UNITEDSTATESSECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C.20549

FORM 10-Q

(Mark One)

|        |                                                                                                                                   |
|--------|-----------------------------------------------------------------------------------------------------------------------------------|
|   | QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934 for the quarterly period endedSeptember 30, 2005 |

OR

|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | TRANSITION REPORT PURSUANT TO SECTION 13 OR15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transition periodfrom                              to                             |

COMMISSION FILE NUMBER: 0-32357

ALAMOSA HOLDINGS, INC.

(Exact name ofregistrant as specified in its charter)

|                                                               |  |                                     |  |  |  |  |
|---------------------------------------------------------------|--|-------------------------------------|--|--|--|--|
| DELAWARE                                                      |  | 75-2890997                          |
| (State or other jurisdictionofincorporataion or organization) |  | (I.R.S. EmployerIdentification No.) |
|                                                               |

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

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

Indicate by check mark whether the registrant (1)has filed all reports required to be filed by Section 13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for thepast 90 days.

YES       NO   

Indicate by check mark whether the registrant is anaccelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YES       NO   

Indicate by check mark whether the registrant is a shellcompany (as defined in Rule 12b-2 of the Exchange Act).

YES       NO    

As ofNovember 7, 2005, 163,406,829 shares of common stock, $0.01 par valueper share, were issued andoutstanding.

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ALAMOSAHOLDINGS, INC. TABLE OFCONTENTS

|                |  |                                                                                                                       |  |        |  |  |  |  |  |  |
|----------------|--|-----------------------------------------------------------------------------------------------------------------------|--|--------|--|--|--|--|--|--|
|           |  |                                                                                                                  |  | PAGE   |
| PARTI          |  | FINANCIALINFORMATION                                                                                                  |  |   |
| Item1.         |  | FinancialStatements                                                                                                   |  |   |
|           |  | ConsolidatedBalance Sheets at September 30, 2005 and December 31, 2004(unaudited)                                     |  | 1      |
|           |  | ConsolidatedStatements of Operations for the three months and nine months endedSeptember 30, 2005 and 2004(unaudited) |  | 2      |
|           |  | ConsolidatedStatements of Cash Flows for the nine months ended September 30, 2005and 2004 (unaudited)                 |  | 3      |
|           |  | Notes to theConsolidated Financial Statements                                                                         |  | 5      |
| Item2.         |  | Management's Discussion and Analysis of FinancialCondition and Results of Operations                                  |  | 26     |
| Item3.         |  | Quantitative and Qualitative Disclosures About MarketRisk                                                             |  | 37     |
| Item 4.        |  | Controls andProcedures                                                                                                |  | 38     |
| PARTII         |  | OTHER INFORMATION                                                                                                     |  |   |
| Item1.         |  | Legal Proceedings                                                                                                     |  | 39     |
| Item2.         |  | Unregistered Sales of Equity Securities and Use ofProceeds                                                            |  | 39     |
| Item 3.        |  | Defaults UponSenior Securities                                                                                        |  | 39     |
| Item4.         |  | Submission of Matters to a Vote of SecurityHolders                                                                    |  | 39     |
| Item 5.        |  | OtherInformation                                                                                                      |  | 39     |
| Item6.         |  | Exhibits                                                                                                              |  | 39     |
| **SIGNATURES** |  | 40                                                                                                                    |
|                |

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PART I – FINANCIALINFORMATION ITEM 1. FINANCIAL STATEMENTS

ALAMOSAHOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (UNAUDITED)(dollars in thousands, except shareinformation)

|                                                                                                                                   |  |                   |           |                  |  |        |           |         |  |  |
|-----------------------------------------------------------------------------------------------------------------------------------|--|-------------------|-----------|------------------|--|--------|-----------|---------|--|--|
|                                                                                                                              |  | September30, 2005 |           | December 31,2004 |
| ASSETS                                                                                                                            |  |              |      |             |  |   |      |    |
| Currentassets:                                                                                                                    |  |              |      |             |  |   |      |    |
| Cash and cashequivalents                                                                                                          |  | $                 | 102,248   |             |  | $      | 129,917   |    |
| Shortterminvestments                                                                                                              |  |              | 87,073    |             |  |   | 50,418    |    |
| Customeraccounts receivable,net                                                                                                   |  |              | 72,857    |             |  |   | 44,687    |    |
| ReceivablefromSprint                                                                                                              |  |              | 34,777    |             |  |   | 24,809    |    |
| Interestreceivable                                                                                                                |  |              | 202       |             |  |   | 216       |    |
| Inventory                                                                                                                         |  |              | 13,333    |             |  |   | 9,136     |    |
| Prepaidexpenses and otherassets                                                                                                   |  |              | 18,259    |             |  |   | 13,170    |    |
| Deferredcustomer acquisitioncosts                                                                                                 |  |              | 5,282     |             |  |   | 6,337     |    |
| Deferredtaxasset                                                                                                                  |  |              | 15,941    |             |  |   | 4,230     |    |
| Totalcurrentassets                                                                                                                |  |              | 349,972   |             |  |   | 282,920   |    |
| Propertyand equipment,net                                                                                                         |  |              | 546,553   |             |  |   | 441,808   |    |
| Debtissuance costs,net                                                                                                            |  |              | 8,334     |             |  |   | 9,086     |    |
| Earlyredemption option on preferredstock                                                                                          |  |              | —   |             |  |   | 21,387    |    |
| Goodwill                                                                                                                          |  |              | 245,410   |             |  |   | —   |    |
| Intangibleassets,net                                                                                                              |  |              | 767,923   |             |  |   | 416,716   |    |
| Othernoncurrentassets                                                                                                             |  |              | 5,668     |             |  |   | 4,188     |    |
| Totalassets                                                                                                                       |  | $                 | 1,923,860 |             |  | $      | 1,176,105 |    |
| LIABILITIES,MANDATORILY REDEEMABLE CONVERTIBLE PREFERRED STOCK ANDSTOCKHOLDERS' EQUITY                                            |  |              |      |             |  |   |      |    |
| Currentliabilities:                                                                                                               |  |              |      |             |  |   |      |    |
| Accountspayable                                                                                                                   |  | $                 | 17,110    |             |  | $      | 24,692    |    |
| Accruedexpenses                                                                                                                   |  |              | 61,417    |             |  |   | 43,916    |    |
| PayabletoSprint                                                                                                                   |  |              | 34,394    |             |  |   | 35,852    |    |
| Interestpayable                                                                                                                   |  |              | 19,493    |             |  |   | 21,076    |    |
| Deferredrevenue                                                                                                                   |  |              | 32,981    |             |  |   | 22,549    |    |
| Currentinstallments of capitalleases                                                                                              |  |              | 106       |             |  |   | 110       |    |
| Totalcurrentliabilities                                                                                                           |  |              | 165,501   |             |  |   | 148,195   |    |
| Longterm liabilities:                                                                                                             |  |              |      |             |  |   |      |    |
| Capitalleaseobligations                                                                                                           |  |              | 671       |             |  |   | 749       |    |
| Othernoncurrentliabilities                                                                                                        |  |              | 11,631    |             |  |   | 5,835     |    |
| Deferredtaxliability                                                                                                              |  |              | 49,587    |             |  |   | 16,362    |    |
| Seniornotes                                                                                                                       |  |              | 1,094,475 |             |  |   | 739,141   |    |
| Totallong termliabilities                                                                                                         |  |              | 1,156,364 |             |  |   | 762,087   |    |
| Totalliabilities                                                                                                                  |  |              | 1,321,865 |             |  |   | 910,282   |    |
| Commitmentsand contingencies (see Note16)                                                                                         |  |              | —   |             |  |   | —   |    |
| Mandatorilyredeemable convertible preferredstock:                                                                                 |  |              |      |             |  |   |      |    |
| Series B preferredstock, $.01 par value; 750,000 shares authorized; 220,301 and478,987 shares issued and outstanding,respectively |  |              | 66,666    |             |  |   | 161,148   |    |
| SeriesC preferred stock, $.01 par value; 500,000 shares authorized; no sharesissued                                               |  |              | —   |             |  |   | —   |    |
| Totalmandatorily redeemable convertible preferredstock                                                                            |  |              | 66,666    |             |  |   | 161,148   |    |
| Stockholders'equity:                                                                                                              |  |              |      |             |  |   |      |    |
| Preferred stock,$.01 par value; 8,750,000 shares authorized; no sharesissued                                                      |  |              | —   |             |  |   | —   |    |
| Commonstock, $.01 par value; 290,000,000 shares authorized; 163,389,291and 114,895,245 shares issued and outstanding,respectively |  |              | 1,634     |             |  |   | 1,149     |    |
| Additionalpaid-incapital                                                                                                          |  |              | 1,289,563 |             |  |   | 860,425   |    |
| Accumulateddeficit                                                                                                                |  |              | (754,213  | )           |  |   | (756,834  | )  |
| Unearnedcompensation                                                                                                              |  |              | (1,655    | )           |  |   | (65       | )  |
| Totalstockholders'equity                                                                                                          |  |              | 535,329   |             |  |   | 104,675   |    |
| Totalliabilities and stockholders'equity                                                                                          |  | $                 | 1,923,860 |             |  | $      | 1,176,105 |    |
|                                                                                                                                   |

Theaccompanying notes are an integral part of the consolidated financialstatements.

1

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ALAMOSA HOLDINGS, INC. CONSOLIDATEDSTATEMENTS OF OPERATIONS (UNAUDITED)(dollars inthousands, except per shareamounts)

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                        |             |                                      |  |        |             |         |  |        |             |         |  |        |             |         |  |  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|----------------------------------------|-------------|--------------------------------------|--|--------|-------------|---------|--|--------|-------------|---------|--|--------|-------------|---------|--|--|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | Forthe three months ended September 30 |             | For the ninemonths ended September30 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | 2005                                   |             | 2004                                 |  | 2005   |             | 2004    |
| Revenues:                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                   |        |                                 |  |   |        |    |  |   |        |    |  |   |        |    |
| Subscriberrevenues                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | $                                      | 239,474     |                                 |  | $      | 143,623     |    |  | $      | 667,146     |    |  | $      | 401,938     |    |
| Roamingand wholesalerevenues                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                                   | 98,284      |                                 |  |   | 59,106      |    |  |   | 256,428     |    |  |   | 153,964     |    |
| Servicerevenues                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                   | 337,758     |                                 |  |   | 202,729     |    |  |   | 923,574     |    |  |   | 555,902     |    |
| Productsales                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                                   | 11,667      |                                 |  |   | 8,637       |    |  |   | 33,002      |    |  |   | 25,483      |    |
| Totalrevenue                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                                   | 349,425     |                                 |  |   | 211,366     |    |  |   | 956,576     |    |  |   | 581,385     |    |
| Costsand expenses:                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                                   |        |                                 |  |   |        |    |  |   |        |    |  |   |        |    |
| Cost of service and operations(excluding depreciation shown separately below of $25,462 and $17,327for the three months ended September 30, 2005 and 2004, respectively,and $72,120 and $51,263 for the nine months ended September 30, 2005and 2004, respectively, and excluding non-cash compensation of $114 and$2 for the three months ended September 30, 2005 and 2004,respectively, and $252 and $6 for the nine months ended September 30,2005 and 2004,respectively) |  |                                   | 170,652     |                                 |  |   | 99,250      |    |  |   | 455,523     |    |  |   | 276,528     |    |
| Costof productssold                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                   | 28,763      |                                 |  |   | 20,265      |    |  |   | 87,295      |    |  |   | 56,427      |    |
| Sellingandmarketing                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                   | 46,982      |                                 |  |   | 40,090      |    |  |   | 138,270     |    |  |   | 102,922     |    |
| Generaland administrative expenses (excluding non-cash compensation of $987and $28 for the three months ended September 30, 2005 and 2004,respectively, and $2,336 and $75 for the nine months ended September30, 2005 and 2004,respectively)                                                                                                                                                                                                                                 |  |                                   | 8,826       |                                 |  |   | 5,861       |    |  |   | 27,141      |    |  |   | 17,284      |    |
| Mergerrelatedexpenses                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                   | —     |                                 |  |   | —     |    |  |   | 1,280       |    |  |   | —     |    |
| Depreciationandamortization                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                   | 55,995      |                                 |  |   | 25,886      |    |  |   | 152,554     |    |  |   | 78,793      |    |
| Losson disposal of property andequipment                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                   | 406         |                                 |  |   | 172         |    |  |   | 513         |    |  |   | 3,082       |    |
| Non-cashcompensation                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                   | 1,101       |                                 |  |   | 30          |    |  |   | 2,588       |    |  |   | 81          |    |
| Totalcosts andexpenses                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                   | 312,725     |                                 |  |   | 191,554     |    |  |   | 865,164     |    |  |   | 535,117     |    |
| Incomefromoperations                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                   | 36,700      |                                 |  |   | 19,812      |    |  |   | 91,412      |    |  |   | 46,268      |    |
| Losson debtextinguishment                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                   | —     |                                 |  |   | —     |    |  |   | (482        | )  |  |   | (13,101     | )  |
| Gain(loss) on derivativeinstruments                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                   | 571         |                                 |  |   | 1,200       |    |  |   | (13,505     | )  |  |   | 1,946       |    |
| Interestand otherincome                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                                   | 1,737       |                                 |  |   | 362         |    |  |   | 4,410       |    |  |   | 751         |    |
| Interestexpense                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                   | (26,088     | )                               |  |   | (19,206     | )  |  |   | (73,737     | )  |  |   | (56,393     | )  |
| Income(loss) before incometaxes                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                   | 12,920      |                                 |  |   | 2,168       |    |  |   | 8,098       |    |  |   | (20,529     | )  |
| Incometaxexpense                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                   | (10,053     | )                               |  |   | —     |    |  |   | (5,477      | )  |  |   | (557        | )  |
| Netincome(loss)                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                   | 2,867       |                                 |  |   | 2,168       |    |  |   | 2,621       |    |  |   | (21,086     | )  |
| Preferredstockdividend                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                   | (1,041      | )                               |  |   | (2,282      | )  |  |   | (4,041      | )  |  |   | (8,078      | )  |
| Preferredstock conversionpremium                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                   | —     |                                 |  |   | (160        | )  |  |   | (5,506      | )  |  |   | (6,600      | )  |
| Netincome (loss) attributable to commonstockholders                                                                                                                                                                                                                                                                                                                                                                                                                           |  | $                                      | 1,826       |                                 |  | $      | (274        | )  |  | $      | (6,926      | )  |  | $      | (35,764     | )  |
| Netincome (loss) per commonshare:                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                   |        |                                 |  |   |        |    |  |   |        |    |  |   |        |    |
| Basic                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | $                                      | 0.01        |                                 |  | $      | (0.00       | )  |  | $      | (0.05       | )  |  | $      | (0.35       | )  |
| Diluted                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  | $                                      | 0.01        |                                 |  | $      | (0.00       | )  |  | $      | (0.05       | )  |  | $      | (0.35       | )  |
| Weightedaverage common sharesoutstanding:                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                   |        |                                 |  |   |        |    |  |   |        |    |  |   |        |    |
| Basic                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                   | 162,434,441 |                                 |  |   | 112,845,429 |    |  |   | 149,609,302 |    |  |   | 103,441,770 |    |
| Diluted                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                                   | 165,344,812 |                                 |  |   | 112,845,429 |    |  |   | 149,609,302 |    |  |   | 103,441,770 |    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

Theaccompanying notes are an integral part of the consolidated financialstatements.

2

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ALAMOSA HOLDINGS, INC. CONSOLIDATEDSTATEMENTS OF CASH FLOWS (UNAUDITED)(dollars inthousands)

|                                                                                       |  |                                       |          |         |  |        |          |         |  |  |
|---------------------------------------------------------------------------------------|--|---------------------------------------|----------|---------|--|--------|----------|---------|--|--|
|                                                                                  |  | Forthe nine months ended September30, |
|                                                                                  |  | 2005                                  |          | 2004    |
| Cashflows from operatingactivities:                                                   |  |                                  |     |    |  |   |     |    |
| Net income(loss)                                                                      |  | $                                     | 2,621    |    |  | $      | (21,086  | )  |
| Adjustmentsto reconcile net income (loss) to net cash provided byoperatingactivities: |  |                                  |     |    |  |   |     |    |
| Non-cashcompensation                                                                  |  |                                  | 2,588    |    |  |   | 81       |    |
| Non-cashinterest expense on derivativeinstruments                                     |  |                                  | —  |    |  |   | 6        |    |
| Non-cashaccretion of asset retirementobligations                                      |  |                                  | 222      |    |  |   | 139      |    |
| Non-cash(gain) loss on derivativeinstruments                                          |  |                                  | 13,505   |    |  |   | (1,946   | )  |
| Provisionfor baddebts                                                                 |  |                                  | 10,054   |    |  |   | 7,603    |    |
| Depreciationand amortization of property andequipment                                 |  |                                  | 75,183   |    |  |   | 54,269   |    |
| Amortizationof intangibleassets                                                       |  |                                  | 77,371   |    |  |   | 24,524   |    |
| Amortizationof financing costs included in interestexpense                            |  |                                  | 681      |    |  |   | 718      |    |
| Amortizationof debtpremium                                                            |  |                                  | (2,039   | )  |  |   | —  |    |
| Losson debtextinguishment                                                             |  |                                  | 482      |    |  |   | 13,101   |    |
| Interestaccreted on discountnotes                                                     |  |                                  | 15,371   |    |  |   | 18,351   |    |
| Deferredincometaxes                                                                   |  |                                  | 4,033    |    |  |   | —  |    |
| Loss ondisposal of property andequipment                                              |  |                                  | 513      |    |  |   | 3,082    |    |
| Mergerrelatedexpenses                                                                 |  |                                  | 1,280    |    |  |   | —  |    |
| (Increase)decreasein:                                                                 |  |                                  |     |    |  |   |     |    |
| Receivables                                                                           |  |                                  | (7,398   | )  |  |   | (20,318  | )  |
| Inventory                                                                             |  |                                  | 134      |    |  |   | 531      |    |
| Prepaidexpenses and otherassets                                                       |  |                                  | 524      |    |  |   | 1,816    |    |
| Increase(decrease) in:                                                                |  |                                  |     |    |  |   |     |    |
| Accounts payable andaccruedexpenses                                                   |  |                                  | (46,037  | )  |  |   | 7,571    |    |
| Netcash provided by operatingactivities                                               |  |                                  | 149,088  |    |  |   | 88,442   |    |
| Cashflows from investing activities:                                                  |  |                                  |     |    |  |   |     |    |
| Proceedsfrom sale ofassets                                                            |  |                                  | 303      |    |  |   | 569      |    |
| Purchases ofproperty andequipment                                                     |  |                                  | (112,453 | )  |  |   | (63,765  | )  |
| Purchaseof intangibleasset                                                            |  |                                  | —  |    |  |   | (453     | )  |
| Acquisitionof business, net of cashpaid                                               |  |                                  | (70,790  | )  |  |   | —  |    |
| Mergerrelatedexpenses                                                                 |  |                                  | (436     | )  |  |   | —  |    |
| Changein restrictedcash                                                               |  |                                  | —  |    |  |   | 1        |    |
| Change inshort terminvestments                                                        |  |                                  | 7,969    |    |  |   | (50,342  | )  |
| Netcash used in investingactivities                                                   |  |                                  | (175,407 | )  |  |   | (113,990 | )  |
| Cashflows from financingactivities:                                                   |  |                                  |     |    |  |   |     |    |
| Proceeds from issuanceof seniornotes                                                  |  |                                  | —  |    |  |   | 250,000  |    |
| Redemptionof seniornotes                                                              |  |                                  | (6,800   | )  |  |   | —  |    |
| Repaymentsof borrowings under senior secureddebt                                      |  |                                  | —  |    |  |   | (200,000 | )  |
| Mergerrelatedexpenses                                                                 |  |                                  | (844     | )  |  |   | —  |    |
| Debtissuancecosts                                                                     |  |                                  | —  |    |  |   | (8,206   | )  |
| Preferredstockdividends                                                               |  |                                  | (4,849   | )  |  |   | (8,349   | )  |
| Preferredstock conversionpremium                                                      |  |                                  | —  |    |  |   | (276     | )  |
| Stockoptionsexercised                                                                 |  |                                  | 10,058   |    |  |   | 1,441    |    |
| Sharesissued to employee stock purchaseplan                                           |  |                                  | 1,165    |    |  |   | 978      |    |
| Proceeds fromrestricted stocksales                                                    |  |                                  | 2        |    |  |   | —  |    |
| Payments oncapitalleases                                                              |  |                                  | (82      | )  |  |   | (415     | )  |
| Netcash provided by (used in) financingactivities                                     |  |                                  | (1,350   | )  |  |   | 35,173   |    |
|                                                                                       |

3

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ALAMOSA HOLDINGS, INC. CONSOLIDATEDSTATEMENTS OF CASH FLOWS (UNAUDITED) (CONTINUED)(dollarsinthousands)

|                                                                       |  |                                       |          |         |  |        |         |         |  |  |
|-----------------------------------------------------------------------|--|---------------------------------------|----------|---------|--|--------|---------|---------|--|--|
|                                                                  |  | Forthe nine months ended September30, |
|                                                                  |  | 2005                                  |          | 2004    |
| Netincrease (decrease) in cash and cashequivalents                    |  |                                  | (27,669  | )  |  |   | 9,625   |    |
| Cash andcash equivalents at beginning ofperiod                        |  |                                  | 129,917  |    |  |   | 99,644  |    |
| Cashand cash equivalents at end ofperiod                              |  | $                                     | 102,248  |    |  | $      | 109,269 |    |
| Supplementaldisclosure of non-cash financing and investingactivities: |  |                                  |     |    |  |   |    |    |
| Stock issued in businesscombination                                   |  | $                                     | 330,848  |    |  | $      | — |    |
| Warrantsassumed in businesscombination                                |  |                                  | 2,568    |    |  |   | — |    |
| Fairvalue of assets acquired in businesscombination                   |  |                                  | 879,457  |    |  |   | — |    |
| Fairvalue of liabilities assumed in businesscombination               |  |                                  | (441,796 | )  |  |   | — |    |
| Conversionof preferredstock                                           |  |                                  | 87,031   |    |  |   | 67,219  |    |
| Preferredstock issued in debtexchange                                 |  |                                  | —  |    |  |   | 51      |    |
| Non-cashfixed assetadditions                                          |  |                                  | 1,277    |    |  |   | — |    |
| Assetretirement obligationscapitalized                                |  |                                  | 437      |    |  |   | 143     |    |
| Capitalizedlease obligationsincurred                                  |  |                                  | —  |    |  |   | 67      |    |
| Change inaccounts payable for purchases of property andequipment      |  |                                  | (9,233   | )  |  |   | (9,532  | )  |
|                                                                       |

Theaccompanying notes are an integral part of the consolidated financialstatements.

4

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ALAMOSAHOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

1.    BASISPRESENTATION OF UNAUDITED INTERIM FINANCIAL INFORMATION

Theunaudited consolidated balance sheets at September 30, 2005 andDecember 31, 2004, the unaudited consolidated statements of operationsfor the three months and nine months ended September 30, 2005 and 2004,the unaudited consolidated statements of cash flows for the nine monthsended September 30, 2005 and 2004 and related footnotes have beenprepared in accordance with accounting principles generally accepted inthe United States of America for interim financial information andArticle 10 of Regulation S-X. Accordingly, they do not include all ofthe information and footnotes required annually by accountingprinciples generally accepted in the United States of America. Thefinancial information presented should be read in conjunction with theaudited consolidated financial statements as of and for the year endedDecember 31, 2004. In the opinion of management, the interim dataincludes all adjustments (consisting of only normally recurringadjustments) necessary for a fair statement of the results for theinterim periods. Operating results for the three months and nine monthsended September 30, 2005 are not necessarily indicative of results thatmay be expected for the year ending December 31, 2005.

Certainreclassifications have been made to prior period balances to conform tocurrent period presentation.

2.    ORGANIZATION AND BUSINESSOPERATIONS

Alamosa Holdings, Inc. ("AlamosaHoldings") is a PCS Affiliate of Sprint with the exclusiveright to provide wireless personal communications services under theSprint brand name in a territory encompassing approximately 23.2million residents. Alamosa Holdings was formed in July 2000. AlamosaHoldings is a holding company and through its subsidiaries provideswireless personal communications services, commonly referred to as PCS,in the Southwestern, Southeastern, Northwestern and Midwestern UnitedStates. Alamosa (Delaware), Inc. ("Alamosa(Delaware)"), a subsidiary of Alamosa Holdings, was formedin October 1999 under the name "Alamosa PCS Holdings,Inc." to operate as a holding company in anticipation ofits initial public offering. On February 3, 2000, Alamosa (Delaware)completed its initial public offering. Immediately prior to the initialpublic offering, shares of Alamosa (Delaware) were exchanged forAlamosa PCS LLC's ("Alamosa LLC")membership interests, and Alamosa LLC became wholly-owned by Alamosa(Delaware).

On December 14, 2000, Alamosa (Delaware) formed anew holding company pursuant to Section 251(g) of the Delaware GeneralCorporation Law. In that transaction, each share of Alamosa (Delaware)was converted into one share of the new holding company, and the formerpublic company, which was renamed "Alamosa (Delaware),Inc." became a wholly-owned subsidiary of the new holdingcompany, which was renamed "Alamosa PCS Holdings,Inc."

On February 14, 2001, Alamosa Holdings becamethe new public holding company of Alamosa PCS Holdings, Inc.("Alamosa PCS Holdings") and its subsidiariespursuant to a reorganization transaction in which a wholly-ownedsubsidiary of Alamosa Holdings was merged with and into Alamosa PCSHoldings. As a result of this reorganization, Alamosa PCS Holdingsbecame a wholly-owned subsidiary of Alamosa Holdings, and each share ofAlamosa PCS Holdings common stock was converted into one share ofAlamosa Holdings common stock.

On February 15, 2005, AlamosaHoldings completed the acquisition of AirGate PCS, Inc.("AirGate"), as discussed in Note 4. Theacquisition was treated as a purchase and the results of operations ofAirGate are included in the Company's consolidated results ofoperations from the date of acquisition.

5

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ALAMOSAHOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

Alamosa Holdings and its subsidiaries arecollectively referred to in these consolidated financial statements asthe "Company,""we," "us" or"our."

Alamosa Holdings common stockis quoted on Nasdaq under the symbol"APCS."

3.    LIQUIDITY AND CAPITALRESOURCES

Since inception, the Company has financed itsoperations through capital contributions from owners, through debtfinancing and through proceeds generated from public offerings ofcommon stock. The proceeds from these transactions have been used tofund the build-out of the Company's portion of the PCS network ofSprint, subscriber acquisition costs and working capital.

Whilethe Company has incurred net losses and negative cash flows fromoperating activities in the past, the Company generated approximately$130 million and $149 million of cash flows from operating activitiesfor the year ended December 31, 2004 and the nine months endedSeptember 30, 2005, respectively.

As of September 30, 2005, theCompany had $102 million in cash and cash equivalents as well as $87million in short-term investments, which the Company believes will besufficient to fund expected capital expenditures and to cover itsworking capital and debt service requirements (including dividends onpreferred stock) for at least the next 12 months.

TheCompany's future liquidity will be dependent on a number offactors influencing its projections of operating cash flows, includingthose related to subscriber growth, average revenue per user, averagemonthly churn and cost per gross addition. Should actual results differsignificantly from these assumptions, the Company's liquidityposition could be adversely affected and it could be in a position thatwould require it to raise additional capital which may or may not beavailable on terms acceptable to the Company, if at all, and could havea material adverse effect on the Company's ability to achieve itsintended business objectives.

4.    MERGERS ANDACQUISITIONS

AirGate PCS — The Company completedthe acquisition of AirGate on February 15, 2005. AirGate was a PCSaffiliate of Sprint with 7.4 million licensed population("POPs") in the Southeastern United States.This acquisition increased the Company's covered POPs byapproximately 6.4 million and included the acquisition of approximately415,000 subscribers. The transaction increased the size and scale ofthe Company's operations and provided synergies in the form ofthe elimination of certain fixed costs in AirGate's historicalactivity. The transaction was accounted for under the purchase methodof accounting and the results of the acquired company are included inthese consolidated financial statements from the date ofacquisition.

The merger consideration consisted of 26.1 millionshares of Alamosa Holdings common stock valued at $12.66 per share,representing the average closing price of Alamosa Holdings common stockfrom February 10, 2005 to February 15, 2005, and approximately $100.0million in cash plus direct transaction costs of approximately $6.4million. The Company also assumed the debt of AirGate in thetransaction, which had a fair value of approximately $348.4 million asof February 15, 2005.

6

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ALAMOSAHOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

The Company obtained an independentvaluation of certain assets of AirGate to facilitate the allocation ofthe purchase price. The preliminary result of the allocation is asfollows:

|                                                    |  |        |         |        |  |  |
|----------------------------------------------------|--|--------|---------|--------|--|--|
| Consideration:                                     |  |   |    |   |
| Commonstock issued                                 |  | $      | 330,848 |   |
| Common stock warrantsassumed                       |  |   | 383     |   |
| Cash consideration to AirGatestockholders          |  |   | 100,001 |   |
| Totalconsideration                                 |  |   | 431,232 |   |
| Directtransaction costs                            |  |   | 6,429   |   |
| Long-termdebt assumed                              |  |   | 348,391 |   |
| Otherliabilities assumed (including deferredtaxes) |  |   | 93,405  |   |
| Totalpurchaseprice                                 |  |   | 879,457 |   |
| Allocatedto:                                       |  |   |    |   |
| Currentassets                                      |  |   | 130,996 |   |
| Property andequipment                              |  |   | 77,085  |   |
| Other tangible non-currentassets                   |  |   | 966     |   |
| Intangible assets (other thangoodwill)             |  |   | 425,000 |   |
| Goodwill                                           |  | $      | 245,410 |   |
|                                                    |

Theunaudited pro forma condensed consolidated statements of operations forthe three months ended September 30, 2004 and for the nine months endedSeptember 30, 2005 and 2004 set forth below present the results ofoperations as if the acquisition had occurred at the beginning of eachperiod and are not necessarily indicative of future results or actualresults that would have been achieved had these acquisitions occurredas of the beginning of theperiod.

|                                                             |  |                                            |             |                                      |  |        |             |         |  |        |             |         |  |  |
|-------------------------------------------------------------|--|--------------------------------------------|-------------|--------------------------------------|--|--------|-------------|---------|--|--------|-------------|---------|--|--|
|                                                        |  | Forthe threemonths endedSeptember 30, 2004 |             | Forthe nine months endedSeptember30, |
|                                                        |  | 2005                                       |             | 2004                                 |  |
| Totalrevenues                                               |  | $                                          | 301,967     |                                 |  | $      | 1,004,860   |    |  | $      | 834,337     |    |
| Lossbefore incometax                                        |  |                                       | (445        | )                               |  |   | (1,592      | )  |  |   | (51,633     | )  |
| Incometax (expense)benefit                                  |  |                                       | —     |                                 |  |   | 1,077       |    |  |   | (1,401      | )  |
| Netloss                                                     |  |                                       | (445        | )                               |  |   | (515        | )  |  |   | (53,034     | )  |
| Preferredstockdividends                                     |  |                                       | (2,282      | )                               |  |   | (4,041      | )  |  |   | (8,078      | )  |
| Preferredstock conversionpremium                            |  |                                       | (160        | )                               |  |   | (5,506      | )  |  |   | (6,600      | )  |
| Netloss attributable to commonstockholders                  |  | $                                          | (2,887      | )                               |  | $      | (10,062     | )  |  | $      | (67,712     | )  |
| Basicand diluted net loss pershare                          |  | $                                          | (0.02       | )                               |  | $      | (0.07       | )  |  | $      | (0.52       | )  |
| Weightedaverage common shares outstanding, basic anddiluted |  |                                       | 138,979,566 |                                 |  |   | 153,917,127 |    |  |   | 129,575,907 |    |
|                                                             |

Cleartalk— The Company entered into an asset purchase agreement withNTCH Colorado, Inc. ("NTCH") in February 2005with respect to the purchase of certain assets in the Grand Junction,Colorado Basic Trading Area ("BTA"). NTCHoperated a wireless telecommunication network in the 

7

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ALAMOSAHOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

Grand Junction, Colorado BTA under the brandname Cleartalk. In accordance with the purchase agreement, the Companyacquired subscribers and entered into operating leases for wirelesstower space from NTCH and NTCH eliminated the Cleartalk brand from theGrand Junction BTA. The commencement date of this agreement wasSeptember 1, 2005, at which time the purchase price was fixed based onthe number of Cleartalk subscribers that had been successfullyconverted to the Company's network. The agreement also providedfor the Company to reimburse NTCH for lost earnings during thetransition period, which was the period from the execution of theagreement in February 2005 through the commencement date of September1, 2005 and amounted to approximately $865.

The consideration tothe seller is made up of the $865 for lost earnings discussed above anda monthly cash payment of $143 for five years beginning September 1,2005. Included in the monthly payment is $91 related to the operatingleases entered into and $52 in consideration for the subscribers andelimination of the Cleartalk brand. The purchase price was allocated tothe assets received based on relative fair value.

5.    EARNINGS PER SHARE

Basic earnings per share("EPS") are based upon the weighted averagenumber of common shares outstanding for the period. Diluted EPS iscomputed in the same manner as basic EPS after assuming the issuance ofcommon stock for all potentially dilutive shares, whether exercisableor not.

The Series B Preferred Stock is a participatingsecurity, such that in the event a dividend is declared or paid on thecommon stock, the Company must simultaneously declare and pay adividend on the Series B Preferred Stock as if it had been convertedinto common stock. The Company uses the two-class method for itsparticipating securities for EPS calculations. The following is areconciliation of basic and diluted EPS for the three and nine monthperiods ending September 30, 2005 and 2004:

Basic EPS– Two ClassMethod:

|                                                     |  |                                        |             |                                      |  |        |             |         |  |        |             |         |  |        |             |         |  |  |
|-----------------------------------------------------|--|----------------------------------------|-------------|--------------------------------------|--|--------|-------------|---------|--|--------|-------------|---------|--|--------|-------------|---------|--|--|
|                                                |  | Forthe three months endedSeptember 30, |             | For the ninemonths endedSeptember30, |
|                                                |  | 2005                                   |             | 2004                                 |  | 2005   |             | 2004    |
| Netincome(loss)                                     |  | $                                      | 2,867       |                                 |  | $      | 2,168       |    |  | $      | 2,621       |    |  | $      | (21,086     | )  |
| Preferredstockdividend                              |  |                                   | (1,041      | )                               |  |   | (2,282      | )  |  |   | (4,041      | )  |  |   | (8,078      | )  |
| Preferredstock conversionpremium                    |  |                                   | —     |                                 |  |   | (160        | )  |  |   | (5,506      | )  |  |   | (6,600      | )  |
| Netincome (loss) attributable to commonstockholders |  |                                   | 1,826       |                                 |  |   | (274        | )  |  |   | (6,926      | )  |  |   | (35,764     | )  |
| Amountallocable to commonstockholders               |  |                                   | 91          | %                               |  |   | 100         | %  |  |   | 100         | %  |  |   | 100         | %  |
| Rightsto undistributed earnings(losses)             |  |                                   | 1,662       |                                 |  |   | (274        | )  |  |   | (6,926      | )  |  |   | (35,764     | )  |
| Weightedaverage common sharesoutstanding            |  |                                   | 162,434,441 |                                 |  |   | 112,845,429 |    |  |   | 149,609,302 |    |  |   | 103,441,770 |    |
| BasicEPS                                            |  | $                                      | 0.01        |                                 |  | $      | (0.00       | )  |  | $      | (0.05       | )  |  | $      | (0.35       | )  |
|                                                     |

8

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ALAMOSAHOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

DilutedEPS:

|                                                     |  |                                        |             |                                      |  |        |             |         |  |        |             |         |  |        |             |         |  |  |
|-----------------------------------------------------|--|----------------------------------------|-------------|--------------------------------------|--|--------|-------------|---------|--|--------|-------------|---------|--|--------|-------------|---------|--|--|
|                                                |  | Forthe three months endedSeptember 30, |             | For the ninemonths endedSeptember30, |
|                                                |  | 2005                                   |             | 2004                                 |  | 2005   |             | 2004    |
| Netincome (loss) attributable to commonstockholders |  | $                                      | 1,826       |                                 |  | $      | (274        | )  |  | $      | (6,926      | )  |  | $      | (35,764     | )  |
| Weightedaverage common sharesoutstanding            |  |                                   | 162,434,441 |                                 |  |   | 112,845,429 |    |  |   | 149,609,302 |    |  |   | 103,441,770 |    |
| Dilutiveeffect of stockoptions                      |  |                                   | 2,444,707   |                                 |  |   | —     |    |  |   | —     |    |  |   | —     |    |
| Dilutiveeffect ofwarrants                           |  |                                   | 8,163       |                                 |  |   | —     |    |  |   | —     |    |  |   | —     |    |
| Dilutiveeffect of unvested restrictedstock          |  |                                   | 457,501     |                                 |  |   | —     |    |  |   | —     |    |  |   | —     |    |
| Dilutedweighted average common sharesoutstanding    |  |                                   | 165,344,812 |                                 |  |   | 112,845,429 |    |  |   | 149,609,302 |    |  |   | 103,441,770 |    |
| DilutedEPS                                          |  | $                                      | 0.01        |                                 |  | $      | (0.00       | )  |  | $      | (0.05       | )  |  | $      | (0.35       | )  |
|                                                     |

Stockoptions of 2,830,485, 2,523,268 and 2,941,948 have been excluded fromthe diluted weighted average common shares outstanding for the threemonths ended September 30, 2004 and the nine months ended September 30,2005 and 2004, respectively, as the impact would be antidilutive.

Shares underlying warrants of 8,162 have been excluded from thediluted weighted average common shares outstanding for the nine monthsended September 30, 2005, as the impact would be antidilutive. TheCompany had no warrants in the three and nine months ended September30, 2004.

Restricted stock of 400,000, 457,501 and 400,000 havebeen excluded from the diluted weighted average common sharesoutstanding for the three months ended September 30, 2004 and the ninemonths ended September 30, 2005 and 2004, respectively, as the impactwould be antidilutive.

The Series B Preferred Stock isconsidered in diluted EPS using the"if-converted" method if the impact isdilutive. Approximately 16.2 million shares underlying the Series BPreferred Stock has been excluded from the diluted weighted averagecommon shares outstanding for the three and nine months ended September30, 2005, as the impact would be antidilutive. Approximately 35.3million shares underlying the Series B Preferred Stock has beenexcluded from the diluted weighted average common shares outstandingfor the three and nine months ended September 30, 2004, as the impactwould be antidilutive.

6.    STOCK-BASEDCOMPENSATION

The Company has elected to follow AccountingPrinciples Board ("APB") Opinion No. 25,"Accounting for Stock Issued to Employees"and related interpretations in accounting for its employee stockoptions. No stock-based employee compensation cost related to optiongrants is reflected in the consolidated statements of operations forthe three months and nine months ended September 30, 2005 or 2004, asall options granted by the Company had an exercise price equal to orgreater than the market value of the underlying common stock on thedate of grant. Non-cash compensation expense reflected in theconsolidated statements of operations for the three month and ninemonth periods ended September 30, 2005 and 2004 is related to thevesting of shares of restricted stock awarded to officers and directorsand unrestricted shares of stock awarded to directors and is notrelated to the granting of stock options. The following tableillustrates the effect on net loss and 

9

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ALAMOSAHOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

net loss per share if the Company had appliedthe fair value recognition provisions of Statement of FinancialAccounting Standards ("SFAS") No. 123,"Accounting for Stock-Based Compensation," tostock-based employee compensation:

|                                                                                                                              |  |                                        |         |                                      |  |        |        |         |  |        |        |         |  |        |         |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------|--|----------------------------------------|---------|--------------------------------------|--|--------|--------|---------|--|--------|--------|---------|--|--------|---------|---------|--|--|
|                                                                                                                         |  | Forthe three months endedSeptember 30, |         | For the ninemonths endedSeptember30, |
|                                                                                                                         |  | 2005                                   |         | 2004                                 |  | 2005   |        | 2004    |
| Netincome (loss) – asreported                                                                                          |  | $                                      | 2,867   |                                 |  | $      | 2,168  |    |  | $      | 2,621  |    |  | $      | (21,086 | )  |
| Add:stock-based employee compensation included in reported net loss, net ofrelatedtax                                        |  |                                   | 683     |                                 |  |   | 30     |    |  |   | 1,605  |    |  |   | 81      |    |
| Deduct:stock-based employee compensation expense determined under fair valuemethod for all awards, net of related taxeffects |  |                                   | (1,332  | )                               |  |   | (3,662 | )  |  |   | (3,678 | )  |  |   | (6,442  | )  |
| Netincome (loss) – proforma                                                                                            |  |                                   | 2,218   |                                 |  |   | (1,464 | )  |  |   | 548    |    |  |   | (27,447 | )  |
| Preferredstockdividend                                                                                                       |  |                                   | (1,041  | )                               |  |   | (2,282 | )  |  |   | (4,041 | )  |  |   | (8,078  | )  |
| Preferredstock conversionpremium                                                                                             |  |                                   | — |                                 |  |   | (160   | )  |  |   | (5,506 | )  |  |   | (6,600  | )  |
| Netincome (loss) attributable to common stockholders – proforma                                                        |  | $                                      | 1,177   |                                 |  | $      | (3,906 | )  |  | $      | (8,999 | )  |  | $      | (42,125 | )  |
| Netincome (loss) per share – asreported:                                                                               |  |                                   |    |                                 |  |   |   |    |  |   |   |    |  |   |    |    |
| Basic                                                                                                                        |  | $                                      | 0.01    |                                 |  | $      | (0.00  | )  |  | $      | (0.05  | )  |  | $      | (0.35   | )  |
| Diluted                                                                                                                      |  | $                                      | 0.01    |                                 |  | $      | (0.00  | )  |  | $      | (0.05  | )  |  | $      | (0.35   | )  |
| Netincome (loss) per share – proforma:                                                                                 |  |                                   |    |                                 |  |   |   |    |  |   |   |    |  |   |    |    |
| Basic                                                                                                                        |  | $                                      | 0.01    |                                 |  | $      | (0.03  | )  |  | $      | (0.06  | )  |  | $      | (0.41   | )  |
| Diluted                                                                                                                      |  | $                                      | 0.01    |                                 |  | $      | (0.03  | )  |  | $      | (0.06  | )  |  | $      | (0.41   | )  |
|                                                                                                                              |

7.    ACCOUNTSRECEIVABLE

Customer accounts receivable —Customer accounts receivable represent amounts owed to the Companyby subscribers for PCS service. Customer accounts receivable do notbear interest.

The amounts presented in the consolidated balancesheets are net of an allowance for uncollectible accounts of $9,670 and$5,728 at September 30, 2005 and December 31, 2004, respectively.Estimates are used in determining the allowance for uncollectibleaccounts and are based on the Company's historical collectionexperience, current trends, credit policy, a percentage of accountsreceivable by aging category and expectations of future bad debts basedon current collection activities. In determining the allowance, theCompany considers historical write-offs of its receivables as well ashistorical changes in its credit policies. The Company also takes intoconsideration current trends in the credit quality of its customerbase.

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ALAMOSAHOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

Receivable from Sprint —Receivable from Sprint in the accompanying consolidated balancesheets consists of thefollowing:

|                             |  |                   |        |                   |  |        |        |        |  |  |
|-----------------------------|--|-------------------|--------|-------------------|--|--------|--------|--------|--|--|
|                        |  | September30, 2005 |        | December 31, 2004 |
| Net roamingreceivable       |  | $                 | 25,124 |              |  | $      | 20,948 |   |
| Accruedservice revenue      |  |              | 8,486  |              |  |   | 2,910  |   |
| Otheramounts due fromSprint |  |              | 1,167  |              |  |   | 951    |   |
|                        |  | $                 | 34,777 |              |  | $      | 24,809 |   |
|                             |

Netroaming receivable includes net travel revenue due from Sprint relativeto 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 Sprintrelative to the Company's subscribers who utilize the PCS networkof Sprint outside of the Company's licensed territory. Thereceivable is recorded net due to a right of offset with respect to thereceivable from/payable to Sprint with respect to travel and the factthat the activity has historically been settled on a net basis bySprint. In addition, net roaming receivable also includes amounts duefrom Sprint, which have been collected from other PCS providers andwholesale customers for their customers' usage of theCompany's portion of the PCS network of Sprint.

Accruedservice revenue represents the Company's estimate of airtimeusage and other charges that have been earned but not billed at the endof the period.

Other amounts due from Sprint at September 30,2005 and December 31, 2004 primarily consist of universal service fundrecoveries and interconnect revenue receivable.

8.    PROPERTY AND EQUIPMENT

Property and equipment arestated net of accumulated depreciation and amortization of $321.4million and $246.4 million at September 30, 2005 and December 31, 2004,respectively.

9.    ASSET RETIREMENT OBLIGATIONS

Forthe Company's leased telecommunications facilities, primarilyconsisting of cell sites and switch site operating leases and operatingleases for retail and office space, the Company has adopted SFAS No.143, "Accounting for Asset RetirementObligations," as of January 1, 2003. The obligationsassociated with the Company's operating leases primarily relateto the restoration of the leased sites to specified conditionsdescribed in the respective lease agreements. For purposes ofdetermining 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 rate method. A corresponding asset is recorded atthe inception 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.

11

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ALAMOSAHOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

The following table illustrates theactivity with respect to asset retirement obligations for the threemonths and nine months ended September 30, 2005 and2004:

|                                                            |  |                                        |         |                                      |  |        |         |        |  |        |         |        |  |        |         |        |  |  |
|------------------------------------------------------------|--|----------------------------------------|---------|--------------------------------------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                                                       |  | Forthe three months endedSeptember 30, |         | For the ninemonths endedSeptember30, |
|                                                       |  | 2005                                   |         | 2004                                 |  | 2005   |         | 2004   |
| Balanceat beginning ofperiod                               |  | $                                      | 3,252   |                                 |  | $      | 1,979   |   |  | $      | 2,212   |   |  | $      | 1,813   |   |
| Obligationassumed in connection with acquisition ofAirGate |  |                                   | — |                                 |  |   | — |   |  |   | 575     |   |  |   | — |   |
| Initialobligation recorded during theperiod                |  |                                   | 116     |                                 |  |   | 68      |   |  |   | 437     |   |  |   | 143     |   |
| Obligationssettled during theperiod                        |  |                                   | — |                                 |  |   | — |   |  |   | — |   |  |   | — |   |
| Accretionof obligation during theperiod                    |  |                                   | 78      |                                 |  |   | 48      |   |  |   | 222     |   |  |   | 139     |   |
| Impactof revision inestimates                              |  |                                   | — |                                 |  |   | — |   |  |   | — |   |  |   | — |   |
| Balanceat end ofperiod                                     |  | $                                      | 3,446   |                                 |  | $      | 2,095   |   |  | $      | 3,446   |   |  | $      | 2,095   |   |
|                                                            |

10.    GOODWILLAND INTANGIBLE ASSETS

In connection with the acquisition ofother PCS affiliates of Sprint, the Company allocated portions of therespective purchase prices to identifiable intangible assets consistingof (i) the value of the Sprint agreements in place at the acquiredcompanies and (ii) the value of the subscriber base in place at theacquired companies. In addition to the identifiable intangibles,goodwill has been recorded in the amount by which the purchase priceexceeded the fair value of the net assets acquired, includingidentified intangibles.

The value assigned to the Sprintagreements is being amortized using the straight-line method over theremaining original terms of the agreements that were in place at thetime of acquisition. The value assigned to the subscriber basesacquired is amortized using the straight-line method over the estimatedlife of the acquired subscribers.

In September 2004, the Companypurchased the rights to additional territory from Sprint in connectionwith an amendment of one of its management agreements. The purchaseprice of $467 consisted of $14 allocated to purchased equipment and$453 allocated to the value of the Sprint agreement associated with theterritory acquired. The intangible asset related to the Sprintagreement will be amortized over the remaining original term of theSprint agreement at the time of purchase.

In connection with theacquisition of AirGate in 2005 as discussed in Note 4, the Companyallocated $215,000 to the value of the subscriber base in place atAirGate at the time of acquisition and allocated $210,000 to the valueof the Sprint agreements in place at AirGate at the time ofacquisition. The values were based on an independent appraisal. Thesubscriber base intangible will be amortized over the estimated life ofthe subscribers acquired, or approximately 3 years, and the intangibleassociated with the Sprint agreements in place will be amortized overthe remaining original term of the Sprint agreements assumed in theacquisition, or approximately 13 years.

In connection with thepurchase of assets from NTCH Colorado, Inc. on September 1, 2005 asdiscussed in Note 4, the Company allocated the consideration to theassets received based on relative fair values. The subscribers acquiredwere valued at $3,444 and will be amortized over the estimated life ofthe subscribers acquired or approximately three years. Thenon-competition agreement entered into by the seller was valued at $133and will be amortized over the life of the agreement which is sixyears.

The Company accounts for goodwill and intangible assetsin accordance with the provisions of SFAS No. 142,"Goodwill and Other Intangible Assets." Theprovisions of SFAS No. 142 (i) prohibit 

12

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ALAMOSAHOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

the amortization of goodwill andindefinite-lived intangible 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 may be impaired) and (iii) require that reporting unitsbe identified for the purpose of assessing potential future impairmentsof goodwill. SFAS No. 142 requires that goodwill and indefinite-livedintangible assets be tested annually for impairment using a two-stepprocess.

As a result of the acquisition of AirGate as discussedin Note 4, the Company recorded goodwill of $245,410. In accordancewith the provisions of SFAS No. 142, this goodwill will be testedannually for impairment.

Goodwill and intangible assets consistof:

|                                      |  |                   |          |                  |  |        |          |         |  |  |
|--------------------------------------|--|-------------------|----------|------------------|--|--------|----------|---------|--|--|
|                                 |  | September30, 2005 |          | December 31,2004 |
| Goodwill                             |  | $                 | 245,410  |             |  | $      | —  |    |
| Intangibleassets:                    |  |              |     |             |  |   |     |    |
| Sprint affiliate and otheragreements |  | $                 | 742,653  |             |  | $      | 532,653  |    |
| Accumulatedamortization              |  |              | (148,418 | )           |  |   | (115,937 | )  |
| Subtotal                             |  |              | 594,235  |             |  |   | 416,716  |    |
| Subscriberbaseacquired               |  |              | 247,944  |             |  |   | 29,500   |    |
| Accumulatedamortization              |  |              | (74,387  | )           |  |   | (29,500  | )  |
| Subtotal                             |  |              | 173,557  |             |  |   | —  |    |
| Non-competeagreement                 |  |              | 133      |             |  |   | —  |    |
| Accumulatedamortization              |  |              | (2       | )           |  |   | —  |    |
| Subtotal                             |  |              | 131      |             |  |   | —  |    |
| Intangibleassets,net                 |  | $                 | 767,923  |             |  | $      | 416,716  |    |
|                                      |

Amortizationexpense related to intangible assets was $29,493 and $7,562 for thethree months ended September 30, 2005 and 2004, respectively, and$77,371 and $24,524 for the nine months ended September 30, 2005 and2004, respectively.

Aggregate amortization expense relative tointangible assets for the periods shown is estimated to be asfollows:

|                       |  |        |         |        |  |  |
|-----------------------|--|--------|---------|--------|--|--|
| Yearended December31, |  |   |
| 2005                  |  | $      | 107,060 |   |
| 2006                  |  |   | 117,585 |   |
| 2007                  |  |   | 117,585 |   |
| 2008                  |  |   | 54,877  |   |
| 2009                  |  |   | 45,918  |   |
| Thereafter            |  |   | 402,269 |   |
|                  |  | $      | 845,294 |   |
|                       |

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ALAMOSAHOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

11.    LONG-TERM DEBT

Long-term debt consists of thefollowing:

|                                                |  |                   |           |                  |  |        |         |        |  |  |
|------------------------------------------------|--|-------------------|-----------|------------------|--|--------|---------|--------|--|--|
|                                           |  | September30, 2005 |           | December 31,2004 |
| 12 7/8% Senior DiscountNotes, net ofdiscount   |  | $                 | —   |             |  | $      | 6,293   |   |
| 12%Senior Discount Notes, net ofdiscount       |  |              | 233,303   |             |  |   | 218,028 |   |
| 121⁄2%SeniorNotes                         |  |              | 11,600    |             |  |   | 11,600  |   |
| 13 5/8%Senior Notes                            |  |              | 2,325     |             |  |   | 2,325   |   |
| 11%SeniorNotes                                 |  |              | 250,895   |             |  |   | 250,895 |   |
| 81⁄2%SeniorNotes                          |  |              | 250,000   |             |  |   | 250,000 |   |
| 9 3/8%SeniorNotes                              |  |              | 167,063   |             |  |   | — |   |
| Floating RateNotes                             |  |              | 179,289   |             |  |   | — |   |
| **TotalDebt**                                  |  |              | 1,094,475 |             |  |   | 739,141 |   |
| Lesscurrentmaturities                          |  |              | —   |             |  |   | — |   |
| **Longterm debt, excluding currentmaturities** |  | $                 | 1,094,475 |             |  | $      | 739,141 |   |
|                                                |

SENIORNOTES

12 7/8% Senior DiscountNotes — The 12 7/8% Senior DiscountNotes were issued in February 2000, 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 accreted to their $6,389 face amount on February15, 2005. The 12 7/8% Senior Discount Notes wereredeemed in April 2005 at a premium of $411. Additionally, $71 inunamortized loan costs was charged to expense when the notes wereredeemed.

12% Senior Discount Notes — The12% Senior Discount Notes were issued in November 2003, matureJuly 31, 2009, carry a coupon rate of 12% and provide forinterest deferral through July 31, 2005. The 12% Senior DiscountNotes accreted to their $233 million face amount on July 31, 2005.Beginning January 31, 2006, interest is paid in cash semiannually.

121⁄2% Senior Notes — The121⁄2% Senior Notes were issued in January2001, mature February 1, 2011 and carry a coupon rate of121⁄2%, payable semiannually on February 1 andAugust 1. Approximately $59.0 million of the proceeds of the121⁄2% Senior Notes Offering were used byAlamosa (Delaware) to establish a security account (with cash or U.S.government securities) to secure on a pro rata basis the paymentobligations under the 121⁄2% Senior Notes andthe 12 7/8% Senior Discount Notes. As ofDecember 31, 2004, all of the escrowed proceeds had been used inconnection with payment of cash interest.

13 5/8% Senior Notes — The13 5/8% Senior Notes were issued in August 2001,mature August 15, 2011 and carry a coupon rate of13 5/8%, payable semiannually on February 15 andAugust 15. Approximately $39.1 million of the proceeds of the13 5/8% Senior Notes were used by Alamosa(Delaware) to establish a security account to secure on a pro ratabasis the payment obligations under all of the Company'sunsecured borrowings. As of December 31, 2004, all of the escrowedproceeds had been used in connection with payment of cash interest.

11% Senior Notes — The 11% Senior Noteswere issued in November 2003, mature July 31, 2010 and carry a couponrate of 11%, 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 and forgeneral corporate purposes.

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ALAMOSAHOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

9 3/8% SeniorNotes — The 9 3/8% Senior Notes wereassumed in connection with the acquisition of AirGate in February 2005,as discussed in Note 4. These notes were originally issued in February2004, have a face value of $159,035, mature September 1, 2009 and carrya coupon rate of 9 3/8%, payable semiannually onJanuary 1 and July 1. The 9 3/8% Senior Notesare secured by a second priority lien on the assets of AirGate.

Floating Rate Notes — The Floating Rate Notes wereassumed in connection with the acquisition of AirGate in February 2005,as discussed in Note 4. These notes were originally issued in October2004, have a face value of $175,000, mature October 15, 2011 and bearinterest at LIBOR plus 3.75%, payable quarterly on January 15,April 15, July 15 and October 15. The Floating Rate Notes are securedby a first priority lien on the assets of AirGate.

|           |                                                                 |
|-----------|-----------------------------------------------------------------|
| 12.  | MANDATORILY REDEEMABLE CONVERTIBLEPARTICIPATING PREFERRED STOCK |

In connection with a debtexchange completed in November 2003, the Company issued 679,495 sharesof Series B Preferred Stock to noteholders who tendered their notes inthe exchange. Holders of the Series B 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, the Company has the option to pay dividends in (i) cash, (ii)shares of Alamosa Holdings Series C Preferred Stock, (iii) shares ofAlamosa Holdings common stock or (iv) a combination thereof. After July31, 2008, all dividends are payable in cash only. Holders of the SeriesB Preferred Stock are entitled to participate in any dividends declaredon Alamosa Holdings common stock based on the number of common sharesthe Series B Preferred Stock could be converted into immediately priorto the declaration of the common stock dividend. The Series C PreferredStock has essentially the same terms as the Series B Preferred Stockwith the exception of the conversion rate, as discussed below.

Each share of Series B Preferred Stock and Series C Preferred Stockis convertible at the holder's option and at any time into sharesof Alamosa Holdings common stock. The Series B Preferred Stock isconvertible at $3.40 per share and the Series C Preferred Stock isconvertible at $4.25 per share.

Beginning on the thirdanniversary of the date of original issuance of the Series B or SeriesC Preferred Stock, the Company has the option to redeem outstandingpreferred shares for cash. The initial redemption price is 125 percentof the $250 per share liquidation preference, reduced by 5 percentannually thereafter until 2011, after which time the redemption priceremains at 100 percent. All outstanding Series B and Series C PreferredStock must be redeemed by the Company on July 31, 2013.

Inaccordance with the provisions of SFAS No. 149, "Amendmentof Statement 133 on Derivative Instruments and HedgingActivities," this option to redeem outstanding preferredshares for cash was bifurcated and accounted for separately, as theearly redemption could potentially double a holder's return onthe preferred shares. As a result, an asset was recorded in connectionwith this early redemption option in November 2003 in the amount of$18.8 million, which represented the fair value of the option upon theissuance of the preferred shares as determined by an independentvaluation professional. This derivative was adjusted to fair value atthe end of each reporting period with any change in fair value beingreflected in earnings for the period. The Company elected to earlyadopt the provisions of Derivative Implementation Group("DIG") Issues B38 and B39 as of July 1,2005. DIG Issue B38, "Embedded Derivatives: Evaluation ofNet Settlement with Respect to the Settlement of a Debt Instrumentthrough Exercise of an Embedded Put Option or Call Option"and Issue B39, "Embedded Derivatives: Application ofParagraph 13(b) to Call Options That Are Exercisable Only by theDebtor," were cleared by the FASB in June 2005. As aresult of the early adoption of these 

15

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ALAMOSAHOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

two Issues the book value of this derivativein the amount of $7,451 was combined with the carrying value of theSeries B Preferred Stock and further changes in market value will nolonger be reflected in earnings.

The Series B Preferred Stockwas recorded at fair value as of the date of issuance, or approximately$325 per share, less a portion of the costs incurred in connection withthe debt exchange of approximately $4.4 million plus the value assignedto the early redemption option discussed previously. The costsallocated to the Series B Preferred Stock were determined based on therelative fair value of the Series B Preferred Stock to the total fairvalue of consideration given to the tendering noteholders. Indetermining the $325 per share fair value of Series B Preferred Stock,the Company engaged the services of an independent valuationprofessional who used customary methodologies common in the valuationof such instruments to arrive at the fair value. In May 2004, theCompany completed a private exchange transaction with a holder of the13 5/8% Senior Notes. Pursuant to thetransaction, the holder delivered to the Company an aggregate of $150principal amount of the 13 5/8% Senior Notes inexchange for a newly issued $97 in principal amount of the 11%Senior Notes and 150 shares of Series B Preferred Stock.

Duringthe nine months ended September 30, 2005 and 2004, holders of 258,686and 199,646 shares, respectively, of Series B Preferred Stock exercisedtheir conversion option or exchanged shares of Series B Preferred Stockwith the Company and were granted 19,460,706 and 15,561,188 shares,respectively, of Alamosa Holdings common stock. In connection with theconversions during the nine months ended September 30, 2005, theCompany paid conversion premiums to certain holders in the form of439,681 shares of common stock valued at $5,506. In connection with theconversions during the nine months ended September 30, 2004, theCompany paid conversion premiums to certain holders in the form of870,310 shares of common stock valued at $6,324 and $276 in cash.

During the nine months ended September 30, 2005 and 2004, theCompany paid $4,849 and $8,349, respectively, in cash dividends on theSeries B Preferred Stock.

13.    INCOME TAXES

TheCompany's effective income tax rate is based on annual income(loss), statutory tax rates, tax planning opportunities, expectedfuture taxable income and expected reversals of taxable temporarydifferences. The annual rate is then applied to the Company'squarterly operating results. The Company establishes a valuationallowance for deferred tax assets when it is more likely than not thatthe deferred tax assets will not be realized. Due to theCompany's limited operating history and lack of positive taxableearnings, a valuation allowance was established during 2003 as deferredtax assets were expected to exceed deferred tax liabilities. Theestablishment of this valuation allowance in the nine months endedSeptember 30, 2004 resulted in an effective tax rate of negative 2.7percent. The effective tax rate for the nine months ended September 30,2005 is 68 percent. The difference between the statutory rate of 35percent and the projected rate is primarily due to non-deductibleinterest on high yield debt obligations and the reduction of deferredtax assets associated with preferred shares converted to common stockduring the period.

14.    DERIVATIVE FINANCIALINSTRUMENTS

The Company follows the provisions of SFAS No. 133,"Accounting for Derivatives and HedgingActivities" in its accounting for derivative financialinstruments and hedging activities. The statement requires the Companyto record all derivatives on the balance sheet at fair value.Derivatives that are not hedges must be adjusted to fair value throughearnings.

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ALAMOSAHOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

In connection with the acquisition ofAirGate on February 15, 2005, as discussed in Note 4, the Companyassumed certain common stock purchase warrants that existed at AirGateat the time of acquisition. As of September 30, 2005, three sets ofcommon stock purchase warrants were outstanding.

AirGateWarrants — The AirGate Warrants were originally issued byAirGate in connection with an offering of AirGate notes in 1999. As ofSeptember 30, 2005, 8,620 AirGate Warrants were outstanding. Eachwarrant entitles the holder to receive 0.9482 shares of AlamosaHoldings common stock and $3.64 in cash at an exercise price of $0.02per share and expires on October 1, 2009. Due to the fact that thesewarrants require settlement with registered shares of Alamosa Holdingscommon stock, these warrants are reflected as a liability in theconsolidated balance sheet at fair market value. Changes in fair marketvalue are reflected in earnings for the period. The fair value of theAirGate Warrants at September 30, 2005 is approximately $171.

iPCS Note Warrants — The iPCS Note Warrants wereoriginally issued by iPCS, Inc. ("iPCS") in2000 and assumed by AirGate upon AirGate's acquisition of iPCS in2001. As of September 30, 2005, 300,000 iPCS Note Warrants wereoutstanding. Each warrant entitles the holder to receive 0.6996 sharesof Alamosa Holdings common stock at an exercise price of $74.34 pershare and expires on July 15, 2010. Due to the fact that these warrantsrequire settlement with registered shares of Alamosa Holdings commonstock, these warrants are reflected as a liability in the consolidatedbalance sheet at fair market value. Changes in fair market value arereflected in earnings for the period. The fair value of the iPCS NoteWarrants at September 30, 2005 is approximately $1,583.

iPCSSprint Warrant — The iPCS Sprint Warrant was originallyissued by iPCS in 2000 and assumed by AirGate upon its acquisition ofiPCS in 2001. As of September 30, 2005, the iPCS Sprint Warrant topurchase 81,050 shares of Alamosa Holdings common stock at an exerciseprice of $66.52 per share was outstanding. This warrant expires on July15, 2007 and is not reflected as a liability in the consolidatedbalance sheet as it was included in the fair value of equity issued inthe transaction.

15.    SPRINT AGREEMENTS

Inaccordance with the Company's affiliation agreements with Sprint,Sprint provides the Company various services including billing,customer care, collections and inventory logistics. In addition, Sprintbills the Company for various pass-through items such as commissionsand rebates to national retail merchants, handset subsidies on handsetsactivated in the Company's territory but not sold by the Companyand long distance charges.

In 2003, the Company executedamendments to its affiliation agreements with Sprint. The amendments,among other things, established fixed per subscriber costs for servicesthat the Company purchases from Sprint through December 31, 2006 in theform of two new fees. The amendments created a new combined servicebureau fee, which consolidates numerous fees that were previouslysettled separately, for back office services such as billing andcustomer care. The combined service bureau fee was initially set at$7.70 per average subscriber per month through December 31, 2006 andwill be recorded in cost of service and operations in the consolidatedstatement of operations. The amendments also created a newper-activation fee, which consolidates numerous fees that werepreviously settled separately, for marketing services, such assubscriber activation and handset logistics. The per-activation fee wasinitially calculated as a percentage of certain of Sprint PCS'selling and marketing expenses and was to be applied to the actualnumber of gross subscriber activations the Company experiences on amonthly basis through December 31, 2006. The per-activation fee isrecorded in selling and marketing expenses in the consolidatedstatement of operations.

In March 2004, the Company exercisedits rights under a most favored nations clause in the Sprint agreementsto implement the terms of an agreement entered into between Sprint andanother 

17

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ALAMOSAHOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

PCS Affiliate of Sprint. As a result, theCompany entered into new amendments that increased the per-activationfee and decreased the price to the Company on purchases of handsets andaccessories. Additionally, the March 2004 amendments increased thereciprocal roaming rate for data services from $0.0014 per Kb to$0.0020 per Kb and extended the fixed reciprocal rates for voice anddata roaming through December 31, 2006. In June 2004, the Companyfurther amended its agreements with Sprint to (i) reduce the combinedservice bureau fee from $7.70 to $7.00 per average subscriber per monthand (ii) change the per-activation fee from a percentage of certain ofSprint PCS' selling and marketing expenses to a fixed rate of$23.00 per activation.

In addition to the new fees, theamendments changed the methodology used for settling cash received fromsubscribers. Historically, actual weekly cash receipts were passedthrough to the Company by Sprint based on a calculation of an estimateof the portion of that cash related to the Company's activity.Under the new methodology, the Company receives its portion of billedrevenue (net of an 8% affiliation fee) less actual written offaccounts in the month subsequent to billing regardless of when Sprintcollects the cash from the subscriber. The provisions of the amendmentsbecame effective on December 1, 2003 and the Company has the right toevaluate subsequent amendments to the affiliation agreements of othersimilarly situated PCS Affiliates of Sprint and adopt the provisions ofthose amendments if the Company elects to do so. AirGate amended itsagreements with Sprint in August 2004 and the provisions of thoseamendments are consistent with those of Alamosa Holdings' amendedSprint agreements.

Expenses reflected in the consolidatedstatements of operations related to the Sprint affiliation agreementsare:

|                               |  |                                        |         |                                      |  |        |         |        |  |        |         |        |  |        |         |        |  |  |
|-------------------------------|--|----------------------------------------|---------|--------------------------------------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                          |  | Forthe three months endedSeptember 30, |         | For the ninemonths endedSeptember30, |
|                          |  | 2005                                   |         | 2004                                 |  | 2005   |         | 2004   |
| Costof service andoperations  |  | $                                      | 127,178 |                                 |  | $      | 72,445  |   |  | $      | 341,008 |   |  | $      | 201,591 |   |
| Costof productssold           |  |                                   | 28,763  |                                 |  |   | 20,265  |   |  |   | 87,295  |   |  |   | 56,427  |   |
| Sellingandmarketing           |  |                                   | 17,967  |                                 |  |   | 16,858  |   |  |   | 52,487  |   |  |   | 38,067  |   |
|     Total |  | $                                      | 173,908 |                                 |  | $      | 109,568 |   |  | $      | 480,790 |   |  | $      | 296,085 |   |
|                               |

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 ("Sprint") andNextel Communications, Inc. ("Nextel")announced a proposed merger of their two companies. Nextel operated awireless mobility communications network in certain territories inwhich the Company also provides digital wireless mobilitycommunications network services under the Sprint or affiliated brands.Sprint and Nextel closed the merger on August 12, 2005.

Basedupon the terms of the exclusivity covenants contained in the managementagreement between Sprint and AirGate PCS, Inc., a wholly-ownedsubsidiary of Alamosa, the Company believes that Nextel'soperation of a wireless mobility communications network in territoriesin which AirGate 

18

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ALAMOSAHOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

operates from and after the closing of theSprint-Nextel merger constitutes a breach of the exclusivity covenantsin the AirGate management agreement with Sprint. Moreover, based uponpublic statements and disclosures made by Sprint and Nextel, theCompany believes that actions that Sprint and Nextel may take inconnection with the integration of their operations followingcompletion of the merger may constitute a breach of the exclusivity andcertain other provisions of the management agreements between Sprintand Alamosa's other operating subsidiaries.

As previouslydisclosed, the Company has been engaged in discussions with Sprint inan attempt to reach a mutually acceptable resolution of the issuesrelated to the Sprint-Nextel merger and its effect on the existingmanagement agreements between Sprint and Alamosa's subsidiaries,including AirGate. On August 8, 2005, AirGate filed a lawsuit againstSprint, certain of its affiliates and Nextel in the Delaware Court ofChancery alleging, among other things, that following the completion ofthe merger, Sprint would be in breach of the exclusivity covenantscontained in its management agreement with AirGate and that Nextelunlawfully interfered with AirGate's exclusive rights under suchagreement. The complaint seeks, among other things, an order directingSprint and its affiliates to specifically perform their contractualobligations under their agreements with AirGate, an injunctionpreventing Sprint and Nextel from taking any action or entering intoany agreement that would violate the exclusivity covenants contained inthe agreements, a declaratory judgment declaring the rights, remediesand obligations of the parties under the agreements, and damages. TheCompany's other operating subsidiaries also may decide to pursueremedies against Sprint and Nextel, including bringing a lawsuitagainst Sprint and Nextel.

Under the Company's affiliationagreements with Sprint, an event of termination can be declared by theCompany after a material breach by Sprint is not cured within theapplicable grace period, which, without extension by the Company, couldbe as much as 180 days. If the Company has the right to terminate itsmanagement agreements because of an event of termination caused bySprint, generally the Company may (i) require Sprint to purchase all ofits operating assets used in connection with its portion of the PCSnetwork of Sprint, (ii) in all areas in the Company's territorywhere Sprint is the licensee for 20 MHz or more of the spectrum on thedate it terminates our management agreements, require Sprint to assignto the Company, subject to governmental approval, up to 10 MHz oflicensed spectrum or (iii) choose not to terminate its managementagreements and sue Sprint for damages or other relief or submit thematter to arbitration.

Should the breach not be cured by Sprintor a modification, waiver or extension not be granted by the Company,the election by the Company to terminate the affiliation agreementswould constitute an event of default under each series of theCompany's outstanding senior notes. Upon an event of default, theholders of the senior notes would have the right to demand payment andthe Company may not have adequate liquidity to satisfy this obligation.At this point in time, management of the Company does not anticipatethat an event of termination of the affiliation agreements willoccur.

16.    COMMITMENTS AND CONTINGENCIES

Employment agreements — The Company is a party toemployment agreements, effective October  1, 2002, and amended asof January 1, 2005, with its Chief Executive Officer("CEO") and Chief Financial Officer("CFO"). The CEO's agreement willexpire on December 31, 2007 and entitles the CEO to receive an annualbase salary of $425 in 2005, subject to increase from time to time. Theagreement also provides that so long as he serves on theCompany's board of directors, he will serve as Chairman of theBoard. The CFO's agreement will expire on December 31, 2006 andentitles him to receive an annual base salary of $400 in 2005, subjectto increase from time to time. The CEO and CFO are eligible to receivean annual performance-based bonus with an initial target of $340 and

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ALAMOSAHOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

$280, respectively. The executives areentitled to participate in any long-term incentive plans the Companyestablishes, including Alamosa Holdings' Amended and Restated1999 Long Term Incentive Plan ("LTIP").

The agreements provide for annual option grants, contingent uponcontinued employment. The CEO's agreement provides for the grantof options to purchase 80,000 shares, 64,000 shares and 51,200 sharesin 2005, 2006 and 2007, respectively. The CFO's agreementprovides for the grant of options to purchase 50,000 shares and 40,000shares in 2005 and 2006, respectively. Additionally, the agreementsprovide for grants of restricted stock subject to the terms of the LTIPand that vest upon continued employment and in amounts determined basedupon attainment of performance goals as set forth in certain restrictedstock agreements. The target shares for restricted stock grants for theCEO are 60,000 in 2005, 48,000 in 2006, and 38,400 in 2007. The targetshares for restricted stock grants for the CFO are 50,000 in 2005 and40,000 in 2006. The actual award shares for restricted stock couldrange from zero to 200% of the target amount.

Theagreements entitle the executives to $5,000 in term life insurancecoverage, reimbursement for reasonable business expenses, a carallowance, reimbursement for approved club dues, reimbursement for anannual physical exam up to $5, and financial planning services up to$10 per annum. The executives 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 average annual bonus the executive earned over the twopreceding years (the "Bonus"); and (iii) apro-rated bonus for the year of termination. If such termination occurswithin twelve months following a change in control, the terminatedexecutive is instead entitled to three times his base salary and Bonus,plus a pro-rata bonus for the year of termination. In either case, theterminated executive will also receive continuing welfare and fringebenefits for one year following termination of his employment (twoyears if such termination occurs within twelve months following achange in control) and all restricted stock and options granted to theexecutive under the agreement will become vested and exercisable.

The Company entered into employment agreements on October 1, 2002,as amended as of January 1, 2005 with its Chief Integration Officer("CIO"), Chief Technology Officer("CTO"), and Senior Vice President ofCorporate Finance ("SVP"). The Companyentered into an employment agreement on December 1, 2002, as amended asof 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 and additionally provide for totalrestricted stock grants among these executives in the target amount of150,000 shares during 2005 and 2006. The actual award shares forrestricted stock could range from zero to 200% of the targetamount. Additionally, the agreements entitle the executives to bereimbursed for reasonable business expenses, car allowances, andreimbursement for annual physical exams in amounts as set forth intheir agreements as well as other allowed prerequisites. They mayparticipate in any incentive, retirement, life, medical, disability andother benefit plans available to the Company's other executiveswith comparable 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

20

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ALAMOSAHOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

executive a lump-sum severance payment equalto the sum of: (i) one year's base salary; (ii) theexecutive's Bonus; and (iii) a pro-rated bonus for the year oftermination. If such termination occurs within twelve months followinga change in control, the terminated executive is instead entitled toreceive two times base salary and Bonus, plus a pro-rata bonus for theyear of termination. In either case, the terminated executive will alsoreceive continuing welfare and fringe benefits for one year (two yearsif such termination occurs within twelve months following a change incontrol) 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 by theCompany without cause or by the executive for good reason within oneyear following a change in control or (ii) one year followingtermination of employment in any other circumstances.

Therestricted stock grants associated with the January 2005 employmentagreement amendments are considered variable awards as the number ofthe shares that will ultimately be earned by the employee is not knownuntil December 31 of each year during the term of the agreement (themeasurement dates). In accordance with FAS 123, related compensationexpense associated with the annual grants is measured based on the fairmarket value of the award at the measurement date and is recognizedover the vesting period.

The restricted stock granted in January2005 under the terms of these employment agreement amendments vest65% on March 1, 2006 and 35% on September 1, 2006. Untilthe measurement date has been reached, compensation expense is adjustedfor changes in the fair market value. The market value of therestricted stock grants was $2,468 on the date of grant and wasrecorded as unearned compensation, a component of shareholders'equity. At September 30, 2005, the unearned compensation was adjustedto $3,420 based on an increase in the fair market value of the award asof September 30, 2005. The non-cash compensation expense recognizedduring the nine months ended September 30, 2005 was $1,968 resulting ina balance of $1,452 in unearned compensation related to these awards asof September 30, 2005.

Litigation — The Companyhas been named as a defendant in a number of purported securities classactions in the United States District Court for the Southern Districtof New York, 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. On October 13, 2004, the Court granted theplaintiffs' motion for class certification in cases against sixof the issuers (not including the Company), and stated that the orderof certification gave "strong guidance, if not dispositiveeffect" in the cases involving all other issuers. Theunderwriter defendants petitioned the U.S. Court of Appeals for theSecond Circuit to hear the appeal of the certification on an

21

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ALAMOSAHOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

interlocutory basis, and on June 30, 2005,the Second Circuit granted their request. The Second Circuit hasordered the appeal to be scheduled and briefed in the normalcourse.

The issuers in the IPO cases, including the Company,have reached an agreement in principle with the plaintiffs to settlethe claims asserted by the plaintiffs against them. Under the terms ofthe proposed settlement, the insurance carriers for the issuers willpay the plaintiffs the difference between $1 billion and all amountswhich the plaintiffs recover from the underwriter defendants by way ofsettlement or judgment. Accordingly, no payment on behalf of theissuers under the proposed settlement will be made by the issuersthemselves. The claims against the issuers will be dismissed, and theissuers and their officers and directors will receive releases from theplaintiffs. Under the terms of the proposed settlement, the issuerswill also assign to plaintiffs certain claims which they may haveagainst the underwriters arising out of the issuers' IPOs, andthe issuers will also agree not to assert certain other claims whichthey 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. OnAugust 31, 2005, the court set a date for a final approval hearing ofApril 24, 2006, and approved providing notice to all class members. Thecourt ordered that notice to the class be mailed beginning on November15, 2005, and to be completed no later than January 15, 2006. Any classmember who wishes to be excluded from the settlement must give noticeby March 24, 2006. Objections to the proposed settlement must be filedwith the court by March 24, 2006. The court has scheduled a hearing todetermine the fairness of the settlement for April 24, 2006.

InNovember 2003, December 2003 and January 2004, multiple lawsuits werefiled against the Company and David E. Sharbutt, its Chairman and ChiefExecutive Officer as well as Kendall W. Cowan, its Chief FinancialOfficer. Steven Richardson, the Company's Chief OperatingOfficer, was also a named defendant in one of the lawsuits. Each claimis a purported class action filed on behalf of a putative class ofpersons who and/or entities that purchased Alamosa Holdings'securities between January 9, 2001 and June 13, 2002, inclusive, andseeks recovery of compensatory damages, fees and costs. Each lawsuitwas filed in the United States District Court for the Northern Districtof Texas, in either the Lubbock Division or the Dallas Division. OnFebruary 27, 2004, the lawsuits were consolidated into one actionpending in the United States District Court for the Northern Districtof Texas, Lubbock Division. On March 4, 2004, the Court appointed theMassachusetts State Guaranteed Annuity Fund to serve as lead plaintiffand approved its selection of lead counsel for the consolidatedaction.

On May 18, 2004, the lead plaintiff filed a consolidatedcomplaint. The consolidated complaint named three of the originaldefendants (the Company, David Sharbutt and Kendall Cowan), dropped oneof the original defendants (Steven Richardson) and named two newdefendants who are outside directors (Michael Roberts and StevenRoberts). The putative class period remained the same. The consolidatedcomplaint alleged violations of Sections 10(b) and 20(a) of theExchange Act, Rule 10b-5 promulgated thereunder, and Sections 11 and 15of the Securities Act. The consolidated complaint sought recovery ofcompensatory damages, fees, costs, recission or rescissory damages inconnection 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, the Company announced that its projection of netsubscriber additions for the third quarter of 2002 would be less thanpreviously projected. The consolidated complaint alleged, among otherthings, that the Company made false and misleading statements aboutsubscriber additions during the putative class period. The consolidatedcomplaint also alleged that the Company's financial statementswere false and misleading because the Company improperly recognizedrevenue and failed to record adequate allowances for uncollectiblereceivables.

On March 28, 2005, the Court granted thedefendants' motion to dismiss and entered a judgment dismissingthis action. On April 22, 2005, the lead plaintiff filed a notice ofappeal from the dismissal 

22

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ALAMOSAHOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

order and judgment to the Fifth CircuitCourt of Appeals. On May 17, 2005, the Fifth Circuit Court of Appealsdismissed the appeal pursuant to the unopposed motion of leadplaintiff/appellant.

On July 8 and 15, 2004, two shareholderderivative suits, each asserting identical allegations, were filed inState District Court in Dallas County, Texas on behalf of the Companyagainst certain of its officers and directors: David E. Sharbutt, theCompany's Chairman and Chief Executive Officer, Kendall W. Cowan,the Company's Chief Financial Officer, as well as other currentand former members of the Company's board of directors, includingScotty 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 Tom M. Phelps. The suits also name the Company as anominal defendant. On August 27, 2004, the lawsuits were consolidatedinto one action pending in State District Court in Dallas County,Texas. 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 filed a motionto stay this action pending the outcome of the federal shareholderaction. In the alternative, the defendants filed special exceptions tothe consolidated derivative petition requesting dismissal of theaction. The plaintiffs served written discovery requests on defendantsand in response, defendants filed a motion for protective order and tostay discovery.

On April 27, 2005, the plaintiffs filed a noticeof non-suit without prejudice to dismiss the defendants and all claimsasserted in this action without prejudice.

In May 2002, putativeclass action complaints were filed in the United States District Courtfor the Northern District of Georgia against (a) AirGate PCS, Inc.,Thomas M. Dougherty, Barbara L. Blackford, and Alan B. Catherall (the"AirGate Defendants"), and (b) Credit SuisseFirst Boston, Lehman Brothers, UBS Warburg LLC, William Blair &Company, Thomas Wiesel Partners LLC and TD Securities (the"Underwriter Defendants"). The complaintsalleged that the prospectus used in connection with the secondaryoffering of AirGate stock by certain former stockholders of iPCS, aformer subsidiary of AirGate, on December 18, 2001 contained materiallyfalse and misleading statements and omitted material informationnecessary to make the statements in the prospectus not false andmisleading. After initially denying motions for appointment of leadplaintiffs and lead plaintiffs' counsel, the Court granted amodified renewed motion for appointment of lead plaintiffs and leadplaintiffs' counsel on August 17, 2004. Pursuant to a consentscheduling order, lead plaintiffs filed a consolidated amended classaction complaint on October 15, 2004, naming the same defendants (the"Consolidated Complaint").

TheConsolidated Complaint asserted claims under Sections 11, 12(a)(2) and15 of the Securities Act of 1933 based on a number of purported falseor misleading statements in the prospectus. Plaintiffs' claimsare premised on allegations, among others, that (i) AirGate'sbusiness plan was not "fully funded,"contrary to what was asserted in the prospectus; (ii) disclosures inthe prospectus regarding the churn rate experienced by AirGate wereuntrue and/or misleading; (iii) AirGate did not have strong futurerevenue and profit growth prospects based on its rapid customer growth,contrary to what was allegedly asserted in the prospectus; (iv)AirGate's allowance for doubtful accounts was understated in itsfiscal 2001 financial statements, and hence AirGate understated its netlosses for 2001 and the prospectus incorrectly stated thatAirGate's financial statements complied with generally acceptedaccounting principles; (v) iPCS's network build-out was notnearly complete, contrary to what was allegedly asserted in theprospectus; and (vi) the iPCS merger did not significantly enhanceshareholder value, contrary to alleged assertions in theprospectus.

23

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ALAMOSAHOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

On December 30, 2004, the AirGateDefendants and the Underwriter Defendants filed motions to dismiss theConsolidated Complaint. On September 30, 2005, the Court issued anopinion and order (the "Order") ruling onthese motions. As to the AirGate Defendants, the Court (a) dismissedplaintiffs' claims under Section 12(a)(2) of the Securities Act,and (b) also dismissed the remaining Section 11 and Section 15 claimsas to five of the six alleged misstatements pled in the ConsolidatedComplaint, while declining to dismiss the claims related to allegation(v) above, concerning the iPCS network build-out. As to the UnderwriterDefendants, the Court granted the motion to dismiss in its entirety.The Order permitted plaintiffs to file a further amended complaint,which plaintiffs did on October 19, 2005 (the "SecondAmended Complaint"). The Second Amended Complaint repeatsthe allegations of the Consolidated Complaint, and adds certainadditional allegations regarding the Underwriter Defendants andregarding plaintiffs' "allowance for doubtfulaccounts" claim. Defendants' responses to the SecondAmended Complaint have not yet been filed. The Company believes thatAirGate and the other defendants have meritorious defenses to theclaims that remain at issue in the litigation, and the Company intendsto defend the action vigorously. However, the ultimate outcome of thelitigation is not currently predictable, there can be no assurance thatthe litigation will be resolved in our favor, and an adverse outcomecould adversely affect our financial condition. We maintain insurancecoverage which could mitigate our exposure to loss in the event of anadverse outcome.

On February 23, 2003, iPCS and its twosubsidiaries, iPCS Wireless, Inc. and iPCS Equipment, Inc. (the"Debtors") filed voluntary petitions forrelief under Chapter 11 of the Bankruptcy Code. During the bankruptcycases, iPCS filed a motion and obtained an order authorizing it toassume a management agreement between iPCS, AirGate PCS and AirGateServices Co., as amended. AirGate PCS subsequently filed anadministrative expense priority claim for amounts that it contends wereowed by the Debtors under the assumed management agreement. The claimwas for amounts that AirGate PCS might be liable to certain third partyvendors for goods and services provided by such vendors to or for thebenefit of the Debtors. In their disclosure statement, the Debtorsindicated that they might seek to defend against the claim by arguing,among other things, that AirGate PCS has failed to disgorge an allegedpreferential transfer in the amount of $3,079 and that the Company, itsaffiliates, officers, and directors may be subject to claims of theDebtors for mismanagement, breach of fiduciary duties, officer anddirector liability, and similar claims. The parties engaged insettlement discussions in an effort to resolve all of the disputesbetween them and on or about April 8, 2005, AirGate PCS and the Debtorsentered into a settlement agreement resolving the claims between them.Under the settlement, the Company received 8,200 shares of the commonstock issued by the Debtors under their confirmed plan ofreorganization.

The Company is involved in various claims andlegal actions 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.

On August 8, 2005, AirGate PCS, Inc.("AirGate") filed suit in the Delaware Courtof Chancery against Sprint Corporation, Sprint Spectrum L.P., SprintCommunications Company L.P., Sprintcom, Inc., and S-N Merger Corp.(collectively "Sprint"), and NextelCommunications, Inc. ("Nextel").AirGate's lawsuit alleges, among other things, that Sprintbreached the terms of its Management Agreement with AirGate by mergingwith Nextel, which resulted in Sprint owning, managing, and operating acompeting wireless mobility communications network in AirGate'sexclusive service area. The suit also alleges that (i) Sprint hasaccess to competitive business information of AirGate and that the useof that information in the operation of the competing Nextel networkfollowing the merger would cause irreparable harm to AirGate, (ii) thepost-merger distribution and sale by Sprint Nextel of Sprint PCSwireless products and services in AirGate's exclusive servicearea will violate the exclusivity provisions of AirGate'sManagement Agreement with Sprint, and (iii) Nextel unlawfully

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ALAMOSAHOLDINGS, INC.NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS(UNAUDITED)(dollars in thousands, except asnoted)

interfered with AirGate's rights underthe Management Agreement. AirGate also alleges in the lawsuit thatbreaches by Sprint of the Management Agreement will cause AirGate tosuffer irreparable harm for which specific performance is the onlyappropriate remedy. AirGate's lawsuit seeks, among other things,an injunction prohibiting the defendants from violating AirGate'sexclusivity rights under the Management Agreement, including an orderrequiring Sprint Nextel to divest itself of the newly-acquired Nextelassets within AirGate's exclusive service area or otherwise toconduct its business in AirGate's exclusive service area in amanner consistent with AirGate's exclusivity rights under itsManagement Agreement with Sprint. The case is currently set for trialin February 2006.

17.    EFFECTS OF RECENTLY ISSUEDACCOUNTING PRONOUNCEMENTS

In December 2004, the FinancialAccounting Standards Board ("FASB") issuedSFAS No. 123(R), "Share-Based Payment," whichis a revision of SFAS No. 123 and supersedes APB Opinion No. 25. SFASNo. 123(R) requires all share-based payments to employees, includinggrants of employee stock options, to be valued at fair value on thedate of grant, and to be expensed over the applicable vesting period.Pro forma disclosures of the income statement effects of share-basedpayments is no longer an alternative. SFAS No. 123(R) is effective forall stock-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. On April14, 2005, the SEC announced the adoption of a new rule that amends thecompliance dates for SFAS No. 123(R). The new rule allows registrantsto implement SFAS No. 123(R) at the beginning of their next fiscal yearthat begins after June 15, 2005. As a result, the Company will berequired to adopt the provisions of SFAS No. 123(R) on January 1, 2006.The Company is currently assessing the impact of adopting SFAS No.123(R) to its consolidated results of operations.

In June 2005,the FASB issued SFAS No. 154, "Accounting Changes andError Corrections a replacement of APB Opinion No. 20 and FASBStatement No. 3." This Statement changes the requirementsfor the accounting for and reporting of a change in accountingprinciple. This Statement applies to voluntary changes as well as thosechanges required by an accounting pronouncement if that pronouncementdoes not include specific transition provisions. This Statementrequires retrospective application to prior periods' financialstatements of changes in accounting principle as opposed to being shownas a cumulative adjustment in the period of change. The Statement iseffective for all changes and corrections of errors made in fiscalyears beginning after December 15, 2005. The adoption of this standardis not expected to materially impact the Company.

On March 31,2005, the FASB issued Interpretation No.("FIN") 47, "Accounting forConditional Asset Retirement Obligations" which is aninterpretation of SFAS No. 143, "Accounting for AssetRetirement Obligations." FIN 47 clarifies that therecognition and measurement provisions of SFAS No. 143 apply to assetretirement obligations in which the timing and/or method of settlementmay be conditional on a future event, including obligations toremediate asbestos at the end of a building's useful life andobligations to dispose of chemically-treated telephone poles at the endof their useful lives. FIN 47 is effective for fiscal years endingafter December 15, 2005. The Company is currently assessing the impactof adopting FIN 47 to its consolidated results ofoperations.

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|              |                                                                                      |
|--------------|--------------------------------------------------------------------------------------|
| ITEM2.  | MANAGEMENT'S DISCUSSION AND ANALYSIS OFFINANCIAL CONDITION AND RESULTS OF OPERATIONS |

Forward-LookingStatements

This quarterly report on Form 10-Q includes"forward-looking statements" within themeaning of Section 27A of the Securities Act of 1933, as amended (the"Securities Act"), and Section 21E of theSecurities Exchange Act of 1934, as amended (the "ExchangeAct"), which can be identified by the use offorward-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 quarterly report on Form10-Q regarding our financial position and liquidity may be deemed to beforward-looking statements. These forward-looking statementsinclude:

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

|              |                                                                                                                    |
|--------------|--------------------------------------------------------------------------------------------------------------------|
| •  | statementsregarding our anticipated revenues, expense levels, liquidity, capitalresources 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, are further disclosed in our annual report onForm 10-K for the year ended December 31, 2004 under the sections"Item 1. Business" and "Item 7.Management's Discussion and Analysis of Financial Condition andResults of Operations." Important factors that could causeactual results to differ materially from those in the forward-lookingstatements 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 anticipation offuture losses; |

|              |                                                                                              |
|--------------|----------------------------------------------------------------------------------------------|
| •  | our dependence onback office services, such as billing and customer care, provided bySprint; |

|              |                                                         |
|--------------|---------------------------------------------------------|
| •  | inaccuracies in financialinformation provided bySprint; |

|              |                                                 |
|--------------|-------------------------------------------------|
| •  | potential fluctuations in ouroperating results; |

|              |                                                                                      |
|--------------|--------------------------------------------------------------------------------------|
| •  | our ability topredict future customer growth, as well as other key operatingmetrics; |

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

|              |                                                               |
|--------------|---------------------------------------------------------------|
| •  | the ability to leveragethird generation products andservices; |

|              |                                                            |
|--------------|------------------------------------------------------------|
| •  | competition in the industryand 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 outcomes of potentially materiallitigation; |

|              |                                                                   |
|--------------|-------------------------------------------------------------------|
| •  | the potential impact ofwireless local number portability, orWLNP; |

|              |                                  |
|--------------|----------------------------------|
| •  | changes in governmentregulation; |

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

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|              |                                             |
|--------------|---------------------------------------------|
| •  | generaleconomic and business conditions;and |

|              |                                                                                                                                                                        |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | effects of mergers andconsolidations within the telecommunications industry and unexpectedannouncements or developments from others in the telecommunicationsindustry. |

All subsequent written and oral forward-lookingstatements attributable to us or persons acting on our behalf areexpressly qualified in their entirety by the cautionary statements setforth above.

Definitions of Operating Metrics

Wediscuss the following operating metrics relating to our business inthis section:

|              |                                                                                                                                                                                                                                                                                                                                                            |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | ARPU, or averagemonthly revenue per user, is a measure used to determine the monthlysubscriber revenue earned for subscribers based in our territory. Thismeasure is calculated by dividing subscriber revenues in ourconsolidated statement of operations by our average daily subscribersduring the period divided by the number of months in theperiod. |

|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | Average monthly churn is usedto measure the rate at which subscribers based in our territorydeactivate service on a voluntary or involuntary basis. We calculateaverage monthly churn based on the number of subscribers deactivatedduring the period (net of transfers out of our service area and thosewho deactivated 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 September 30, 2005, we had total licensedPOPs of over 23.2 million, covered POPs of approximately 19.9 millionand total subscribers of approximately 1.5 million.

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 tax authority.

As part of our affiliation agreements with Sprint, we havecontracted with Sprint to provide back office services such as customeractivation, 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.

Accounting for business combinations – Theacquisition of AirGate PCS, Inc. ("AirGate")on February 15, 2005 has been accounted for as a business combinationin accordance with the provisions of SFAS No. 141,"Business Combinations." Significantassumptions used in connection with allocating the purchase price toidentifiable tangible and intangible assets and liabilities as well asunidentifiable goodwill include (i) the value of Alamosa Holdingscommon stock issued in the transaction, (ii) the value of identifiableintangible assets including value assigned to acquired subscribers andvalue assigned to the Sprint agreements assumed, (iii) the value ofproperty and equipment acquired, (iv) the value of long term debtassumed and (iv) deferred income tax assets and liabilitiesattributable to the assets and liabilities acquired. The operations ofthe acquired company are included in the consolidated results ofoperations of Alamosa Holdings from the date of acquisition.

Allowance for doubtful accounts – Estimates are usedin determining 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 – Werecord equipment revenue for the sale of handsets and accessories tocustomers in our retail stores and to local resellers in ourterritories. We do not record equipment revenue on handsets andaccessories purchased by our customers from national resellers ordirectly from Sprint. Our customers pay an activation fee when theyinitiate service. We allocate amounts charged to customers at the pointof sale between the sale of handsets and other equipment and the saleof wireless telecommunications services in those transactions takingplace in distribution channels that we directly control. Activationfees charged in transactions outside of our directly controlleddistribution channels continue to be deferred and amortized over theaverage life of the subscriber base.

We recognize revenue fromour customers as they use the service. Additionally, we provide areduction of recorded revenue for billing adjustments and billingcorrections.

The cost of handsets sold generally exceeds theretail sales price, as it is common in our industry to subsidize theprice of handsets for competitive reasons. For handsets sold throughchannels controlled by Sprint that are activated by a subscriber in ourterritory, we reimburse Sprint for the amount of subsidy incurred bythem in connection with the sale of these handsets. This reimbursementpaid to Sprint is reflected in our selling and marketing expenses inthe consolidated statements of operations.

Accounting forgoodwill and intangible assets – We have recorded certainintangible assets in connection with acquisitions, including bothidentifiable intangibles and goodwill. Identifiable intangibles consistof the Sprint agreements and the respective subscriber bases in placeat the 

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acquired companies at the time ofacquisition. The intangible assets related to the Sprint agreements arebeing amortized on a straight line basis over the remaining originalterm of the underlying Sprint agreements. The subscriber baseintangible asset is amortized on a straight line basis over theestimated life of the acquired subscribers.

We account forgoodwill in accordance with the provisions of SFAS No. 142,"Goodwill and Other Intangible Assets." Inaccordance with SFAS No. 142, goodwill is tested annually forimpairment.

Long-lived asset recovery –Long-lived assets, consisting primarily of property, equipment andintangibles, comprised approximately 81 percent of our total assets atSeptember 30, 2005. Changes in technology or in our intended use ofthese assets may cause the estimated period of use or the value ofthese assets to change. In addition, changes in general industryconditions could cause the value of certain of these assets to change.We monitor the appropriateness of the estimated useful lives of theseassets. Whenever events or changes in circumstances indicate that thecarrying amounts of these assets may not be recoverable, we review therespective assets for impairment. In performing this review, assets aregrouped according to identifiable cash flow streams and theundiscounted cash flow over the life of the asset group is compared tothe carrying value of the asset group. We have determined that we haveone asset grouping related to cash flows generated by our subscriberbase, which includes all of our assets. The life of this asset groupfor purposes of these impairment tests is assumed to be ten years.Estimates and assumptions used in both estimating the useful life andevaluating potential impairment issues require a significant amount ofjudgment.

Operating leases – Operating leases andrelated leasehold improvement costs are accounted for based on theprovisions of SFAS No. 13, "Accounting forLeases." We have a significant number of leases primarilyassociated with towers and other locations on which we install ournetwork equipment. These leases are considered operating leases and themonthly rentals are expensed as incurred while any capital expendituresassociated with preparing the site for our use are capitalized anddepreciated. These capital expenditures are depreciated over theshorter of the lease term or the economic life of the respectiveassets. Additionally, certain of these operating leases contain rentescalation provisions over the term of the respective leases. For thoseleases with escalation provisions, the periodic rental expense isrecorded on a straight line basis over the lease term.

Income taxes – We account for income taxes inaccordance with SFAS No. 109, "Accounting for IncomeTaxes." Under this method, we utilize an asset andliability approach to accounting for income taxes, wherein deferredtaxes are provided for book and tax basis differences for assets andliabilities. In the event differences exist between the book and taxbasis of our assets and liabilities that result in deferred assets, anevaluation of the probability of being able to realize the futurebenefits indicated by such assets is made. A valuation allowance isprovided for the portion of deferred tax assets for which there issufficient uncertainty regarding our ability to recognize the benefitsof those assets in future years.

On a quarterly basis, weevaluate the need for and adequacy of the valuation allowance basedupon the expected realizability of our deferred tax assets and adjustthe amount of such allowance, if necessary. The factors used to assessthe likelihood 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 – Weplace significant reliance on Sprint as a service provider in terms ofthe timeliness and accuracy of financial and statistical data relatedto customers based in our service territory that we receive on aperiodic basis from Sprint. We make significant estimates in terms ofrevenue, cost of service, selling and marketing costs and the adequacyof our allowance for uncollectible accounts based on this data wereceive 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.

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**Consolidated Results ofOperations (dollars in thousands)**

For thethree and nine month periods ended September 30, 2005 compared to thethree and nine month periods ended September 30, 2004

OnFebruary 15, 2005, we completed the acquisition of AirGate. Thisacquisition added approximately 415,000 subscribers at the time ofacquisition. The acquisition was accounted for under the purchasemethod of accounting such that the results of operations for theacquired entity are included in our consolidated operating results onlyfrom the date of acquisition. Accordingly, this impacts the comparisonof our results of operations for the nine month period ended September30, 2005.

Subscriber growth and key performance indicators– We had total subscribers of approximately 1,480,000 atSeptember 30, 2005 compared to approximately 866,000 at September 30,2004. This growth of approximately 614,000 subscribers, or 71 percentyear over year, includes 415,000 subscribers acquired in connectionwith the acquisition of AirGate. Excluding acquired subscribers,subscriber growth was approximately 199,000 subscribers, or 23 percent,from September 30, 2004 to September 30, 2005, compared to 25 percentgrowth from September 30, 2003 to September 30, 2004. The growth isprimarily attributable to an increase in our distribution channels,primarily in our own Sprint retail stores and branded dealers in ourterritory as well as overall growth in the wireless telecommunicationsindustry.

Average monthly churn for the third quarter of 2005was approximately 2.5 percent compared to approximately 2.4 percent forthe third quarter of 2004. Increases in churn negatively impact ouroperations, as we incur significant up front costs in acquiringcustomers.

Service revenues – Service revenuesconsist of revenues from our subscribers and roaming and wholesalerevenue earned when subscribers from other carriers or resellers of PCSservice use our portion of the PCS network of Sprint.

Subscriberrevenue consists of payments received from our subscribers for monthlyservice under their service plans. Subscriber revenue also includesamortization of deferred activation fees and charges for the use ofvarious features including PCS Vision, the wireless web and voiceactivated dialing. Subscriber revenues were $239,474 for the quarterended September 30, 2005 compared to $143,623 for the quarter endedSeptember 30, 2004. This increase of 67 percent was primarily due tothe increase in our subscriber base discussed above. Subscriberrevenues were $667,146 for the nine months ended September 30, 2005compared to $401,938 for the nine months ended September 30, 2004. Thisincrease of 66 percent was also due to the increase in the subscriberbase discussed above. Base ARPU (which does not include roamingrevenue) decreased in the third quarter of 2005 to $55 compared to $57in the third quarter of 2004. Base ARPU in the first nine months of2005 was $56, which was consistent with base ARPU of $56 in the firstnine months of 2004.

Roaming and wholesale revenue is comprisedof revenue from Sprint and other PCS subscribers based outside of ourterritory who roam onto our portion of the PCS network of Sprint aswell as revenue from resellers of PCS service whose subscribers use ourportion of the PCS network of Sprint.

Roaming revenue was$81,940 for the quarter ended September 30, 2005 compared to $49,475for the quarter ended September 30, 2004. This increase of 66 percentwas due to a 74 percent increase in inbound roaming minutes to 1,051million for the quarter ended September 30, 2005, compared to 604million for the quarter ended September 30, 2004, driven primarily byadditional minutes in the AirGate territories. Roaming revenue was$213,819 for the nine months ended September 30, 2005 compared to$135,887 for the nine months ended September 30, 2004. This increase of57 percent was primarily due to a 65 percent increase in inboundroaming minutes to 2.8 billion for the nine months ended September 30,2005 compared to 1.7 billion for the nine months ended September 30,2004. The percentage increase in revenue in both the three and ninemonth periods ended September 30, 2005 was less than the percentageincrease in minutes due to declining rates from carriers other thanSprint. We have a reciprocal roaming rate arrangement with Sprintpursuant to which per-minute charges for inbound and outbound roamingrelated to Sprint subscribers are identical. This rate is 

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fixed at 5.8 cents per minute until December31, 2006. We are currently a net receiver of roaming with Sprint,meaning that the minute volume from other Sprint subscribers roamingonto our network is greater than the minute volume from our subscribersroaming onto other portions of the PCS network of Sprint. The ratio ofinbound to outbound Sprint roaming minutes was 1.19 to 1 for the ninemonths ended September 30, 2005. We have experienced an increase in thevolume of inbound roaming traffic from PCS providers other than Sprint.This traffic is settled at rates separately negotiated by Sprint on ourbehalf with the other PCS providers and these rates have declined insome cases during 2005 compared to 2004.

Wholesale revenue was$16,344 for the quarter ended September 30, 2005 compared to $9,631 forthe quarter ended September 30, 2004. This increase of 70 percent 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 basissubsequent to September 30, 2004. As a result, all minutes of use forthose subscribers in their home areas as well as when roaming are onthe PCS network of Sprint. Wholesale revenue was $42,609 for the ninemonths ended September 30, 2005 compared to $18,077 for the nine monthsended September 30, 2004. This increase of 136 percent was also due tothe addition of wholesale subscribers discussed above.

Product sales and cost of products sold – We recordrevenue from the sale of handsets and accessories, net of an allowancefor returns, as product sales. Product sales revenue and cost ofproducts sold are recorded for all products that are sold through ourretail stores as well as those sold to our local indirect agents. Thecost of handsets sold generally exceeds the retail sales price as wesubsidize the price of handsets for competitive reasons. Sprint'shandset return policy allows customers to return their handsets for afull refund within 14 days of purchase. When handsets are returned tous, we may be able to reissue the handsets to customers at littleadditional cost to us. However, when handsets are returned to Sprintfor refurbishing, we may receive a credit from Sprint, which is lessthan the amount we originally paid for the handset.

Productsales revenue for the quarter ended September 30, 2005 was $11,667compared to $8,637 for the quarter ended September 30, 2004. Cost ofproducts sold for the quarter ended September 30, 2005 was $28,763compared to $20,265 for the quarter ended September 30, 2004. As such,the subsidy on handsets sold through our retail and local indirectchannels was $17,096 in the quarter ended September 30, 2005 and$11,628 in the quarter ended September 30, 2004. Product sales revenuefor the nine months ended September 30, 2005 was $33,002 compared to$25,483 for the nine months ended September 30, 2004. Cost of productssold for the nine months ended September 30, 2005 was $87,295 comparedto $56,427 for the nine months ended September 30, 2004. As such, thesubsidy on handsets sold through our retail and local indirect channelswas $54,293 in the nine months ended September 30, 2005 and $30,944 inthe nine months ended September 30, 2004. The increase in subsidies of$5,468 and $23,349 in the three and nine months ended September 30,2005, respectively, is primarily due to an increase in the number ofactivations through our retail and local indirect channels ofapproximately 15,000 and 74,000 subscribers, respectively.

Cost of service and operations – Cost of service andoperations includes the costs of operating our portion of the PCSnetwork of Sprint. These costs include items such as tower operatingleases and maintenance as well as backhaul costs, which are costsassociated with transporting wireless calls across our portion of thePCS network of Sprint to another carrier's network. In addition,cost of service and operations includes outbound roaming costs, longdistance charges, the fees we pay to Sprint for our 8 percentaffiliation fee, back office services such as billing and customercare, as well as our provision for estimated uncollectible accounts.Expenses of $170,652 in the quarter ended September 30, 2005 wereapproximately 72 percent higher than the $99,250 incurred in thequarter ended September 30, 2004. Expenses of $455,523 in the ninemonths ended September 30, 2005 were approximately 65 percent higherthan the $276,528 incurred in the nine months ended September 30, 2004.The increase in expenses in the three and nine months ended September30, 2005 was due to the increased volume of traffic carried on ournetwork due both to the increase in our subscribers, including thoseacquired from AirGate, as well as wholesale and resale customers. Totalminutes of use on our network were 4.7 billion minutes in the quarterended September 30, 2005 compared to 2.5 billion minutes in the quarterended September 30, 2004 for an increase in traffic of 88 percent

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including minutes of use on the network ofAirGate from the date of acquisition. Total minutes of use on ournetwork were 12.7 billion minutes in the nine months ended September30, 2005 compared to 6.6 billion minutes in the nine months endedSeptember 30, 2004 for an increase in traffic of 92 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 – Selling and marketing expenses includeadvertising, promotion, sales commissions and expenses related to ourdistribution channels, including our retail store expenses. Inaddition, we reimburse Sprint for the subsidy on handsets sold throughnational retail stores due to the fact that these retailers purchasetheir handsets from Sprint. This subsidy is recorded as a selling andmarketing expense. Total selling and marketing expenses of $46,982 inthe quarter ended September 30, 2005 were 17 percent higher than the$40,090 incurred in the quarter ended September 30, 2004. Total sellingand marketing expenses of $138,270 in the nine months ended September30, 2005 were 34 percent higher than the $102,922 incurred in the ninemonths ended September 30, 2004. The increase experienced during thethree months and nine months ended September 30, 2005 is attributableto an increase in variable costs resulting from increases in grossactivations of approximately 31,000 and 133,000 in the three months andnine months ended September 30, 2005, respectively, as compared to thethree months and nine months ended September 30, 2004.

General and administrative expenses – General andadministrative expenses include corporate costs and expenses such asadministration and finance. General and administrative expenses of$8,826 in the quarter ended September 30, 2005 were 51 percent higherthan the $5,861 incurred in the quarter ended September 30, 2004.General and administrative expenses of $27,141 in the nine months endedSeptember 30, 2005 were 57 percent higher than the $17,284 incurred inthe nine months ended September 30, 2004. The increase in the three andnine months ended September 30, 2005 has been the result of increasedprofessional fees associated with our efforts to address theramifications of the merger of Sprint and Nextel, regulatory complianceand increased personnel and other costs associated with the addition ofthe AirGate markets.

Merger related expenses –Merger related expenses in the nine months ended September 30,2005 of $1,280 includes $844 related to a fee associated with financingthat was not used and $436 related to incremental travel costsassociated with the acquisition of AirGate that are not considered partof the cost of the transaction in the purchase price allocation.

Depreciation and amortization – Depreciation andamortization includes depreciation of our property and equipment aswell as amortization of intangibles. Depreciation is calculated on thestraight-line method over the estimated useful lives of the underlyingassets and totaled $26,502 in the quarter ended September 30, 2005,which was 45 percent higher than the $18,324 recorded in the quarterended September 30, 2004. Depreciation totaled $75,183 in the ninemonths ended September 30, 2005, which was 39 percent higher than the$54,269 recorded in the nine months ended September 30, 2004. Theincrease in the three and nine months ended September 30, 2005 is dueto the increase in depreciable costs as a result of our capitalexpenditures in the last nine months of 2004 and the first nine monthsof 2005, as well as depreciation on the property and equipment acquiredfrom AirGate in the first quarter of 2005.

Amortization expenserelates to identifiable intangible assets we have recorded related tothe agreements with Sprint and the customer base acquired in connectionwith purchase transactions. Amortization expense of $29,493 in thequarter ended September 30, 2005 was 290 percent higher than the $7,562in the quarter ended September 30, 2004. Amortization expense of$77,371 in the first nine months of 2005 was 215 percent higher thanthe $24,524 in the first nine months of 2004. The increase in both thethree and nine months ended September 30, 2005 is due to additionalamortization recorded in the three and nine months ended September 30,2005 related to the identifiable intangible assets recorded inconnection with the acquisition of AirGate on February 15, 2005.

Loss on disposal of property and equipment – Werecorded a loss on disposal of property and equipment in the three andnine months ended September 30, 2005 of $406 and $513, respectively,

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compared to a loss of $172 and $3,082 in thethree and nine months ended September 30, 2004, respectively. Lossesrecorded in 2004 primarily relate to the abandonment of certain networkequipment with a carrying value of approximately $2.1 million that hadbecome technologically obsolete.

Non-cash compensation– Non-cash compensation expense of $1,101 in the quarterended September 30, 2005 was significantly higher than the $30 in thequarter ended September 30, 2004. The expense relates primarily tovesting of restricted stock that had been awarded to certain of ourofficers and directors. Non-cash compensation expense of $2,588 in thenine months ended September 30, 2005 was significantly higher than the$81 in the nine months ended September 30, 2004. The increase in 2005is due to the issuance of an additional 200,000 shares of restrictedstock to our officers and the issuance of 54,000 shares of restrictedstock to our directors in the first quarter of 2005 and an additional3,501 shares issued to a director in the second quarter of 2005.

Income from operations – Our operating income for thequarter ended September 30, 2005 was $36,700, compared to $19,812 forthe quarter ended September 30, 2004, representing an improvement of$16,888. Our operating income for the nine months ended September 30,2005 was $91,412, compared to $46,268 for the nine months endedSeptember 30, 2004, representing an improvement of $45,144. Theimprovement in operating income is primarily attributable to theleverage we have achieved in spreading our fixed costs over a largerbase of subscribers.

Loss on debt extinguishment –The loss on debt extinguishment of $482 recorded in the ninemonths ended September 30, 2005 includes a premium paid on earlyredemption of our 12  7/8 Senior Discount Notes inApril 2005 of $411 and $71 in unamortized loan costs written off uponthe redemption of these notes. The loss on debt extinguishment of$13,101 recorded in the nine months ended September 30, 2004 relates tothe repayment and termination of our senior secured credit facility inJanuary 2004. The loss is comprised of $12,565 in net deferred loanfees related to the terminated credit facility plus the recognition of$536 in other comprehensive loss related to derivative instruments usedfor hedging interest rate risk on outstanding borrowings under thecredit facility.

Gain (loss) on derivative instruments– The Series B Mandatorily Redeemable Convertible PreferredStock that was issued in November 2003 contains an early call optionwhich allows us to repurchase the preferred stock at a premiumbeginning in the fourth year after the shares were issued. Based on theprovisions of SFAS No. 149, "Amendment of Statement 133 onDerivative Instruments and Hedging Activities," thederivative instrument related to this early call option was initiallyseparated from the value of the preferred stock and recorded separatelyin our consolidated balance sheet. Changes in the fair value of thisoption were reflected in earnings each period through June 30, 2005.The gain of $1,200 and $1,946 in the quarter and nine months endedSeptember 30, 2004, respectively, represents the net increase in thefair value of this option.

The loss on the early call option inthe six months ended June 30, 2005 was $13,936 and represented the netdecrease in the fair value of this option during the six months endedJune 30, 2005. Upon the adoption of the provisions of DerivativesImplementation Group Issue No B39, "Embedded Derivatives:Application of Paragraph 13(b) to Call Options That Are ExercisableOnly by the Debtor" on July 1, 2005, the carrying value ofthe early call option of $7,451 was combined with the carrying value ofthe Series B Preferred Stock and changes in the value of this optionare no longer reflected in earnings. The gain (loss) on derivativeinstruments for the three and nine months ended September 30, 2005 alsoincludes a gain of $571 and a gain of $431, respectively, associatedwith the change in the fair value of warrants assumed in connectionwith the acquisition of AirGate from the date of acquisition throughSeptember 30, 2005.

Interest and other income –Interest and other income represents amounts earned on theinvestment of excess cash. Income of $1,737 in the quarter endedSeptember 30, 2005 was significantly higher than the $362 earned in thequarter ended September 30, 2004. Income of $4,410 in the nine monthsended September 30, 2005 was significantly higher than the $751 earnedin the nine months ended September 30, 2004. The increase in interestand other income earned in the three months and nine months endedSeptember 30, 2005 is primarily due to the fact that in 2004, the Boardof Directors approved a change in the Company's investment policyto extend the allowable weighted 

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average maturity of investments from the 90days allowed previously to 270 days. As a result, excess cash has beeninvested in higher yielding instruments. Additionally, the yields onall of our investments have increased during 2005 due to increases inmarket interest rates.

Interest expense –Interest expense for the quarter ended September 30, 2005 and 2004included non-cash interest of $1,830 and $6,525, respectively, relatedto the accretion of senior discount notes, the amortization of debtissuance costs and premium on the debt assumed in connection with theacquisition of AirGate. The increase in total interest expense to$26,088 in the quarter ended September 30, 2005 from $19,206 in thequarter ended September 30, 2004 is due primarily to the addition ofdebt assumed in connection with the acquisition of AirGate. Interestexpense for the nine months ended September 30, 2005 and 2004 includednon-cash interest of $14,013 and $19,075, respectively. The increase intotal interest expense to $73,737 in the nine months ended September30, 2005 from $56,393 in the nine months ended September 30, 2004 isalso due to the increased debt assumed in connection with theacquisition of AirGate.

Income Taxes

We account forincome taxes in accordance with SFAS No. 109 "Accountingfor Income Taxes." As of December 31, 2000, the netdeferred tax asset consisted primarily of temporary differences relatedto the treatment of organizational costs, unearned compensation,interest expense and net operating loss carry forwards. The netdeferred tax asset was fully offset by a valuation allowance as ofDecember 31, 2000 because there was sufficient uncertainty as towhether we would recognize the benefit of those deferred taxes infuture periods. In connection with the acquisitions completed in thefirst quarter of 2001 and first quarter of 2005, 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 released the valuation allowance during the quarter endedSeptember 30, 2001. Prior to 2001, all deferred tax benefit had beenfully offset by an increase in the valuation allowance such that therewas no financial statement impact with respect to income taxes. Withthe reduction of the valuation allowance in 2001, we began to reflect adeferred tax benefit in our consolidated statement of operations.During 2003, we reinstated a valuation allowance to reflect thedeferred 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. The 2005forecasted annual effective tax rate reflects a release of a portion ofthe valuation allowance based upon projected 2005 taxable income. On aquarterly basis, we evaluate the need for and 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 – Operatingcash flows increased $60,646 in the nine months ended September 30,2005 compared to the nine months ended September 30, 2004. Thisincrease is primarily due to an improvement in income before non-cashitems of approximately $102 million.

Investing activities– Our investing cash flows were negative $175,407 in thenine months ended September 30, 2005 compared to negative $113,990 inthe nine months ended September 30, 2004. The increase in negative cashflows of $61,417 is primarily due to $70,790 in net cash paid inconnection with the acquisition of AirGate in the quarter ended March31, 2005.

Financing activities – Our financingcash flows decreased in the nine months ended September 30, 2005 tonegative $1,350 from positive $35,173 in the nine months endedSeptember 30, 2004. In the nine months ended September 30, 2004, wereceived net proceeds from an offering of senior notes of approximately$242 million, which were used to permanently repay $200 million inborrowings outstanding under our senior secured credit facility.

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Liquidity and Capital Resources

Since inception, we have financed our operations through capitalcontributions from our owners, debt financing and proceeds generatedfrom public offerings of our 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 net losses and negative cashflows from operating activities in the past, we generated approximately$130 million and $149 million of cash flows from operating activitiesfor the year ended December 31, 2004 and the nine months endedSeptember 30, 2005, respectively.

As of September 30, 2005, wehad $102 million of cash on hand as well as $87 million in short-terminvestments, which we believe will be sufficient to fund expectedcapital expenditures and to cover our working capital and debt servicerequirements (including dividends on preferred stock) for at least thenext 12 months.

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 cost per gross addition. 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.

Future Trends That May Affect Operating Results, Liquidity andCapital Resources

On December 15, 2004, Sprint Corporation("Sprint") and Nextel Communications, Inc.("Nextel") announced a proposed merger oftheir two companies. Nextel operated a wireless mobility communicationsnetwork in certain territories in which we also provide digitalwireless mobility communications network services under the Sprint oraffiliated brands. Sprint and Nextel closed the merger on August 12,2005.

Based upon the terms of the exclusivity covenantscontained in the management agreement between Sprint and AirGate PCS,Inc., our wholly-owned subsidiary, we believe that Nextel'soperation of a wireless mobility communications network in territoriesin which AirGate operates from and after the closing of theSprint-Nextel merger constitutes a breach of the exclusivity covenantsin the AirGate management agreement with Sprint. Moreover, based uponpublic statements and disclosures made by Sprint and Nextel, we believethat actions that Sprint and Nextel may take in connection with theintegration of their operations following completion of the merger mayconstitute a breach of the exclusivity and certain other provisions ofthe management agreements between Sprint and Alamosa's otheroperating subsidiaries.

As previously disclosed, we have beenengaged in discussions with Sprint in an attempt to reach a mutuallyacceptable resolution of the issues related to the Sprint-Nextel mergerand its effect on the existing management agreements between Sprint andAlamosa's subsidiaries, including AirGate. On August 8, 2005,AirGate filed a lawsuit against Sprint, certain of its affiliates andNextel in the Delaware Court of Chancery alleging, among other things,that following the completion of the merger, Sprint would be in breachof the exclusivity covenants contained in its management agreement withAirGate and that Nextel unlawfully interfered with AirGate'sexclusive rights under such agreement. The complaint seeks, among otherthings, an order directing Sprint and its affiliates to specificallyperform their contractual obligations under their agreements withAirGate, an injunction preventing Sprint and Nextel from taking anyaction or entering into any agreement that would violate theexclusivity covenants contained in the agreements, a declaratoryjudgment declaring the rights, remedies and obligations of the partiesunder the agreements, and damages. Our other operating subsidiariesalso may decide to pursue remedies against Sprint and Nextel, includingbringing a lawsuit against Sprint and Nextel.

Under ouraffiliation agreements with Sprint, an event of termination can bedeclared by us after a material breach by Sprint is not cured withinthe applicable grace period, which, without extension by us, could beas much as 180 days. If we have the right to terminate our managementagreements 

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because of an event of termination caused bySprint, generally we may (i) require Sprint to purchase all of ouroperating assets used in connection with our portion of the PCS networkof Sprint, (ii) in all areas in our territory where Sprint is thelicensee for 20 MHz or more of the spectrum on the date it terminatesour management agreements, require Sprint to assign to us, subject togovernmental approval, up to 10 MHz of licensed spectrum or (iii)choose not to terminate our management agreements and sue Sprint fordamages or other relief or submit the matter to arbitration.

Should the breach not be cured by Sprint or a modification, waiveror extension not be granted by us, the election by us to terminate theaffiliation agreements would constitute an event of default under eachseries of our outstanding senior notes. Upon an event of default, theholders of the senior notes would have the right to demand payment andwe may not have adequate liquidity to satisfy this obligation. At thispoint in time, we do not anticipate that an event of termination of theaffiliation agreements will occur.

We may experience a higheraverage monthly churn rate than we are currently anticipating. Ouraverage monthly churn for the third quarter of 2005 was 2.5 percentcompared to 2.3 percent for the year ended December 31, 2004 and 2.7percent for the year ended December 31, 2003. If average monthly churnincreases over the long-term, we would lose the cash flows attributableto those customers.

We may incur significant handset subsidycosts for existing customers who upgrade to a new handset. As ourcustomer base matures and technological advances in our services takeplace, more existing customers will begin to upgrade to new handsets totake advantage 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 realize the anticipated benefits of ouracquisition of AirGate, which took place in February 2005. If we areunable to effectively operate the territories acquired in connectionwith the acquisition of AirGate, our expected synergies and results ofoperations of AirGate may not be realized, which could have a materialadverse impact on our earnings and cash flows.

We may not beable to access the credit or equity markets for additional capital ifthe liquidity discussed above is not sufficient for the cash needs ofour business. We continually evaluate options for additional sources ofcapital to supplement our liquidity position and maintain maximumfinancial flexibility. If the need for additional capital arises due toour actual results differing significantly from our business plan orfor any other reason, we may be unable to raise additional capital.

Recently Issued 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 measured based on the fairvalue of the awards previously calculated in developing the pro formadisclosures in accordance with the provisions of SFAS No. 123. On April14, 2005, the SEC announced the adoption of a new rule that amends thecompliance dates for SFAS No. 123(R). The new rule allows registrantsto implement SFAS No. 123(R) at the beginning of their next fiscal yearthat begins after September 15, 2005. As a result, the Company will berequired to adopt the provisions of SFAS No. 123(R) on January 1, 2006.The Company is currently assessing the impact of adopting SFAS No.123(R) to its consolidated results of operations.

In September2005, the FASB issued SFAS No. 154, "Accounting Changesand Error Corrections a replacement of APB Opinion No. 20 and FASBStatement No. 3." This Statement changes the 

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requirements for the accounting for andreporting of a change in accounting principle. This Statement appliesto voluntary changes as well as those changes required by an accountingpronouncement if that pronouncement does not include specifictransition provisions. This Statement requires retrospectiveapplication to prior periods' financial statements of changes inaccounting principle as opposed to being shown as a cumulativeadjustment in the period of change. The Statement is effective for allchanges and corrections of errors made in fiscal years beginning afterDecember 15, 2005. The adoption of this standard is not expected tomaterially impact the Company.

On March 31, 2005, the FASBissued Interpretation No. ("FIN") 47,"Accounting for Conditional Asset RetirementObligations" which is an interpretation of SFAS No. 143,"Accounting for Asset RetirementObligations." FIN 47 clarifies that the recognition andmeasurement provisions of SFAS No. 143 apply to asset retirementobligations in which the timing and/or method of settlement may beconditional on a future event, including obligations to remediateasbestos at the end of a building's useful life and obligationsto dispose of chemically-treated telephone poles at the end of theiruseful lives. FIN 47 is effective for fiscal years ending afterDecember 15, 2005. The Company is currently assessing the impact ofadopting FIN 47 to its consolidated results of operations.

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|--------------|-----------------------------------------------------------|
| ITEM3.  | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUTMARKET RISK |

We do not engage in commodity futures tradingactivities and do not enter into derivative financial instrumenttransactions for trading or other speculative purposes. We also do notengage in transactions in foreign currencies that could expose us tomarket risk.

General hedging policies – We haveentered into interest rate swap and collar agreements to manage ourexposure to interest rate changes in the past. We seek to minimizecounterparty credit risk through stringent credit approval and reviewprocesses, the selection of only the most creditworthy counterparties,continual review and monitoring of all counterparties, and throughlegal review of contracts. We also control exposure to market risk byregularly monitoring changes in interest rate positions under normaland stress conditions to ensure that they do not exceed establishedlimits. Our derivative transactions are used for hedging purposes onlyand comply with Board-approved policies. Senior management receivesfrequent status updates of all outstanding derivative positions. As ofSeptember 30, 2005, we had no hedging instruments outstanding.

Interest rate risk management – Our interest raterisk management program focuses on minimizing exposure to interest ratemovements by setting an optimal mixture of floating and fixed-ratedebt. We utilize interest rate swaps and collars to adjust our riskprofile relative to any floating rate debt. We have $175,000 infloating rate debt outstanding at September 30, 2005 as a result of ouracquisition of AirGate in the first quarter of 2005.

Thefollowing table presents the estimated future outstanding long-termdebt at the end of each year and future required annual principalpayments for each year then ended associated with the senior discountnotes, senior notes and capital leases based on our projected level oflong-term indebtedness:

37

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|                                  |  |                         |         |         |  |        |         |         |  |        |         |            |  |        |          |         |  |        |         |         |  |        |         |         |  |  |
|----------------------------------|--|-------------------------|---------|---------|--|--------|---------|---------|--|--------|---------|------------|--|--------|----------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                             |  | YearsEnding December31, |
|                             |  | 2005                    |         | 2006    |  | 2007   |         | 2008    |  | 2009   |         | Thereafter |
|                             |  | (Dollars InMillions)    |
| Fixed Rate Instruments           |  |                    |    |    |  |   |    |    |  |   |    |       |  |   |     |    |  |   |    |    |  |   |    |    |
| 12 7/8% seniordiscount notes (1) |  | $                       | 6       |    |  | $      | — |    |  | $      | — |       |  | $      | —- |    |  | $      | — |    |  | $      | — |    |
| Fixed interestrate               |  |                    | 12.875  | %  |  |   | N/A     |    |  |   | N/A     |       |  |   | N/A      |    |  |   | N/A     |    |  |   | N/A     |    |
| Principalpayments                |  | $                       | 6       |    |  | $      | — |    |  | $      | — |       |  | $      | —  |    |  | $      | — |    |  | $      | — |    |
| 12% senior discount notes (2)    |  | $                       | 233     |    |  | $      | 233     |    |  | $      | 233     |       |  | $      | 233      |    |  | $      | — |    |  | $      | — |    |
| Fixed interestrate               |  |                    | 12.000  | %  |  |   | 12.000  | %  |  |   | 12.000  | %     |  |   | 12.000   | %  |  |   | 12.000  | %  |  |   | N/A     |    |
| Principalpayments                |  | $                       | — |    |  | $      | — |    |  | $      | — |       |  | $      | —  |    |  | $      | 233     |    |  | $      | — |    |
| 121⁄2% seniornotes          |  | $                       | 12      |    |  | $      | 12      |    |  | $      | 12      |       |  | $      | 12       |    |  | $      | 12      |    |  | $      | — |    |
| Fixed interestrate               |  |                    | 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     |    |  | $      | — |    |
| Fixed interestrate               |  |                    | 11.000  | %  |  |   | 11.000  | %  |  |   | 11.000  | %     |  |   | 11.000   | %  |  |   | 11.000  | %  |  |   | 11.000  | %  |
| Principalpayments                |  | $                       | — |    |  | $      | — |    |  | $      | — |       |  | $      | —  |    |  | $      | — |    |  | $      | 251     |    |
| 81⁄2%seniornotes            |  | $                       | 250     |    |  | $      | 250     |    |  | $      | 250     |       |  | $      | 250      |    |  | $      | 250     |    |  | $      | — |    |
| Fixed interestrate               |  |                    | 8.500   | %  |  |   | 8.500   | %  |  |   | 8.500   | %     |  |   | 8.500    | %  |  |   | 8.500   | %  |  |   | 8.500   | %  |
| Principalpayments                |  | $                       | — |    |  | $      | — |    |  | $      | — |       |  | $      | —  |    |  | $      | — |    |  | $      | 250     |    |
| 9 3/8 seniornotes (3)            |  | $                       | 159     |    |  | $      | 159     |    |  | $      | 159     |       |  | $      | 159      |    |  | $      | — |    |  | $      | — |    |
| Fixed interestrate               |  |                    | 9.375   | %  |  |   | 9.375   | %  |  |   | 9.375   | %     |  |   | 9.375    | %  |  |   | 9.375   | %  |  |   | N/A     |    |
| Principalpayments                |  | $                       | — |    |  | $      | — |    |  | $      | — |       |  | $      | —  |    |  | $      | 159     |    |  | $      | — |    |
| Variable Rate Instruments        |  |                    |    |    |  |   |    |    |  |   |    |       |  |   |     |    |  |   |    |    |  |   |    |    |
| Floatingrate notes (3)           |  | $                       | 175     |    |  | $      | 175     |    |  | $      | 175     |       |  | $      | 175      |    |  | $      | 175     |    |  | $      | — |    |
| Average Interest Rate(4)         |  |                    | 6.410   | %  |  |   | 6.410   | %  |  |   | 6.410   | %     |  |   | 6.410    | %  |  |   | 6.410   | %  |  |   | 6.410   | %  |
| Principalpayments                |  | $                       | — |    |  | $      | — |    |  | $      | — |       |  | $      | —  |    |  | $      | — |    |  | $      | 175     |    |
| Capitalleases                    |  |                    |    |    |  |   |    |    |  |   |    |       |  |   |     |    |  |   |    |    |  |   |    |    |
| Total minimum lease payments(5)  |  | $                       | 1.064   |    |  | $      | .888    |    |  | $      | 0.744   |       |  | $      | 0.600    |    |  | $      | 0.445   |    |  | $      | — |    |
| Average InterestRate             |  |                    | 11.000  | %  |  |   | 11.000  | %  |  |   | 11.000  | %     |  |   | 11.000   | %  |  |   | 11.000  | %  |  |   | 11.000  | %  |
| Annualleasepayments              |  | $                       | 0.196   |    |  | $      | 0.176   |    |  | $      | 0.144   |       |  | $      | 0.145    |    |  | $      | 0.154   |    |  | $      | 0.445   |    |
|                                  |

|           |                                                            |
|-----------|------------------------------------------------------------|
| (1)  | The12 7/8% senior discount notes were called inApril 2005. |

|           |                                                                                                                                                                                    |
|-----------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (2)  | Interest accreted onthe 12% senior discount notes through July 31, 2005, at whichtime the notes began to require cash payments of interest semiannuallybeginning January 31, 2006. |

|           |                                                                                                                                           |
|-----------|-------------------------------------------------------------------------------------------------------------------------------------------|
| (3)  | The9 3/8% senior notes and the floating rate noteswere assumed in connection with the acquisition of AirGate in the firstquarter of 2005. |

|           |                                                                                                                                        |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------|
| (4)  | The Floatingrate notes bear interest at LIBOR plus 3.75%. The rate reflectedin the table is the effective rate as of December 31,2004. |

|           |                                                                                                                                          |
|-----------|------------------------------------------------------------------------------------------------------------------------------------------|
| (5)  | These amounts represent theestimated minimum annual payments due under our estimated capital leaseobligations for the periods presented. |

Our primary market riskexposure relates to:

|              |                                                                  |
|--------------|------------------------------------------------------------------|
| •  | the interestrate risk on long-term and short-term borrowings;and |

|              |                                                                                                 |
|--------------|-------------------------------------------------------------------------------------------------|
| •  | our ability to refinance oursenior discount notes and senior notes at maturity at market rates. |

|               |                         |
|---------------|-------------------------|
| ITEM 4.  | CONTROLS AND PROCEDURES |

|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (a)  | Evaluation of Disclosure Controlsand Procedures. The Company's management with the participationof the Company's Chief Executive Officer and Chief FinancialOfficer has evaluated the effectiveness of our disclosure controls andprocedures (as such term is defined in Rules 13a-15(e) or 15d-15(e)under the Exchange Act of 1934, as amended (the "ExchangeAct")), as of the end of the period covered by thisquarterly report. Based on such evaluation, such officers haveconcluded that, as of the end of the period covered by this quarterlyreport, the Company's disclosure controls and procedures areeffective. |

|           |                                                                                                                                                                                                                                                                                                                                                                                                          |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b)  | Changes in InternalControl Over Financial Reporting. There have not been any changes inour internal controls over financial reporting (as such term is definedin Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during thefiscal quarter to which this report relates that have materiallyaffected, or are reasonably likely to materially affect, our internalcontrols over financial reporting. |

38

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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 to ussemi-annually.

PART II – OTHER INFORMATION

|              |                    |
|--------------|--------------------|
| ITEM1.  | LEGAL PROCEEDINGS. |

See Part I, Item 1,Note 15 under the caption "Commitments and Contingencies– Litigation" for a description of legalproceedings.

|               |                                                             |
|---------------|-------------------------------------------------------------|
| ITEM 2.  | UNREGISTERED SALES OFEQUITY SECURITIES AND USE OF PROCEEDS. |

None.

|              |                                  |
|--------------|----------------------------------|
| ITEM3.  | DEFAULTS UPON SENIOR SECURITIES. |

None.

|               |                                                     |
|---------------|-----------------------------------------------------|
| ITEM 4.  | SUBMISSION OF MATTERS TO AVOTE OF SECURITY HOLDERS. |

None.

|              |                    |
|--------------|--------------------|
| ITEM5.  | OTHER INFORMATION. |

None.

|              |           |
|--------------|-----------|
| ITEM6.  | EXHIBITS. |

See the Exhibit Index followingthe signature page hereto for a list of the exhibits filed pursuant toItem 601 of Regulation S-K.

39

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SIGNATURES

Pursuant to therequirements of the Securities Exchange Act of 1934, the registrant hasduly caused this report to be signed on its behalf by the undersignedthereunto duly authorized.

|        |  |                                                                                                                    |  |  |  |  |
|--------|--|--------------------------------------------------------------------------------------------------------------------|--|--|--|--|
|   |  | ALAMOSAHOLDINGS, INC.(Registrant)                                                                                  |
|   |  | /s/ David E.Sharbutt                                                                                               |
|   |  | Name:David E. Sharbutt Chairman of the Board of Directors andChief Executive Officer (Principal Executive Officer) |
|   |  | /s/ Kendall W.Cowan                                                                                                |
|   |  | Name: KendallW. CowanChief Financial Officer (Principal Financial andAccounting Officer)                           |
|        |

40

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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 of Alamosa Holdings, Inc. (SEC File No. 000-32357),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 of Alamosa Holdings,Inc. (SEC File No. 000-32357), 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. (SEC File No. 001-16793) for the quarterly period ended September30, 2003, 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. (SEC File No. 001-16793) for the quarterly period ended September30, 2003, which exhibit is incorporated herein byreference. |
| 10.1 † |  | 2006Board and Board Committee Member Compensation Plan, filed as exhibit10.1 to the current report on Form 8-K of Alamosa Holdings, Inc. (SECFile No. 000-16793), dated October 31, 2005, which exhibit isincorporated herein by reference.                                                    |
| 31.1*         |  | Certification of CEO Pursuant to Section 302 of theSarbanes-Oxley Act of 2002.                                                                                                                                                                                                                 |
| 31.2*         |  | Certification of CFO Pursuant to Section 302 of theSarbanes-Oxley Act of 2002.                                                                                                                                                                                                                 |
| 32.1*         |  | Certification of CEO Pursuant to 18 U.S.C. Section 1350, asadopted Pursuant to Section 906 of the Sarbanes-Oxley Act of2002.                                                                                                                                                                   |
| 32.2 *        |  | Certification of CFO Pursuantto 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of theSarbanes-Oxley Act of2002.                                                                                                                                                                    |
|               |

|  |
|--|
|  |  |
|  |

|          |                                                    |
|----------|----------------------------------------------------|
| † | Exhibitis management contract or compensatoryplan. |

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

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