inc.), which exhibit isincorporated herein byreference.                                                                 |
| 10.4                      |  | Amendment No. 3 to DMS-MTXCellular Supply Agreement, dated as of August 11, 1999, by and betweenAlamosa PCS, LLC and Northern Telecom Inc., filed as Exhibit 10.4 toAmendment No. 1 to the Registration Statement on Form S-1, datedDecember 23, 1999 (SEC File No. 333-89995), of Alamosa (Delaware), Inc.(formerly Alamosa PCS Holdings, Inc.), which exhibit is incorporatedherein by reference.                                                             |
| 10.5                      |  | Sprint PCSManagement Agreement (Wisconsin), as amended by Addendum I, dated as ofDecember 6, 1999 by and between Sprint Spectrum, L.P., WirelessCo, L.P.and Alamosa Wisconsin Limited Partnership, filed as Exhibit 10.10 toAmendment No. 3 to the Registration Statement on Form S-1, datedFebruary 2, 2000 (SEC File No. 333-89995), of Alamosa (Delaware), Inc.(formerly Alamosa PCS Holdings, Inc.), which exhibit is incorporatedherein by reference.      |
| 10.6                      |  | Sprint PCSServices Agreement (Wisconsin,) dated as of December 6, 1999, by andbetween Sprint Spectrum, L.P. and Alamosa Wisconsin LimitedPartnership, filed as Exhibit 10.11 to Amendment No. 3 to theRegistration Statement on Form S-1, dated February 2, 2000 (SEC FileNo. 333-89995), of Alamosa (Delaware), Inc. (formerly Alamosa PCSHoldings, Inc.), which exhibit is incorporated herein byreference.                                                   |
|                           |

59

----

|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |  |  |  |
|---------------------------|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   EXHIBITNUMBER |  | EXHIBITTITLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 10.7                      |  | Sprint Trademark andService Mark License Agreement (Wisconsin), dated as of December 6,1999, by and between Sprint Communications Company, L.P. and AlamosaWisconsin Limited Partnership, filed as Exhibit 10.12 to Amendment No.3 to the Registration Statement on Form S-1, dated February 2, 2000(SEC File No. 333-89995), of Alamosa (Delaware), Inc. (formerly AlamosaPCS Holdings, Inc.), which exhibit is incorporated herein byreference.                                               |
| 10.8                      |  | Sprint Spectrum Trademarkand Service Mark License Agreement (Wisconsin), dated as of December 6,1999, by and between Sprint Spectrum, L.P. and Alamosa WisconsinLimited Partnership, filed as Exhibit 10.13 to Amendment No. 3 to theRegistration Statement on Form S-1, dated February 2, 2000 (SEC FileNo. 333-89995), of Alamosa (Delaware), Inc. (formerly Alamosa PCSHoldings, Inc.), which exhibit is incorporated herein byreference.                                                    |
| 10.9                      |  | Engineering ServiceContract, System Design and Construction Inspection, dated as of July27, 1998, as amended, by and between Alamosa PCS, LLC and Hicks &Ragland Engineering Co., Inc., filed as Exhibit 10.14 to Amendment No.1 to the Registration Statement on Form S-1, dated December 23, 1999(SEC File No. 333-89995), of Alamosa (Delaware), Inc. (formerly AlamosaPCS Holdings, Inc.), which exhibit is incorporated herein byreference.                                            |
| 10.10                     |  | Master Site Development andLease Agreement, as amended, dated as of August 1998, by and betweenAlamosa PCS, LLC and Specialty Capital Services, Inc., filed as Exhibit10.15 to Amendment No. 3 to the Registration Statement on Form S-1,dated December 23, 1999 (SEC File No. 333-89995), of Alamosa(Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.), which exhibitis incorporated herein byreference.                                                                                   |
| 10.11                     |  | Sprint PCS ManagementAgreement, as amended by Addendum I, dated as of December 23, 1999, byand between Sprint Spectrum, L.P., WirelessCo, L.P., Cox CommunicationsPCS, L.P., Cox CPS License, LLC, SprintCom, Inc. and Alamosa PCS, LLC,filed as Exhibit 10.22 to Amendment No. 2 to the Registration Statementon Form S-1, dated January 19, 2000 (SEC File No. 333-89995), ofAlamosa (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.), whichexhibit is incorporated herein byreference. |
| 10.12                     |  | Sprint PCS ServicesAgreement, dated as of December 23, 1999, by and between SprintSpectrum, L.P. and Alamosa PCS, LLC, filed as Exhibit 10.23 toAmendment No. 2 to the Registration Statement on Form S-1, datedJanuary 19, 2000 (SEC File No. 333-89995), of Alamosa (Delaware), Inc.(formerly Alamosa PCS Holdings, Inc.), which exhibit is incorporatedherein by reference.                                                                                                                  |
| 10.13                     |  | Sprint Trademarkand Service Mark License Agreement, dated as of December 23, 1999, byand between Sprint Communications Company, L.P. and Alamosa PCS, LLC,filed as Exhibit 10.24 to Amendment No. 2 to the Registration Statementon Form S-1, dated January 19, 2000 (SEC File No. 333-89995), ofAlamosa (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.), whichexhibit is incorporated herein byreference.                                                                               |
| 10.14                     |  | Sprint Spectrum Trademarkand Service Mark License Agreement, dated as of December 23, 1999, byand between Sprint Spectrum, L.P. and Alamosa PCS, LLC, filed asExhibit 10.25 to Amendment No. 2 to the Registration Statement on FormS-1, dated January 19, 2000 (SEC File No. 333-89995), of Alamosa(Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.), which exhibitis incorporated herein byreference.                                                                                    |
| 10.15                     |  | Amendment No. 4 to DMS-MTXCellular Supply Agreement by and between Alamosa PCS, LLC and NortelNetworks Inc. (successor in interest to Northern Telecom Inc.)effective as of February 8, 2000, filed as Exhibit 10.20 to Form 10-Kof Alamosa (Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.) forthe year ended December 31, 1999 (SEC File No. 001-15657), whichexhibit is incorporated herein byreference.                                                                               |
| 10.16                     |  | Amended and Restated MasterDesign Build Agreement, dated as of March 21, 2000, by and betweenTexas Telecommunications, LP and Alamosa Wisconsin Limited Partnershipand SBA Towers, Inc., filed as Exhibit 10.23 to Form 10-K of Alamosa(Delaware), Inc. (formerly Alamosa PCS Holdings, Inc.) for the yearended December 31, 1999 (SEC File No. 001-15657), which exhibit isincorporated herein by reference.                                                                                   |
|                           |

60

----

|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |  |  |  |
|---------------------------|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   EXHIBITNUMBER |  | EXHIBITTITLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.17                     |  | Addendum II to SprintPCS Management Agreement (Wisconsin), dated as of February 3, 2000 andeffective as of February 8, 2000, by and among Sprint Spectrum L.P.,WirelessCo, L.P., Sprint Communications Company, L.P. and AlamosaWisconsin Limited Partnership, filed as Exhibit 10.27 to Form 10-K ofAlamosa Holdings, Inc. for the year ended December 31, 2000 (SEC FileNo. 000-32357), which exhibit is incorporated herein byreference.                                                                                             |
| 10.18                     |  | Addendum III to Sprint PCSManagement Agreement (Wisconsin), dated as of April 25, 2000 andeffective as of March 15, 2000, by and among Sprint Spectrum L.P.,WirelessCo, L.P., Sprint Communications Company, L.P. and AlamosaWisconsin Limited Partnership, filed as Exhibit 10.28 to Form 10-K ofAlamosa Holdings, Inc. for the year ended December 31, 2000 (SEC FileNo. 000-32357), which exhibit is incorporated herein byreference.                                                                                                |
| 10.19                     |  | Addendum IV to Sprint PCSManagement Agreement (Wisconsin), dated as of June 23, 2000, by andamong Sprint Spectrum L.P., WirelessCo, L.P., Sprint CommunicationsCompany, L.P. and Alamosa Wisconsin Limited Partnership, filed asExhibit 10.29 to Form 10-K of Alamosa Holdings, Inc., for the yearended December 31, 2000 (SEC File No. 000-32357), which exhibit isincorporated herein byreference.                                                                                                                                    |
| 10.20                     |  | Addendum V to Sprint PCSManagement Agreement (Wisconsin), dated as of February 14, 2001, by andamong Sprint Spectrum L.P., WirelessCo, L.P., Sprint CommunicationsCompany, L.P. and Alamosa Wisconsin Limited Partnership, filed asExhibit 10.30 to Form 10-K of Alamosa Holdings, Inc. for the year endedDecember 31, 2000 (SEC File No. 000-32357), which exhibit isincorporated herein byreference.                                                                                                                                  |
| 10.21                     |  | Addendum II to Sprint PCSManagement Agreement, dated as of February 3, 2000 and effective as ofFebruary 8, 2000, by and among Sprint Spectrum L.P., WirelessCo, L.P.,SprintCom, Inc., Cox Communications PCS, L.P., Cox PCS License, LLC,Sprint Communications Company, L.P. and Texas Telecommunications, LP(successor in interest to Alamosa PCS, LLC), filed as Exhibit 10.31 toForm 10-K of Alamosa Holdings, Inc., for the year ended December 31,2000 (SEC File No. 000-32357), which exhibit is incorporated herein byreference. |
| 10.22                     |  | Addendum III to Sprint PCSManagement Agreement, dated as of April 25, 2000 and effective as ofMarch 15, 2000, by and among Sprint Spectrum L.P., WirelessCo, L.P.,SprintCom, Inc., Cox Communications PCS, L.P., Cox PCS License, LLC,Sprint Communications Company, L.P. and Texas Telecommunications, LP(successor in interest to Alamosa PCS, LLC), filed as Exhibit 10.32 toForm 10-K of Alamosa Holdings, Inc. for the year ended December 31,2000 (SEC File No. 000-32357), which exhibit is incorporated herein byreference.     |
| 10.23                     |  | Addendum IV to Sprint PCSManagement Agreement, dated as of June 23, 2000, by and among SprintSpectrum L.P., WirelessCo, L.P., SprintCom, Inc., Sprint CommunicationsCompany, L.P., and Texas Telecommunications, LP, filed as Exhibit 10.33to Form 10-K of Alamosa Holdings, Inc. for the year ended December 31,2000 (SEC File No. 000-32357), which exhibit is incorporated herein byreference.                                                                                                                                       |
| 10.24                     |  | Addendum V to Sprint PCSManagement Agreement, dated as of January 8, 2001, by and among SprintSpectrum L.P., WirelessCo, L.P., SprintCom, Inc., Cox CommunicationsPCS, L.P., Cox PCS License, LLC, Sprint Communications Company, L.P.and Texas Telecommunications, LP, filed as Exhibit 10.34 to Form 10-Kof Alamosa Holdings, Inc. for the year ended December 31, 2000 (SECFile No. 000-32357), which exhibit is incorporated herein byreference.                                                                                    |
| 10.25                     |  | Addendum VI to Sprint PCSManagement Agreement, dated as of February 14, 2001, by and amongSprint Spectrum L.P., WirelessCo, L.P., Sprint Communications Company,L.P. and Texas Telecommunications, LP, filed as Exhibit 10.35 to Form10-K of Alamosa Holdings, Inc. for the year ended December 31, 2000(SEC File No. 000-32357), which exhibit is incorporated herein byreference.                                                                                                                                                     |
|                           |

61

----

|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                   |  |  |  |  |
|---------------------------|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   EXHIBITNUMBER |  | EXHIBITTITLE                                                                                                                                                                                                                                                                                                                                                                                                      |
| 10.26                     |  | Sprint PCS ManagementAgreement, dated as of June 8, 1998, as amended by Addenda I –VIII between Sprint Spectrum L.P., SprintCom, Inc. and Roberts WirelessCommunications, L.L.C., filed as Exhibit 10.36 to Form 10-K of AlamosaHoldings, Inc. for the year ended December 31, 2000 (SEC File No.000-32357), which exhibit is incorporated herein byreference.                                              |
| 10.27                     |  | Sprint PCS ServicesAgreement, dated as of June 8, 1998, between Sprint Spectrum L.P. andRoberts Wireless Communications, L.L.C., filed as Exhibit 10.37 to Form10-K of Alamosa Holdings, Inc. for the year ended December 31, 2000(SEC File No. 000-32357), which exhibit is incorporated herein byreference.                                                                                                     |
| 10.28                     |  | Sprint Trademark andService Mark License Agreement, dated as of June 8, 1998, betweenSprint Communications Company, L.P. and Roberts WirelessCommunications, L.L.C., filed as Exhibit 10.38 to Form 10-K of AlamosaHoldings, Inc. for the year ended December 31, 2000 (SEC File No.000-32357), which exhibit is incorporated herein byreference.                                                                 |
| 10.29                     |  | Sprint Spectrum Trademarkand Service Mark License Agreement, dated as of June 8, 1998, betweenSprint Spectrum L.P. and Roberts Wireless Communications, L.L.C., filedas Exhibit 10.39 to Form 10-K of Alamosa Holdings, Inc. for the yearended December 31, 2000 (SEC File No. 000-32357), which exhibit isincorporated herein byreference.                                                                       |
| 10.30                     |  | Sprint PCS ManagementAgreement, dated as of January 25, 1999, as amended by Addenda I– III, between Sprint Spectrum L.P., WirelessCo, L.P. andWashington Oregon Wireless, LLC, filed as Exhibit 10.40 to Form 10-K ofAlamosa Holdings, Inc. for the year ended December 31, 2000 (SEC FileNo. 000-32357), which exhibit is incorporated herein byreference.                                                 |
| 10.31                     |  | Sprint PCS ServicesAgreement, dated as of January 25, 1999, between Sprint Spectrum L.P.and Washington Oregon Wireless, LLC, filed as Exhibit 10.41 to Form10-K of Alamosa Holdings, Inc. for the year ended December 31, 2000(SEC File No. 000-32357), which exhibit is incorporated herein byreference.                                                                                                         |
| 10.32                     |  | Sprint Trademark andService Mark License Agreement, dated as of January 25, 1999, betweenSprint Communications Company, L.P. and Washington Oregon Wireless,LLC, filed as Exhibit 10.42 to Form 10-K of Alamosa Holdings, Inc. forthe year ended December 31, 2000 (SEC File No. 000-32357), whichexhibit is incorporated herein byreference.                                                                     |
| 10.33                     |  | Sprint Spectrum Trademarkand Service Mark License Agreement, dated as of January 25, 1999,between Sprint Spectrum L.P. and Washington Oregon Wireless, LLC, filedas Exhibit 10.42 to Form 10-K of Alamosa Holdings, Inc. for the yearended December 31, 2000 (SEC File No. 000-32357), which exhibit isincorporated herein byreference.                                                                           |
| 10.34+                    |  | Amended andRestated 1999 Long Term Incentive Plan, filed as Exhibit 4.2 to theRegistration Statement on Form S-8, dated January 10, 2003 (SEC FileNo. 333-102460) of Alamosa Holdings, Inc., which exhibit isincorporated herein byreference.                                                                                                                                                                     |
| 10.35+                    |  | Amended andRestated Alamosa Holdings, Inc. Employee Stock Purchase Plan, filed asExhibit 10.61 to the Form 10-Q of Alamosa Holdings, Inc. for thequarterly period ended June 30, 2002 (SEC File No. 001-16793), whichexhibit is incorporated herein byreference.                                                                                                                                                  |
| 10.36                     |  | Addendum VI to Sprint PCSManagement Agreement (Wisconsin), dated as of March 30, 2001, by andamong Sprint Spectrum L.P., WirelessCo, L.P., Sprint CommunicationsCompany, L.P. and Alamosa Wisconsin Limited Partnership, filed asExhibit 10.45 to the Registration Statement on Form S-4, dated May 9,2001 (SEC File No. 333-60572) of Alamosa (Delaware), Inc., whichexhibit is incorporated herein byreference. |
| 10.37                     |  | Addendum VII to Sprint PCSManagement Agreement, dated as of March 30, 2001, by and among SprintSpectrum L.P., WirelessCo, L.P., Sprint Communications Company, L.P.and Texas Telecommunications LP, filed as Exhibit 10.46 to theRegistration Statement on Form S-4, dated May 9, 2001 (SEC File No.333-60572), of Alamosa (Delaware), Inc., which exhibit is incorporatedherein by reference.                    |
|                           |

62

----

|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |  |  |  |
|---------------------------|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   EXHIBITNUMBER |  | EXHIBITTITLE                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.38                     |  | Addendum IX to SprintPCS Management Agreement, dated as of March 30, 2001, by and amongSprint Spectrum L.P., WirelessCo, L.P., Sprint Communications Company,L.P. and Roberts Wireless Communications, filed as Exhibit 10.47 to theRegistration Statement on Form S-4, dated May 9, 2001 (SEC File No.333-60572), of Alamosa (Delaware), Inc., which exhibit is incorporatedherein by reference.                                         |
| 10.39                     |  | Addendum IV toSprint PCS Management Agreement, dated as of March 30, 2001, by andamong Sprint Spectrum L.P., WirelessCo, L.P., Sprint CommunicationsCompany, L.P. and Washington Oregon Wireless, LLC, filed as Exhibit10.48 to the Registration Statement on Form S-4, dated May 9, 2001 (SECFile No. 333-60572), of Alamosa (Delaware), Inc., which exhibit isincorporated herein byreference.                                          |
| 10.40                     |  | Sprint PCS Amended andRestated Management Agreement, dated March 30, 2001, as amended byAddendum IV, by and between Sprint Spectrum, L.P., SprintCom, Inc.,WirelessCo, L.P., Sprint Communications Company, L.P., and SouthwestPCS, L.P., filed as Exhibit 10.49 to the Registration Statement on FormS-4, dated May 9, 2001 (SEC File No. 333-60572) of Alamosa (Delaware),Inc., which exhibit is incorporated herein byreference.       |
| 10.41                     |  | Sprint PCS ServicesAgreement, dated July 10, 1998, between Sprint Spectrum L.P. andSouthwest PCS, L.P., filed as Exhibit 10.50 to the RegistrationStatement on Form S-4, dated May 9, 2001 (SEC File No. 333-60572) ofAlamosa (Delaware), Inc., which exhibit is incorporated herein byreference.                                                                                                                                         |
| 10.42                     |  | Sprint Trademark andService Mark License Agreement, dated July 10, 1998, between SprintCommunications Company, L.P. and Southwest PCS, L.P., filed as Exhibit10.51 to the Registration Statement on Form S-4, dated May 9, 2001 (SECFile No. 333-60572) of Alamosa (Delaware), Inc., which exhibit isincorporated herein byreference.                                                                                                     |
| 10.43                     |  | Sprint Spectrum Trademarkand Service Mark License Agreement, dated July 10, 1998, between SprintSpectrum L.P. and Southwest PCS, L.P., filed as Exhibit 10.52 to theRegistration Statement on Form S-4, dated May 9, 2001 (SEC File No.333-60572) of Alamosa (Delaware), Inc., which exhibit is incorporatedherein by reference.                                                                                                          |
| 10.44                     |  | Addendum VI toSprint PCS Management Agreement and Sprint PCS Services Agreement,dated as of September 12, 2003, by and among Sprint Spectrum L.P.,WirelessCo, L.P., Sprint Communications Company L.P. and WashingtonOregon Wireless, LLC, filed as Exhibit 10.2 to Form 10-Q of AlamosaHoldings, Inc. for the quarterly period ended September 30, 2003 (SECFile No. 001-16793), which exhibit is incorporated herein byreference.       |
| 10.45                     |  | Addendum X to Sprint PCSManagement Agreement and Sprint PCS Services Agreement, dated as ofSeptember 12, 2003, by and among Sprint Spectrum L.P., WirelessCo,L.P., Sprint Communications Company L.P. and Texas TelecommunicationsLP, filed as Exhibit 10.3 to Form 10-Q of Alamosa Holdings, Inc. forthe quarterly period ended September 30, 2003 (SEC File No. 001-16793),which exhibit is incorporated herein byreference.            |
| 10.46                     |  | Addendum V to Sprint PCSManagement Agreement and Sprint PCS Services Agreement, dated as ofSeptember 12, 2003, by and among Sprint Spectrum L.P., WirelessCo,L.P., Sprint Communications Company L.P. and Southwest PCS, L.P., filedas Exhibit 10.4 to Form 10-Q of Alamosa Holdings, Inc. for thequarterly period ended September 30, 2003 (SEC File No. 001-16793),which exhibit is incorporated herein byreference.                    |
| 10.47                     |  | Addendum IX to Sprint PCSManagement Agreement and Sprint PCS Services Agreement, dated as ofSeptember 12, 2003, by and among Sprint Spectrum L.P., WirelessCo,L.P., Sprint Communications Company L.P. and Alamosa Wisconsin LimitedPartnership, filed as Exhibit 10.5 to Form 10-Q of Alamosa Holdings,Inc. for the quarterly period ended September 30, 2003 (SEC File No.001-16793), which exhibit is incorporated herein byreference. |
|                           |

63

----

|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |  |  |  |
|---------------------------|--|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   EXHIBITNUMBER |  | EXHIBITTITLE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 10.48                     |  | Addendum X to SprintPCS Management Agreement and Sprint PCS Services Agreement, dated as ofSeptember 12, 2003, by and among Sprint Spectrum L.P., WirelessCo,L.P., Sprint Communications Company L.P. and Alamosa Missouri, LLC,filed as Exhibit 10.6 to Form 10-Q of Alamosa Holdings, Inc. for thequarterly period ended September 30, 2003 (SEC File No. 001-16793),which exhibit is incorporated herein byreference.                                                                                                                                                   |
| 10.49                     |  | Settlement Agreement andMutual Release, dated as of September 12, 2003, by and among SprintSpectrum L.P., SprintCom, Inc., Sprint Communications Company L.P.,WirelessCo, L.P., Alamosa Holdings, Inc., Alamosa (Delaware), Inc.,Alamosa Missouri, LLC, Southwest PCS, L.P., Washington Oregon WirelessLLC, Alamosa Wisconsin Limited Partnership and Texas TelecommunicationsLP, Filed as Exhibit 10.7 to Form 10-Q of Alamosa Holdings, Inc. forthe quarterly period ended September 30, 2003 (SEC File No. 001-16793),which exhibit is incorporated herein byreference. |
| 10.50+                    |  | Amendment tothe Amended and Restated Alamosa Holdings, Inc. Employee Stock PurchasePlan, filed as Exhibit 10.8 to Form 10-Q of Alamosa Holdings, Inc. forthe quarterly period ended September 30, 2003 (SEC File No. 001-16793),which exhibit is incorporated herein byreference.                                                                                                                                                                                                                                                                                          |
| 10.51                     |  | Addendum VII to Sprint PCSManagement Agreement and Sprint PCS Services Agreement, dated March 26,2004, by and among Sprint Spectrum L.P., WirelessCo, L.P., SprintCommunications Company L.P. and Washington Oregon Wireless, LLC, filedas Exhibit 10.61 to the Registration Statement on Form S-4, dated April19, 2004 (SEC File No. 333-114592), of Alamosa (Delaware), Inc., whichexhibit is incorporated herein byreference.                                                                                                                                           |
| 10.52                     |  | Addendum XI to Sprint PCSManagement Agreement and Sprint PCS Services Agreement, dated March 26,2004, by and among Sprint Spectrum L.P., WirelessCo, L.P., SprintCommunications Company L.P. and Texas Telecommunications LP, filed asExhibit 10.62 to the Registration Statement on Form S-4, dated April19, 2004 (SEC File No. 333-114592), of Alamosa (Delaware), Inc., whichexhibit is incorporated herein byreference.                                                                                                                                                |
| 10.53                     |  | Addendum VI to Sprint PCSManagement Agreement and Sprint PCS Services Agreement, dated March 26,2004, by and among Sprint Spectrum L.P., SprintCom, Inc., WirelessCo,L.P., Sprint Communications Company L.P. and Southwest PCS, L.P., filedas Exhibit 10.63 to the Registration Statement on Form S-4, dated April19, 2004 (SEC File No. 333-114592), of Alamosa (Delaware), Inc., whichexhibit is incorporated herein byreference.                                                                                                                                       |
| 10.54                     |  | Addendum X to Sprint PCSManagement Agreement and Sprint PCS Services Agreement, dated March 26,2004, by and among Sprint Spectrum L.P., WirelessCo, L.P., SprintCommunications Company L.P. and Alamosa Wisconsin Limited Partnership,filed as Exhibit 10.64 to the Registration Statement on Form S-4, datedApril 19, 2004 (SEC File No. 333-114592), of Alamosa (Delaware), Inc.,which exhibit is incorporated herein byreference.                                                                                                                                       |
| 10.55                     |  | Addendum XI to Sprint PCSManagement Agreement and Sprint PCS Services Agreement, dated March 26,2004 by and among Sprint Spectrum L.P., WirelessCo, L.P., SprintCommunications Company L.P. and Alamosa Missouri, LLC, filed as Exhibit10.65 to the Registration Statement on Form S-4, dated April 19, 2004(SEC File No. 333-114592), of Alamosa (Delaware), Inc., which exhibitis incorporated herein byreference.                                                                                                                                                       |
| 10.56+                    |  | Second Amendedand Restated Alamosa Holdings, Inc. Employee Stock Purchase Plan filedas Exhibit 10.39 to Amendment No. 1 to the Registration Statement ofForm S-4, dated July 14, 2004 (SEC File No. 333-114592), of Alamosa(Delaware), Inc., which exhibit is incorporated herein byreference.                                                                                                                                                                                                                                                                             |
| 10.57                     |  | Addendum VIII to Sprint PCSManagement Agreement and Sprint PCS Services Agreement, dated June 14,2004, by and among Sprint Spectrum L.P., WirelessCo, L.P., SprintCommunications Company L.P. and Washington Oregon Wireless, LLC, filedas Exhibit 10.65 to Amendment No. 1 to the Registration Statement onForm S-4, dated July 14, 2004 (SEC File No. 333-114592), of Alamosa(Delaware), Inc., which exhibit is incorporated herein byreference.                                                                                                                         |
|                           |

64

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|                           |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |
|---------------------------|--|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   EXHIBITNUMBER |  | EXHIBITTITLE                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 10.58                     |  | Addendum XII toSprint PCS Management Agreement and Sprint PCS Services Agreement,dated June 14, 2004, by and among Sprint Spectrum L.P., WirelessCo,L.P., Sprint Communications Company L.P. and Texas TelecommunicationsLP, filed as Exhibit 10.66 to Amendment No. 1 to the RegistrationStatement on Form S-4, dated July 14, 2004 (SEC File No. 333-114592),of Alamosa (Delaware), Inc., which exhibit is incorporated herein byreference.          |
| 10.59                     |  | Addendum VII to Sprint PCSManagement Agreement and Sprint PCS Services Agreement, dated June 14,2004, by and among Sprint Spectrum L.P., SprintCom, Inc., WirelessCo,L.P., Sprint Communications Company L.P. and Southwest PCS, L.P., filedas Exhibit 10.67 to Amendment No. 1 to the Registration Statement onForm S-4, dated July 14, 2004 (SEC File No. 333-114592), of Alamosa(Delaware), Inc., which exhibit is incorporated herein byreference. |
| 10.60                     |  | Addendum XI to Sprint PCSManagement Agreement and Sprint PCS Services Agreement, dated June 14,2004, by and among Sprint Spectrum L.P., WirelessCo, L.P., SprintCommunications Company L.P. and Alamosa Wisconsin Limited Partnership,filed as Exhibit 10.68 to Amendment No. 1 to the Registration Statementon Form S-4, dated July 14, 2004 (SEC File No. 333-114592), of Alamosa(Delaware), Inc., which exhibit is incorporated herein byreference. |
| 10.61                     |  | Addendum XII to Sprint PCSManagement Agreement and Sprint PCS Services Agreement, dated June 14,2004 by and among Sprint Spectrum L.P., WirelessCo, L.P., SprintCommunications Company L.P. and Alamosa Missouri, LLC, filed as Exhibit10.69 to Amendment No. 1 to the Registration Statement on Form S-4,dated July 14, 2004 (SEC File No. 333-114592), of Alamosa (Delaware),Inc., which exhibit is incorporated herein byreference.                 |
| 10.62+                    |  | EmploymentAgreement, dated as of January 1, 2005, by and between AlamosaHoldings, Inc. and David E. Sharbutt, filed as Exhibit 10.1 to thecurrent report on Form 8-K of Alamosa Holdings, Inc., dated December30, 2004 (SEC File No. 001-16793), which exhibit is incorporated hereinby reference.                                                                                                                                                     |
| 10.63+                    |  | EmploymentAgreement, dated as of January 1, 2005, by and between Alamosa andKendall Cowan filed as Exhibit 10.2 to the current report on Form 8-Kof Alamosa Holdings, Inc., dated December 30, 2004 (SEC File No.001-16793), which exhibit is incorporated herein byreference.                                                                                                                                                                         |
| 10.64+                    |  | Form ofExecutive Stock Option Agreement under Alamosa's Amended andRestated 1999 Long Term Incentive Plan, filed as Exhibit 10.3 to thecurrent report on Form 8-K of Alamosa Holdings, Inc., dated December30, 2004 (SEC File No. 001-16793), which exhibit is incorporated hereinby reference.                                                                                                                                                        |
| 10.65+                    |  | Form ofRestricted Stock Agreement under Alamosa's Amended and Restated1999 Long Term Incentive Plan, filed as Exhibit 10.4 to the currentreport on Form 8-K of Alamosa Holdings, Inc., dated December 30, 2004(SEC File No. 001-16793), which exhibit is incorporated herein byreference.                                                                                                                                                              |
| 10.66+                    |  | EmploymentAgreement, dated as of January 1, 2005, by and between Alamosa andMargaret Z. Couch, filed as Exhibit 10.1 to the current report on Form8-K of Alamosa Holdings, Inc., dated January 6, 2005 (SEC File No.001-16793), which exhibit is incorporated herein byreference.                                                                                                                                                                      |
| 10.67+                    |  | EmploymentAgreement, dated as of January 1, 2005, by and between Alamosa andAnthony Sabatino, filed as Exhibit 10.2 to the current report on Form8-K of Alamosa Holdings, Inc., dated January 6, 2005 (SEC File No.001-16793), which exhibit is incorporated herein byreference.                                                                                                                                                                       |
| 10.68+                    |  | EmploymentAgreement, dated as of January 1, 2005, by and between Alamosa and LoydI. Rinehart, filed as Exhibit 10.3 to the current report on Form 8-K ofAlamosa Holdings, Inc., dated January 6, 2005 (SEC File No. 001-16793),which exhibit is incorporated herein byreference.                                                                                                                                                                       |
| 10.69+                    |  | EmploymentAgreement, dated as of January 1, 2005, by and between Alamosa andSteven Richardson, filed as Exhibit 10.4 to the current report on Form8-K of Alamosa Holdings, Inc., dated January 6, 2005 (SEC File No.001-16793), which exhibit is incorporated herein byreference.                                                                                                                                                                      |
| 21.1                      |  | Omitted pursuant toInstruction I(2)(b) of Form 10-K.                                                                                                                                                                                                                                                                                                                                                                                                   |
| 31.1*                     |  | Certification of CEO Pursuant to Section 302 of theSarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                                                                                                                         |
|                           |

65

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|                           |  |                                                                                                                              |  |  |  |  |
|---------------------------|--|------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   EXHIBITNUMBER |  | EXHIBITTITLE                                                                                                                 |
| 31.2 *                    |  | Certification of CFOPursuant to Section 302 of the Sarbanes-Oxley Act of2002.                                                |
| 32.1 *                    |  | Certification of CEO Pursuantto 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of theSarbanes-Oxley Act of 2002. |
| 32.2*                     |  | Certification of CFO Pursuant to 18 U.S.C. Section 1350, asadopted Pursuant to Section 906 of the Sarbanes-Oxley Act of2002. |
|                           |

|   |                                                       |
|---|-------------------------------------------------------|
| + | Exhibit is amanagement contract or compensatory plan. |

|   |                           |
|---|---------------------------|
| * | Exhibit is filedherewith. |

66

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ALAMOSA(DELAWARE), INC.

INDEX TO FINANCIALSTATEMENTS

|                                                                                                          |  |        |      |        |  |  |
|----------------------------------------------------------------------------------------------------------|--|--------|------|--------|--|--|
| Reportof Independent Registered Public AccountingFirm                                                    |  |   | F-2  |   |
| Consolidated Balance Sheets as ofDecember 31, 2004 and December 31,2003                                  |  |   | F-3  |   |
| Consolidated Statements ofOperations for the years ended December 31, 2004, 2003 and2002                 |  |   | F-4  |   |
| Consolidated Statements ofStockholder's Equity for the period from December 31, 2001 toDecember 31, 2004 |  |   | F-5  |   |
| ConsolidatedStatements of Cash Flows for the years ended December 31, 2004, 2003and 2002                 |  |   | F-6  |   |
| Notes to Consolidated FinancialStatements                                                                |  |   | F-7  |   |
| Report of IndependentRegistered Public Accounting Firm on Financial StatementSchedule                    |  |   | F-44 |   |
| Consolidated Valuation andQualifyingAccounts                                                             |  |   | F-45 |   |
|                                                                                                          |

F-1

----

REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Boardof Directors and Stockholder of Alamosa (Delaware), Inc.:

In ouropinion, the accompanying consolidated balance sheets and the relatedconsolidated statements of operations, stockholder's equity andcash flows present fairly, in all material respects, the financialposition of Alamosa (Delaware), Inc. and its subsidiaries at December31, 2004 and 2003, and the results of their operations and their cashflows for each of the three years in the period ended December 31, 2004in conformity with accounting principles generally accepted in theUnited States of America. These financial statements are theresponsibility of the Company's management. Our responsibility isto express an opinion on these financial statements based on ouraudits. We conducted our audits of these statements in accordance withthe standards of the Public Company Accounting Oversight Board (UnitedStates). Those standards require that we plan and perform the audit toobtain reasonable assurance about whether the financial statements arefree of material misstatement. An audit includes examining, on a testbasis, evidence supporting the amounts and disclosures in the financialstatements, assessing the accounting principles used and significantestimates made by management, and evaluating the overall financialstatement presentation. We believe that our audits provide a reasonablebasis for our opinion.

PricewaterhouseCoopersLLP     Dallas, Texas March 21, 2005

F-2

----

ALAMOSA (DELAWARE), INC.

CONSOLIDATED BALANCE SHEETS(Dollars in thousands, exceptshareamounts)

|                                                                                                             |  |             |           |         |  |        |           |         |  |  |
|-------------------------------------------------------------------------------------------------------------|--|-------------|-----------|---------|--|--------|-----------|---------|--|--|
|                                                                                                        |  | December31, |
|                                                                                                        |  | 2004        |           | 2003    |
| ASSETS                                                                                                      |  |        |      |    |  |   |      |    |
| Currentassets:                                                                                              |  |        |      |    |  |   |      |    |
| Cash andcashequivalents                                                                                     |  | $           | 127,132   |    |  | $      | 98,242    |    |
| Restrictedcash                                                                                              |  |        | —   |    |  |   | 1         |    |
| Short terminvestments                                                                                       |  |        | 50,411    |    |  |   | —   |    |
| Customeraccounts receivable,net                                                                             |  |        | 44,687    |    |  |   | 28,034    |    |
| Receivable fromSprint                                                                                       |  |        | 24,809    |    |  |   | 22,947    |    |
| Receivable fromparent                                                                                       |  |        | —   |    |  |   | 1         |    |
| Interestreceivable                                                                                          |  |        | 216       |    |  |   | —   |    |
| Inventory                                                                                                   |  |        | 9,136     |    |  |   | 7,309     |    |
| Prepaidexpenses and otherassets                                                                             |  |        | 11,192    |    |  |   | 9,763     |    |
| Deferredcustomer acquisitioncosts                                                                           |  |        | 6,337     |    |  |   | 8,060     |    |
| Deferred taxasset                                                                                           |  |        | 4,230     |    |  |   | 4,572     |    |
| Totalcurrentassets                                                                                          |  |        | 278,150   |    |  |   | 178,929   |    |
| Property andequipment, net                                                                                  |  |        | 441,808   |    |  |   | 434,840   |    |
| Debtissuance costs,net                                                                                      |  |        | 9,086     |    |  |   | 14,366    |    |
| Intangible assets,net                                                                                       |  |        | 416,716   |    |  |   | 448,354   |    |
| Other noncurrentassets                                                                                      |  |        | 4,188     |    |  |   | 6,393     |    |
| Totalassets                                                                                                 |  | $           | 1,149,948 |    |  | $      | 1,082,882 |    |
| LIABILITIESAND STOCKHOLDER'SEQUITY                                                                          |  |        |      |    |  |   |      |    |
| Currentliabilities:                                                                                         |  |        |      |    |  |   |      |    |
| Accountspayable                                                                                             |  | $           | 24,581    |    |  | $      | 25,441    |    |
| Accruedexpenses                                                                                             |  |        | 42,383    |    |  |   | 37,325    |    |
| Payable toSprint                                                                                            |  |        | 35,852    |    |  |   | 34,341    |    |
| Payable toparent                                                                                            |  |        | 1,530     |    |  |   | —   |    |
| Interestpayable                                                                                             |  |        | 21,076    |    |  |   | 5,353     |    |
| Deferredrevenue                                                                                             |  |        | 22,549    |    |  |   | 22,742    |    |
| Currentinstallments of capitalleases                                                                        |  |        | 110       |    |  |   | 481       |    |
| Totalcurrentliabilities                                                                                     |  |        | 148,081   |    |  |   | 125,683   |    |
| Longterm liabilities:                                                                                       |  |        |      |    |  |   |      |    |
| Capital leaseobligations                                                                                    |  |        | 749       |    |  |   | 812       |    |
| Other noncurrentliabilities                                                                                 |  |        | 5,835     |    |  |   | 8,693     |    |
| Deferred taxliability                                                                                       |  |        | 16,604    |    |  |   | 15,379    |    |
| Seniorsecured debt                                                                                          |  |        | —   |    |  |   | 200,000   |    |
| Seniornotes                                                                                                 |  |        | 739,141   |    |  |   | 464,424   |    |
| Totallong termliabilities                                                                                   |  |        | 762,329   |    |  |   | 689,308   |    |
| Totalliabilities                                                                                            |  |        | 910,410   |    |  |   | 814,991   |    |
| Commitmentsand contingencies (see Note18)                                                                   |  |        | —   |    |  |   | —   |    |
| Stockholder'sequity:                                                                                        |  |        |      |    |  |   |      |    |
| Preferred stock, $.01 parvalue; 1,000 shares authorized; no sharesissued                                    |  |        | —   |    |  |   | —   |    |
| Common stock,$.01 par value; 9,000 shares authorized; 100 and 100 shares issued andoutstanding,respectively |  |        | —   |    |  |   | —   |    |
| Additionalpaid-incapital                                                                                    |  |        | 1,003,707 |    |  |   | 1,015,991 |    |
| Accumulateddeficit                                                                                          |  |        | (764,104  | )  |  |   | (747,425  | )  |
| Unearnedcompensation                                                                                        |  |        | (65       | )  |  |   | (145      | )  |
| Accumulatedother comprehensive loss, net oftax                                                              |  |        | —   |    |  |   | (530      | )  |
| Totalstockholder'sequity                                                                                    |  |        | 239,538   |    |  |   | 267,891   |    |
| Totalliabilities and stockholder'sequity                                                                    |  | $           | 1,149,948 |    |  | $      | 1,082,882 |    |
|                                                                                                             |

Theaccompanying notes are an integral part of the consolidated financialstatements.

F-3

----

ALAMOSA (DELAWARE), INC.

CONSOLIDATED STATEMENTS OF OPERATIONS(Dollars inthousands)

|                                                                                                                                 |  |                       |         |         |  |        |         |         |  |        |          |         |  |  |
|---------------------------------------------------------------------------------------------------------------------------------|--|-----------------------|---------|---------|--|--------|---------|---------|--|--------|----------|---------|--|--|
|                                                                                                                            |  | YearEnded December31, |
|                                                                                                                            |  | 2004                  |         | 2003    |  | 2002   |
| Revenues:                                                                                                                       |  |                  |    |    |  |   |    |    |  |   |     |    |
| Subscriberrevenues                                                                                                              |  | $                     | 555,711 |    |  | $      | 452,396 |    |  | $      | 391,927  |    |
| Roamingand wholesalerevenues                                                                                                    |  |                  | 214,230 |    |  |   | 150,772 |    |  |   | 139,843  |    |
| Servicerevenues                                                                                                                 |  |                  | 769,941 |    |  |   | 603,168 |    |  |   | 531,770  |    |
| Productsales                                                                                                                    |  |                  | 33,159  |    |  |   | 27,882  |    |  |   | 23,922   |    |
| Totalrevenue                                                                                                                    |  |                  | 803,100 |    |  |   | 631,050 |    |  |   | 555,692  |    |
| Costsand expenses:                                                                                                              |  |                  |    |    |  |   |    |    |  |   |     |    |
| Cost ofservice and operation (excluding non-cash compensation of $8, $14, and$4 for 2004, 2003, and 2002,respectively)          |  |                  | 383,287 |    |  |   | 317,215 |    |  |   | 343,468  |    |
| Costof productssold                                                                                                             |  |                  | 76,183  |    |  |   | 59,651  |    |  |   | 50,974   |    |
| Sellingand marketing (excluding non-cash compensation of $8, $14, and $4 for2004, 2003, and 2002,respectively)                  |  |                  | 140,833 |    |  |   | 112,626 |    |  |   | 119,059  |    |
| Generaland administrative expenses (excluding non-cash compensation of $64,$121, and $21 for 2004, 2003, and 2002,respectively) |  |                  | 21,938  |    |  |   | 15,814  |    |  |   | 14,656   |    |
| Depreciationandamortization                                                                                                     |  |                  | 104,775 |    |  |   | 110,495 |    |  |   | 105,121  |    |
| Impairmentofgoodwill                                                                                                            |  |                  | — |    |  |   | — |    |  |   | 291,635  |    |
| Impairmentof property andequipment                                                                                              |  |                  | 3,730   |    |  |   | 2,243   |    |  |   | 1,194    |    |
| Non-cashcompensation                                                                                                            |  |                  | 80      |    |  |   | 149     |    |  |   | 29       |    |
| Totalcosts andexpenses                                                                                                          |  |                  | 730,826 |    |  |   | 618,193 |    |  |   | 926,136  |    |
| Income(loss) fromoperations                                                                                                     |  |                  | 72,274  |    |  |   | 12,857  |    |  |   | (370,444 | )  |
| Losson debtextinguishment                                                                                                       |  |                  | (13,101 | )  |  |   | — |    |  |   | —  |    |
| Debtexchangeexpenses                                                                                                            |  |                  | — |    |  |   | (8,694  | )  |  |   | —  |    |
| Interestand otherincome                                                                                                         |  |                  | 1,458   |    |  |   | 929     |    |  |   | 3,459    |    |
| Interestexpense                                                                                                                 |  |                  | (75,739 | )  |  |   | (99,914 | )  |  |   | (102,863 | )  |
| Lossbefore income tax (expense)benefit                                                                                          |  |                  | (15,108 | )  |  |   | (94,822 | )  |  |   | (469,848 | )  |
| Incometax (expense)benefit                                                                                                      |  |                  | (1,571  | )  |  |   | 11,530  |    |  |   | 67,086   |    |
| Netloss                                                                                                                         |  | $                     | (16,679 | )  |  | $      | (83,292 | )  |  | $      | (402,762 | )  |
|                                                                                                                                 |

Theaccompanying notes are an integral part of the consolidated financialstatements.

F-4

----

ALAMOSA(DELAWARE), INC.

CONSOLIDATED STATEMENTS OFSTOCKHOLDER'S EQUITY(Dollars in thousands, except shareamounts ) FOR THE PERIOD FROM DECEMBER 31, 2001 TO DECEMBER31,2004

|                                                                                                            |  |                           |          |                 |  |             |                                                                                                  |                          |  |                    |                                                                                                  |                      |  |                                   |        |        |  |        |                                             |        |  |        |           |         |  |        |          |         |  |        |         |         |  |        |         |         |  |        |          |         |  |  |
|------------------------------------------------------------------------------------------------------------|--|---------------------------|----------|-----------------|--|-------------|--------------------------------------------------------------------------------------------------|--------------------------|--|--------------------|--------------------------------------------------------------------------------------------------|----------------------|--|-----------------------------------|--------|--------|--|--------|---------------------------------------------|--------|--|--------|-----------|---------|--|--------|----------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--------|----------|---------|--|--|
|                                                                                                       |  | ComprehensiveIncome(Loss) |          | Preferred Stock |  | CommonStock |                                                                                                  | AdditionalPaid-InCapital |  | AccumulatedDeficit |                                                                                                  | UnearnedCompensation |  | AccumulatedOtherComprehensiveLoss |        | Total  |
|                                                                                                       |  | Shares                    |          | Amount          |  | Shares      |                                                                                                  | Amount                   |  |
| BalanceDecember 31,2001                                                                                    |  |                      |     |            |  |        | —                                                                                          |                     |  |               | —                                                                                          |                 |  |                              | 100    |   |  |   | —                                     |   |  |   | 800,293   |    |  |   | (261,371 | )  |  |   | — |    |  |   | (936    | )  |  |   | 537,986  |    |
| Netloss                                                                                                    |  | $                         | (402,762 | )          |  |        |                                                                                             |                     |  |               |                                                                                             |                 |  |                              |   |   |  |   |                                        |   |  |   |      |    |  |   | (402,762 | )  |  |   |    |    |  |   |    |    |  |   | (402,762 | )  |
| Netchange in fair value of derivative instruments qualifying as cash flowhedges, net of tax benefit of$376 |  |                      | (614     | )          |  |        |                                                                                             |                     |  |               |                                                                                             |                 |  |                              |   |   |  |   |                                        |   |  |   |      |    |  |   |     |    |  |   |    |    |  |   | (614    | )  |  |   | (614     | )  |
| Totalcomprehensiveloss                                                                                     |  | $                         | (403,376 | )          |  |        |                                                                                             |                     |  |               |                                                                                             |                 |  |                              |   |   |  |   |                                        |   |  |   |      |    |  |   |     |    |  |   |    |    |  |   |    |    |  |   |     |    |
| Capitaldistribution toparent                                                                               |  |                      |     |            |  |        |                                                                                             |                     |  |               |                                                                                             |                 |  |                              |   |   |  |   |                                        |   |  |   | (1,213    | )  |  |   |     |    |  |   |    |    |  |   |    |    |  |   | (1,213   | )  |
| Unearnedcompensation                                                                                       |  |                      |     |            |  |        |                                                                                             |                     |  |               |                                                                                             |                 |  |                              |   |   |  |   |                                        |   |  |   | 323       |    |  |   |     |    |  |   | (323    | )  |  |   |    |    |  |   | —  |    |
| Amortizationof unearnedCompensation                                                                        |  |                      |     |            |  |        |                  |                     |  |               |                  |                 |  |                              |   |   |  |   |                                        |   |  |   |      |    |  |   |     |    |  |   | 29      |    |  |   |    |    |  |   | 29       |    |
| BalanceDecember 31,2002                                                                                    |  |                      |     |            |  |        | —                                                                                          |                     |  |               | —                                                                                          |                 |  |                              | 100    |   |  |   | —                                     |   |  |   | 799,403   |    |  |   | (664,133 | )  |  |   | (294    | )  |  |   | (1,550  | )  |  |   | 133,426  |    |
| Netloss                                                                                                    |  | $                         | (83,292  | )          |  |        |                                                                                             |                     |  |               |                                                                                             |                 |  |                              |   |   |  |   |                                        |   |  |   |      |    |  |   | (83,292  | )  |  |   |    |    |  |   |    |    |  |   | (83,292  | )  |
| Netchange in fair value of derivative instruments qualifying as cash flowhedges, net of tax expense of$631 |  |                      | 1,020    |            |  |        |                                                                                             |                     |  |               |                                                                                             |                 |  |                              |   |   |  |   |                                        |   |  |   |      |    |  |   |     |    |  |   |    |    |  |   | 1,020   |    |  |   | 1,020    |    |
| Totalcomprehensiveloss                                                                                     |  | $                         | (82,272  | )          |  |        |                                                                                             |                     |  |               |                                                                                             |                 |  |                              |   |   |  |   |                                        |   |  |   |      |    |  |   |     |    |  |   |    |    |  |   |    |    |  |   |     |    |
| Capitalinfusion fromparent                                                                                 |  |                      |     |            |  |        |                                                                                             |                     |  |               |                                                                                             |                 |  |                              |   |   |  |   |                                        |   |  |   | 221,115   |    |  |   |     |    |  |   |    |    |  |   |    |    |  |   | 221,115  |    |
| Capitaldistribution toparent                                                                               |  |                      |     |            |  |        |                                                                                             |                     |  |               |                                                                                             |                 |  |                              |   |   |  |   |                                        |   |  |   | (4,527    | )  |  |   |     |    |  |   |    |    |  |   |    |    |  |   | (4,527   | )  |
| Amortizationof unearnedcompensation                                                                        |  |                      |     |            |  |        |                                                                                             |                     |  |               |                                                                                             |                 |  |                              |   |   |  |   |                                        |   |  |   |      |    |  |   |     |    |  |   | 149     |    |  |   |    |    |  |   | 149      |    |
| BalanceDecember 31,2003                                                                                    |  |                      |     |            |  |        | —                                                                                          |                     |  |               | —                                                                                          |                 |  |                              | 100    |   |  |   | —                                     |   |  |   | 1,015,991 |    |  |   | (747,425 | )  |  |   | (145    | )  |  |   | (530    | )  |  |   | 267,891  |    |
| Netloss                                                                                                    |  |                      |     |            |  |        |                                                                                             |                     |  |               |                                                                                             |                 |  |                              |   |   |  |   |                                        |   |  |   |      |    |  |   | (16,679  | )  |  |   |    |    |  |   |    |    |  |   | (16,679  | )  |
| Terminationof derivative instruments qualifying as cash flowhedges                                         |  |                      |     |            |  |        |                                                                                             |                     |  |               |                                                                                             |                 |  |                              |   |   |  |   |                                        |   |  |   |      |    |  |   |     |    |  |   |    |    |  |   | 530     |    |  |   | 530      |    |
| Capitalinfusion fromparent                                                                                 |  |                      |     |            |  |        |                                                                                             |                     |  |               |                                                                                             |                 |  |                              |   |   |  |   |                                        |   |  |   | 49        |    |  |   |     |    |  |   |    |    |  |   |    |    |  |   | 49       |    |
| Capitaldistribution toparent                                                                               |  |                      |     |            |  |        |                                                                                             |                     |  |               |                                                                                             |                 |  |                              |   |   |  |   |                                        |   |  |   | (12,333   | )  |  |   |     |    |  |   |    |    |  |   |    |    |  |   | (12,333  | )  |
| Amortizationof unearnedcompensation                                                                        |  |                      |     |            |  |        |                                                                                             |                     |  |               |                                                                                             |                 |  |                              |   |   |  |   |                                        |   |  |   |      |    |  |   |     |    |  |   | 80      |    |  |   |    |    |  |   | 80       |    |
| BalanceDecember 31,2004                                                                                    |  |                      |     |            |  |        | —                                                                                          |                     |  | $                  | —                                                                                          |                 |  |                              | 100    |   |  | $      |       — |   |  | $      | 1,003,707 |    |  | $      | (764,104 | )  |  | $      | (65     | )  |  | $      | — |    |  | $      | 239,538  |    |
|                                                                                                            |

Theaccompanying notes are an integral part of the consolidated financialstatements.

F-5

----

ALAMOSA (DELAWARE), INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS(Dollars inthousands)

|                                                                                         |  |                       |          |         |  |        |         |         |  |        |          |         |  |  |
|-----------------------------------------------------------------------------------------|--|-----------------------|----------|---------|--|--------|---------|---------|--|--------|----------|---------|--|--|
|                                                                                    |  | YearEnded December31, |          |    |  |   |         |
|                                                                                    |  | 2004                  |          | 2003    |  | 2002   |
| Cashflows from operatingactivities:                                                     |  |                  |     |    |  |   |    |    |  |   |     |    |
| Netloss                                                                                 |  | $                     | (16,679  | )  |  | $      | (83,292 | )  |  | $      | (402,762 | )  |
| Adjustmentsto reconcile net loss to net cash provided by (used in) operatingactivities: |  |                  |     |    |  |   |    |    |  |   |     |    |
| Non-cashcompensation                                                                    |  |                  | 80       |    |  |   | 149     |    |  |   | 29       |    |
| Non-cashinterest expense (benefit) on derivativeinstruments                             |  |                  | 6        |    |  |   | (693    | )  |  |   | 464      |    |
| Non-cashaccretion of asset retirementobligation                                         |  |                  | 187      |    |  |   | 565     |    |  |   | —  |    |
| Provisionfor baddebts                                                                   |  |                  | 12,827   |    |  |   | 13,451  |    |  |   | 40,285   |    |
| Depreciationand amortization of property andequipment                                   |  |                  | 72,685   |    |  |   | 70,428  |    |  |   | 64,702   |    |
| Amortizationof intangibleassets                                                         |  |                  | 32,090   |    |  |   | 40,067  |    |  |   | 40,419   |    |
| Amortizationof financing costs included in interestexpense                              |  |                  | 948      |    |  |   | 4,270   |    |  |   | 4,259    |    |
| Amortizationof discountedinterest                                                       |  |                  | —  |    |  |   | 329     |    |  |   | 395      |    |
| Losson debtextinguishment                                                               |  |                  | 13,101   |    |  |   | — |    |  |   | —  |    |
| Deferredtax expense(benefit)                                                            |  |                  | 1,571    |    |  |   | (11,530 | )  |  |   | (67,086  | )  |
| Interestaccreted on discountnotes                                                       |  |                  | 24,769   |    |  |   | 33,496  |    |  |   | 31,655   |    |
| Impairmentof property andequipment                                                      |  |                  | 3,730    |    |  |   | 2,243   |    |  |   | 1,194    |    |
| Impairmentofgoodwill                                                                    |  |                  | —  |    |  |   | — |    |  |   | 291,635  |    |
| Debtexchangeexpense                                                                     |  |                  | —  |    |  |   | 8,694   |    |  |   | —  |    |
| (Increase)decrease in, net of effects fromacquisitions:                                 |  |                  |     |    |  |   |    |    |  |   |     |    |
| Receivables                                                                             |  |                  | (31,557  | )  |  |   | 1,525   |    |  |   | (45,236  | )  |
| Receivablesfrom/payable toparent                                                        |  |                  | (714     | )  |  |   | (1      | )  |  |   | —  |    |
| Inventory                                                                               |  |                  | (1,827   | )  |  |   | 101     |    |  |   | (2,608   | )  |
| Prepaidexpenses and otherassets                                                         |  |                  | 2,498    |    |  |   | (1,864  | )  |  |   | (6,440   | )  |
| Increase(decrease) in, net of effects fromacquisitions:                                 |  |                  |     |    |  |   |    |    |  |   |     |    |
| Accountspayable and accruedexpenses                                                     |  |                  | 18,425   |    |  |   | (22,234 | )  |  |   | 23,105   |    |
| Netcash provided by (used in) operatingactivities                                       |  |                  | 132,140  |    |  |   | 55,704  |    |  |   | (25,990  | )  |
| Cashflows from investingactivities:                                                     |  |                  |     |    |  |   |    |    |  |   |     |    |
| Proceedsfrom sale ofassets                                                              |  |                  | 427      |    |  |   | 2,645   |    |  |   | 451      |    |
| Purchasesof property andequipment                                                       |  |                  | (83,989  | )  |  |   | (38,625 | )  |  |   | (89,476  | )  |
| Purchaseof intangibleasset                                                              |  |                  | (453     | )  |  |   | — |    |  |   | —  |    |
| Netchange in short terminvestments                                                      |  |                  | (50,411  | )  |  |   | — |    |  |   | 1,300    |    |
| Changein restrictedcash                                                                 |  |                  | 1        |    |  |   | 34,724  |    |  |   | 59,968   |    |
| Other                                                                                   |  |                  | —  |    |  |   | — |    |  |   | 99       |    |
| Netcash used in investingactivities                                                     |  |                  | (134,425 | )  |  |   | (1,256  | )  |  |   | (27,658  | )  |
| Cashflows from financingactivities:                                                     |  |                  |     |    |  |   |    |    |  |   |     |    |
| Capitalcontributions(distributions)                                                     |  |                  | (10,088  | )  |  |   | (4,527  | )  |  |   | (1,213   | )  |
| Proceedsfrom issuance of seniornotes                                                    |  |                  | 250,000  |    |  |   | — |    |  |   | —  |    |
| Repaymentsof borrowings under senior secureddebt                                        |  |                  | (200,000 | )  |  |   | — |    |  |   | —  |    |
| Debtissuance costscapitalized                                                           |  |                  | (8,236   | )  |  |   | (2,329  | )  |  |   | (1,351   | )  |
| Debtexchangeexpenses                                                                    |  |                  | —  |    |  |   | (8,694  | )  |  |   | —  |    |
| Paymentson capitalleases                                                                |  |                  | (501     | )  |  |   | (1,077  | )  |  |   | (773     | )  |
| Borrowingsunder senior secureddebt                                                      |  |                  | —  |    |  |   | — |    |  |   | 12,838   |    |
| Paymentof fractional notes in debtexchange                                              |  |                  | —  |    |  |   | (104    | )  |  |   | —  |    |
| Netcash provided by (used in) financingactivities                                       |  |                  | 31,175   |    |  |   | (16,731 | )  |  |   | 9,501    |    |
| Netincrease (decrease) in cash and cashequivalents                                      |  |                  | 28,890   |    |  |   | 37,717  |    |  |   | (44,147  | )  |
| Cashand cash equivalents at beginning ofperiod                                          |  |                  | 98,242   |    |  |   | 60,525  |    |  |   | 104,672  |    |
| Cashand cash equivalents at end ofperiod                                                |  | $                     | 127,132  |    |  | $      | 98,242  |    |  | $      | 60,525   |    |
| Supplementaldisclosure - cash paid forinterest                                          |  | $                     | 34,291   |    |  | $      | 79,401  |    |  | $      | 70,890   |    |
| Supplementaldisclosure - cash paid for incometaxes                                      |  | $                     | 230      |    |  | $      | — |    |  | $      | —  |    |
| Supplementaldisclosure of non-cash investing andfinancingactivities:                    |  |                  |     |    |  |   |    |    |  |   |     |    |
| Capitalizedlease obligationsincurred                                                    |  | $                     | 67       |    |  | $      | 73      |    |  | $      | 613      |    |
| Changein accounts payable for purchase of property andequipment                         |  |                  | (458     | )  |  |   | 11,387  |    |  |   | (20,450  | )  |
| Assetretirement obligationscapitalized                                                  |  |                  | 212      |    |  |   | 1,248   |    |  |   | —  |    |
| Non-cashadditions of property andequipment                                              |  |                  | 1,246    |    |  |   | — |    |  |   | —  |    |
| Capitalinfusion in connection with debtexchange                                         |  |                  | 49       |    |  |   | 239,944 |    |  |   | —  |    |
| Capitaldistribution declared butunpaid                                                  |  |                  | 2,245    |    |  |   | — |    |  |   | —  |    |
|                                                                                         |

Theaccompanying notes are an integral part of the consolidated financialstatements.

F-6

----

ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (dollars in thousands, except asnoted)

1.    ORGANIZATION AND BUSINESSOPERATIONS

Alamosa (Delaware), Inc. is a direct wholly-ownedsubsidiary of Alamosa PCS Holdings, Inc. and an indirect wholly-ownedsubsidiary of Alamosa Holdings, Inc. ("AlamosaHoldings"). Alamosa Holdings was formed in July 2000.Alamosa Holdings is a holding company and through its subsidiariesprovides wireless personal communications services, commonly referredto as PCS, in the Southwestern, Northwestern and Midwestern UnitedStates. Alamosa (Delaware), Inc. ("Alamosa(Delaware)"), was formed in October 1999 under the name"Alamosa PCS Holdings, Inc." to operate as aholding company in anticipation of its initial public offering. OnFebruary 3, 2000, Alamosa (Delaware) completed its initial publicoffering. Immediately prior to the initial public offering, shares ofAlamosa (Delaware) were exchanged for Alamosa PCS LLC's("Alamosa LLC") membership interests, andAlamosa LLC became wholly-owned by Alamosa (Delaware). Alamosa(Delaware) and its subsidiaries are collectively referred to in theseconsolidated financial statements as the"Company."

On December 14, 2000,Alamosa (Delaware) formed a new holding company pursuant to Section251(g) of the Delaware General Corporation Law. In that transaction,each share of Alamosa (Delaware) was converted into one share of thenew holding company, and the former public company, which was renamed"Alamosa (Delaware), Inc." became awholly-owned subsidiary of the new holding company, which was renamed"Alamosa PCS Holdings, Inc."

OnFebruary 14, 2001, Alamosa Holdings became the new public holdingcompany of Alamosa PCS Holdings, Inc. ("Alamosa PCSHoldings") and its subsidiaries pursuant to areorganization transaction in which a wholly-owned subsidiary ofAlamosa Holdings was merged with and into Alamosa PCS Holdings. As aresult of this reorganization, Alamosa PCS Holdings became awholly-owned subsidiary of Alamosa Holdings, and each share of AlamosaPCS Holdings common stock was converted into one share of AlamosaHoldings common stock. Alamosa Holdings' common stock is quotedon Nasdaq under the symbol "APCS." Alamosa(Delaware) remains the issuer of the Company's public debt.

2.    LIQUIDITY AND CAPITAL RESOURCES

Since inception,the Company has financed its operations through capital contributionsfrom owners, through debt financing and through proceeds generated frompublic offerings of its and Alamosa Holdings' common stock. Theproceeds from these transactions have been used to fund the build-outof the Company's portion of the PCS network of Sprint, subscriberacquisition costs and working capital.

While the Company hasincurred substantial net losses since inception and incurred negativecash flows from operating activities through 2002, the Companygenerated approximately $132 million and $56 million of cash flows fromoperating activities for the years ended December 31, 2004 and 2003,respectively. In November 2003, the Company completed a debt exchange,as described in Note 10, that provided for approximately $238 millionof principal debt reduction.

As of December 31, 2004, theCompany had $127 million in cash and cash equivalents as well as $50million in short term investments and believes that this cash on handplus the additional liquidity that it expects to generate fromoperations will be sufficient to fund expected capital expenditures andto cover its working capital and debt service requirements (includingdividends on Alamosa Holdings' preferred stock) for at least thenext 12 months.

As discussed in Note 20, Alamosa Holdingscompleted the acquisition of another PCS Affiliate of Sprint inFebruary 2005. In connection with that acquisition, stockholders of theacquired entity will receive cash consideration of $100 million.Alamosa Holdings' source of funds for approximately $85 millionof cash consideration will be through cash provided by the Company toAlamosa Holdings.

F-7

----

ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

The Company's future liquidity willbe dependent on a number of factors influencing its projections ofoperating cash flows, including those related to subscriber growth,average revenue per user, average monthly churn and costs to acquiresubscribers. Should actual results differ significantly from theseassumptions, the Company's liquidity position could be adverselyaffected and it could be in a position that would require it to raiseadditional capital, which may or may not be available on termsacceptable to the Company, if at all, and could have a material adverseeffect on the Company's ability to achieve its intended businessobjectives.

3.    SUMMARY OF SIGNIFICANT ACCOUNTINGPOLICIES

Principles of consolidation – Theconsolidated financial statements include the accounts of the Companyand its subsidiaries. All intercompany accounts and transactions areeliminated.

Cash and cash equivalents – Cash andcash equivalents include cash, money market funds, and commercial paperwith minimal interest rate risk and original maturities of three monthsor less at the date of acquisition.

The carrying amountapproximates fair value.

Short-term investments –The Company invests in highly liquid debt instruments with strongcredit ratings. Commercial paper investments with a maturity greaterthan three months, but less than one year, at the time of purchase areconsidered to be short-term investments. The carrying amount of theinvestments approximates fair value due to their short maturity. TheCompany maintains cash and cash equivalents and short-term investmentswith certain financial institutions. The Company performs periodicevaluations of the relative credit standing of those financialinstitutions that are considered in the Company's investmentstrategy.

Inventory – Inventory consists ofhandsets and related accessories. Inventories purchased for resale arecarried at the lower of cost or market using the first-in first-outmethod. Market is determined using replacement cost which is consistentwith industry practices. The Company also performs an analysis toidentify obsolete or excess handset inventory for models that are nolonger manufactured or are technologically obsolete and records areserve, as appropriate.

Restricted cash –Restricted cash was held in escrow to secure payment on certain ofthe Company's debt obligations. The escrow requirements werefulfilled during 2003 and the remaining $1 in the consolidated balancesheet at December 31, 2003 was used in connection with the firstsemi-annual interest payment on senior notes in 2004.

Property and equipment – Property and equipment arereported at cost less accumulated depreciation. Costs incurred todesign and construct the wireless network in a market are classified asconstruction in progress. When the wireless network for a particularmarket is completed and placed into service, the related costs begin tobe depreciated. Repair and maintenance costs are charged to expense asincurred; significant renewals and betterments are capitalized. Whendepreciable assets are retired or otherwise disposed of, the relatedcosts and accumulated depreciation are removed from the respectiveaccounts, and any gains or losses on disposition are recognized inincome. Property and equipment are depreciated using the straight-linemethod based on estimated useful lives of the assets.

F-8

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ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

Asset lives are as follows:

|                                |  |           |  |  |  |  |
|--------------------------------|--|-----------|--|--|--|--|
| Buildings                      |  | 10years   |
| Network equipment              |  | 5-10years |
| Vehicles                       |  | 5years    |
| Furniture and office equipment |  | 7-10years |
|                                |

Leasehold improvements are depreciated overthe shorter of the remaining term of the lease or the estimated usefullife of the improvement.

Interest is capitalized in connectionwith the construction of the wireless network. The capitalized interestis recorded as part of the asset to which it relates and will beamortized over the asset's estimated useful life. No interestcosts were capitalized during 2004 or 2003. During 2002, approximately$265 in interest costs were capitalized. The remaining unamortizedbalance of capitalized interest was approximately $1,536 as of December31, 2004.

Microwave relocation includes costs and the relatedobligation incurred to relocate incumbent microwave frequencies in theCompany's service area. Microwave relocation costs are amortizedon a straight-line basis over 20 years beginning upon commencement ofservices in respective markets. The amortization of microwaverelocation costs was approximately $275, $275 and $287 for the yearsended December 31, 2004, 2003 and 2002, respectively.

Software costs – In accordance with Statement ofPosition ("SOP") 98-1,"Accounting for Costs of Computer Software Developed orObtained for Internal Use," certain costs related to thedevelopment or purchase of internal-use software are capitalized andamortized over the estimated useful life of the software. During fiscal2004, 2003 and 2002, the Company capitalized approximately $440, $16and $838, respectively, in software costs under SOP 98-1, which arebeing amortized over a five-year life. The Company amortized computersoftware costs of approximately $781, $749 and $720 during 2004, 2003and 2002, respectively.

Advertising costs –Advertising costs are expensed as incurred. Advertising expensestotaled approximately $28,131, $21,669 and $26,574 during 2004, 2003and 2002, respectively.

Income taxes – TheCompany presents income taxes pursuant to Statement of FinancialAccounting Standards ("SFAS") No. 109,"Accounting for Income Taxes." SFAS No. 109uses an asset and liability approach to account for income taxes,wherein deferred taxes are provided for book and tax basis differencesfor assets and liabilities. In the event differences between thefinancial reporting basis and the tax basis of the Company'sassets and liabilities result in deferred tax assets, an evaluation ofthe probability of being able to realize the future benefits indicatedby such assets is required. A valuation allowance is provided for aportion or all of the deferred tax assets when there is sufficientuncertainty regarding the Company's ability to recognize thebenefits of the assets in future years. See Note 12.

Revenuerecognition – The Company recognizes revenue as services areperformed. Sprint handles the Company's billings and collectionsand retains 8% of billed service revenues from theCompany's subscribers and from non-Sprint wireless subscriberswho use the Company's portion of the PCS network of Sprint. Theamount retained by Sprint is recorded in Cost of Service andOperations. Revenues generated from the sale of handsets andaccessories and from roaming services provided to Sprint wirelesscustomers who are not based in the Company's territories are notsubject to the 8% charge.

Prior to July 1, 2003, theCompany deferred all customer activation fee revenue and an equalamount of customer acquisition related expenses. These deferred amountswere amortized over a three or one-year period depending on the creditclass of the respective customer, which approximates the average lifeof that customer.

F-9

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ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

Effective July 1, 2003, the Companyadopted the accounting provisions of Emerging Issues Task Force("EITF") Abstract No. 00-21,"Accounting for Revenue Arrangements with MultipleDeliverables." Beginning July 1, 2003, the Company beganto allocate amounts charged to customers at the point of activationbetween the sale of handsets and other equipment and the sale ofwireless telecommunications services in those transactions taking placein distribution channels that are directly controlled by the Company.The amounts charged at the point of activation typically consist of theactivation fee and the retail price of the equipment sold. Thisallocation resulted in approximately $3,016 and $1,642 in activationfees being allocated to the sale of handsets and other equipment forthe years ended December 31, 2004 and 2003, respectively.

Forthe years ended December 31, 2004, 2003 and 2002, the Company deferred$5,392, $8,300 and $11,846, respectively, of activation fee revenue andcustomer acquisition related expense. Amortization of deferredactivation fee revenue and customer acquisition related expense was$9,100, $8,970 and $7,920 for the years ended December 31, 2004, 2003and 2002, respectively. At December 31, 2004, $3,622 of the remainingdeferral was classified as long-term.

Sprint and other PCSAffiliates of Sprint, pay the Company a roaming fee for each minutethat a Sprint wireless subscriber based outside of the Company'sterritories roams on the Company's portion of the PCS network ofSprint. Revenue from these services is recognized as the services areperformed. Similarly, the Company pays roaming fees to Sprint and otherPCS Affiliates of Sprint, when the Company's subscribers roam onthe PCS network of Sprint outside of the Company's territories.These costs are recorded as a cost of service when incurred.

Product revenues, consisting of proceeds from sales of handsets andaccessories, are recorded net of an allowance for sales returns. Theallowance is estimated based on Sprint's handset return policythat allows customers to return handsets for a full refund within 14days of purchase. When handsets are returned to the Company, theCompany may be able to reissue the handsets to customers at littleadditional cost. However, when handsets are returned to Sprint forrefurbishing, the Company will receive a credit from Sprint, which willbe less than the amount the Company originally paid for the handset.The cost of products sold includes the total cost of accessories andhandsets sold through the Company's retail stores (includingsales to local indirect retailers). The cost of handsets generallyexceeds the retail sales price because the Company subsidizes the priceof handsets for competitive reasons. For handsets sold through nationalindirect retailers (such as Radio Shack, Best Buy, etc.) and otherchannels controlled by Sprint, the Company reimburses Sprint for thesubsidy incurred on such handsets activated within the Company'sterritory and this cost is reflected in selling and marketingexpenses.

Goodwill and intangible assets –Goodwill and other intangible assets have been recorded inconnection with acquisitions. Identifiable intangibles consisted of theSprint agreements and the respective subscriber bases in place at thetime of acquisition. The intangible assets related to the Sprintagreements are being amortized on a straight line basis over theremaining original term of the underlying Sprint agreements orapproximately 17.6 years. The subscriber base intangible asset wasamortized on a straight line basis over the estimated life of theacquired subscribers or approximately 3 years and became fullyamortized in 2004.

The Company adopted the provisions of SFASNo. 142, "Goodwill and Other IntangibleAssets," on January 1, 2002. SFAS No. 142 primarilyaddresses the accounting for goodwill and intangible assets subsequentto their initial recognition. The provisions of SFAS No. 142 (i)prohibit the amortization of goodwill and indefinite-lived intangibleassets, (ii) require that goodwill and indefinite-lived intangibleassets be tested annually for impairment (and in interim periods ifcertain events occur indicating that the carrying value of goodwill andindefinite-lived intangible assets may be impaired), (iii) require thatreporting units be identified for the purpose of assessing potential

F-10

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ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

future impairments of goodwill and (iv)remove the forty-year limitation on the amortization period ofintangible assets that have finite lives. As of December 31, 2001, theCompany had recorded $15.9 million in accumulated amortization ofgoodwill. Upon the adoption of SFAS No. 142 the amortization ofgoodwill was discontinued. As discussed in Note 7, in connection withthe first annual impairment testing of goodwill as of July 31, 2002 theCompany recorded an impairment charge of $291,635 which represented theentire carrying value of goodwill at the time and the Company has norecorded goodwill at December 31, 2004.

Impairment oflong-lived assets – If facts or circumstances indicate thepossibility of impairment of long-lived assets, including intangibles,the Company will prepare a projection of future operating cash flows,undiscounted and without interest. If based on this projection, theCompany does not expect to recover its carrying cost, an impairmentloss equal to the difference between the fair value of the asset andits carrying value will be recognized in operating income.

Stock based compensation – The Company has elected tofollow Accounting Principles Board ("APB")Opinion No. 25, "Accounting for Stock Issued toEmployees" and related interpretations in accounting forits employee stock options. The Company has implemented thedisclosure-only provisions of SFAS No. 123, "Accountingfor Stock Based Compensation." See Note 16.

Forfixed stock options granted under these plans, the exercise price ofthe option equals or exceeds the market value of AlamosaHoldings' common stock on the date of grant. Accordingly, theCompany does not record compensation expense for any of the fixed stockoptions granted.

The following table illustrates the effects onnet loss had the Company applied the fair value recognition provisionsof SFAS No. 123 to its stock-based employee compensationplans:

|                                                                                                                                 |  |                       |         |         |  |        |         |         |  |        |          |         |  |  |
|---------------------------------------------------------------------------------------------------------------------------------|--|-----------------------|---------|---------|--|--------|---------|---------|--|--------|----------|---------|--|--|
|                                                                                                                            |  | YearEnded December31, |
|                                                                                                                            |  | 2004                  |         | 2003    |  | 2002   |
| Netloss - asreported                                                                                                            |  | $                     | (16,679 | )  |  | $      | (83,292 | )  |  | $      | (402,762 | )  |
| Add:   stock-based employee compensation included in reported Net loss, net ofrelatedtax                         |  |                  | 81      |    |  |   | 149     |    |  |   | 29       |    |
| Deduct:   stock-based employee compensation expense determined under fair valuemethod, net of related taxeffects |  |                  | (10,202 | )  |  |   | (8,216  | )  |  |   | (5,861   | )  |
| Netloss - proforma                                                                                                              |  | $                     | (26,800 | )  |  | $      | (91,359 | )  |  | $      | (408,594 | )  |
|                                                                                                                                 |

Thepro forma amounts presented above may not be representative of thefuture effects on reported net loss, since the pro forma compensationexpense is allocated over the periods in which options becomeexercisable, and new option awards may be granted each year.

Use of estimates – The preparation of financialstatements in conformity with generally accepted accounting principlesrequires management to make estimates and assumptions that affect thereported amounts of assets and liabilities and disclosure of contingentassets and liabilities on the date of the financial statements and thereported amounts of expenses during the period. The most significant ofsuch estimates include:

|              |                                      |
|--------------|--------------------------------------|
| •  | Allowance foruncollectible accounts; |

|              |                                                                                                     |
|--------------|-----------------------------------------------------------------------------------------------------|
| •  | Estimatedcustomer life in terms of amortization of deferred revenue and directcosts of acquisition; |

|              |                                              |
|--------------|----------------------------------------------|
| •  | Lease terms foroperating and capital leases; |

F-11

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ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

|              |                                        |
|--------------|----------------------------------------|
| •  | Useful lives ofproperty and equipment; |

|              |                                                                                                              |
|--------------|--------------------------------------------------------------------------------------------------------------|
| •  | Likelihood ofrealizing benefits associated with temporary differences giving rise todeferred tax assets; and |

|              |                                 |
|--------------|---------------------------------|
| •  | Impairment oflong-lived assets. |

Actual results could differ from thoseestimates.

Concentration of risk – The Companymaintains cash and cash equivalents in accounts with financialinstitutions in excess of the amount insured by the Federal DepositInsurance Corporation. The Company monitors the financial stability ofthese institutions regularly and management does not believe there issignificant credit risk associated with deposits in excess of federallyinsured amounts.

The Company relies on Sprint to provide certainback-office functions such as billing and customer care, activation ofnew subscribers, handset logistics and technology development. ShouldSprint be unable to provide these services, the Company could benegatively impacted. See Note 13.

Derivative financialinstruments – The Company has entered into derivativefinancial instruments for the purpose of hedging specific exposures aspart of its risk management program and holds all derivatives forpurposes other than trading. Historically, the Company's use ofsuch instruments has been limited to interest rate swaps and collars.The Company uses hedge accounting as prescribed in SFAS No. 133"Accounting for Derivative Instruments and HedgingActivities" with respect to its interest rate swaps. Assuch, the fair values of these arrangements were recorded in theconsolidated balance sheet with changes in fair value being reported asa component of other comprehensive income.

The interest ratecollar arrangement did not qualify for hedge accounting under SFAS No.133 and as such, the fair value of the respective asset and liabilitywas recorded in the consolidated balance sheet with any change duringthe period being reflected in the consolidated statement ofoperations.

All interest rate swaps and collars were terminatedin 2004 and settled in cash. Remaining accumulated other comprehensiveloss was recognized in earnings upon settlement of the derivativeinstruments.

Reclassification – Certainreclassifications have been made to prior year amounts to conform tothe current year presentation. These reclassifications had no effect onthe results of operations or stockholder's equity as previouslyreported.

Effects of recent accounting pronouncements– In December 2004, the Financial Accounting Standards Board("FASB") issued SFAS No. 123(R),"Share-Based Payment", which is a revision ofSFAS No. 123 and supersedes APB Opinion No. 25. SFAS No. 123(R)requires all share-based payments to employees, including grants ofemployee stock options, to be valued at fair value on the date ofgrant, and to be expensed over the applicable vesting period. Pro formadisclosures of the income statement effects of share-based payments isno longer an alternative. SFAS No. 123(R) is effective for allstock-based awards granted on or after July 1, 2005. In addition,companies must also recognize compensation expense related to anyawards that are not fully vested as of July 1, 2005. Compensationexpense for the unvested awards will be measure based on the fair valueof the awards previously calculated in developing the pro formadisclosures in accordance with the provisions of SFAS No. 123. TheCompany is currently assessing the impact of adopting SFAS No. 123(R)to its consolidated results of operations.

F-12

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ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

4.    ACCOUNTS RECEIVABLE

Customer accounts receivable – Customer accountsreceivable represent amounts owed to the Company by subscribers for PCSservice. Customer accounts receivable do not bear interest.

Theamounts presented in the consolidated balance sheets are net of anallowance for uncollectible accounts of $5,728 and $5,983 at December31, 2004 and 2003, respectively. Estimates are used in determining theallowance for uncollectible accounts and are based on theCompany's historical collection experience, current trends,credit policy, a percentage of accounts receivable by aging categoryand expectations of future bad debts based on current collectionactivities. In determining the allowance, the Company considershistorical write-offs of its receivables as well as historical changesin its credit policies. The Company also takes into considerationcurrent trends in the credit quality of its customer base.

Thefollowing table presents the changes in the allowance for uncollectibleaccounts during the years ended December 31, 2004, 2003 and2002:

|                             |  |                       |         |         |  |        |         |         |  |        |         |         |  |  |
|-----------------------------|--|-----------------------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                        |  | YearEnded December31, |
|                        |  | 2004                  |         | 2003    |  | 2002   |
| Balanceat beginning ofyear  |  | $                     | 5,983   |    |  | $      | 8,451   |    |  | $      | 5,892   |    |
| Provisionfor baddebts       |  |                  | 12,827  |    |  |   | 13,451  |    |  |   | 40,285  |    |
| Write-offs,net ofrecoveries |  |                  | (13,082 | )  |  |   | (15,919 | )  |  |   | (37,726 | )  |
| Balanceat end ofyear        |  | $                     | 5,728   |    |  | $      | 5,983   |    |  | $      | 8,451   |    |
|                             |

Receivablefrom Sprint – Receivable from Sprint in the accompanyingconsolidated balance sheets consists of thefollowing:

|                             |  |             |         |        |  |        |        |        |  |  |
|-----------------------------|--|-------------|---------|--------|--|--------|--------|--------|--|--|
|                        |  | December31, |
|                        |  | 2004        |         | 2003   |
| Netroamingreceivable        |  | $           | 20,948  |   |  | $      | 13,071 |   |
| Accruedservice revenue      |  |        | 2,910   |   |  |   | 2,584  |   |
| Servicefee refund           |  |        | — |   |  |   | 6,418  |   |
| Otheramounts due fromSprint |  |        | 951     |   |  |   | 874    |   |
|                        |  | $           | 24,809  |   |  | $      | 22,947 |   |
|                             |

Netroaming receivable includes net travel revenue due from Sprint relatedto PCS subscribers based outside of the Company's licensedterritory who utilize the Company's portion of the PCS network ofSprint. The net roaming receivable is net of amounts owed to Sprintrelated to the Company's subscribers who utilize the PCS networkof Sprint outside of the Company's licensed territory. Inaddition, net roaming receivable also includes amounts due from Sprintwhich have been collected from other PCS providers and wholesalecustomers for their subscribers' usage of the Company'sportion of the PCS network of Sprint.

Accrued service revenuereceivable represents the Company's estimate of airtime usagecharges that have been earned but not billed at the end of theperiod.

Service fee refund due from Sprint at December 31, 2003related to a refund of fees paid to Sprint for services such as billingand customer care. Under the previous agreements with Sprint, thesefees were determined at the beginning of each year based on estimatedcosts and were adjusted based on actual costs incurred by Sprint inproviding the respective services. This process changed effectiveDecember 1, 2003 under the new agreements with Sprint as discussed inNote 13.

F-13

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ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

5.    PROPERTY AND EQUIPMENT

Property and equipment consist of thefollowing:

|                              |  |             |          |         |  |        |          |         |  |  |
|------------------------------|--|-------------|----------|---------|--|--------|----------|---------|--|--|
|                         |  | December31, |
|                         |  | 2004        |          | 2003    |
| Landandbuildings             |  | $           | 12,608   |    |  | $      | 12,131   |    |
| Networkequipment             |  |        | 637,607  |    |  |   | 572,058  |    |
| Vehicles                     |  |        | 2,290    |    |  |   | 1,835    |    |
| Furnitureand officeequipment |  |        | 17,304   |    |  |   | 18,118   |    |
|                         |  |        | 669,809  |    |  |   | 604,142  |    |
| Accumulateddepreciation      |  |        | (245,092 | )  |  |   | (187,032 | )  |
| Subtotal                     |  |        | 424,717  |    |  |   | 417,110  |    |
| Microwaverelocationcosts     |  |        | 5,630    |    |  |   | 5,713    |    |
| Accumulatedamortization      |  |        | (1,349   | )  |  |   | (1,074   | )  |
| Subtotal                     |  |        | 4,281    |    |  |   | 4,639    |    |
| Constructionin progress:     |  |        |     |    |  |
| Networkequipment             |  |        | 11,717   |    |  |   | 11,338   |    |
| Leaseholdimprovements        |  |        | 1,093    |    |  |   | 1,753    |    |
| Subtotal                     |  |        | 12,810   |    |  |   | 13,091   |    |
| Total                        |  | $           | 441,808  |    |  | $      | 434,840  |    |
|                              |

Duringthe year ended December 31, 2004 and 2003, the Company recorded $3,730and $2,243, respectively, in impairments of property and equipment.Impairments were primarily related to the abandonment of certainnetwork equipment that had become technologically obsolete.

6.    DEBT ISSUANCE COSTS

The Company defers direct costsassociated with the issuance of long term debt as well as the executionof amendments to loan agreements. These costs are charged to interestexpense over the life of the related debt using the effective interestmethod. The following table summarizes the activity with respect todebt issuance costs for the years ended December 31, 2004, 2003 and2002.

|                                     |  |                               |         |         |  |        |         |         |  |        |         |         |  |  |
|-------------------------------------|--|-------------------------------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                |  | Forthe year ended December31, |
|                                |  | 2004                          |         | 2003    |  | 2002   |
| BalanceJanuary1                     |  | $                             | 14,366  |    |  | $      | 33,351  |    |  | $      | 36,654  |    |
| Costsdeferred                       |  |                          | 8,236   |    |  |   | 2,329   |    |  |   | 1,351   |    |
| Amountcharged to interestexpense    |  |                          | (948    | )  |  |   | (4,599  | )  |  |   | (4,654  | )  |
| Costscharged in debtextinguishments |  |                          | (12,565 | )  |  |   | (17,949 | )  |  |   | — |    |
| Troubleddebtrestructuring           |  |                          | (3      | )  |  |   | 1,234   |    |  |   | — |    |
| BalanceDecember31                   |  | $                             | 9,086   |    |  | $      | 14,366  |    |  | $      | 33,351  |    |
|                                     |

Thecosts charged in debt extinguishments in 2004 relate to the portion ofdeferred loan costs attributable to the Senior Secured Credit Facilitythat was terminated in 2004 as discussed in Note 9. The costs chargedin debt extinguishments in 2003 relate to the portion of deferred loancosts attributable to notes that were tendered in connection with theNovember 2003 debt exchange discussed in Note 10. This amount wasconsidered in determining the net excess of fair value given tonoteholders over the carrying value of debt exchanged (includingdeferred loan costs) which 

F-14

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ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

represents the $1,234 identified as troubleddebt restructuring in the above table. The deferred costs associatedwith the troubled debt restructuring were reduced in 2004 due to aprivate exchange transaction.

7.    GOODWILL AND INTANGIBLEASSETS

In connection with acquisitions completed during 2001,the Company allocated portions of the respective purchase prices toidentifiable intangible assets consisting of (i) the value of theSprint agreements in place at the acquired companies and (ii) the valueof the subscriber base in place at the acquired companies. In additionto the identifiable intangibles, goodwill was recorded in the amount bywhich the purchase price exceeded the fair value of the net assetsacquired including identified intangibles.

The value assigned tothe Sprint agreements is being amortized using the straight-line methodover the remaining original terms of the agreements that were in placeat the time of acquisition or approximately 17.6 years. The valueassigned to the subscriber bases acquired was amortized using thestraight-line method over the estimated life of the acquiredsubscribers or approximately 3 years and became fully amortized during2004.

In September 2004, the Company purchased the rights toadditional territory from Sprint in connection with an amendment of oneof its management agreements. The purchase price of $467 consisted of$14 allocated to purchased equipment and $453 allocated to the value ofthe Sprint agreement associated with the territory acquired. Theintangible asset related to the Sprint agreement will be amortized overthe remaining original term of the Sprint agreement at the time ofpurchase or approximately 14 years.

The Company adopted theprovisions of SFAS No. 142, "Goodwill and Other IntangibleAssets," on January 1, 2002. SFAS No. 142 primarilyaddresses the accounting for goodwill and intangible assets subsequentto their initial recognition. The provisions of SFAS No. 142 (i)prohibit the amortization of goodwill and indefinite-lived intangibleassets, (ii) require that goodwill and indefinite-lived intangibleassets be tested annually for impairment (and in interim periods ifcertain events occur indicating that the carrying value may beimpaired), (iii) require that reporting units be identified for thepurpose of assessing potential future impairments of goodwill and (iv)remove the forty year limitation on the amortization period ofintangible assets that have finite lives. As of December 31, 2001, theCompany had recorded $15.9 million in accumulated amortization ofgoodwill. Upon the adoption of SFAS No. 142 the amortization ofgoodwill was discontinued. A purchase price allocation adjustment of$1,718 was recorded in the first quarter of 2002 which reduced goodwillby that amount.

SFAS No. 142 requires that goodwill andindefinite-lived intangible assets be tested annually for impairmentusing a two-step process. The first step is to identify a potentialimpairment by comparing the fair value of reporting units to theircarrying value and, upon adoption, must be measured as of the beginningof the fiscal year. As of January 1, 2002, the results of the firststep indicated no potential impairment of the Company's goodwill.The Company will perform this assessment annually and the first suchassessment was done as of July 31, 2002.

The annual assessmentas of July 31, 2002 was performed with the assistance of a nationallyrecognized appraisal firm. In performing the evaluation, the appraisalfirm used information from various sources including, but not limitedto, current stock price, transactions involving similar companies, thebusiness plan prepared by management and current and past operatingresults of the Company. The appraisal firm used a combination of theguideline transaction approach, the discounted cash flow approach andthe public price approach to determine the fair value of the Companywhich had been determined to be the single reporting unit. Theguideline transaction 

F-15

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ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

approach used a sample of recent wirelessservice provider transactions to determine an average price per POP andprice per customer. The discounted cash flow approach used theprojected discounted future cash flows and residual values of theCompany to determine the indicated value of invested capital. Thepublic price approach was based on the market price for theCompany's publicly traded equity securities along with anestimated premium for control. This was combined with the carryingvalue of the Company's debt securities to arrive at the indicatedvalue of invested capital. The results of this valuation indicated thatthe fair value of the reporting unit was less than the carryingamount.

Based on the indicated impairment resulting from thisvaluation, the Company proceeded to the second step of the annualimpairment testing which involves allocating the fair value of thereporting unit to its identifiable assets and liabilities as if thereporting unit had been acquired in a business combination where thepurchase price is considered to be the fair value of the reportingunit. Any unallocated purchase price is considered to be the impliedfair value of goodwill. The second step of this impairment testindicated that goodwill had no value and an impairment charge of$291,635 was recorded in the third quarter of 2002. This impairmentcharge is included as a separate line item in the consolidatedstatements of operations for the year ended December 31, 2002.

The impairment of goodwill discussed above was deemed to be a"triggering event" requiring impairmenttesting of the Company's other long-lived assets, includingintangibles, under SFAS No. 144, "Accounting for theImpairment or Disposal of Long-Lived Assets." Inperforming this test, assets are grouped according to identifiable cashflow streams and the undiscounted cash flow over the life of the assetgroup is compared to the carrying value of the asset group. Noadditional impairment was recorded as a result of this test.

Thetrends in the wireless telecommunications industry that drove theCompany's decision to launch an exchange offer for its publiclytraded debt in 2003 as discussed in Note 10 were deemed to be a"triggering event" again requiring impairmenttesting of the Company's other long-lived assets, includingintangibles. No impairment was recorded as a result of this test.

Goodwill and intangible assets consistof:

|                                        |  |                  |          |                  |  |        |         |         |  |  |
|----------------------------------------|--|------------------|----------|------------------|--|--------|---------|---------|--|--|
|                                   |  | December31, 2004 |          | December 31,2003 |
| Goodwill                               |  | $                | —  |             |  | $      | — |    |
| Intangibleassets:                      |  |             |     |             |  |
| Sprint affiliation and otheragreements |  | $                | 532,653  |             |  | $      | 532,200 |    |
| Accumulatedamortization                |  |             | (115,937 | )           |  |   | (85,692 | )  |
| Subtotal                               |  |             | 416,716  |             |  |   | 446,508 |    |
| Subscriberbaseacquired                 |  |             | 29,500   |             |  |   | 29,500  |    |
| Accumulatedamortization                |  |             | (29,500  | )           |  |   | (27,654 | )  |
| Subtotal                               |  |             | —  |             |  |   | 1,846   |    |
| Intangibleassets,net                   |  | $                | 416,716  |             |  | $      | 448,354 |    |
|                                        |

Amortizationexpense related to intangible assets was $32,090, $40,067 and $40,419for the years ended December 31, 2004, 2003 and 2002,respectively.

F-16

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ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

Aggregate amortization expense relativeto intangible assets for the periods shown will be asfollows:

|                       |  |        |         |        |  |  |
|-----------------------|--|--------|---------|--------|--|--|
| Yearended December31, |  |   |
| 2005                  |  | $      | 30,266  |   |
| 2006                  |  |   | 30,266  |   |
| 2007                  |  |   | 30,266  |   |
| 2008                  |  |   | 30,266  |   |
| 2009                  |  |   | 30,266  |   |
| Thereafter            |  |   | 265,386 |   |
|                  |  | $      | 416,716 |   |
|                       |

8.    LEASES

Operating leases – The Company has various operatingleases, primarily related to rentals of tower sites and offices. Theseleases have original terms that range from 5 to 10 years with one ormore renewal options upon the expiration of the original term. Theleases generally provide for annual rent escalation based onpre-determined amounts or percentages. The estimated increases in rentare being recognized over the term of the leases using thestraight-line method. The lease term has been determined according tothe provisions of SFAS No. 13, "Accounting forLeases" and includes renewals in cases where renewals havebeen determined to be reasonably assured. Leasehold improvementsassociated with operating leases are capitalized and amortized over theshorter of their useful life or the respective lease term.

Rental expense under operating leases was $37,702, $33,358 and$33,520 for 2004, 2003, and 2002, respectively. At December 31, 2004,the aggregate minimum rental commitments under noncancelable operatingleases for the periods shown are asfollows:

|            |  |        |         |        |  |  |
|------------|--|--------|---------|--------|--|--|
| Years:     |  |   |
| 2005       |  | $      | 36,049  |   |
| 2006       |  |   | 36,628  |   |
| 2007       |  |   | 37,121  |   |
| 2008       |  |   | 37,121  |   |
| 2009       |  |   | 34,621  |   |
| Thereafter |  |   | 58,828  |   |
| Total      |  | $      | 240,368 |   |
|            |

Capitalleases –Capital leases consist of leases for rental ofretail space and switch usage. The net present value of the leases was$859 and $1,293 at December 31, 2004 and 2003, respectively, and wasincluded in property and equipment. Accumulated depreciation related tothe assets recorded under these leases was $1,118 and $812 at December31, 2004 and 2003, respectively. At December 31, 2004 the futurepayments under capital lease obligations, less imputed interest, are asfollows:

F-17

----

ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

|                                                        |  |        |       |         |  |  |
|--------------------------------------------------------|--|--------|-------|---------|--|--|
| Years:                                                 |  |   |
| 2005                                                   |  | $      | 196   |    |
| 2006                                                   |  |   | 176   |    |
| 2007                                                   |  |   | 144   |    |
| 2008                                                   |  |   | 145   |    |
| 2009                                                   |  |   | 154   |    |
| Thereafter                                             |  |   | 445   |    |
| Totalminimum lease payments                            |  |   | 1,260 |    |
| Less: imputedinterest                                  |  |   | (401  | )  |
| Present value ofminimum lease payments                 |  |   | 859   |    |
| Less: currentinstallments                              |  |   | (110  | )  |
| Long-termcapital lease obligations at December 31,2004 |  | $      | 749   |    |
|                                                        |

Asset RetirementObligations – For the Company's leasedtelecommunications facilities, primarily consisting of cell sites andswitch site operating leases and operating leases for retail and officespace, the Company has adopted SFAS No. 143, "Accountingfor Asset Retirement Obligations," as of January 1, 2003.The obligations associated with the Company's operating leasesprimarily relate to the restoration of the leased sites to specifiedconditions described in the respective lease agreements. For purposesof determining the amounts recorded as asset retirement obligationsassociated with the respective leases, the Company has estimated thecosts by type of lease to be incurred upon the termination of the leasefor restoration costs, as adjusted for expected inflation. These costshave been discounted back to the origination of the lease using anappropriate discount rate to determine the amount of obligation to berecorded upon the inception of the lease. The liability is accreted upto the expected settlement amount over the life of the lease using theeffective interest method. A corresponding asset is recorded at theinception of the lease in the same amount as the asset retirementobligation. This asset is depreciated using the same method and life ofsimilar network assets or leasehold improvements. Upon the adoption ofSFAS No. 143 on January 1, 2003, the accretion of asset retirementobligations through December 31, 2002 was recorded in the amount of$402. Additionally, the accumulated depreciation of the related assetsof $364 was recorded at that time.

The following tableillustrates the activity with respect to asset retirement obligationsfor the years ended December 31, 2004 and2003:

|                                                            |  |                               |         |        |  |        |         |        |  |  |
|------------------------------------------------------------|--|-------------------------------|---------|--------|--|--------|---------|--------|--|--|
|                                                       |  | Forthe years endedDecember31, |
|                                                       |  | 2004                          |         | 2003   |
| BalanceJanuary 1                                           |  | $                             | 1,813   |   |  | $      | — |   |
| Initialliability recorded upon adoption of SFAS No.143     |  |                          | — |   |  |   | 1,213   |   |
| Accumulatedaccretion recorded upon adoption of SFAS No.143 |  |                          | — |   |  |   | 402     |   |
| Initial obligationrecorded during theyear                  |  |                          | 212     |   |  |   | 35      |   |
| Obligations settledduring theyear                          |  |                          | — |   |  |   | — |   |
| Accretion ofobligation during theyear                      |  |                          | 187     |   |  |   | 163     |   |
| Impact of revision inestimates                             |  |                          | — |   |  |   | — |   |
| BalanceDecember31                                          |  | $                             | 2,212   |   |  | $      | 1,813   |   |
|                                                            |

F-18

----

ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

9.    LONG-TERM DEBT

Long-termdebt consists of thefollowing:

|                                                |  |             |         |        |  |        |         |        |  |  |
|------------------------------------------------|--|-------------|---------|--------|--|--------|---------|--------|--|--|
|                                           |  | December31, |
|                                           |  | 2004        |         | 2003   |
| **SeniorNotes:**                               |  |        |    |   |  |
| 12 7/8%Senior Discount Notes, net of discount  |  | $           | 6,293   |   |  | $      | 5,556   |   |
| 12% Senior Discount Notes, net ofdiscount      |  |        | 218,028 |   |  |   | 193,995 |   |
| 121⁄2% SeniorNotes                        |  |        | 11,600  |   |  |   | 11,600  |   |
| 13 5/8%Senior Notes                            |  |        | 2,325   |   |  |   | 2,475   |   |
| 11%SeniorNotes                                 |  |        | 250,895 |   |  |   | 250,798 |   |
| 81⁄2%SeniorNotes                          |  |        | 250,000 |   |  |   | — |   |
| TotalSeniorNotes                               |  |        | 739,141 |   |  |   | 464,424 |   |
|                                           |  |        |    |   |  |   |    |   |
| **SeniorSecured CreditFacility**               |  |        | — |   |  |   | 200,000 |   |
|                                           |  |        |    |   |  |   |    |   |
| **TotalDebt**                                  |  |        | 739,141 |   |  |   | 664,424 |   |
| Lesscurrentmaturities                          |  |        | — |   |  |   | — |   |
| **Longterm debt, excluding currentmaturities** |  | $           | 739,141 |   |  | $      | 664,424 |   |
|                                                |

SENIORNOTES

12 7/8% Senior DiscountNotes – The 12 7/8% Senior DiscountNotes were issued in December 1999, mature February 15, 2010, carry acoupon rate of 12 7/8% and provide for interestdeferral through February 15, 2005. The 12 7/8%Senior Discount Notes will accrete to their $6,389 face amount byFebruary 8, 2005, after which, interest will be paid in cashsemiannually.

12% Senior Discount Notes –The 12% Senior Discount Notes were issued in November 2003in connection with the debt exchange discussed in Note 10. The12% Senior Discount Notes mature July 31, 2009, carry a couponrate of 12% and provide for interest deferral through July 31,2005. The 12% Senior Discount Notes will accrete to their $233million face amount by July 31, 2005, after which, interest will bepaid in cash semiannually.

121⁄2%Senior Notes – The 121⁄2% SeniorNotes were issued in January 2001, mature February 1, 2011 and carry acoupon rate of 121⁄2%, payable semiannually onFebruary 1 and August 1.

13 5/8%Senior Notes – The 13 5/8% SeniorNotes were issued in August 2001, mature August 15, 2011 and carry acoupon rate of 13 5/8% payable semiannually onFebruary 15 and August 15.

11% Senior Notes -The 11% Senior Notes were issued in November 2003 inconnection with the debt exchange discussed in Note 10. The 11%Senior Notes mature July 31, 2010 and carry a coupon rate of11%, payable semiannually on January 31 and July 31.

81⁄2% Senior Notes – The81⁄2% Senior Notes were issued in January 2004,mature January 31, 2012 and carry a coupon rate of81⁄2% payable semiannually on January 31 andJuly 31. The proceeds of these notes were used to permanently repay theCompany's senior secured credit facility in January 2004 asdiscussed herein and for general corporate purposes.

Significantterms of the senior notesinclude:

|              |                                                                                                                                                                                                                                        |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Ranking – Thesenior unsecured obligations of Alamosa (Delaware) are equal in rightof payment to all future senior debt of Alamosa (Delaware) and seniorin right of payment to all future subordinated debt of Alamosa(Delaware). |

F-19

----

ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Guarantees– The senior unsecured obligations will rank equally withall existing and future senior debt and senior to all existing andfuture subordinated debt. The obligations are fully andunconditionally, jointly and severally guaranteed on a seniorsubordinated, unsecured basis, by all the existing and any futurerestricted subsidiaries of Alamosa (Delaware) with the exception ofAlamosa Delaware Operations, LLC, a wholly owned subsidiary of Alamosa(Delaware). Additionally, the 12 7/8% SeniorDiscount Notes, the 121⁄2% Senior Notes and the13 5/8% Senior Notes are also guaranteed byAlamosa Holdings. The financial statements of Alamosa Holdings areincluded in Alamosa Holdings' Form10-K. |

|              |                                                                                                                                                                                                    |
|--------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Optional Redemption –The Company may use net proceeds of an equity offering to redeemup to 35% of the accreted value of the senior notes through thedates and at the redemption pricesbelow. |

|                         |  |                 |  |                  |  |  |  |  |  |  |
|-------------------------|--|-----------------|--|------------------|--|--|--|--|--|--|
|                    |  | OptionThrough   |  | Redemption Price |
| 12% SeniorDiscountNotes |  | July 31,2006    |  | 112.000%         |
| 11% SeniorNotes         |  | July 31,2007    |  | 111.000%         |
| 81⁄2%Senior Notes  |  | January 31,2007 |  | 108.500%         |
|                         |

Additionally, thesenior unsecured obligations contain call options asfollows:

|            |  |                              |         |                          |  |                         |         |                        |  |                     |         |                        |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|------------|--|------------------------------|---------|--------------------------|--|-------------------------|---------|------------------------|--|---------------------|---------|------------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|       |  | RedemptionPrice              |
|       |  | 12 7/8% Senior DiscountNotes |         | 12% Senior DiscountNotes |  | 121⁄2% SeniorNotes |         | 13 5/8% SeniorNotes    |  | 11% SeniorNotes     |         | 81⁄2% SeniorNotes |
|       |  | Year EndingFebruary 15,      |         | Year Ending July 31,     |  | Year EndingJanuary 31,  |         | Year Ending August 15, |  | YearEnding July 31, |         | Year Ending January31, |
| 2006       |  |                         | 106.438 | %                   |  |                    | 106.000 | %                 |  |                | N/A     |                   |  |   | N/A     |    |  |   | N/A     |    |  |   | N/A     |    |
| 2007       |  |                         | 104.292 | %                   |  |                    | 103.000 | %                 |  |                | 106.250 | %                 |  |   | 106.813 | %  |  |   | 105.500 | %  |  |   | N/A     |    |
| 2008       |  |                         | 102.146 | %                   |  |                    | 101.500 | %                 |  |                | 104.167 | %                 |  |   | 104.542 | %  |  |   | 102.750 | %  |  |   | 104.250 | %  |
| 2009       |  |                         | 100.000 | %                   |  |                    | 100.000 | %                 |  |                | 102.083 | %                 |  |   | 102.271 | %  |  |   | 101.375 | %  |  |   | 102.125 | %  |
| Thereafter |  |                         | 100.000 | %                   |  |                    | 100.000 | %                 |  |                | 100.000 | %                 |  |   | 100.000 | %  |  |   | 100.000 | %  |  |   | 100.000 | %  |
|            |

|              |                                                                                                                                                                                                                                                                                                                                                                                                            |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Changeof Control – Upon a change of control as defined by therespective offerings, the Company will be required to make an offer topurchase the notes at a price equal to 101% of the accretedvalue for the 12 7/8% Senior Discount Notes and12% Senior Discount Notes and 101% of the face amount forthe 121⁄2% Senior Notes,13 5/8% Senior Notes, 11% Senior Notesand 81⁄2% SeniorNotes. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Restrictive Covenants –The indentures governing the 12% senior discount notes, the11% senior notes and the 81⁄2% seniornotes contain covenants that, among other things and subject toimportant exceptions, limit our ability and the ability of oursubsidiaries to incur additional debt, issue preferred stock, paydividends, redeem capital stock or make other restricted payments orinvestments as defined by the indentures, create liens on assets,merge, consolidate or dispose of assets, or enter into transactionswith affiliates and change lines of business. The indentures containcross-default provisions relative to other material indebtedness. Theindentures governing the 12 7/8% senior discountnotes, the 121⁄2% senior notes and the11 5/8% senior notes, contain no covenantprotection with the exception of the restriction on assetsales. |

|              |                                                                                                                                                                                                                                                                                          |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Security Agreement –Concurrently with the closing of the121⁄2% Senior Notes, Alamosa (Delaware)deposited $59.0 million with the collateral agent, to secure on a prorata basis the payment obligations of Alamosa (Delaware) under the121⁄2% Senior Notes and the12 7/8% |

F-20

----

ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | Senior Discount Notes. The amount depositedin the security account, together with the proceeds from the investmentthereof, will be sufficient to pay when due the first four interestpayments on the 12 1⁄2% Senior Notes. Fundswill be released from the security account to make interest payments onthe 121⁄2% Senior Notes or the12 7/8% Senior Discount Notes as they becomedue, so long as there does not exist an event of default with respectto the 121⁄2% Senior Notes or the12 7/8% Senior Discount Notes. Approximately$39.1 million of the proceeds of the 13 5/8%Notes Offering were similarly used to establish a security account tosecure on a pro rata basis the payment obligations under the13 5/8% Senior Notes, the121⁄2% Senior Notes and the12 7/8% Senior Discount Notes. As of December31, 2004, all of these escrowed funds had been used for interestpayments. |

SENIOR SECURED OBLIGATIONS

Senior Secured Credit Facility – On February 14,2001, Alamosa Holdings, Alamosa (Delaware) and Alamosa Holdings, LLC,as borrower, entered into a $280 million senior secured credit facility(the "Senior Secured Credit Facility") withCiticorp USA, as administrative agent and collateral agent; TorontoDominion (Texas), Inc., as syndication agent; EDC as co-documentationagent; First Union National Bank, as documentation agent, and asyndicate of banking and financial institutions. On March 30, 2001, theSenior Secured Credit Facility was amended to increase the facility to$333 million in relation to the acquisition of Southwest. The SeniorSecured Credit Facility was again amended in August 2001 concurrentwith the issuance of the 13 5/8% Senior Notes toreduce the maximum borrowing to $225 million consisting of a 7-yearsenior secured 12-month delayed draw term loan facility of $200 millionand a 7-year senior secured revolving credit facility in an aggregateprincipal amount of up to $25 million.

The weighted averageinterest rate on the outstanding borrowings under this facility atDecember 31, 2004 was 4.69%. Alamosa Holdings, LLC was alsorequired to pay quarterly in arrears a commitment fee on the unfundedportion of the commitment of each lender. The Company entered intoderivative hedging instruments to hedge a portion of the interest raterisk associated with borrowings under the Senior Secured CreditFacility as discussed in Note 19.

As of December 31, 2003,Alamosa Holdings, LLC had drawn $200 million under the term portion ofthe Senior Secured Credit Facility. In connection with the issuance ofthe 81⁄2% Senior Notes discussed above, aportion of the proceeds from that issuance was used to permanentlyrepay the advances outstanding under the Senior Secured Credit Facilityand the facility was terminated in January2004.

F-21

----

ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (dollars in thousands, except asnoted)

10.    DEBT EXCHANGE

In aneffort to proactively manage its capital structure and align it withoperating trends in the wireless telecommunications industry, theCompany launched an offer to exchange its publicly traded debt onSeptember 12, 2003. The offer, as amended on October 15, 2003 (as soamended, the "Exchange Offer"), sought toexchange all of the Company's existing12 7/8% Senior Discount Notes,121⁄2% Senior Notes and13 5/8% Senior Notes for a combination of newnotes and convertible Alamosa Holdings preferred stock. The ExchangeOffer was successful and closed on November 10, 2003.

Holders ofthe 12 7/8% Senior Discount Notes due 2010 (the"Discount Notes") who tendered their DiscountNotes received, for each $1 accreted amount of the Discount Notestendered, as of the expiration of the Exchange Offer, (1) $0.65 inoriginal issue amount of new 12% Senior Discount Notes due 2009(the "New Discount Notes") and (2) one shareof Series B Convertible Preferred Stock of Alamosa Holdings with aliquidation preference of $250 per share (the "PreferredStock").

Holders of the121⁄2% Senior Notes due 2011 and the13 5/8% Senior Notes due 2010 (collectively, the"Old Cash Pay Notes" and, together with theDiscount Notes, the "Old Notes") who tenderedtheir Old Cash Pay Notes received, for each $1 principal amount of theOld Cash Pay Notes tendered, (1) $0.65 in principal amount of new11% Senior Notes due 2010 (the "New Cash PayNotes" and together with the New Discount Notes, the"New Notes") and (2) one share of PreferredStock.

Fractional shares of Preferred Stock were not issuedunder the Exchange Offer and New Notes were issued only indenominations that are integral multiples of $1. With respect to anyholder of Old Notes who would otherwise have received a fractionalshare of Preferred Stock or New Notes in an amount that was not anintegral multiple of $1, the Company substituted a cash payment equalto the liquidation preference allocable to the fractional share ofPreferred Stock or the amount by which the amount of New Notes wasreduced. The total of these fractional payments was $104.

Uponthe expiration and closing of the exchange Offer on November 10, 2003,the Company had received tenders from existing noteholders amounting to$343.6 million or 98 percent of the Discount Notes, $238.4 million or95 percent of the 121⁄2% Senior Notes and$147.5 million or 98 percent of the 13 5/8%Senior Notes. The consummation of the Exchange Offer was accounted forunder the provisions of SFAS No. 15, "Accounting byDebtors and Creditors for Troubled Debt Restructurings."In accordance with the provisions of SFAS No. 15, the New Notes andPreferred Stock were recorded at fair value. The excess of the fairvalue of the New Notes and Preferred Stock over the carrying value ofthe existing debt tendered by noteholders of $1,234 has been recordedin debt issuance costs and will be amortized to interest expense overthe life of the New Notes due to the fact that the total cash flowsassociated with the New Notes exceeds the carrying value of the OldNotes. The net excess fair value of consideration of $1,234 discussedherein is comprised of debt issuance costs related to the notes thatwere tendered in the amount of $17,949 reduced by deferred future cashinterest payments on the New Notes in the amount of $16,715. The netamount is included in debt issuance costs in the consolidated balancesheet and will be amortized as an adjustment to interest expenserelated to the New Notes over the life of the New Notes using theeffective interest method.

In contemplation of the ExchangeOffer, Alamosa (Delaware), on September 11, 2003, amended the terms ofthe respective indentures governing its existing12 7/8% Senior Discount Notes,121⁄2% Senior Notes and13 5/8% Senior Notes to add Alamosa Holdings asa guarantor under the indentures. The Company further amended theindentures governing these notes on October 29, 2003, after receivingthe requisite consents from the holders of the notes, to eliminatesubstantially all covenant protection under such indentures.

11.    STOCKHOLDERS' EQUITY

The Company isauthorized to issue 1,000 shares of preferred stock, $0.01 par value,of which no shares are issued and outstanding at December 31, 2004. TheCompany is authorized to issue 9,000 

F-22

----

ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

shares of common stock, $0.01 par value ofwhich 100 shares are issued and outstanding at December 31, 2004. Alloutstanding shares of common stock of the Company are held by AlamosaHoldings.

12.    INCOME TAXES

Income tax expense(benefit) is comprised of thefollowing:

|                                                             |  |                       |         |         |  |        |         |         |  |        |         |         |  |  |
|-------------------------------------------------------------|--|-----------------------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                        |  | YearEnded December31, |
|                                                        |  | 2004                  |         | 2003    |  | 2002   |
| Current:                                                    |  |                  |    |    |  |   |    |    |  |   |    |    |
|     U.S.Federal                         |  | $                     | — |    |  | $      | — |    |  | $      | — |    |
|     Foreign                             |  |                  | — |    |  |   | — |    |  |   | — |    |
|     State                               |  |                  | — |    |  |   | — |    |  |   | — |    |
| Totalcurrent expense                                        |  |                  | — |    |  |   | — |    |  |   | — |    |
| Deferred:                                                   |  |                  |    |    |  |   |    |    |  |   |    |    |
|     U.S.Federal                         |  |                  | (3,334  | )  |  |   | (10,967 | )  |  |   | (58,938 | )  |
|     Foreign                             |  |                  | — |    |  |   | — |    |  |   | — |    |
|     State                               |  |                  | 4,905   |    |  |   | (563    | )  |  |   | (8,148  | )  |
| Totaldeferred expense(benefit)                              |  |                  | 1,571   |    |  |   | (11,530 | )  |  |   | (67,086 | )  |
|     Totalincome taxes expense (benefit) |  | $                     | 1,571   |    |  | $      | (11,530 | )  |  | $      | (67,086 | )  |
|                                                             |

The taxeffects of temporary differences that give rise to significant portionsof the deferred tax assets and deferred tax liabilities are presentedbelow:

|                                     |  |             |         |         |  |        |         |         |  |  |
|-------------------------------------|--|-------------|---------|---------|--|--------|---------|---------|--|--|
|                                |  | December31, |
|                                |  | 2004        |         | 2003    |
| Deferredtax assets:                 |  |        |    |    |  |   |    |    |
| Netoperating losscarryforwards      |  | $           | 183,303 |    |  | $      | 182,710 |    |
| Originalissuediscount               |  |        | 44,556  |    |  |   | 40,928  |    |
| Non-cashcompensation                |  |        | (658    | )  |  |   | 1,770   |    |
| Start-upexpenses                    |  |        | — |    |  |   | 153     |    |
| Deferredrent                        |  |        | 1,462   |    |  |   | 1,628   |    |
| Bad debtallowance                   |  |        | 2,378   |    |  |   | 2,340   |    |
| Capitalizedloan costs               |  |        | 3,676   |    |  |   | 1,670   |    |
| Cancellationof indebtedness         |  |        | 5,544   |    |  |   | 6,201   |    |
| Othercomprehensiveincome            |  |        | — |    |  |   | 275     |    |
| Other                               |  |        | 4,544   |    |  |   | 1,570   |    |
| Grossdeferred taxassets             |  |        | 244,805 |    |  |   | 239,245 |    |
| Deferredtax liabilities:            |  |        |    |    |  |   |    |    |
| Intangibleassets                    |  |        | 158,658 |    |  |   | 166,339 |    |
| Depreciation                        |  |        | 68,446  |    |  |   | 57,395  |    |
| Other                               |  |        | 7,187   |    |  |   | 3,049   |    |
| Netdeferred tax assets(liabilities) |  |        | 10,514  |    |  |   | 12,462  |    |
| Valuationallowance                  |  |        | (22,888 | )  |  |   | (23,269 | )  |
| Deferredtaxbalance                  |  | $           | (12,374 | )  |  | $      | (10,807 | )  |
|                                     |

Thenet deferred tax asset was fully reserved as of December 31, 2000because of uncertainty regarding the Company's ability torecognize the benefit of the asset in future years. In connection withacquisitions closed in 2001, a significant deferred tax liability wasrecorded. The reversal of the timing differences which gave rise to thedeferred tax liability allowed the Company to benefit from

F-23

----

ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

the deferred tax assets. As such, thevaluation allowance was released in 2001 with a corresponding reductionto goodwill associated with the acquisitions. The valuation allowancewas restored in 2003 and reduced in 2004 by $381 as the Company hasadjusted the valuation allowance to reflect deferred tax assets at theamounts expected to be realized.

The provision for income taxesis different than the amount computed using the applicable statutoryfederal income tax rate due to the differences summarizedbelow:

|                                                       |  |                       |         |          |  |        |         |          |  |        |         |          |  |  |
|-------------------------------------------------------|--|-----------------------|---------|----------|--|--------|---------|----------|--|--------|---------|----------|--|--|
|                                                  |  | YearEnded December31, |
|                                                  |  | 2004                  |         | 2003     |  | 2002   |
| Federaltax benefit at statutoryrate                   |  |                  | (35.00  | )%  |  |   | (35.00  | )%  |  |   | (35.00  | )%  |
| Goodwillimpairment                                    |  |                  | — | %   |  |   | — | %   |  |   | 21.70   | %   |
| Disallowedinterest on high yield discount obligations |  |                  | 19.47   |     |  |   | 0.83    |     |  |   | 0.10    |     |
| Otherpermanentdifferences                             |  |                  | 0.52    |     |  |   | 0.06    |     |  |   | 0.01    |     |
| Statetaxes                                            |  |                  | (3.79   | )   |  |   | (2.88   | )   |  |   | (1.13   | )   |
| Valuationallowance                                    |  |                  | 28.01   |     |  |   | 24.54   |     |  |   | — |     |
| Other                                                 |  |                  | 1.19    |     |  |   | 0.29    |     |  |   | 0.06    |     |
| Provision(benefit) for incometaxes                    |  |                  | 10.40   | %   |  |   | (12.16  | )%  |  |   | (14.26  | )%  |
|                                                       |

Asof December 31, 2004, the Company has available federal net operatingloss carryforwards totaling approximately $480 million which expirebeginning in 2020. In addition, the Company has available state netoperating loss carryforwards totaling approximately $301 million whichexpire beginning in 2005. Utilization of net operating losscarryforwards may be limited by ownership changes which could occur inthe future.

13.    SPRINT AGREEMENTS

In accordancewith the Company's affiliation agreements with Sprint, Sprintprovides the company various services including billing, customer care,collections and inventory logistics. In addition, Sprint bills theCompany for various pass-through items such as commissions to nationalretail merchants, handset subsidies on handsets activated in theCompany's territory but not sold by the Company and long distancecharges.

In 2003, the Company executed amendments to itsaffiliation agreements with Sprint. The amendments, among other things,established fixed per subscriber costs for services that the Companypurchases from Sprint through December 31, 2006 in the form of two newfees. The amendments created a new combined service bureau fee, whichconsolidates numerous fees that were previously settled separately, forback office services such as billing and customer care. The combinedservice bureau fee was initially set at $7.70 per average subscriberper month through December 31, 2006 and is recorded in costs ofservices and operations in the consolidated statement of operations.The amendments also created a new per-activation fee, whichconsolidates numerous fees that were previously settled separately, formarketing services, such as subscriber activation and handsetlogistics. The per-activation fee was initially calculated as apercentage of certain of Sprint PCS' selling and marketingexpenses and was to be applied to the actual number of gross subscriberactivations the Company experiences on a monthly basis through December31, 2006. The per-activation fee is recorded in selling and marketingexpenses in the consolidated statement of operations.

In March2004, the Company exercised its rights under a most favored nationsclause in the Sprint agreements to implement the terms of an agreemententered into between Sprint and another PCS Affiliate of Sprint. As aresult, the Company entered into new amendments that increased the

F-24

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ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

per activation fee and decreased the price tothe Company on purchases of handsets and accessories. Additionally, theMarch 2004 amendments increased the reciprocal roaming rate for dataservices from $0.0014 per Kb to $0.0020 per Kb and extended the fixedreciprocal rates for voice and data roaming through December 31, 2006.In June 2004, the Company further amended its agreements with Sprint to(1) reduce the combined service bureau fee from $7.70 to $7.00 peraverage subscriber per month and (2) change the per activation fee froma percentage of certain of Sprint PCS' selling and marketingexpenses to a fixed rate of $23.00 per activation.

In additionto the new fees, the amendments changed the methodology used forsettling cash received from subscribers. Historically, actual weeklycash receipts were passed through to the Company by Sprint based on acalculation of an estimate of the portion of that cash related to theCompany's activity. Under the new methodology, the Companyreceives its portion of billed revenue (net of an 8% affiliationfee) less actual written off accounts in the month subsequent tobilling regardless of when Sprint collects the cash from thesubscriber. The provisions of the amendments became effective onDecember 1, 2003 and the Company has the right to evaluate subsequentamendments to the affiliation agreements of other similarly situatedPCS Affiliates of Sprint and adopt the provisions of those amendmentsif the Company elects to do so.

Expenses reflected in theconsolidated statements of operations related to the Sprint affiliationagreementsare:

|                             |  |                       |         |        |  |        |         |        |  |        |         |        |  |  |
|-----------------------------|--|-----------------------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                        |  | YearEnded December31, |
|                        |  | 2004                  |         | 2003   |  | 2002   |
| Costof service andoperation |  | $                     | 276,239 |   |  | $      | 217,531 |   |  | $      | 219,866 |   |
| Costof productssold         |  |                  | 76,183  |   |  |   | 59,651  |   |  |   | 50,974  |   |
| Sellingandmarketing         |  |                  | 57,691  |   |  |   | 46,294  |   |  |   | 46,132  |   |
| Total                       |  | $                     | 410,113 |   |  | $      | 323,476 |   |  | $      | 316,972 |   |
|                             |

Inconnection with the billing services provided to the Company by Sprint,the Company relies on Sprint to provide information as to monthlybilling activity relative to all subscriber revenues. In addition,Sprint provides the information utilized for the settlement of allroaming revenue.

The Company relies upon Sprint as a serviceprovider to provide accurate information for the settlement of revenueand expense items. The Company makes estimates used in connection withthe preparation of financial statements based on the financial andstatistical information provided by Sprint. The Company assesses theaccuracy of this information through analytic review and reliance onthe service auditor report on Sprint's internal control processesprepared by Sprint's external service auditor.

On December15, 2004, Sprint Corporation and Nextel Communications, Inc. announcedthat their boards of directors unanimously approved a definitiveagreement for a merger of equals. Nextel Communications currentlyoperates a wireless mobility communications network in certainterritories in which the Company also provides digital wirelessmobility communications network services under the Sprint or affiliatedbrands.

The Company and Sprint have had only very preliminarycommunications regarding the potential impact on the Company of thepending Sprint-Nextel transaction. The Company believes that, based oncurrently available information, and assuming that no changes areeffected with respect to Sprint's agreements with the Company,Sprint could be in violation of the exclusivity provisions of theCompany's agreements with Sprint at some point followingcompletion of the Sprint-Nextel transaction.

F-25

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ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

Sprint's agreements with the Companyprovide for specific remedies in the event of a material violation bySprint of such agreements if not cured within an applicable timeperiod. Neither we nor any of our executives have made any definitivedetermination as to the impact on the value to us or our business ofany of such remedies or whether any such remedy would be more or lessfavorable to us or our shareholders than our existing arrangements withSprint or any possible renegotiated arrangement with Sprint.

TheCompany is committed to working with Sprint to reach mutually agreeablearrangements with respect to these matters. However, there can be noassurances that the Company and Sprint will be able to reach mutuallyacceptable arrangements or as to the terms of any such arrangements orthe likely impact on the Company of any such arrangement.

14.    RELATED PARTY TRANSACTIONS

Agreements withTech Telephone Company – The Company entered into atelecommunications service agreement with Tech Telephone CompanyLimited Partnership ("TechTel") to installand provide telecommunications lines between Sprint PCS and theCompany's Lubbock-based operations and between theCompany's Lubbock-based operations and other markets. TechTel wasa limited partnership whose general partner was an entity controlled bythe CEO of the Company. The original term of the agreement is threeyears, but the agreement automatically renews upon expiration foradditional successive 30-day terms by either party. The Company hasalso entered into a distribution agreement with TechTel, authorizing itto become a third party distributor of Sprint PCS products and servicesfor the Company in Lubbock, Texas. The total amount paid under thesecontracts was $601, $902 and $1,157 during the years ended December 31,2004, 2003 and 2002, respectively. The amounts included in accountspayable relative to these contracts were $1 and $89 at December 31,2004 and 2003, respectively. TechTel was sold to an unrelated thirdparty in October 2002.

Agreements with Messrs. Michael V.Roberts and Steven C. Roberts

In connection with theacquisition of Roberts, the Company entered into a number ofarrangements with Messrs. Michael V. Roberts and Steven C. Roberts andcertain companies affiliated with them as described in more detailbelow. Michael V. Roberts and Steven C. Roberts became directors of theCompany in February 2001.

Joint Venture DevelopmentAgreement – On October 30, 2000, the Company entered into ajoint venture development agreement with Messrs. Michael V. Roberts andSteven C. Roberts. Pursuant to the agreement, if either Mr. Michael V.Roberts or Mr. Steven C. Roberts undertakes an internationaltelecommunications business venture and desires for the Company to beinvolved in that project, then before either Mr. Michael V. Roberts orMr. Steven C. Roberts enters into a letter of intent or bindingagreement of any nature with another person regarding the project, theymust give the Company written notice. The Company has 60 days to notifythem of its desire to participate in the project. During such 60-dayperiod, the Company has the exclusive right with respect to theproject. Promptly after the Company gives a notice of participation,the Company and either Mr. Michael V. Roberts or Mr. Steven C. Robertsmust form a project entity and execute an agreement setting forth theterms, covenants, conditions and provisions for the purpose, ownership,management, financing and operation of the project. Unless the Companyand either Mr. Michael V. Roberts or Mr. Steven C. Roberts agree to adifferent arrangement, the Company will have a 50% interest ineach project entity and will have full managerial control of eachproject entity. Except as described above, neither the Company norMessrs. Michael V. Roberts and Steven C. Roberts is obligated to bringto the other any opportunity to participate in a project or anyactivity, domestic or international.

Consulting Agreements– On January 29, 2001, the Company entered into five-yearconsulting agreements with each of Messrs. Michael V. Roberts andSteven C. Roberts. The consulting agreements provide each of them withan annual compensation of $125, which is paid monthly.

F-26

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ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

Right of First Negotiation Agreement– On February 14, 2001, the Company entered into a right offirst negotiation agreement with Roberts Tower which grants RobertsTower a right to negotiate tower leases on a"build-to-suit" basis with theCompany's present and future territory. During the term of theagreement, whenever the Company or one of its subsidiaries is requiredto "build-to-suit" communications towerswithin the present or future territories in which the Company operates,the Company must notify Roberts Tower and Roberts Tower will have theexclusive right for a period of 30 days to negotiate with the companyto provide such towers. After such 30-day period, if the Company hasnot reached an agreement with Roberts Tower, the Company may obtainsuch tower sites from other third parties. The term of this agreementis five years.

Resale Agreement – On February 14,2001, the Company entered into a resale agreement with Messrs. MichaelV. Roberts and Steven C. Roberts which permits Messrs. Michael V.Roberts and Steven C. Roberts to buy air time at a discount for resaleon a basis no less favorable than any other similar agreement to whichthe Company may be a party. Messrs. Michael V. Roberts and Steven C.Roberts may resell such airtime anywhere such resales are permittedunder applicable law. Any arrangement between the Company and Messrs.Michael V. Roberts and Steven C. Roberts for resales and use of airtime will be subject to all required approvals of Sprint, SprintSpectrum and Sprint PCS and/or any other applicable Sprintentities.

Master Lease Agreement – On February14, 2001, Roberts and Roberts Tower entered into a master leaseagreement which provides for the lease from Roberts Tower by Roberts ofcertain buildings, towers, tanks and/or improvements thereon for thepurpose of installing, operating and maintaining communicationsfacilities and services thereon. The initial term of the master leaseagreement expires in February 2006, and Roberts has the right to extendthe initial term of the lease for four additional terms of five yearseach. The agreement provides for monthly payments aggregating toapproximately $17 per tower per year at inception, subject to an annualadjustment of 4% per annum. Roberts subsequently assigned all ofits right, title and interest in the master lease agreement to itswholly owned subsidiary, Alamosa Missouri Properties, LLC (formerlyRoberts Wireless Properties, L.L.C). During the years ended December31, 2004, 2003 and 2002, $3,037, $2,785 and $2,688, respectively, inrental expense was recorded under this agreement.

In addition tothe specific agreements discussed above, the Company paid $194, $287and $346 in 2004, 2003 and 2002, respectively, to Roberts Tower forother items including the lease of retail space and switching facilityspace.

Other related party transactions – OnDecember 28, 1998, the Company entered into a long-term agreement tolease space for a retail store in Lubbock, Texas with Lubbock HLH,Ltd., principally owned by one of the Company's directors and thegeneral manager of South Plains Advance Communications &Electronics, Inc. ("SPACE"). SPACE is astockholder of the Company. This lease has a term of 15 years andprovides for monthly payments subject to adjustment based on theConsumer Price Index on the first day of the sixth lease year and onthe first day of the eleventh lease year. During the years endedDecember 31, 2004, 2003 and 2002, $115, $110 and $110 per year,respectively, in rental expense was recorded in connection with thislease. No amount was payable at December 31, 2004. In addition torental, $26, $24 and $20 was paid to Lubbock HLH, Ltd. in 2004, 2003and 2002, respectively for taxes and other expenses related to theleased property.

F-27

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ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

15.    EMPLOYEE BENEFITS

Effective July 1, 2000, the Company formed the Alamosa PCSContributions Savings Plan ("Company Plan"),a defined contribution employee savings plan sponsored by the Companyunder Section 401(k) of the Internal Revenue Code. During the yearsended December 31, 2004, 2003 and 2002, the Company made contributionsof $1,174, $653 and $1,058, respectively to the Company Plan.

Inconnection with the acquisition of Washington Oregon Wireless("WOW") in 2001, employees who were formerlyemployees of WOW continued to participate in the Washington OregonWireless 401(k) Savings & Investment Plan, a defined contributionemployee savings plan sponsored by the Company under Section 401(k) ofthe Internal Revenue Code. During the year ended December 31, 2002, theCompany made contributions of $36 to the WOW plan. Effective December31, 2002 the WOW plan was merged into the Company Plan.

Effective March 1, 2001, the Company adopted the Alamosa Holdings,Inc. Employee Stock Purchase Plan ("ESPP").The ESPP provides that eligible employees may contribute up to10% of their earnings towards the purchase of Company commonstock. The employee per share purchase price is 85% of the fairmarket value of Company shares on (i) the offering date or (ii) theexercise date, whichever is lower. During the years ended December 31,2004, 2003 and 2002, shares totaling 2,001,807, 997,325 and 585,191,respectively, were issued in connection with purchases by employeesunder the ESPP. As of December 31, 2004 and 2003, 274,971 and 1,876,778shares were reserved for issuance under the ESPP.

16.    STOCK-BASED COMPENSATION

The Company adopted anIncentive Stock Option Plan (the "Plan")effective November 12, 1999, which provides for the granting of eitherincentive stock options or nonqualified stock options to purchaseshares of Alamosa Holdings' common stock and for otherstock-based awards to officers, directors and key employees for thedirection and management of the Company and to non-employee consultantsand independent contractors. At December 31, 2004, options to purchase3,246,150 shares of common stock were reserved for issuance under thePlan. The compensation committee of the Board of Directors administersthe Plan and determines grant prices and vesting periods. Generally,the options under the Plan vest in varying increments over a three tofive-year period, expire ten years from the date of grant and areissued at exercise prices no less than 100% of the fair marketvalue of common stock at the time of the grant.

The Companyapplies APB No. 25, "Accounting for Stock Issued toEmployees" and related interpretation, in accounting forits employee stock options. All options granted under the plan during2004, 2003 and 2002 had no intrinsic value as the exercise price wasequal to or greater than the fair market value on the date of grant,accordingly no non-cash compensation was recorded in 2004, 2003 or 2002related to options.

The weighted-average fair value for stockoptions granted during 2004 with an exercise price equal to the fairmarket value at the date of grant ("at themoney") was $5.34 per share. The weighted-average fairvalue for stock options granted during 2004 with an exercise pricegreater than the fair market value at the date of grant("out of the money") was $4.49 per share. Theweighted-average fair value for all stock options granted in 2003 was$1.86 per share. The weighted-average fair value for stock optionsgranted at the money during 2002 was $1.85 per share. Theweighted-average fair value for stock options granted out of the moneyduring 2002 was $0.23 per share. The fair value of each stock optiongranted is estimated on the date of grant using the Black-Scholesoption-pricing model with the following weighted-averageassumptions:

F-28

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ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

|                        |  |                       |        |            |  |           |        |        |  |        |        |        |  |  |
|------------------------|--|-----------------------|--------|------------|--|-----------|--------|--------|--|--------|--------|--------|--|--|
|                   |  | YearEnded December31, |
|                   |  | 2004                  |        | 2003       |  | 2002      |
|                   |  |                  |   |       |  |      |   |   |  |   |   |   |
| Dividendyield          |  | 0%                    |        | 0%         |  | 0%        |
| Expectedvolatility     |  | 128%                  |        | 130%       |  | 106%      |
| Risk-freerate ofreturn |  | 3.15%                 |        | 2.50%      |  | 3.00%     |
| Expectedlife           |  | 4.00 years            |        | 4.00 years |  | 4.00years |
|                        |

The following summarizes activity under theCompany's stock option plans:

|                                              |  |                      |            |                                         |  |        |           |         |  |        |           |         |  |        |        |        |  |        |         |        |  |        |        |        |  |  |
|----------------------------------------------|--|----------------------|------------|-----------------------------------------|--|--------|-----------|---------|--|--------|-----------|---------|--|--------|--------|--------|--|--------|---------|--------|--|--------|--------|--------|--|--|
|                                         |  | Numberof Options     |            | Weighted Average ExercisePrice PerShare |
|                                         |  | Year EndDecember 31, |            | Year End December31,                    |
|                                         |  | 2004                 |            | 2003                                    |  | 2002   |           | 2004    |  | 2003   |           | 2002    |
| Optionsoutstanding at beginning of theperiod |  |                 | 9,192,434  |                                    |  |   | 7,868,495 |    |  |   | 5,505,878 |    |  | $      | 9.51   |   |  | $      | 11.12   |   |  | $      | 16.55  |   |
| Granted:                                     |  |                 |       |                                    |  |   |      |    |  |   |      |    |  |   |   |   |  |   |    |   |  |   |   |   |
| Atthemoney                                   |  |                 | 2,465,486  |                                    |  |   | 1,665,230 |    |  |   | 1,370,195 |    |  |   | 8.12   |   |  |   | 2.32    |   |  |   | 2.57   |   |
| Outof themoney                               |  |                 | 1,000      |                                    |  |   | —   |    |  |   | 1,500,046 |    |  |   | 7.20   |   |  |   | — |   |  |   | 0.38   |   |
| Exercised                                    |  |                 | (1,829,832 | )                                  |  |   | (29,740   | )  |  |   | (250      | )  |  |   | 1.75   |   |  |   | 0.27    |   |  |   | 3.90   |   |
| Canceled/forfeited                           |  |                 | (89,756    | )                                  |  |   | (311,551  | )  |  |   | (507,374  | )  |  |   | 8.35   |   |  |   | 12.56   |   |  |   | 15.20  |   |
| Optionsoutstanding at the end of theperiod   |  |                 | 9,739,332  |                                    |  |   | 9,192,434 |    |  |   | 7,868,495 |    |  | $      | 10.63  |   |  | $      | 9.51    |   |  | $      | 11.12  |   |
| Options exercisable at end oftheperiod       |  |                 | 8,007,460  |                                    |  |   | 7,014,075 |    |  |   | 4,216,112 |    |  | $      | 11.45  |   |  | $      | 10.75   |   |  | $      | 14.66  |   |
|                                              |

Thefollowing table summarizes information for stock options at December31,2004:

|                         |       |                   |  |                                |       |                          |  |                  |           |                              |  |        |       |        |  |        |     |        |  |        |           |        |  |        |       |        |
|-------------------------|-------|-------------------|--|--------------------------------|-------|--------------------------|--|------------------|-----------|------------------------------|--|--------|-------|--------|--|--------|-----|--------|--|--------|-----------|--------|--|--------|-------|--------|
|                    |       |              |  | Outstanding                    |       | Exercisable              |
| Rangeof Exercise Prices |       | Number of Options |  | WeightedAverage Exercise Price |       | RemainingContractualLife |  | Number ofOptions |           | WeightedAverageExercisePrice |
| $                       | 0.23  |              |  |                           | 0.23  |                     |  |             | 67,001    |                         |  | $      | 0.23  |   |  |   | 7.8 |   |  |   | 67,001    |   |  | $      | 0.23  |   |
|                    | 0.36  |              |  |                           | 0.53  |                     |  |             | 1,206,658 |                         |  |   | 0.38  |   |  |   | 7.8 |   |  |   | 1,198,605 |   |  |   | 0.37  |   |
|                    | 0.57  |              |  |                           | 0.84  |                     |  |             | 282,111   |                         |  |   | 0.67  |   |  |   | 8.2 |   |  |   | 117,887   |   |  |   | 0.62  |   |
|                    | 0.96  |              |  |                           | 1.41  |                     |  |             | 152,815   |                         |  |   | 1.19  |   |  |   | 8.1 |   |  |   | 85,335    |   |  |   | 1.24  |   |
|                    | 1.53  |              |  |                           | 1.53  |                     |  |             | 24,000    |                         |  |   | 1.53  |   |  |   | 8.5 |   |  |   | 24,000    |   |  |   | 1.53  |   |
|                    | 3.10  |              |  |                           | 4.01  |                     |  |             | 830,598   |                         |  |   | 3.69  |   |  |   | 8.8 |   |  |   | 815,314   |   |  |   | 3.70  |   |
|                    | 4.99  |              |  |                           | 7.45  |                     |  |             | 1,973,726 |                         |  |   | 6.67  |   |  |   | 9.0 |   |  |   | 612,275   |   |  |   | 5.39  |   |
|                    | 7.64  |              |  |                           | 10.75 |                     |  |             | 135,776   |                         |  |   | 9.23  |   |  |   | 7.4 |   |  |   | 99,796    |   |  |   | 9.52  |   |
|                    | 12.31 |              |  |                           | 18.44 |                     |  |             | 4,917,647 |                         |  |   | 16.62 |   |  |   | 4.5 |   |  |   | 4,860,047 |   |  |   | 16.63 |   |
|                    | 18.79 |              |  |                           | 26.25 |                     |  |             | 130,000   |                         |  |   | 22.51 |   |  |   | 5.6 |   |  |   | 112,000   |   |  |   | 22.44 |   |
|                    | 28.50 |              |  |                           | 28.50 |                     |  |             | 19,000    |                         |  |   | 28.50 |   |  |   | 5.3 |   |  |   | 15,200    |   |  |   | 28.50 |   |
| $                       | 0.23  |              |  |                           | 28.50 |                     |  |             | 9,739,332 |                         |  | $      | 10.63 |   |  |   | 6.4 |   |  |   | 8,007,460 |   |  | $      | 11.45 |   |
|                         |

F-29

----

ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

17.    FAIR VALUE OF FINANCIALINSTRUMENTS

The carrying amounts of cash, accounts payable, andaccrued expenses approximate fair value because of the short maturityof these items.

The carrying amount of the Senior Secured CreditFacility approximates fair value at December  31, 2003 becausethe interest rate changes with market interest rates.

Selectedinformation related to the Company's senior notes is asfollows:

|                     |  |             |          |         |  |        |         |         |  |  |
|---------------------|--|-------------|----------|---------|--|--------|---------|---------|--|--|
|                |  | December31, |
|                |  | 2004        |          | 2003    |
| Bookvalue           |  | $           | 739,141  |    |  | $      | 464,424 |    |
| Fairvalue           |  |        | 844,053  |    |  |   | 501,413 |    |
| Netunrecognizedloss |  | $           | (104,912 | )  |  | $      | (36,989 | )  |
|                     |

TheCompany adopted the provisions of SFAS No. 133,"Accounting for Derivatives and HedgingActivities," effective January 1, 2001. This statementrequires that all derivatives be recorded on the balance sheet at fairvalue. If the derivative is a hedge, depending on the nature of thehedge, changes in the fair value of the derivatives are eitherrecognized in earnings or are recognized in other comprehensive incomeuntil the hedged item is recognized in earnings.

In order tomanage interest costs and exposure to changing interest rates, theCompany entered into interest rate hedges to hedge exposure to variableinterest rates on a portion of the Senior Secured Credit Facility. AtDecember 31, 2003, the Company had entered into the following interestrateswaps.

|                           |  |          |        |        |  |           |        |        |  |        |      |         |  |  |
|---------------------------|--|----------|--------|--------|--|-----------|--------|--------|--|--------|------|---------|--|--|
| Instrument                |  | Notional |        | Term   |  | FairValue |
| 4.9475% Interest rateswap |  | $        | 21,690 |   |  |      | 3years |   |  | $      | (413 | )  |
| 4.9350% Interest rateswap |  | $        | 28,340 |   |  |      | 3years |   |  |   | (443 | )  |
|                      |  |     |   |   |  |      |   |   |  | $      | (856 | )  |
|                           |

Theseswaps were designated as cash flow hedges such that the fair value wasrecorded as a liability in the consolidated balance sheets with changesin fair value (net of tax) shown as a component of other comprehensiveincome. The swaps were terminated in January 2004 upon the terminationof the Senior Secured Credit Facility as discussed in Note 9.

The Company also maintained an interest rate collar with thefollowingterms:

|          |  |           |  |                 |      |                    |  |           |      |         |  |   |      |         |  |  |  |  |
|----------|--|-----------|--|-----------------|------|--------------------|--|-----------|------|---------|--|---|------|---------|--|--|--|--|
| Notional |  | Maturity  |  | CapStrike Price |      | Floor Strike Price |  | FairValue |
| $28,340  |  | 5/15/2004 |  |            | 7.00 | %             |  |      | 4.12 | %  |  | $ | (419 | )  |
|          |

Thiscollar did not receive hedge accounting treatment such that the fairvalue was reflected as a liability in the consolidated balance sheetand the change in fair value was reflected as an adjustment to interestexpense for the year ended December 31, 2003. The collar was terminatedin January 2004 upon the termination of the Senior Secured CreditFacility as discussed in Note 9.

Approximately $0, $2,680 and$2,188 in settlements under the above hedging instruments are includedin interest expense for the years ended December 31, 2004, 2003 and2002, respectively.

In addition to the swaps and collardiscussed above, the Company purchased an interest rate cap in February2002 with a notional amount of $5,000 and a strike price of7.00%. This cap did not receive hedge accounting treatment. Thiscap was terminated in January 2004 upon the termination of the SeniorSecured Credit Facility as discussed in Note 9.

F-30

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ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

These fair value estimates were obtainedfrom the institutions the Company entered into the agreements with andare subjective in nature and involve uncertainties and matters ofconsiderable judgment and therefore, cannot be determined withprecision. Changes in assumptions could significantly affect theseestimates.

18.    COMMITMENTS AND CONTINGENCIES

Alamosa Holdings Preferred Stock Dividends – InNovember 2003, Alamosa Holdings issued shares of Series B MandatorilyRedeemable Convertible Preferred Stock. Holders of the Series BMandatorily Redeemable Convertible Preferred Stock are entitled toreceive cumulative dividends at an annual rate of71⁄2% of the $250 per share liquidationpreference. Dividends are payable quarterly in arrears on the lastcalendar day of each January, April, July and October. Until July 31,2008, Alamosa Holdings has the option to pay dividends in (1) cash, (2)shares of Alamosa Holdings Series C Mandatorily Redeemable PreferredStock, (3) shares of Alamosa Holdings common stock or (4) a combinationthereof. After July 31, 2008, all dividends are payable in cash only.Alamosa Holdings is a holding company that generates no revenues.Accordingly, the source of any cash dividends paid on the Series BMandatorily Redeemable Convertible Preferred Stock is related tocapital distributions from the Company to Alamosa Holdings. During theyear ended December 31, 2004, the Company paid $12,333 in capitaldistributions to Alamosa Holdings primarily for the purpose of fundingAlamosa Holdings' cash dividend payments on its Series BMandatorily Redeemable Convertible Preferred Stock. As of December 31,2004, Alamosa Holdings has 478,987 shares of Series B MandatorilyRedeemable Convertible Preferred Stock issued and outstanding. Anyfuture cash dividends paid on the Series B Convertible Preferred Stockby Alamosa Holdings will result in additional capital distributionsfrom the Company to Alamosa Holdings.

Employment agreements– The Company is a party to employment agreements, effectiveOctober 1, 2002, and amended as of January 1, 2005, with its ChiefExecutive Officer ("CEO") and Chief FinancialOfficer ("CFO"). The CEO's agreementwill expire on December 31, 2007 and entitles the CEO to receive anannual base salary of $425. The agreement also provides that so long ashe serves on the Company's board of directors, he will serve asChairman of the Board. The CFO's agreement will expire onDecember 31, 2006 and entitles him to receive an annual base salary of$400. The CEO and CFO are eligible to receive an annualperformance-based bonus with an initial target of $340 and $280respectively. The executives are entitled to participate in anylong-term incentive plans the Company establishes, including AlamosaHoldings' Amended and Restated 1999 Long Term Incentive Plan("LTIP").

Additionally, the agreementsprovide for annual option grants, contingent upon continued employment.The CEO's agreement provides for the grant of options to purchase80,000 shares, 64,000 shares and 51,200 shares in 2005, 2006 and 2007,respectively. The CFO's agreement provides for the grant ofoptions to purchase 50,000 shares and 40,000 shares in 2005 and 2006,respectively.

The agreements entitle the executives to $5,000 interm life insurance coverage, reimbursement for reasonable businessexpenses, a car allowance, reimbursement for approved club dues,reimbursement for an annual physical exam up to $5, and financialplanning services up to $10 per annum. The executives may participatein any incentive, retirement, life, medical, disability and otherbenefit plans available to the Company's other executives withcomparable responsibilities, subject to the terms of thoseprograms.

Upon termination of employment by the Company withoutcause or by the executive for good reason, within thirty days after thedate of termination, the Company will provide the terminated executivea lump-sum severance payment equal to the sum of : (i) one year'sbase salary; (ii) the higher of (x) the executive's target bonusor (y) the average annual bonus the executive earned over 

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ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

the two preceding years (the"Bonus"); and (iii) a pro-rated bonus for theyear of termination. If such termination occurs within twelve monthsfollowing a change in control, the terminated executive is insteadentitled to three times his base salary and Bonus, plus a pro-ratabonus for the year of termination. In either case, the terminatedexecutive will also receive continuing welfare and fringe benefits forone year following termination of his employment and all restrictedstock and options granted to the executive under the agreement willbecome vested and exercisable.

The Company entered intoemployment agreements on October 1, 2002; as amended January 1, 2005with its Chief Integration Officer ("CIO"),Chief Technology Officer ("CTO"), and SeniorVice President of Corporate Finance ("SVP").The Company entered into an employment agreement on December 1, 2002;as amended January 1, 2005 with its Chief Operating Officer("COO"). The CIO's agreement willexpire on December 31, 2005. The agreements with the CTO, SVP and COOwill expire on December 31, 2006.

These agreements provide forannual grants of options to purchase 186,000 shares of Company commonstock during 2005 and 2006. Additionally, the agreements entitle theexecutives to be reimbursed for reasonable business expenses,reimbursement for approved club dues, a car allowance and reimbursementfor an annual physical exam. They may participate in any incentive,retirement, life, medical, disability and other benefit plans availableto the Company's other executives with comparableresponsibilities, subject to the terms of those programs.

Upontermination of employment by the Company without cause or by theexecutive for good reason, within thirty days after the date oftermination, the Company will provide the terminated executive alump-sum severance payment equal to the sum of: (i) one year'sbase salary; (ii) the higher of (x) the executive's target bonusor (y) the executive's Bonus; and (iii) a pro-rated bonus for theyear of termination. If such termination occurs within twelve monthsfollowing a change in control, the terminated executive is insteadentitled to receive two times base salary and Bonus, plus a pro-ratabonus for the year of termination. In either case, the terminatedexecutive will also receive continuing welfare and fringe benefits forone year and all restricted stock and options granted to the executiveunder the agreement will become vested and exercisable.

Theagreements contain non-compete and non-solicitation provisionseffective for (i) two years following termination of employment withoutcause or for good reason within one year following a change in controlor (ii) one year following termination of employment in any othercircumstances.

Litigation – The Company has beennamed as a defendant in a number of purported securities class actionsin the United States District Court for the Southern District of NewYork, arising out of its initial public offering (the"IPO"). Various underwriters of the IPO alsoare named as defendants in the actions. The action against the Companyis one of more than 300 related class actions which have beenconsolidated and are pending in the same court. The complainants seekto recover damages and allege, among other things, that theregistration statement and prospectus filed with the SEC for purposesof the IPO were false and misleading because they failed to disclosethat the underwriters allegedly (i) solicited and received commissionsfrom certain investors in exchange for allocating to them shares ofcommon stock in connection with the IPO, and (ii) entered intoagreements with their customers to allocate such stock to thosecustomers in exchange for the customers agreeing to purchase additionalCompany shares in the aftermarket at pre-determined prices. On February19, 2003, the Court granted motions by the Company and 115 otherissuers to dismiss the claims under Rule 10b-5 of the Exchange Actwhich had been asserted against them. The Court denied the motions bythe Company and virtually all of the other issuers to dismiss theclaims asserted against them under Section 11 of the Securities Act.The Company maintains insurance coverage which may mitigate itsexposure to loss in the event that this claim is not resolved in theCompany's favor.

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ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

The issuers in the IPO cases, includingthe Company, have reached an agreement in principle with the plaintiffsto settle the claims asserted by the plaintiffs against them. Under theterms of the proposed settlement, the insurance carriers for theissuers will pay the plaintiffs the difference between $1 billion andall amounts which the plaintiffs recover from the underwriterdefendants by way of settlement or judgment. Accordingly, no payment onbehalf of the issuers under the proposed settlement will be made by theissuers themselves. The claims against the issuers will be dismissed,and the issuers and their officers and directors will receive releasesfrom the plaintiffs. Under the terms of the proposed settlement, theissuers will also assign to plaintiffs certain claims which they mayhave against the underwriters arising out of the issuers IPOs, and theissuers will also agree not to assert certain other claims which theymay have against the underwriters, without plaintiffs' consent.The proposed settlement is subject to agreement among the parties onfinal settlement documents and the approval of the court. The court hasissued a decision and order which preliminarily approves the settlementas to the issuers. A hearing date has been scheduled by the court forMarch 18, 2005 where they will approve the form and substance of anotice to be sent to class members describing the settlement and givingclass members the opportunity to opt out of or object to thesettlement. The court will also set a date for a fairness hearing whichwill likely take place later in 2005.

On January 23, 2001, theCompany's board of directors, in a unanimous decision, terminatedthe employment of Jerry Brantley, then President and COO of theCompany. On April 29, 2002, Mr. Brantley initiated litigation againstthe Company and the Chairman of the Company, David E. Sharbutt in theDistrict Court of Lubbock County, Texas, 22nd JudicialDistrict, alleging wrongful termination. In the litigation, Mr.Brantley claimed, among other things, that the Company'stermination of his employment was without cause under his employmentagreement rather than a termination for non-performance. As such, Mr.Brantley's claim sought money damages for (i) severance pay equalto one year's salary at the time of his termination, (ii) thevalue of certain unexercised stock options he owned at the time of histermination, (iii) an allegedly unpaid bonus and (iv) exemplarydamages, as well as recovery of attorneys' fees and costs. Mr.Brantley's claims against the Company and its CEO were resolvedpursuant to a settlement agreement dated February 6, 2004. Thesettlement did not materially impact the Company's consolidatedfinancial statements or operations.

On January 8, 2003 a claimwas made against the Company by Southwest Antenna and Tower, Inc.("SWAT") in the Second Judicial DistrictCourt, County of Bernalillo, State of New Mexico, for monies due on anopen account. SWAT sought to recover approximately $2.0 million fromthe Company relative to work performed by SWAT during 2000 for RobertsWireless Communications, LLC which was acquired by the Company in thefirst quarter of 2001. This claim was settled for $875 during thesecond quarter of 2003.

In November and December 2003 andJanuary 2004, multiple lawsuits were filed against Alamosa Holdings andDavid E. Sharbutt, the Company's Chairman and Chief ExecutiveOfficer as well as Kendall W. Cowan, the Company's ChiefFinancial Officer. Steven Richardson, the Company's ChiefOperating Officer, was also a named defendant in one of the lawsuits.Each claim is a purported class action filed on behalf of a putativeclass of persons who and/or entities that purchased AlamosaHoldings' securities between January 9, 2001 and June 13, 2002,inclusive, and seeks recovery of compensatory damages, fees and costs.Each lawsuit was filed in the United States District Court for theNorthern District of Texas, in either the Lubbock Division or theDallas Division. On February 27, 2004, the lawsuits were consolidatedinto one action pending in the United States District Court for theNorthern District of Texas, Lubbock Division. On March 4, 2004, theCourt appointed the Massachusetts State Guaranteed Annuity Fund toserve as lead plaintiff and approved its selection of lead counsel forthe consolidated action.

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ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

On May 18, 2004, the lead plaintiff fileda consolidated complaint. The consolidated complaint names three of theoriginal defendants (Alamosa Holdings, David Sharbutt and KendallCowan), drops one of the original defendants (Steven Richardson) andnames two new defendants who are outside directors (Michael Roberts andSteven Roberts). The putative class period remains the same. Theconsolidated complaint alleges violations of Sections 10(b) and 20(a)of the Exchange Act, Rule 10b-5 promulgated thereunder, and Sections 11and 15 of the Securities Act. The consolidated complaint seeks recoveryof compensatory damages, fees, costs, rescission or rescissory damagesin connection with the Sections 11 and 15 claims, and injunctive reliefand/or disgorgement in connection with defendants' allegedinsider trading proceeds. At the end of the putative class period onJune 13, 2002, Alamosa Holdings announced that its projection of netsubscriber additions for the second quarter of 2002 would be less thanpreviously projected. The consolidated complaint alleges, among otherthings, that Alamosa Holdings made false and misleading statementsabout subscriber additions during the putative class period. Theconsolidated complaint also alleges that Alamosa Holdings'financial statements were false and misleading because we improperlyrecognized revenue and failed to record adequate allowances foruncollectible receivables. The defendants' motion to dismiss iscurrently pending before the Court.

The Company believes thatAlamosa Holdings and the other defendants have meritorious defenses tothese claims and intend to vigorously defend this action. No discoveryhas been taken at this time, and the ultimate outcome is not currentlypredictable. There can be no assurance that the litigation will beresolved in the defendants' favor and an adverse resolution couldadversely affect the Company's financial condition.

OnJuly 8 and 15, 2004, two shareholder derivative suits, each assertingidentical allegations, were filed in State District Court in DallasCounty, Texas on behalf of Alamosa Holdings against certain of itsofficers and directors: David E. Sharbutt, the Company's Chairmanand Chief Executive Officer, Kendall W. Cowan, the Company'sChief Financial Officer, as well as other current and former members ofthe Company's board of directors, including Scotty Hart, MichaelV. Roberts, Ray M. Clapp, Jr., Schuyler B. Marshall, Thomas F. Riley,Jr., Steven C. Roberts, Jimmy R. White, Thomas B. Hyde and Tom M.Phelps. The suits also name Alamosa Holdings as a nominal defendant. OnAugust 27, 2004, the lawsuits were consolidated into one action pendingin State District Court in Dallas County, Texas. On November 24, 2004,the plaintiffs filed a consolidated derivative petition. Based onallegations substantially similar to the federal shareholder action,the suits assert claims for defendants' alleged violations ofstate law, including breaches of fiduciary duty, abuse of control,gross mismanagement, waste of corporate assets and unjust enrichmentthat allegedly occurred between January 2001 and June 2002. The suitsseek recovery of damages, fees, costs, equitable and/or injunctiveremedies, and disgorgement of all profits, benefits and othercompensation. The defendants' motion to stay this suit pendingthe outcome of the federal shareholder action and in the alternative,special exceptions to the consolidated derivative petition requestingdismissal of the action, are currently pending before the Court. Nodiscovery has been taken at this time, and the ultimate outcome is notcurrently predictable.

By letter dated January 10, 2005, theCompany received notice of request for arbitration by PVT Networks,Inc. pursuant to the Outsource Service Provider Agreement by andbetween PVT Networks, Inc. and the Company. The underlying disputeconcerns a request by PVT to be reimbursed for certain costs and feesunder the Outsource Service Provider Agreement. The amount of the claimappears to be for approximately $449. The Company intends to vigorouslydefend this arbitration.

On November 26, 2003, Core Group PCfiled a claim against Alamosa PCS and four other PCS Affiliates ofSprint in the United States District Court for the District of Kansasalleging copyright infringement related to the designs used in Sprintretail stores. The complainant sought money 

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ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

damages and an injunction against AlamosaPCS' continued use of the alleged copyrighted designs. This claimwas dismissed on June 4, 2004 with no adverse impact to theCompany.

The Company is involved in various claims and legalactions arising in the ordinary course of business. The ultimatedisposition of these matters is not expected to have a material adverseimpact on the Company's financial position, results of operationsor liquidity.

19.    QUARTERLY RESULTS OF OPERATIONS(UNAUDITED)

The quarterly results of operations (unaudited) for2003 and 2004 by quarter are asfollows:

|                       |  |                                         |         |         |  |              |         |            |  |        |         |         |  |        |         |         |  |  |
|-----------------------|--|-----------------------------------------|---------|---------|--|--------------|---------|------------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                  |  | Quarterended                            |
|                  |  | March31                                 |         | June 30 |  | September 30 |         | December31 |
|                  |  | (In thousands, except per shareamounts) |
| 2003:                 |  |                                    |    |    |  |         |    |       |  |   |    |    |  |   |    |    |
| Netsales              |  | $                                       | 141,108 |    |  | $            | 155,394 |       |  | $      | 166,390 |    |  | $      | 168,158 |    |
| Operatingincome(loss) |  |                                    | (10,007 | )  |  |         | 2,830   |       |  |   | 3,480   |    |  |   | 16,554  |    |
| Netloss               |  |                                    | (30,407 | )  |  |         | (18,393 | )     |  |   | (17,407 | )  |  |   | (17,085 | )  |
| 2004:                 |  |                                    |    |    |  |         |    |       |  |   |    |    |  |   |    |    |
| Netsales              |  |                                    | 176,690 |    |  |         | 193,329 |       |  |   | 211,366 |    |  |   | 221,715 |    |
| Operatingincome       |  |                                    | 6,509   |    |  |         | 20,394  |       |  |   | 20,035  |    |  |   | 25,336  |    |
| Netincome(loss)       |  |                                    | (24,660 | )  |  |         | 1,036   |       |  |   | 1,187   |    |  |   | 5,758   |    |
|                       |

20.    SUBSEQUENTEVENT

On December 7, 2004, Alamosa Holdings and itswholly-owned subsidiary, A-Co Merger Sub, Inc., entered into anAgreement and Plan of Merger (the "MergerAgreement") with AirGate PCS, Inc.("AirGate") providing for the merger ofAirGate with and into A-Co Merger Sub, Inc. In the Merger, each shareof AirGate common stock will be exchanged for 2.87 shares of AlamosaHoldings, Inc. common stock. AirGate stockholders were given the optionof electing cash consideration up to an aggregate of $100 million. Thetransaction was closed on February 15, 2005 after sufficient votes werereceived from the stockholders of both Alamosa Holdings and AirGate.The total consideration in connection with the merger consisted ofapproximately 26 million shares of Alamosa Holdings common stock valuedat approximately $334 million and $100 million in cash consideration aswell as assumption of liabilities of AirGate of approximately $388million for a total purchase price of approximately $822 million.Approximately $85 million of the cash portion of the purchase pricepaid by Alamosa Holdings will be funded by cash provided by the Companyto Alamosa Holdings.

21.    GUARANTOR FINANCIALSTATEMENTS

Set forth below are consolidating financialstatements of the issuer and guarantor subsidiaries and AlamosaDelaware Operations, LLC which is the Company's non-guarantorsubsidiary (the "Non-Guarantor Subsidiary")of the senior notes as of December 31, 2004 and 2003 and for the yearsended December 31, 2004, 2003 and 2002. The guarantor subsidiaries areall 100% owned by the Company and the guarantees are full andunconditional. Separate financial statements of each guarantorsubsidiary have not been provided because management has determinedthat they are not material to investors.

Alamosa Holdings is anadditional guarantor with respect to the 12 7/8%senior discount notes, the 121⁄2% senior notesand the 13 5/8% senior notes. Separate financialstatements for Alamosa Holdings have not been provided as AlamosaHoldings is a holding company which does not independently generateoperating revenue. The consolidated financial statements of AlamosaHoldings are included in its annual report on Form 10-K for the yearended December 31, 2004.

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ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (dollars in thousands, except asnoted)

CONSOLIDATING BALANCE SHEETASOF DECEMBER 31, 2004 (dollars inthousands)

|                                          |  |        |           |                       |  |                         |           |              |  |              |         |        |  |        |          |         |  |        |           |         |  |  |
|------------------------------------------|--|--------|-----------|-----------------------|--|-------------------------|-----------|--------------|--|--------------|---------|--------|--|--------|----------|---------|--|--------|-----------|---------|--|--|
|                                     |  | Issuer |           | GuarantorSubsidiaries |  | Non-GuarantorSubsidiary |           | Eliminations |  | Consolidated |
| Assets                                   |  |   |      |                  |  |                    |      |         |  |         |    |   |  |   |     |    |  |   |      |    |
| CurrentAssets:                           |  |   |      |                  |  |                    |      |         |  |         |    |   |  |   |     |    |  |   |      |    |
| Cashand cashequivalents                  |  | $      | 6,698     |                  |  | $                       | 120,418   |         |  | $            | 16      |   |  | $      | —  |    |  | $      | 127,132   |    |
| Shortterminvestments                     |  |   | 50,411    |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | 50,411    |    |
| Customeraccounts receivable,net          |  |   | —   |                  |  |                    | 44,687    |         |  |         | — |   |  |   | —  |    |  |   | 44,687    |    |
| ReceivablefromSprint                     |  |   | —   |                  |  |                    | 24,809    |         |  |         | — |   |  |   | —  |    |  |   | 24,809    |    |
| Interestreceivable                       |  |   | 216       |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | 216       |    |
| Intercompanyreceivable                   |  |   | 30,089    |                  |  |                    | —   |         |  |         | 401     |   |  |   | (30,490  | )  |  |   | —   |    |
| Inventory                                |  |   | —   |                  |  |                    | 9,136     |         |  |         | — |   |  |   | —  |    |  |   | 9,136     |    |
| Investmentinsubsidiary                   |  |   | 916,199   |                  |  |                    | —   |         |  |         | — |   |  |   | (916,199 | )  |  |   | —   |    |
| Prepaidexpenses and otherassets          |  |   | —   |                  |  |                    | 11,192    |         |  |         | — |   |  |   | —  |    |  |   | 11,192    |    |
| Deferredcustomer acquisitioncosts        |  |   | —   |                  |  |                    | 6,337     |         |  |         | — |   |  |   | —  |    |  |   | 6,337     |    |
| Deferredtaxasset                         |  |   | 4,230     |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | 4,230     |    |
| Totalcurrentassets                       |  |   | 1,007,843 |                  |  |                    | 216,579   |         |  |         | 417     |   |  |   | (946,689 | )  |  |   | 278,150   |    |
| Propertyand equipment,net                |  |   | —   |                  |  |                    | 441,808   |         |  |         | — |   |  |   | —  |    |  |   | 441,808   |    |
| Debtissuance costs,net                   |  |   | 9,086     |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | 9,086     |    |
| Intangibleassets,net                     |  |   | —   |                  |  |                    | 416,716   |         |  |         | — |   |  |   | —  |    |  |   | 416,716   |    |
| Othernoncurrentassets                    |  |   | —   |                  |  |                    | 4,188     |         |  |         | — |   |  |   | —  |    |  |   | 4,188     |    |
| Totalassets                              |  | $      | 1,016,929 |                  |  | $                       | 1,079,291 |         |  | $            | 417     |   |  | $      | (946,689 | )  |  | $      | 1,149,948 |    |
| Liabilitiesand Stockholder'sEquity       |  |   |      |                  |  |                    |      |         |  |         |    |   |  |   |     |    |
| CurrentLiabilities:                      |  |   |      |                  |  |                    |      |         |  |         |    |   |  |   |     |    |  |   |      |    |
| Accountspayable                          |  | $      | —   |                  |  | $                       | 24,581    |         |  | $            | — |   |  | $      | —  |    |  | $      | 24,581    |    |
| Accruedexpenses                          |  |   | 570       |                  |  |                    | 41,813    |         |  |         | — |   |  |   | —  |    |  |   | 42,383    |    |
| PayabletoSprint                          |  |   | —   |                  |  |                    | 35,852    |         |  |         | — |   |  |   | —  |    |  |   | 35,852    |    |
| Payabletoparent                          |  |   | —   |                  |  |                    | 1,530     |         |  |         | — |   |  |   | —  |    |  |   | 1,530     |    |
| Interestpayable                          |  |   | 21,076    |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | 21,076    |    |
| Deferredrevenue                          |  |   | —   |                  |  |                    | 22,549    |         |  |         | — |   |  |   | —  |    |  |   | 22,549    |    |
| Intercompanypayable                      |  |   | —   |                  |  |                    | 30,490    |         |  |         | — |   |  |   | (30,490  | )  |  |   | —   |    |
| Currentinstallments of capitalleases     |  |   | —   |                  |  |                    | 110       |         |  |         | — |   |  |   | —  |    |  |   | 110       |    |
| Totalcurrentliabilities                  |  |   | 21,646    |                  |  |                    | 156,925   |         |  |         | — |   |  |   | (30,490  | )  |  |   | 148,081   |    |
| Capitalleaseobligations                  |  |   | —   |                  |  |                    | 749       |         |  |         | — |   |  |   | —  |    |  |   | 749       |    |
| Othernoncurrentliabilities               |  |   | —   |                  |  |                    | 5,835     |         |  |         | — |   |  |   | —  |    |  |   | 5,835     |    |
| Deferredtaxliability                     |  |   | 16,604    |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | 16,604    |    |
| Seniornotes                              |  |   | 739,141   |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | 739,141   |    |
| Totalliabilities                         |  |   | 777,391   |                  |  |                    | 163,509   |         |  |         | — |   |  |   | (30,490  | )  |  |   | 910,410   |    |
| Stockholder'sEquity:                     |  |   |      |                  |  |                    |      |         |  |         |    |   |  |   |     |    |  |   |      |    |
| Preferredstock                           |  |   | —   |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | —   |    |
| Commonstock                              |  |   | —   |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | —   |    |
| Additionalpaid-incapital                 |  |   | 1,003,707 |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | 1,003,707 |    |
| LLCmember'sequity                        |  |   | —   |                  |  |                    | 915,782   |         |  |         | 417     |   |  |   | (916,199 | )  |  |   | —   |    |
| Accumulateddeficit                       |  |   | (764,104  | )                |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | (764,104  | )  |
| Unearnedcompensation                     |  |   | (65       | )                |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | (65       | )  |
| Totalstockholder'sequity                 |  |   | 239,538   |                  |  |                    | 915,782   |         |  |         | 417     |   |  |   | (916,199 | )  |  |   | 239,538   |    |
| Totalliabilities and stockholder'sequity |  | $      | 1,016,929 |                  |  | $                       | 1,079,291 |         |  | $            | 417     |   |  | $      | (946,689 | )  |  | $      | 1,149,948 |    |
|                                          |

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ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

CONSOLIDATING BALANCE SHEET AS OFDECEMBER 31, 2003 (dollars inthousands)

|                                                |  |        |           |                       |  |                         |           |              |  |              |         |        |  |        |          |         |  |        |           |         |  |  |
|------------------------------------------------|--|--------|-----------|-----------------------|--|-------------------------|-----------|--------------|--|--------------|---------|--------|--|--------|----------|---------|--|--------|-----------|---------|--|--|
|                                           |  | Issuer |           | GuarantorSubsidiaries |  | Non-GuarantorSubsidiary |           | Eliminations |  | Consolidated |
| Assets                                         |  |   |      |                  |  |                    |      |         |  |         |    |   |  |   |     |    |  |   |      |    |
| CurrentAssets:                                 |  |   |      |                  |  |                    |      |         |  |         |    |   |  |   |     |    |  |   |      |    |
| Cashand cashequivalents                        |  | $      | 27,542    |                  |  | $                       | 70,677    |         |  | $            | 23      |   |  | $      | —  |    |  | $      | 98,242    |    |
| Restrictedcash                                 |  |   | 1         |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | 1         |    |
| Customeraccounts receivable,net                |  |   | —   |                  |  |                    | 28,034    |         |  |         | — |   |  |   | —  |    |  |   | 28,034    |    |
| ReceivablefromSprint                           |  |   | —   |                  |  |                    | 22,947    |         |  |         | — |   |  |   | —  |    |  |   | 22,947    |    |
| Intercompanyreceivable                         |  |   | 48,805    |                  |  |                    | —   |         |  |         | 394     |   |  |   | (49,199  | )  |  |   | —   |    |
| Receivablefromparent                           |  |   | 1         |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | 1         |    |
| Inventory                                      |  |   | —   |                  |  |                    | 7,309     |         |  |         | — |   |  |   | —  |    |  |   | 7,309     |    |
| Investmentinsubsidiary                         |  |   | 658,874   |                  |  |                    | —   |         |  |         | — |   |  |   | (658,874 | )  |  |   | —   |    |
| Prepaidexpenses and otherassets                |  |   | 194       |                  |  |                    | 9,569     |         |  |         | — |   |  |   | —  |    |  |   | 9,763     |    |
| Deferredcustomer acquisitioncosts              |  |   | —   |                  |  |                    | 8,060     |         |  |         | — |   |  |   | —  |    |  |   | 8,060     |    |
| Deferredtaxasset                               |  |   | —   |                  |  |                    | 4,572     |         |  |         | — |   |  |   | —  |    |  |   | 4,572     |    |
| Totalcurrentassets                             |  |   | 735,417   |                  |  |                    | 151,168   |         |  |         | 417     |   |  |   | (708,073 | )  |  |   | 178,929   |    |
| Propertyand equipment,net                      |  |   | —   |                  |  |                    | 434,840   |         |  |         | — |   |  |   | —  |    |  |   | 434,840   |    |
| Debtissuance costs,net                         |  |   | 1,718     |                  |  |                    | 12,648    |         |  |         | — |   |  |   | —  |    |  |   | 14,366    |    |
| Intangibleassets,net                           |  |   | —   |                  |  |                    | 448,354   |         |  |         | — |   |  |   | —  |    |  |   | 448,354   |    |
| Othernoncurrentassets                          |  |   | —   |                  |  |                    | 6,393     |         |  |         | — |   |  |   | —  |    |  |   | 6,393     |    |
| Totalassets                                    |  | $      | 737,135   |                  |  | $                       | 1,053,403 |         |  | $            | 417     |   |  | $      | (708,073 | )  |  | $      | 1,082,882 |    |
| Liabilitiesand Stockholder'sEquity             |  |   |      |                  |  |                    |      |         |  |         |    |   |  |   |     |    |
| CurrentLiabilities:                            |  |   |      |                  |  |                    |      |         |  |         |    |   |  |   |     |    |  |   |      |    |
| Accountspayable                                |  | $      | —   |                  |  | $                       | 25,441    |         |  | $            | — |   |  | $      | —  |    |  | $      | 25,441    |    |
| Accruedexpenses                                |  |   | 257       |                  |  |                    | 37,068    |         |  |         | — |   |  |   | —  |    |  |   | 37,325    |    |
| PayabletoSprint                                |  |   | —   |                  |  |                    | 34,341    |         |  |         | — |   |  |   | —  |    |  |   | 34,341    |    |
| Interestpayable                                |  |   | 4,563     |                  |  |                    | 790       |         |  |         | — |   |  |   | —  |    |  |   | 5,353     |    |
| Deferredrevenue                                |  |   | —   |                  |  |                    | 22,742    |         |  |         | — |   |  |   | —  |    |  |   | 22,742    |    |
| Intercompanypayable                            |  |   | —   |                  |  |                    | 49,199    |         |  |         | — |   |  |   | (49,199  | )  |  |   | —   |    |
| Currentinstallments of capitalleases           |  |   | —   |                  |  |                    | 481       |         |  |         | — |   |  |   | —  |    |  |   | 481       |    |
| Totalcurrentliabilities                        |  |   | 4,820     |                  |  |                    | 170,062   |         |  |         | — |   |  |   | (49,199  | )  |  |   | 125,683   |    |
| Capitalleaseobligations                        |  |   | —   |                  |  |                    | 812       |         |  |         | — |   |  |   | —  |    |  |   | 812       |    |
| Othernoncurrentliabilities                     |  |   | —   |                  |  |                    | 8,693     |         |  |         | — |   |  |   | —  |    |  |   | 8,693     |    |
| Deferredtaxliability                           |  |   | —   |                  |  |                    | 15,379    |         |  |         | — |   |  |   | —  |    |  |   | 15,379    |    |
| Seniorsecureddebt                              |  |   | —   |                  |  |                    | 200,000   |         |  |         | — |   |  |   | —  |    |  |   | 200,000   |    |
| Seniornotes                                    |  |   | 464,424   |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | 464,424   |    |
| Totalliabilities                               |  |   | 469,244   |                  |  |                    | 394,946   |         |  |         | — |   |  |   | (49,199  | )  |  |   | 814,991   |    |
| Stockholder'sEquity:                           |  |   |      |                  |  |                    |      |         |  |         |    |   |  |   |     |    |  |   |      |    |
| Preferredstock                                 |  |   | —   |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | —   |    |
| Commonstock                                    |  |   | —   |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | —   |    |
| Additionalpaid-incapital                       |  |   | 1,015,991 |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | 1,015,991 |    |
| LLCmember'sequity                              |  |   | —   |                  |  |                    | 658,457   |         |  |         | 417     |   |  |   | (658,874 | )  |  |   | —   |    |
| Accumulateddeficit                             |  |   | (747,425  | )                |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | (747,425  | )  |
| Unearnedcompensation                           |  |   | (145      | )                |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | (145      | )  |
| Accumulatedother comprehensive loss, net oftax |  |   | (530      | )                |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | (530      | )  |
| Totalstockholder'sequity                       |  |   | 267,891   |                  |  |                    | 658,457   |         |  |         | 417     |   |  |   | (658,874 | )  |  |   | 267,891   |    |
| Totalliabilities and stockholder'sequity       |  | $      | 737,135   |                  |  | $                       | 1,053,403 |         |  | $            | 417     |   |  | $      | (708,073 | )  |  | $      | 1,082,882 |    |
|                                                |

F-37

----

ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

CONSOLIDATING STATEMENT OFOPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2004 (dollars inthousands)

|                                       |  |        |         |                       |  |                         |         |              |  |              |         |        |  |        |         |         |  |        |         |         |  |  |
|---------------------------------------|--|--------|---------|-----------------------|--|-------------------------|---------|--------------|--|--------------|---------|--------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                  |  | Issuer |         | GuarantorSubsidiaries |  | Non-GuarantorSubsidiary |         | Eliminations |  | Consolidated |
| Revenues:                             |  |   |    |                  |  |                    |    |         |  |         |    |   |  |   |    |    |  |   |    |    |
| Subscriberrevenues                    |  | $      | — |                  |  | $                       | 555,711 |         |  | $            | — |   |  | $      | — |    |  | $      | 555,711 |    |
| Roamingrevenues                       |  |   | — |                  |  |                    | 214,230 |         |  |         | — |   |  |   | — |    |  |   | 214,230 |    |
| Servicerevenues                       |  |   | — |                  |  |                    | 769,941 |         |  |         | — |   |  |   | — |    |  |   | 769,941 |    |
| Productsales                          |  |   | — |                  |  |                    | 33,159  |         |  |         | — |   |  |   | — |    |  |   | 33,159  |    |
| Totalrevenues                         |  |   | — |                  |  |                    | 803,100 |         |  |         | — |   |  |   | — |    |  |   | 803,100 |    |
| Costsandexpenses:                     |  |   |    |                  |  |                    |    |         |  |         |    |   |  |   |    |    |  |   |    |    |
| Costof services andoperations         |  |   | — |                  |  |                    | 383,287 |         |  |         | — |   |  |   | — |    |  |   | 383,287 |    |
| Costof productssold                   |  |   | — |                  |  |                    | 76,183  |         |  |         | — |   |  |   | — |    |  |   | 76,183  |    |
| Sellingandmarketing                   |  |   | — |                  |  |                    | 140,833 |         |  |         | — |   |  |   | — |    |  |   | 140,833 |    |
| Generaland administrativeexpenses     |  |   | 653     |                  |  |                    | 21,285  |         |  |         | — |   |  |   | — |    |  |   | 21,938  |    |
| Depreciationandamortization           |  |   | — |                  |  |                    | 104,775 |         |  |         | — |   |  |   | — |    |  |   | 104,775 |    |
| Impairmentof property andequipment    |  |   | — |                  |  |                    | 3,730   |         |  |         | — |   |  |   | — |    |  |   | 3,730   |    |
| Non-cashcompensation                  |  |   | — |                  |  |                    | 80      |         |  |         | — |   |  |   | — |    |  |   | 80      |    |
| Income(loss) fromoperations           |  |   | (653    | )                |  |                    | 72,927  |         |  |         | — |   |  |   | — |    |  |   | 72,274  |    |
| Equityin earnings ofsubsidiaries      |  |   | 59,844  |                  |  |                    | — |         |  |         | — |   |  |   | (59,844 | )  |  |   | — |    |
| Losson debtextinguishment             |  |   | — |                  |  |                    | (13,101 | )       |  |         | — |   |  |   | — |    |  |   | (13,101 | )  |
| Interestand otherincome               |  |   | 764     |                  |  |                    | 694     |         |  |         | — |   |  |   | — |    |  |   | 1,458   |    |
| Interestexpense                       |  |   | (75,063 | )                |  |                    | (676    | )       |  |         | — |   |  |   | — |    |  |   | (75,739 | )  |
| Income(loss) before income taxexpense |  |   | (15,108 | )                |  |                    | 59,844  |         |  |         | — |   |  |   | (59,844 | )  |  |   | (15,108 | )  |
| Incometaxexpense                      |  |   | (1,571  | )                |  |                    | — |         |  |         | — |   |  |   | — |    |  |   | (1,571  | )  |
| Netincome(loss)                       |  | $      | (16,679 | )                |  | $                       | 59,844  |         |  | $            | — |   |  | $      | (59,844 | )  |  | $      | (16,679 | )  |
|                                       |

F-38

----

ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIALSTATEMENTS (Continued) (dollars in thousands, except asnoted)

CONSOLIDATING STATEMENT OFOPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2003 (dollars inthousands)

|                                    |  |        |         |                       |  |                         |         |              |  |              |         |        |  |        |         |         |  |        |         |         |  |  |
|------------------------------------|--|--------|---------|-----------------------|--|-------------------------|---------|--------------|--|--------------|---------|--------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                               |  | Issuer |         | GuarantorSubsidiaries |  | Non-GuarantorSubsidiary |         | Eliminations |  | Consolidated |
| Revenues:                          |  |   |    |                  |  |                    |    |         |  |         |    |   |  |   |    |    |  |   |    |    |
| Subscriberrevenues                 |  | $      | — |                  |  | $                       | 452,396 |         |  | $            | — |   |  | $      | — |    |  | $      | 452,396 |    |
| Roamingrevenues                    |  |   | — |                  |  |                    | 150,772 |         |  |         | — |   |  |   | — |    |  |   | 150,772 |    |
| Servicerevenues                    |  |   | — |                  |  |                    | 603,168 |         |  |         | — |   |  |   | — |    |  |   | 603,168 |    |
| Productsales                       |  |   | — |                  |  |                    | 27,882  |         |  |         | — |   |  |   | — |    |  |   | 27,882  |    |
| Totalrevenues                      |  |   | — |                  |  |                    | 631,050 |         |  |         | — |   |  |   | — |    |  |   | 631,050 |    |
| Costsandexpenses:                  |  |   |    |                  |  |                    |    |         |  |         |    |   |  |   |    |    |  |   |    |    |
| Costof services andoperations      |  |   | — |                  |  |                    | 317,215 |         |  |         | — |   |  |   | — |    |  |   | 317,215 |    |
| Costof productssold                |  |   | — |                  |  |                    | 59,651  |         |  |         | — |   |  |   | — |    |  |   | 59,651  |    |
| Sellingandmarketing                |  |   | — |                  |  |                    | 112,626 |         |  |         | — |   |  |   | — |    |  |   | 112,626 |    |
| Generaland administrativeexpenses  |  |   | 1,123   |                  |  |                    | 14,691  |         |  |         | — |   |  |   | — |    |  |   | 15,814  |    |
| Depreciationandamortization        |  |   | — |                  |  |                    | 110,495 |         |  |         | — |   |  |   | — |    |  |   | 110,495 |    |
| Impairmentof property andequipment |  |   | — |                  |  |                    | 2,243   |         |  |         | — |   |  |   | — |    |  |   | 2,243   |    |
| Non-cashcompensation               |  |   | — |                  |  |                    | 149     |         |  |         | — |   |  |   | — |    |  |   | 149     |    |
| Income(loss) fromoperations        |  |   | (1,123  | )                |  |                    | 13,980  |         |  |         | — |   |  |   | — |    |  |   | 12,857  |    |
| Equityin earnings ofsubsidiaries   |  |   | 1,337   |                  |  |                    | — |         |  |         | — |   |  |   | (1,337  | )  |  |   | — |    |
| Debtexchangeexpense                |  |   | — |                  |  |                    | (8,694  | )       |  |         | — |   |  |   | — |    |  |   | (8,694  | )  |
| Interestand otherincome            |  |   | 630     |                  |  |                    | 299     |         |  |         | — |   |  |   | — |    |  |   | 929     |    |
| Interestexpense                    |  |   | (84,136 | )                |  |                    | (15,778 | )       |  |         | — |   |  |   | — |    |  |   | (99,914 | )  |
| Lossbefore income taxbenefit       |  |   | (83,292 | )                |  |                    | (10,193 | )       |  |         | — |   |  |   | (1,337  | )  |  |   | (94,822 | )  |
| Incometaxbenefit                   |  |   | — |                  |  |                    | 11,530  |         |  |         | — |   |  |   | — |    |  |   | 11,530  |    |
| Netincome(loss)                    |  | $      | (83,292 | )                |  | $                       | 1,337   |         |  | $            | — |   |  | $      | (1,337  | )  |  | $      | (83,292 | )  |
|                                    |

F-39

----

ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS– (CONTINUED)(dollars in thousands, except asnoted)

CONSOLIDATING STATEMENT OFOPERATIONS FOR THE YEAR ENDED DECEMBER 31, 2002 (dollars inthousands)

|                                      |  |        |          |                       |  |                         |          |              |  |              |                                                         |         |  |        |         |        |  |        |          |         |  |  |
|--------------------------------------|--|--------|----------|-----------------------|--|-------------------------|----------|--------------|--|--------------|---------------------------------------------------------|---------|--|--------|---------|--------|--|--------|----------|---------|--|--|
|                                 |  | Issuer |          | GuarantorSubsidiaries |  | Non-GuarantorSubsidiary |          | Eliminations |  | Consolidated |
| Revenues:                            |  |   |     |                  |  |                    |     |         |  |         |                                                    |    |  |   |    |   |  |   |     |    |
| Subscriberrevenues                   |  | $      | —  |                  |  | $                       | 391,927  |         |  | $            |         — |    |  | $      | — |   |  | $      | 391,927  |    |
| Roamingrevenues                      |  |   | —  |                  |  |                    | 139,843  |         |  |         | —                                                 |    |  |   | — |   |  |   | 139,843  |    |
| Servicerevenues                      |  |   | —  |                  |  |                    | 531,770  |         |  |         | —                                                 |    |  |   | — |   |  |   | 531,770  |    |
| Productsales                         |  |   | —  |                  |  |                    | 23,922   |         |  |         | —                                                 |    |  |   | — |   |  |   | 23,922   |    |
| Totalrevenue                         |  |   | —  |                  |  |                    | 555,692  |         |  |         | —                                                 |    |  |   | — |   |  |   | 555,692  |    |
| Costsandexpenses:                    |  |   |     |                  |  |                    |     |         |  |         |                                                    |    |  |   |    |   |  |   |     |    |
| Costof services andoperations        |  |   | —  |                  |  |                    | 343,468  |         |  |         | —                                                 |    |  |   | — |   |  |   | 343,468  |    |
| Costof productssold                  |  |   | —  |                  |  |                    | 50,974   |         |  |         | —                                                 |    |  |   | — |   |  |   | 50,974   |    |
| Sellingandmarketing                  |  |   | —  |                  |  |                    | 119,059  |         |  |         | —                                                 |    |  |   | — |   |  |   | 119,059  |    |
| Generaland administrativeexpenses    |  |   | 162      |                  |  |                    | 14,497   |         |  |         | (3                                                      | )  |  |   | — |   |  |   | 14,656   |    |
| Depreciationandamortization          |  |   | —  |                  |  |                    | 105,121  |         |  |         | —                                                 |    |  |   | — |   |  |   | 105,121  |    |
| Impairmentofgoodwill                 |  |   | —  |                  |  |                    | 291,635  |         |  |         | —                                                 |    |  |   | — |   |  |   | 291,635  |    |
| Impairmentof property andequipment   |  |   | —  |                  |  |                    | 1,194    |         |  |         | —                                                 |    |  |   | — |   |  |   | 1,194    |    |
| Non-cashcompensation                 |  |   | —  |                  |  |                    | 29       |         |  |         | —                                                 |    |  |   | — |   |  |   | 29       |    |
| Income(loss) fromoperations          |  |   | (162     | )                |  |                    | (370,285 | )       |  |         | 3                                                       |    |  |   | — |   |  |   | (370,444 | )  |
| Equityin loss ofsubsidiaries         |  |   | (319,154 | )                |  |                    | —  |         |  |         | —                                                 |    |  |   | 319,154 |   |  |   | —  |    |
| Interestand otherincome              |  |   | 2,261    |                  |  |                    | 1,110    |         |  |         | 88                                                      |    |  |   | — |   |  |   | 3,459    |    |
| Interestexpense                      |  |   | (85,707  | )                |  |                    | (17,156  | )       |  |         | —                                                 |    |  |   | — |   |  |   | (102,863 | )  |
| Income(loss) before incometaxbenefit |  |   | (402,762 | )                |  |                    | (386,331 | )       |  |         | 91                                                      |    |  |   | 319,154 |   |  |   | (469,848 | )  |
| Incometaxbenefit                     |  |   | —  |                  |  |                    | 67,086   |         |  |         | —                                                 |    |  |   | — |   |  |   | 67,086   |    |
| Netincome(loss)                      |  | $      | (402,762 | )                |  | $                       | (319,245 | )       |  | $            | 91                                                      |    |  | $      | 319,154 |   |  | $      | (402,762 | )  |
|                                      |

F-40

----

ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS– (CONTINUED)(dollars in thousands, except asnoted)

CONSOLIDATING STATEMENT OF CASHFLOWS FOR THE YEAR ENDED DECEMBER 31, 2004 (dollars inthousands)

|                                                                                                 |  |        |          |                       |  |                         |          |              |  |              |                                                         |         |  |        |          |         |  |        |          |         |  |  |
|-------------------------------------------------------------------------------------------------|--|--------|----------|-----------------------|--|-------------------------|----------|--------------|--|--------------|---------------------------------------------------------|---------|--|--------|----------|---------|--|--------|----------|---------|--|--|
|                                                                                            |  | Issuer |          | GuarantorSubsidiaries |  | Non-GuarantorSubsidiary |          | Eliminations |  | Consolidated |
| Cashflows from operatingactivities:                                                             |  |   |     |                  |  |                    |     |         |  |         |                                                    |    |  |   |     |    |  |   |     |    |
| Netincome(loss)                                                                                 |  | $      | (16,679  | )                |  | $                       | 59,844   |         |  | $            |         — |    |  | $      | (59,844  | )  |  | $      | (16,679  | )  |
| Adjustmentsto reconcile net income (loss) to net cash provided by (used in)operatingactivities: |  |   |     |                  |  |                    |     |         |  |         |                                                    |    |  |   |     |    |  |   |     |    |
| Equityin earnings ofsubsidiaries                                                                |  |   | (59,844  | )                |  |                    | —  |         |  |         | —                                                 |    |  |   | 59,844   |    |  |   | —  |    |
| Non-cashcompensationexpense                                                                     |  |   | —  |                  |  |                    | 80       |         |  |         | —                                                 |    |  |   | —  |    |  |   | 80       |    |
| Provisionfor baddebts                                                                           |  |   | —  |                  |  |                    | 12,827   |         |  |         | —                                                 |    |  |   | —  |    |  |   | 12,827   |    |
| Non-cashinterest expense on derivativeinstruments                                               |  |   | —  |                  |  |                    | 6        |         |  |         | —                                                 |    |  |   | —  |    |  |   | 6        |    |
| Non-cashaccretion of asset retirementobligation                                                 |  |   | —  |                  |  |                    | 187      |         |  |         | —                                                 |    |  |   | —  |    |  |   | 187      |    |
| Depreciationand amortization of property andequipment                                           |  |   | —  |                  |  |                    | 72,685   |         |  |         | —                                                 |    |  |   | —  |    |  |   | 72,685   |    |
| Amortizationof intangibleassets                                                                 |  |   | —  |                  |  |                    | 32,090   |         |  |         | —                                                 |    |  |   | —  |    |  |   | 32,090   |    |
| Amortizationof financing costs included in interestexpense                                      |  |   | 864      |                  |  |                    | 84       |         |  |         | —                                                 |    |  |   | —  |    |  |   | 948      |    |
| Deferredtaxexpense                                                                              |  |   | 1,571    |                  |  |                    | —  |         |  |         | —                                                 |    |  |   | —  |    |  |   | 1,571    |    |
| Interestaccreted on discountnotes                                                               |  |   | 24,769   |                  |  |                    | —  |         |  |         | —                                                 |    |  |   | —  |    |  |   | 24,769   |    |
| Losson debtextinguishment                                                                       |  |   | —  |                  |  |                    | 13,101   |         |  |         | —                                                 |    |  |   | —  |    |  |   | 13,101   |    |
| Impairmentof property andequipment                                                              |  |   | —  |                  |  |                    | 3,730    |         |  |         | —                                                 |    |  |   | —  |    |  |   | 3,730    |    |
| (Increase)decreasein:                                                                           |  |   |     |                  |  |                    |     |         |  |         |                                                    |    |  |   |     |    |  |   |     |    |
| Receivables                                                                                     |  |   | (216     | )                |  |                    | (31,341  | )       |  |         | —                                                 |    |  |   | —  |    |  |   | (31,557  | )  |
| Receivablefrom/payable toparent                                                                 |  |   | —  |                  |  |                    | (714     | )       |  |         | —                                                 |    |  |   | —  |    |  |   | (714     | )  |
| Inventory                                                                                       |  |   | —  |                  |  |                    | (1,827   | )       |  |         | —                                                 |    |  |   | —  |    |  |   | (1,827   | )  |
| Prepaidexpenses and otherassets                                                                 |  |   | 195      |                  |  |                    | 2,303    |         |  |         | —                                                 |    |  |   | —  |    |  |   | 2,498    |    |
| Increasein:                                                                                     |  |   |     |                  |  |                    |     |         |  |         |                                                    |    |  |   |     |    |  |   |     |    |
| Accountspayable and accruedexpenses                                                             |  |   | 16,826   |                  |  |                    | 1,599    |         |  |         | —                                                 |    |  |   | —  |    |  |   | 18,425   |    |
| Netcash provided by (used in) operatingactivities                                               |  |   | (32,514  | )                |  |                    | 164,654  |         |  |         | —                                                 |    |  |   | —  |    |  |   | 132,140  |    |
| Cashflows from investingactivities:                                                             |  |   |     |                  |  |                    |     |         |  |         |                                                    |    |  |   |     |    |  |   |     |    |
| Proceedsfrom sale ofassets                                                                      |  |   | —  |                  |  |                    | 427      |         |  |         | —                                                 |    |  |   | —  |    |  |   | 427      |    |
| Purchasesof property andequipment                                                               |  |   | —  |                  |  |                    | (83,989  | )       |  |         | —                                                 |    |  |   | —  |    |  |   | (83,989  | )  |
| Purchaseof intangibleasset                                                                      |  |   | —  |                  |  |                    | (453     | )       |  |         | —                                                 |    |  |   | —  |    |  |   | (453     | )  |
| Changein restrictedcash                                                                         |  |   | 1        |                  |  |                    | —  |         |  |         | —                                                 |    |  |   | —  |    |  |   | 1        |    |
| Changein short terminvestments                                                                  |  |   | (50,411  | )                |  |                    | —  |         |  |         | —                                                 |    |  |   | —  |    |  |   | (50,411  | )  |
| Investmentinsubsidiary                                                                          |  |   | (188,313 | )                |  |                    | —  |         |  |         | —                                                 |    |  |   | 188,313  |    |  |   | —  |    |
| Capitalinfusion fromparent                                                                      |  |   | —  |                  |  |                    | 188,313  |         |  |         | —                                                 |    |  |   | (188,313 | )  |  |   | —  |    |
| Changein intercompanybalances                                                                   |  |   | 18,717   |                  |  |                    | (18,710  | )       |  |         | (7                                                      | )  |  |   | —  |    |  |   | —  |    |
| Netcash provided by (used in) investingactivities                                               |  |   | (220,006 | )                |  |                    | 85,588   |         |  |         | (7                                                      | )  |  |   | —  |    |  |   | (134,425 | )  |
| Cashflows from financingactivities:                                                             |  |   |     |                  |  |                    |     |         |  |         |                                                    |    |  |   |     |    |  |   |     |    |
| Capitaldistribution toparent                                                                    |  |   | (10,088  | )                |  |                    | —  |         |  |         | —                                                 |    |  |   | —  |    |  |   | (10,088  | )  |
| Debtissuance costscapitalized                                                                   |  |   | (8,236   | )                |  |                    | —  |         |  |         | —                                                 |    |  |   | —  |    |  |   | (8,236   | )  |
| Repaymentof secureddebt                                                                         |  |   | —  |                  |  |                    | (200,000 | )       |  |         | —                                                 |    |  |   | —  |    |  |   | (200,000 | )  |
| Proceedsfrom seniornotes                                                                        |  |   | 250,000  |                  |  |                    | —  |         |  |         | —                                                 |    |  |   | —  |    |  |   | 250,000  |    |
| Paymentson capitalleases                                                                        |  |   | —  |                  |  |                    | (501     | )       |  |         | —                                                 |    |  |   | —  |    |  |   | (501     | )  |
| Netcash provided by (used in) financingactivities                                               |  |   | 231,676  |                  |  |                    | (200,501 | )       |  |         | —                                                 |    |  |   | —  |    |  |   | 31,175   |    |
| Netincrease (decrease) in cash and cashequivalents                                              |  |   | (20,844  | )                |  |                    | 49,741   |         |  |         | (7                                                      | )  |  |   | —  |    |  |   | 28,890   |    |
| Cashand cash equivalents at beginning ofperiod                                                  |  |   | 27,542   |                  |  |                    | 70,677   |         |  |         | 23                                                      |    |  |   | —  |    |  |   | 98,242   |    |
| Cashand cash equivalents at end ofperiod                                                        |  | $      | 6,698    |                  |  | $                       | 120,418  |         |  | $            | 16                                                      |    |  | $      | —  |    |  | $      | 127,132  |    |
|                                                                                                 |

F-41

----

ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS– (CONTINUED)(dollars in thousands, except asnoted)

CONSOLIDATING STATEMENT OF CASHFLOWS FOR THE YEAR ENDED DECEMBER 31, 2003 (dollars inthousands)

|                                                                                                 |  |        |         |                       |  |                         |         |              |  |              |         |        |  |        |         |         |  |        |         |         |  |  |
|-------------------------------------------------------------------------------------------------|--|--------|---------|-----------------------|--|-------------------------|---------|--------------|--|--------------|---------|--------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                            |  | Issuer |         | GuarantorSubsidiaries |  | Non-GuarantorSubsidiary |         | Eliminations |  | Consolidated |
| Cashflows from operatingactivities:                                                             |  |   |    |                  |  |                    |    |         |  |         |    |   |  |   |    |    |  |   |    |    |
| Netincome(loss)                                                                                 |  | $      | (83,292 | )                |  | $                       | 1,337   |         |  | $            | — |   |  | $      | (1,337  | )  |  | $      | (83,292 | )  |
| Adjustmentsto reconcile net income (loss) to net cash provided by (used in)operatingactivities: |  |   |    |                  |  |                    |    |         |  |         |    |   |  |   |    |    |  |   |    |    |
| Equityin earnings ofsubsidiaries                                                                |  |   | (1,337  | )                |  |                    | — |         |  |         | — |   |  |   | 1,337   |    |  |   | — |    |
| Non-cashcompensationexpense                                                                     |  |   | — |                  |  |                    | 149     |         |  |         | — |   |  |   | — |    |  |   | 149     |    |
| Provisionfor baddebts                                                                           |  |   | — |                  |  |                    | 13,451  |         |  |         | — |   |  |   | — |    |  |   | 13,451  |    |
| Non-cashinterest benefit on derivativeinstruments                                               |  |   | — |                  |  |                    | (693    | )       |  |         | — |   |  |   | — |    |  |   | (693    | )  |
| Non-cashaccretion of asset retirementobligation                                                 |  |   | — |                  |  |                    | 565     |         |  |         | — |   |  |   | — |    |  |   | 565     |    |
| Depreciationand amortization of property andequipment                                           |  |   | — |                  |  |                    | 70,428  |         |  |         | — |   |  |   | — |    |  |   | 70,428  |    |
| Amortizationof intangibleassets                                                                 |  |   | — |                  |  |                    | 40,067  |         |  |         | — |   |  |   | — |    |  |   | 40,067  |    |
| Amortizationof financing costs included in interestexpense                                      |  |   | 1,721   |                  |  |                    | 2,549   |         |  |         | — |   |  |   | — |    |  |   | 4,270   |    |
| Amortizationof discountedinterest                                                               |  |   | 329     |                  |  |                    | — |         |  |         | — |   |  |   | — |    |  |   | 329     |    |
| Deferredtaxbenefit                                                                              |  |   | — |                  |  |                    | (11,530 | )       |  |         | — |   |  |   | — |    |  |   | (11,530 | )  |
| Interestaccreted on discountnotes                                                               |  |   | 33,496  |                  |  |                    | — |         |  |         | — |   |  |   | — |    |  |   | 33,496  |    |
| Impairmentof property andequipment                                                              |  |   | — |                  |  |                    | 2,243   |         |  |         | — |   |  |   | — |    |  |   | 2,243   |    |
| Debtexchangeexpenses                                                                            |  |   | — |                  |  |                    | 8,694   |         |  |         | — |   |  |   | — |    |  |   | 8,694   |    |
| (increase)decreasein:                                                                           |  |   |    |                  |  |                    |    |         |  |         |    |   |  |   |    |    |  |   |    |    |
| Receivables                                                                                     |  |   | 973     |                  |  |                    | 552     |         |  |         | — |   |  |   | — |    |  |   | 1,525   |    |
| Receivablefrom/payable toparent                                                                 |  |   | — |                  |  |                    | (1      | )       |  |         | — |   |  |   | — |    |  |   | (1      | )  |
| Inventory                                                                                       |  |   | — |                  |  |                    | 101     |         |  |         | — |   |  |   | — |    |  |   | 101     |    |
| Prepaidexpenses and otherassets                                                                 |  |   | (194    | )                |  |                    | (1,670  | )       |  |         | — |   |  |   | — |    |  |   | (1,864  | )  |
| Decreasein:                                                                                     |  |   |    |                  |  |                    |    |         |  |         |    |   |  |   |    |    |  |   |    |    |
| Accountspayable and accruedexpenses                                                             |  |   | (15,866 | )                |  |                    | (6,368  | )       |  |         | — |   |  |   | — |    |  |   | (22,234 | )  |
| Netcash provided by (used in) operatingactivities                                               |  |   | (64,170 | )                |  |                    | 119,874 |         |  |         | — |   |  |   | — |    |  |   | 55,704  |    |
| Cashflows from investingactivities:                                                             |  |   |    |                  |  |                    |    |         |  |         |    |   |  |   |    |    |  |   |    |    |
| Proceedsfrom sale ofassets                                                                      |  |   | — |                  |  |                    | 2,645   |         |  |         | — |   |  |   | — |    |  |   | 2,645   |    |
| Purchasesof property andequipment                                                               |  |   | — |                  |  |                    | (38,625 | )       |  |         | — |   |  |   | — |    |  |   | (38,625 | )  |
| Changein restrictedcash                                                                         |  |   | 34,724  |                  |  |                    | — |         |  |         | — |   |  |   | — |    |  |   | 34,724  |    |
| Changein intercompanybalances                                                                   |  |   | 43,798  |                  |  |                    | (43,798 | )       |  |         | — |   |  |   | — |    |  |   | — |    |
| Netcash provided by (used in) investingactivities                                               |  |   | 78,522  |                  |  |                    | (79,778 | )       |  |         | — |   |  |   | — |    |  |   | (1,256  | )  |
| Cashflows from financingactivities:                                                             |  |   |    |                  |  |                    |    |         |  |         |    |   |  |   |    |    |  |   |    |    |
| Capitaldistribution toparent                                                                    |  |   | (4,527  | )                |  |                    | — |         |  |         | — |   |  |   | — |    |  |   | (4,527  | )  |
| Debtissuance costscapitalized                                                                   |  |   | — |                  |  |                    | (2,329  | )       |  |         | — |   |  |   | — |    |  |   | (2,329  | )  |
| Debtexchangeexpenses                                                                            |  |   | — |                  |  |                    | (8,694  | )       |  |         | — |   |  |   | — |    |  |   | (8,694  | )  |
| Paymentof fractional notes in debtexchange                                                      |  |   | (104    | )                |  |                    | — |         |  |         | — |   |  |   | — |    |  |   | (104    | )  |
| Paymentson capitalleases                                                                        |  |   | — |                  |  |                    | (1,077  | )       |  |         | — |   |  |   | — |    |  |   | (1,077  | )  |
| Netcash used in financingactivities                                                             |  |   | (4,631  | )                |  |                    | (12,100 | )       |  |         | — |   |  |   | — |    |  |   | (16,731 | )  |
| Netincrease in cash and cashequivalents                                                         |  |   | 9,721   |                  |  |                    | 27,996  |         |  |         | — |   |  |   | — |    |  |   | 37,717  |    |
| Cashand cash equivalents at beginning ofperiod                                                  |  |   | 17,821  |                  |  |                    | 42,681  |         |  |         | 23      |   |  |   | — |    |  |   | 60,525  |    |
| Cashand cash equivalents at end ofperiod                                                        |  | $      | 27,542  |                  |  | $                       | 70,677  |         |  | $            | 23      |   |  | $      | — |    |  | $      | 98,242  |    |
|                                                                                                 |

F-42

----

ALAMOSA(DELAWARE), INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS– (CONTINUED)(dollars in thousands, except asnoted)

CONSOLIDATING STATEMENT OF CASHFLOWS FOR THE YEAR ENDED DECEMBER 31, 2002 (dollars inthousands)

|                                                                                                 |  |        |          |                       |  |                         |          |              |  |              |         |         |  |        |          |         |  |        |          |         |  |  |
|-------------------------------------------------------------------------------------------------|--|--------|----------|-----------------------|--|-------------------------|----------|--------------|--|--------------|---------|---------|--|--------|----------|---------|--|--------|----------|---------|--|--|
|                                                                                            |  | Issuer |          | GuarantorSubsidiaries |  | Non-GuarantorSubsidiary |          | Eliminations |  | Consolidated |
| Cashflows from operatingactivities:                                                             |  |   |     |                  |  |                    |     |         |  |         |    |    |  |   |     |    |  |   |     |    |
| Netincome(loss)                                                                                 |  | $      | (402,762 | )                |  | $                       | (319,245 | )       |  | $            | 91      |    |  | $      | 319,154  |    |  | $      | (402,762 | )  |
| Adjustmentsto reconcile net income (loss) to net cash provided by (used in)operatingactivities: |  |   |     |                  |  |                    |     |         |  |         |    |    |  |   |     |    |  |   |     |    |
| Equityin loss ofsubsidiaries                                                                    |  |   | 319,154  |                  |  |                    | —  |         |  |         | — |    |  |   | (319,154 | )  |  |   | —  |    |
| Non-cashcompensationexpense                                                                     |  |   | —  |                  |  |                    | 29       |         |  |         | — |    |  |   | —  |    |  |   | 29       |    |
| Non-cashinterest onderivatives                                                                  |  |   | —  |                  |  |                    | 464      |         |  |         | — |    |  |   | —  |    |  |   | 464      |    |
| Provisionfor baddebt                                                                            |  |   | —  |                  |  |                    | 40,285   |         |  |         | — |    |  |   | —  |    |  |   | 40,285   |    |
| Depreciationand amortization of propertyandequipment                                            |  |   | —  |                  |  |                    | 64,702   |         |  |         | — |    |  |   | —  |    |  |   | 64,702   |    |
| Amortizationofintangibles                                                                       |  |   | —  |                  |  |                    | 40,419   |         |  |         | — |    |  |   | —  |    |  |   | 40,419   |    |
| Amortizationof financing costs included ininterestexpense                                       |  |   | 1,969    |                  |  |                    | 2,290    |         |  |         | — |    |  |   | —  |    |  |   | 4,259    |    |
| Amortizationof discountedinterest                                                               |  |   | 395      |                  |  |                    | —  |         |  |         | — |    |  |   | —  |    |  |   | 395      |    |
| Deferredtaxbenefit                                                                              |  |   | —  |                  |  |                    | (67,086  | )       |  |         | — |    |  |   | —  |    |  |   | (67,086  | )  |
| Interestaccreted on discountnote                                                                |  |   | 31,655   |                  |  |                    | —  |         |  |         | — |    |  |   | —  |    |  |   | 31,655   |    |
| Impairmentof property andequipment                                                              |  |   | —  |                  |  |                    | 1,194    |         |  |         | — |    |  |   | —  |    |  |   | 1,194    |    |
| Impairmentofgoodwill                                                                            |  |   | —  |                  |  |                    | 291,635  |         |  |         | — |    |  |   | —  |    |  |   | 291,635  |    |
| (Increase)decreasein:                                                                           |  |   |     |                  |  |                    |     |         |  |         |    |    |  |   |     |    |  |   |     |    |
| Receivables                                                                                     |  |   | 1,420    |                  |  |                    | (46,656  | )       |  |         | — |    |  |   | —  |    |  |   | (45,236  | )  |
| Inventory                                                                                       |  |   | —  |                  |  |                    | (2,608   | )       |  |         | — |    |  |   | —  |    |  |   | (2,608   | )  |
| Prepaidexpenses and otherassets                                                                 |  |   | 16       |                  |  |                    | (6,456   | )       |  |         | — |    |  |   | —  |    |  |   | (6,440   | )  |
| Increase(decrease)in:                                                                           |  |   |     |                  |  |                    |     |         |  |         |    |    |  |   |     |    |  |   |     |    |
| Accountspayable and accruedexpenses                                                             |  |   | (720     | )                |  |                    | 23,825   |         |  |         | — |    |  |   | —  |    |  |   | 23,105   |    |
| Netcash provided by (used in) operatingActivities                                               |  |   | (48,873  | )                |  |                    | 22,792   |         |  |         | 91      |    |  |   | —  |    |  |   | (25,990  | )  |
| Cashflows from investingactivities:                                                             |  |   |     |                  |  |                    |     |         |  |         |    |    |  |   |     |    |  |   |     |    |
| Proceedsfrom sale ofassets                                                                      |  |   | —  |                  |  |                    | 451      |         |  |         | — |    |  |   | —  |    |  |   | 451      |    |
| Purchasesof property andequipment                                                               |  |   | —  |                  |  |                    | (89,476  | )       |  |         | — |    |  |   | —  |    |  |   | (89,476  | )  |
| Changein restrictedcash                                                                         |  |   | 48,115   |                  |  |                    | 11,853   |         |  |         | — |    |  |   | —  |    |  |   | 59,968   |    |
| Intercompanyreceivable                                                                          |  |   | 15,951   |                  |  |                    | (868     | )       |  |         | (15,083 | )  |  |   | —  |    |  |   | —  |    |
| Netchange in short terminvestments                                                              |  |   | 1,300    |                  |  |                    | —  |         |  |         | — |    |  |   | —  |    |  |   | 1,300    |    |
| Other                                                                                           |  |   | —  |                  |  |                    | 99       |         |  |         | — |    |  |   | —  |    |  |   | 99       |    |
| Netcash provided by (used in) investingactivities                                               |  |   | 65,366   |                  |  |                    | (77,941  | )       |  |         | (15,083 | )  |  |   | —  |    |  |   | (27,658  | )  |
| Cashflows from financingactivities:                                                             |  |   |     |                  |  |                    |     |         |  |         |    |    |  |   |     |    |  |   |     |    |
| Capitaldistributions                                                                            |  |   | (1,213   | )                |  |                    | —  |         |  |         | — |    |  |   | —  |    |  |   | (1,213   | )  |
| Borrowingsunder senior secureddebt                                                              |  |   | —  |                  |  |                    | 12,838   |         |  |         | — |    |  |   | —  |    |  |   | 12,838   |    |
| Debtissuancecost                                                                                |  |   | —  |                  |  |                    | (1,351   | )       |  |         | — |    |  |   | —  |    |  |   | (1,351   | )  |
| Paymentson capitalleases                                                                        |  |   | —  |                  |  |                    | (773     | )       |  |         | — |    |  |   | —  |    |  |   | (773     | )  |
| Netcash provided by financingactivities                                                         |  |   | (1,213   | )                |  |                    | 10,714   |         |  |         | — |    |  |   | —  |    |  |   | 9,501    |    |
| Netincrease (decrease) in cash and cashequivalents                                              |  |   | 15,280   |                  |  |                    | (44,435  | )       |  |         | (14,992 | )  |  |   | —  |    |  |   | (44,147  | )  |
| Cashand cash equivalents at beginning ofperiod                                                  |  |   | 2,541    |                  |  |                    | 87,116   |         |  |         | 15,015  |    |  |   | —  |    |  |   | 104,672  |    |
| Cashand cash equivalents at end ofperiod                                                        |  | $      | 17,821   |                  |  | $                       | 42,681   |         |  | $            | 23      |    |  | $      | —  |    |  | $      | 60,525   |    |
|                                                                                                 |

F-43

----

REPORTOF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIALSTATEMENT SCHEDULE

To the Board of Directors of Alamosa(Delaware), Inc.:

Our audits of the consolidated financialstatements referred to in our report dated March 21, 2005 appearing inthis 2004 Annual Report on Form 10-K of Alamosa (Delaware), Inc. alsoincluded an audit of the financial statement schedule listed in Item15(a)(2) of this Form 10-K. In our opinion, this financial statementschedule presents fairly, in all material respects, the information setforth therein when read in conjunction with the related consolidatedfinancial statements.

PricewaterhouseCoopersLLP Dallas, Texas

March 21, 2005

F-44

----

SCHEDULE II

ALAMOSA(DELAWARE), INC.

CONSOLIDATED VALUATION AND QUALIFYINGACCOUNTS

FOR THE PERIOD DECEMBER 31, 2002 THROUGHDECEMBER 31, 2004 (inthousands)

|                                |  |                              |         |                                      |  |                                 |         |            |  |                       |         |        |  |        |         |         |  |        |         |        |  |  |
|--------------------------------|--|------------------------------|---------|--------------------------------------|--|---------------------------------|---------|------------|--|-----------------------|---------|--------|--|--------|---------|---------|--|--------|---------|--------|--|--|
| Classification                 |  | BalanceatBeginning of Period |         | AdditionsChargedtoCosts and Expenses |  | AdditionsChargedtoOtherAccounts |         | Deductions |  | BalanceatEnd ofPeriod |
|                           |  |                         |    |                                 |  |                            |    |       |  |                  |    |   |  |   |    |    |  |   |    |   |
| December31,2002                |  |                         |    |                                 |  |                            |    |       |  |                  |    |   |  |   |    |    |  |   |    |   |
| Allowancefor doubtfulaccounts  |  | $                            | 5,892   |                                 |  | $                               | 40,285  |       |  | $                     | — |   |  | $      | (37,726 | )  |  | $      | 8,451   |   |
| Deferredtax valuationallowance |  |                         | — |                                 |  |                            | — |       |  |                  | — |   |  |   | — |    |  |   | — |   |
|                           |  |                         |    |                                 |  |                            |    |       |  |                  |    |   |  |   |    |    |  |   |    |   |
| December31,2003                |  |                         |    |                                 |  |                            |    |       |  |                  |    |   |  |   |    |    |  |   |    |   |
| Allowancefor doubtfulaccounts  |  | $                            | 8,451   |                                 |  | $                               | 13,451  |       |  | $                     | — |   |  | $      | (15,919 | )  |  | $      | 5,983   |   |
| Deferredtax valuationallowance |  |                         | — |                                 |  |                            | 23,269  |       |  |                  | — |   |  |   | — |    |  |   | 23,269  |   |
|                           |  |                         |    |                                 |  |                            |    |       |  |                  |    |   |  |   |    |    |  |   |    |   |
| December31,2004                |  |                         |    |                                 |  |                            |    |       |  |                  |    |   |  |   |    |    |  |   |    |   |
| Allowancefor doubtfulaccounts  |  | $                            | 5,983   |                                 |  | $                               | 12,827  |       |  | $                     | — |   |  | $      | (13,082 | )  |  | $      | 5,728   |   |
| Deferredtax valuationallowance |  |                         | 23,269  |                                 |  |                            | — |       |  |                  | — |   |  |   | (381    | )  |  |   | 22,888  |   |
|                           |  |                         |    |                                 |  |                            |    |       |  |                  |    |   |  |   |    |    |  |   |    |   |
|                                |

Thisschedule should be read in conjunction with the Company's auditedconsolidated financial statements and related notes thereto that appearin this annual report on Form 10-K.

F-45

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