##### Table of Contents

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SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



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FORM 10-Q



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(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|- | ----------------------------------------------------------------------------------------



For the quarterly period ended June 30, 2005



OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.
|- | -----------------------------------------------------------------------------------------



For the transition period from  to



COMMISSION FILE NUMBER: 333-57715



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SUNCOM WIRELESS, INC.

(Exact name of Registrant as specified in its charter)



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|                                                              |  |                                    
|------------------------------------------------------------- |  | -----------------------------------
|Delaware                                                      |  | 23-2930873                         
|(State or other jurisdiction ofincorporation or organization) |  | (I.R.S. employeridentification no.)



1100 Cassatt Road

Berwyn, Pennsylvania 19312

(Address and zip code of principal executive offices)



(610) 651-5900

(Registrants telephone number, including area code)



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Indicate by a check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈



Indicate by a check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange
Act).    Yes ̈No  x



As of July 29, 2005, 100 shares of the registrants common stock were
outstanding.



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##### Table of Contents

SUNCOM WIRELESS, INC.

SECOND QUARTER REPORT

TABLE OF CONTENTS



|       |  |                                                                                                 |  |         
|------ |  | ----------------------------------------------------------------------------------------------- |  | --------
|       |  |                                                                                                 |  | Page No.
|       |  | PART I. Financial Information                                                                   |  |         
|       |  |                                                                                                
|Item 1 |  | Financial Statements (unaudited)                                                                |  |         
|       |  |                                                                                                
|       |  | Consolidated Balance Sheets at December 31, 2004 and June 30, 2005                              |  | 3       
|       |  | Consolidated Statements of Operations for the three and six months ended June 30, 2004 and 2005 |  | 4       
|       |  | Consolidated Statements of Cash Flows for the six months ended June 30, 2004 and 2005           |  | 5       
|       |  | Notes to the Financial Statements                                                               |  | 6       
|Item 2 |  | Managements Discussion and Analysis of Financial Condition and Results of Operations           |  | 19      
|Item 3 |  | Quantitative and Qualitative Disclosures About Market Risk                                      |  | 29      
|Item 4 |  | Controls and Procedures                                                                         |  | 29      
|       |  |                                                                                                
|       |  | Part II. Other Information                                                                      |  |         
|       |  |                                                                                                
|Item 1 |  | Legal Proceedings                                                                               |  | 30      
|Item 2 |  | Unregistered Sales of Equity Securities and Use of Proceeds                                     |  | 30      
|Item 3 |  | Defaults Upon Senior Securities                                                                 |  | 30      
|Item 4 |  | Submission of Matters to a Vote of Security Holders                                             |  | 30      
|Item 5 |  | Other Information                                                                               |  | 30      
|Item 6 |  | Exhibits                                                                                        |  | 30      



2



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##### Table of Contents

PART I. FINANCIAL INFORMATION



ITEM 1. FINANCIAL STATEMENTS



SUNCOM WIRELESS, INC.

CONSOLIDATED BALANCE SHEETS

(Dollars in thousands, except par value)

(Unaudited)



|                                                                                                                                    |  |                  |           |   |              |   |           |  
|----------------------------------------------------------------------------------------------------------------------------------- |  | ---------------- | --------- | - | ------------ | - | --------- | -
|                                                                                                                                    |  | December 31,2004 |           |   | June 30,2005 |  
|ASSETS:                                                                                                                             |  |                  |           |   |              |   |           |  
|Current assets:                                                                                                                     |  |                  |           |   |              |   |           |  
|Cash and cash equivalents                                                                                                           |  | $                | 8,351     |   |              | $ | 40,038    |  
|Short-term investments                                                                                                              |  |                  | 305,500   |   |              |   | 219,050   |  
|Accounts receivable, net of allowance for doubtful accounts of $7,585 and $13,528, respectively                                     |  |                  | 79,290    |   |              |   | 100,950   |  
|Accounts receivable  roaming partners                                                                                              |  |                  | 18,348    |   |              |   | 44,778    |  
|Due from related parties                                                                                                            |  |                  | 7,349     |   |              |   | 5,546     |  
|Inventory, net                                                                                                                      |  |                  | 18,216    |   |              |   | 20,211    |  
|Prepaid expenses                                                                                                                    |  |                  | 11,611    |   |              |   | 15,738    |  
|Other current assets                                                                                                                |  |                  | 10,806    |   |              |   | 19,666    |  
|                                                                                                                                    |  |                  |           |   |              |   |           |  
|Total current assets                                                                                                                |  |                  | 459,471   |   |              |   | 465,977   |  
|                                                                                                                                    |  |                 
|Long term assets:                                                                                                                   |  |                  |           |   |              |   |           |  
|Property and equipment, net                                                                                                         |  |                  | 814,127   |   |              |   | 732,929   |  
|Intangible assets, net                                                                                                              |  |                  | 984,052   |   |              |   | 936,306   |  
|Other long-term assets                                                                                                              |  |                  | 5,180     |   |              |   | 4,881     |  
|                                                                                                                                    |  |                  |           |   |              |   |           |  
|Total assets                                                                                                                        |  | $                | 2,262,830 |   |              | $ | 2,140,093 |  
|                                                                                                                                    |  |                  |           |   |              |   |           |  
|LIABILITIES AND STOCKHOLDERS EQUITY:                                                                                               |  |                  |           |   |              |   |           |  
|Current liabilities:                                                                                                                |  |                  |           |   |              |   |           |  
|Accounts payable                                                                                                                    |  | $                | 85,896    |   |              | $ | 105,647   |  
|Accrued liabilities                                                                                                                 |  |                  | 67,365    |   |              |   | 57,426    |  
|Current portion of long term debt                                                                                                   |  |                  | 3,484     |   |              |   | 3,178     |  
|Other current liabilities                                                                                                           |  |                  | 23,984    |   |              |   | 23,997    |  
|                                                                                                                                    |  |                  |           |   |              |   |           |  
|Total current liabilities                                                                                                           |  |                  | 180,729   |   |              |   | 190,248   |  
|                                                                                                                                    |  |                 
|Long-term debt:                                                                                                                     |  |                  |           |   |              |   |           |  
|Capital lease obligations                                                                                                           |  |                  | 269       |   |              |   | 946       |  
|Senior secured term loan                                                                                                            |  |                  | 247,500   |   |              |   | 246,250   |  
|Senior notes                                                                                                                        |  |                  | 712,055   |   |              |   | 712,590   |  
|                                                                                                                                    |  |                  |           |   |              |   |           |  
|Total senior long-term debt                                                                                                         |  |                  | 959,824   |   |              |   | 959,786   |  
|                                                                                                                                    |  |                 
|Subordinated notes                                                                                                                  |  |                  | 728,494   |   |              |   | 729,395   |  
|                                                                                                                                    |  |                  |           |   |              |   |           |  
|Total long-term debt                                                                                                                |  |                  | 1,688,318 |   |              |   | 1,689,181 |  
|                                                                                                                                    |  |                 
|Deferred income taxes, net                                                                                                          |  |                  | 139,321   |   |              |   | 144,557   |  
|Deferred revenue                                                                                                                    |  |                  | 659       |   |              |   | 1,160     |  
|Deferred gain on sale of property and equipment                                                                                     |  |                  | 19,099    |   |              |   | 51,898    |  
|Other long-term liabilities                                                                                                         |  |                  | 2,013     |   |              |   | 2,165     |  
|                                                                                                                                    |  |                  |           |   |              |   |           |  
|Total liabilities                                                                                                                   |  |                  | 2,030,139 |   |              |   | 2,079,209 |  
|                                                                                                                                    |  |                 
|Commitments and contingencies                                                                                                       |  |                  |          |   |              |   |          |  
|                                                                                                                                    |  |                 
|Stockholders equity                                                                                                                |  |                  |           |   |              |   |           |  
|Common stock, $0.01 par value, 1,000 shares authorized; 100 shares issued and outstanding as of December 31, 2004 and June 30,
2005 |  |                  |          |   |              |   |          |  
|Additional paid-in capital                                                                                                          |  |                  | 560,934   |   |              |   | 562,520   |  
|Accumulated deficit                                                                                                                 |  |                  | (313,417  | ) |              |   | (491,625  | )
|SunCom Wireless Holdings, Inc. common stock held in trust                                                                           |  |                  | (94       | ) |              |   | (101      | )
|Deferred compensation                                                                                                               |  |                  | (14,732   | ) |              |   | (9,910    | )
|                                                                                                                                    |  |                  |           |   |              |   |           |  
|Total stockholders equity                                                                                                          |  |                  | 232,691   |   |              |   | 60,884    |  
|                                                                                                                                    |  |                  |           |   |              |   |           |  
|Total liabilities and stockholders equity                                                                                          |  | $                | 2,262,830 |   |              | $ | 2,140,093 |  
|                                                                                                                                    |  |                  |           |   |              |   |           |  



See accompanying notes
to financial statements.



3



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##### Table of Contents

SUNCOM WIRELESS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands)

(Unaudited)



|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                            |         |   |                          |   |          |      |  |   |         |   |  |   |          |  
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ------- | - | ------------------------ | - | -------- | ---- |  | - | ------- | - |  | - | -------- | -
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | Three Months EndedJune 30, |         |   | Six Months EndedJune 30, |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  | 2004                       |         |   | 2005                     |   |          | 2004 |  |   | 2005    |  
|Revenues:                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                            |         |   |                          |   |          |      |  |   |         |   |  |   |          |  
|Service                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | $                          | 155,454 |   |                          | $ | 166,479  |      |  | $ | 303,122 |   |  | $ | 329,328  |  
|Roaming                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                            | 38,520  |   |                          |   | 22,978   |      |  |   | 72,156  |   |  |   | 46,809   |  
|Equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                            | 18,515  |   |                          |   | 23,423   |      |  |   | 35,171  |   |  |   | 40,696   |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                            |         |   |                          |   |          |      |  |   |         |   |  |   |          |  
|Total revenue                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                            | 212,489 |   |                          |   | 212,880  |      |  |   | 410,449 |   |  |   | 416,833  |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                            |         |  
|Expenses:                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                            |         |   |                          |   |          |      |  |   |         |   |  |   |          |  
|Cost of service (excluding the below amortization, excluding depreciation of $39,204 and $55,590 for the three months ended June 30, 2004 and
2005, respectively, and $73,421 and $95,043 for the six months ended June 30, 2004 and 2005, respectively, and excluding non-cash compensation of $800 and $260 for the three months ended June 30, 2004 and 2005, respectively and $1,626 and $410 for
the six months ended June 30, 2004 and 2005, respectively) |  |                            | 63,777  |   |                          |   | 64,744   |      |  |   | 122,942 |   |  |   | 126,394  |  
|Cost of equipment                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                            | 31,818  |   |                          |   | 49,511   |      |  |   | 64,343  |   |  |   | 84,157   |  
|Selling, general and administrative (excluding depreciation of $3,719 and $2,830 for the three months ended June 30, 2004 and 2005,
respectively, and $7,603 and $5,868 for the six months ended June 30, 2004 and 2005, respectively, and excluding non-cash compensation of $5,092 and $2,103 for the three months ended June 30, 2004 and 2005, respectively, and $9,868 and $5,991 for
the six months ended June 30, 2004 and 2005, respectively)            |  |                            | 60,051  |   |                          |   | 90,641   |      |  |   | 123,053 |   |  |   | 167,057  |  
|Non-cash compensation                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |                            | 5,892   |   |                          |   | 2,363    |      |  |   | 11,494  |   |  |   | 6,401    |  
|Depreciation and asset disposal                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                            | 42,923  |   |                          |   | 58,420   |      |  |   | 81,024  |   |  |   | 100,911  |  
|Amortization                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                            | 1,744   |   |                          |   | 15,616   |      |  |   | 3,602   |   |  |   | 32,572   |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                            |         |   |                          |   |          |      |  |   |         |   |  |   |          |  
|Income (loss) from operations                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                            | 6,284   |   |                          |   | (68,415  | )    |  |   | 3,991   |   |  |   | (100,659 | )
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                            |         |   |                          |   |          |      |  |   |         |   |  |   |          |  
|Interest expense                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                            | (30,932 | ) |                          |   | (37,039  | )    |  |   | (62,258 | ) |  |   | (73,766  | )
|Other expense                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |                            |        |   |                          |   |         |      |  |   |        |   |  |   | (74      | )
|Interest and other income                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                            | 265     |   |                          |   | 2,112    |      |  |   | 571     |   |  |   | 4,049    |  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                            |         |   |                          |   |          |      |  |   |         |   |  |   |          |  
|Loss before taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                |  |                            | (24,383 | ) |                          |   | (103,342 | )    |  |   | (57,696 | ) |  |   | (170,450 | )
|Income tax provision                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                            | (3,483  | ) |                          |   | (4,000   | )    |  |   | (6,857  | ) |  |   | (7,758   | )
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                            |         |   |                          |   |          |      |  |   |         |   |  |   |          |  
|Net loss                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  | $                          | (27,866 | ) |                          | $ | (107,342 | )    |  | $ | (64,553 | ) |  | $ | (178,208 | )
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |                            |         |   |                          |   |          |      |  |   |         |   |  |   |          |  



See accompanying notes
to financial statements.



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##### Table of Contents

SUNCOM WIRELESS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)



|                                                                                                                                             |  |                           |          |   |      |   |          |  
|-------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------------------- | -------- | - | ---- | - | -------- | -
|                                                                                                                                             |  | Six Months Ended June 30, |         
|                                                                                                                                             |  | 2004                      |          |   | 2005 |  
|Cash flows from operating activities:                                                                                                        |  |                           |          |   |      |   |          |  
|Net loss                                                                                                                                     |  | $                         | (64,553  | ) |      | $ | (178,208 | )
|Adjustments to reconcile net loss to net cash provided by (used in) operating activities, net of effects from acquisitions and
divestitures: |  |                           |          |   |      |   |          |  
|Depreciation, asset disposal and amortization                                                                                                |  |                           | 84,626   |   |      |   | 133,483  |  
|Deferred income taxes                                                                                                                        |  |                           | 6,026    |   |      |   | 7,624    |  
|Accretion of interest                                                                                                                        |  |                           | 1,667    |   |      |   | 2,176    |  
|Bad debt expense                                                                                                                             |  |                           | 3,815    |   |      |   | 3,686    |  
|Non-cash compensation                                                                                                                        |  |                           | 11,494   |   |      |   | 6,401    |  
|Other non-operating losses                                                                                                                   |  |                           |         |   |      |   | 74       |  
|                                                                                                                                             |  |                          
|Change in operating assets and liabilities:                                                                                                  |  |                           |          |   |      |   |          |  
|Accounts receivable                                                                                                                          |  |                           | (9,735   | ) |      |   | (36,145  | )
|Inventory                                                                                                                                    |  |                           | (9,630   | ) |      |   | (1,995   | )
|Prepaid expenses and other current assets                                                                                                    |  |                           | (1,962   | ) |      |   | (12,741  | )
|Intangible and other assets                                                                                                                  |  |                           | 1,723    |   |      |   | 350      |  
|Accounts payable                                                                                                                             |  |                           | (3,620   | ) |      |   | 28,416   |  
|Accrued payroll and liabilities                                                                                                              |  |                           | (6,211   | ) |      |   | 781      |  
|Deferred revenue                                                                                                                             |  |                           | 79       |   |      |   | (730     | )
|Accrued interest                                                                                                                             |  |                           | (86      | ) |      |   | (496     | )
|Other liabilities                                                                                                                            |  |                           | 200      |   |      |   | 1,160    |  
|                                                                                                                                             |  |                           |          |   |      |   |          |  
|Net cash provided by (used in) operating activities                                                                                          |  |                           | 13,833   |   |      |   | (46,164  | )
|                                                                                                                                             |  |                          
|Cash flows from investing activities:                                                                                                        |  |                           |          |   |      |   |          |  
|Purchase of available for sale securities                                                                                                    |  |                           | (160,350 | ) |      |   | (628,450 | )
|Proceeds from sale of available for sale securities                                                                                          |  |                           | 202,750  |   |      |   | 714,900  |  
|Proceeds from sale of property and equipment                                                                                                 |  |                           | 532      |   |      |   | 45,619   |  
|Capital expenditures                                                                                                                         |  |                           | (40,108  | ) |      |   | (43,230  | )
|Other                                                                                                                                        |  |                           | (8       | ) |      |   | (1,069   | )
|                                                                                                                                             |  |                           |          |   |      |   |          |  
|Net cash provided by investing activities                                                                                                    |  |                           | 2,816    |   |      |   | 87,770   |  
|                                                                                                                                             |  |                          
|Cash flows from financing activities:                                                                                                        |  |                           |          |   |      |   |          |  
|Payments under senior secured term loan                                                                                                      |  |                           |         |   |      |   | (1,250   | )
|Change in bank overdraft                                                                                                                     |  |                           | (10,048  | ) |      |   | (9,816   | )
|Repayments from (advances to) related party                                                                                                  |  |                           | (111     | ) |      |   | 1,803    |  
|Principal payments under capital lease obligations                                                                                           |  |                           | (833     | ) |      |   | (628     | )
|Other                                                                                                                                        |  |                           | (67      | ) |      |   | (28      | )
|                                                                                                                                             |  |                           |          |   |      |   |          |  
|Net cash used in financing activities                                                                                                        |  |                           | (11,059  | ) |      |   | (9,919   | )
|                                                                                                                                             |  |                          
|Net increase in cash and cash equivalents                                                                                                    |  |                           | 5,590    |   |      |   | 31,687   |  
|                                                                                                                                             |  |                          
|Cash and cash equivalents, beginning of period                                                                                               |  |                           | 3,366    |   |      |   | 8,351    |  
|                                                                                                                                             |  |                           |          |   |      |   |          |  
|Cash and cash equivalents, end of period                                                                                                     |  | $                         | 8,956    |   |      |   | 40,038   |  
|                                                                                                                                             |  |                           |          |   |      |   |          |  
|Non-cash investing and financing activities                                                                                                  |  |                           |          |   |      |   |          |  
|Deferred stock compensation grants, net of forfeitures                                                                                       |  | $                         | 4,310    |   |      | $ | 1,579    |  
|Equipment acquired under capital lease obligation                                                                                            |  |                           |         |   |      |   | 1,000    |  
|Change in fair value of derivative instruments acting as a hedge                                                                             |  |                           | (12,248  | ) |      |   |         |  
|Change in capital expenditures included in accounts payable                                                                                  |  |                           | 3,268    |   |      |   | (8,830   | )
|Change in direct transaction costs included in accrued expenses                                                                              |  |                           |         |   |      |   | (503     | )
|Asset retirement obligation accruals for property, plant and equipment                                                                       |  |                           | 12       |   |      |   | 13       |  
|Adjustment to goodwill related to an exchange agreement, net                                                                                 |  |                           |         |   |      |   | (15,425  | )



See accompanying notes
to financial statements.



5



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##### Table of Contents

SUNCOM WIRELESS, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2005



(1) Basis of Presentation



The accompanying consolidated financial statements are unaudited and have been prepared by management. In the opinion of management, these
consolidated financial statements contain all of the adjustments, consisting of normal recurring adjustments, necessary to present fairly, in summarized form, the financial position and the results of operations of SunCom Wireless, Inc.
(SunCom). The results of operations for the three and six months ended June 30, 2005 may not be indicative of the results that may be expected for the year ending December 31, 2005. The financial information presented herein should be
read in conjunction with the consolidated financial statements for the year ended December 31, 2004, which include information and disclosures not included herein.



SunCom is a direct, wholly-owned subsidiary of SunCom Wireless Investment Co., LLC. (SunCom Investment Company). SunCom
Investment Company is a direct, wholly-owned subsidiary of SunCom Wireless Holdings, Inc., formerly known as Triton PCS Holdings, Inc. (Holdings). Accordingly, SunCom and its subsidiaries are indirect, wholly-owned subsidiaries of
Holdings. SunCom has no independent assets or operations, and all of SunComs subsidiaries, other than Triton PCS Property Company L.L.C. and Triton PCS License Company L.L.C., have guaranteed on a full, unconditional and joint and several
basis SunComs 81/2% senior notes due 2013 (the 81/2% Notes), its 93/8% senior subordinated notes due 2011 (the 93/8% Notes) and its 83/4% senior subordinated notes due 2011 (the 83/4% Notes). The 81/2% Notes are effectively subordinated in right of payment to all of SunComs senior secured debt, including its current senior secured term loan (the Term Loan). The 93/8% Notes and the 83/4% Notes constitute unsecured obligations of SunCom and rank subordinate in right of payment to all of SunComs existing and future senior debt, including the 81/2% Notes and the Term Loan.



The consolidated accounts include SunCom and its wholly-owned subsidiaries (collectively, the Company). All significant
intercompany accounts or balances have been eliminated in consolidation.



Certain reclassifications have been made to prior period financial statements to conform to the current period presentation. Auction rate securities, historically classified as cash and cash equivalents, have been reclassified as marketable
securities for the period ended June 30, 2004. This reclassification resulted in a decrease of $42.4 million to cash flows used in investing activities as a result of the net sales of auction rate securities in the period ended June 30, 2004.



(2) New Accounting Pronouncements



On June 1, 2005, the Financial Accounting Standards Board (the FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 154, Accounting Changes and Error Corrections (SFAS 154). SFAS 154 replaces Accounting Principles Board Opinion No. 20, Accounting Changes and
SFAS No. 3, Reporting Accounting Changes in Interim Financial Statements. SFAS 154 requires that a voluntary change in accounting principle be applied retrospectively to all prior period financial statements presented. SFAS 154 also
requires that a change in method of depreciating or amortizing a long-lived non-financial asset be accounted for prospectively as a change in estimate, and correction of errors in previously issued financial statements should be termed a
restatement. SFAS 154 is effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. The Company does not expect this Statement to have a material effect on its financial statements or its
results of operations.



On December 15, 2004, the FASB issued the revised SFAS
No. 123, Share-Based Payment (SFAS 123R), which addresses the accounting for share-based payment transactions in which an entity obtains employee services in exchange for (a) equity instruments of the entity or (b)
liabilities that are based on the fair value of the entitys equity instruments or that may be settled by the issuance of such equity instruments. This statement eliminates the ability to account for employee share-based payment transactions
using Accounting Principles Board Opinion No. 25 and requires instead that such transactions be accounted for using the grant-date fair value based method. SFAS 123R applies to all awards granted or modified after the Statements effective
date. In addition, compensation cost for the unvested portion of previously granted awards that remain outstanding on the Statements effective date shall be recognized on or after the effective date, as the related services are rendered, based
on the awards grant-date fair value as previously calculated for the pro-forma disclosure under SFAS 123. The requirements of SFAS 123R were to become effective as of the beginning of the third quarter of 2005; however, on April 14, 2005, the
Securities and Exchange Commission (SEC) announced the adoption of a new rule that amends the compliance dates for SFAS 123R. The SECs new rule allows the Company to implement SFAS 123R as of January 1, 2006. The SECs new
rule does not change the accounting required by SFAS No. 123R; it changes only the dates for compliance with the standard. The Company currently uses the grant-date fair value based method to account for Holdings restricted stock awards, and
as such, does not expect this statement to have a material effect on its financial statements or its results of operations.



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SUNCOM WIRELESS, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2005



On November 24, 2004, the FASB issued SFAS No. 151, Inventory Costsan amendment of ARB 43, Chapter
4 (SFAS 151). This statement amends the guidance in ARB No. 43, Chapter 4, Inventory Pricing, to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material. This
statement requires that those items be recognized as current-period charges. In addition, this Statement requires that allocation of fixed production overhead to the costs of conversion be based on the normal capacity of the production facilities.
This Statement will be effective for inventory costs incurred during fiscal years beginning after June 15, 2005. The Company does not expect this Statement to have a material effect on its financial statements or its results of operations.



On December 15, 2004, the FASB issued SFAS No. 153, Exchanges of
Non-Monetary AssetsAn Amendment of APB Opinion No. 29 (SFAS 153). SFAS 153 amends APB Opinion No. 29, Accounting for Non-Monetary Transactions. The amendments made by SFAS 153 are based on the principle that
exchanges of non-monetary assets should be measured based on the fair value of the assets exchanged. Further, the amendments eliminate the exception for non-monetary exchanges of similar productive assets and replace it with a general exception for
exchanges of non-monetary assets that do not have commercial substance. The provisions in SFAS 153 are effective for non-monetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. The Company does not expect this Statement
to have a material effect on its financial statements or its results of operations.



In March 2005, the FASB issued Interpretation No. 47 (FIN 47), Accounting for Conditional Asset Retirement Obligations  an interpretation of FASB Statement No. 143. This Interpretation clarifies the term
conditional asset retirement obligation as used in FASB No. 143 and requires a liability to be recorded if the fair value of the obligation can be reasonably estimated. The types of asset retirement obligations that are covered by this
interpretation are those for which an entity has a legal obligation to perform an asset retirement activity; however, the timing and/or method of settling the obligation are conditional on a future event that may or may not be within the control of
the entity. FIN 47 also clarifies when an entity would have sufficient information to reasonably estimate the fair value of an asset retirement obligation. This Interpretation becomes effective no later than December 31, 2005. Because the Company
currently records liabilities for conditional asset retirement obligations, it does not expect FIN 47 to have a material impact on its financial statements or results of operations.



(3) Stock Compensation



During May 2005, Holdings granted 1,020,559 shares of restricted Class A common stock to certain management employees under Holdings Stock and Incentive Plan (the
Stock Incentive Plan). These shares are subject to four-year vesting provisions. Deferred compensation of approximately $2.1 million was recorded based on the market value of the restricted shares at the date of grant.



During May 2005, Holdings granted 105,000 shares of restricted Class A common stock pursuant
to Holdings Directors Stock and Incentive Plan to the non-employee directors serving on Holdings Board of Directors. All of these shares vest on August 15, 2007. Deferred compensation of approximately $0.2 million was recorded
based on the market value of the restricted shares at the date of grant.



During the six months ended June 30, 2005, certain employees who resigned their employment with the Company forfeited approximately $0.7 million of restricted stock and in so doing returned 39,433 shares of Holdings restricted Class A
common stock originally issued under Holdings Stock Incentive Plan.



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SUNCOM WIRELESS, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2005



(4) Property and Equipment



The following table summarizes the Companys property and equipment as of December 31, 2004 and June 30, 2005, respectively.



|                                           |  |                        |           |   |               |   |           |  
|------------------------------------------ |  | ---------------------- | --------- | - | ------------- | - | --------- | -
|                                           |  | December 31, 2004      |           |   | June 30, 2005 |  
|                                           |  | (Dollars in thousands) |          
|Property and equipment:                    |  |                        |           |   |               |   |           |  
|Land                                       |  | $                      | 313       |   |               | $ | 313       |  
|Network infrastructure and equipment       |  |                        | 1,121,938 |   |               |   | 1,140,054 |  
|Furniture, fixtures and computer equipment |  |                        | 88,832    |   |               |   | 91,801    |  
|Capital lease assets                       |  |                        | 5,664     |   |               |   | 6,321     |  
|Construction in progress                   |  |                        | 9,091     |   |               |   | 14,906    |  
|                                           |  |                        |           |   |               |   |           |  
|                                           |  | $                      | 1,225,838 |   |               | $ | 1,253,395 |  
|Less accumulated depreciation              |  |                        | (411,711  | ) |               |   | (520,466  | )
|                                           |  |                        |           |   |               |   |           |  
|Property and equipment, net                |  | $                      | 814,127   |   |               | $ | 732,929   |  
|                                           |  |                        |           |   |               |   |           |  



In April 2004, the Company reviewed
the estimated service lives of its time division multiple access (TDMA) wireless communications equipment. This review was undertaken as the result of the Companys successful launch of its overlapping global system for mobile
communications and general packet radio service (GSM/GPRS) network in all of its covered markets. Service lives were shortened to fully depreciate all TDMA equipment by the end of 2008. TDMA equipment acquired after April 1, 2004 has a
useful life no longer than 57 months. The impact of this change for the quarter and six months ended June 30, 2005 was an increase in depreciation expense and net loss of approximately $3.0 million and $6.0 million, respectively.



During the second quarter of 2005, the Company further accelerated depreciation on wireless
communications equipment related to its TDMA network by shortening its service lives to fully depreciate all TDMA equipment by the end of 2006. This additional depreciation resulted from a more aggressive migration from the Companys TDMA
network to its GSM/GPRS network than originally planned. The impact of this change for the three and six months ended June 30, 2005 was an increase in depreciation expense and net loss of approximately $23.9 million.



(5) Detail of Certain Liabilities



The following table summarizes certain current liabilities as of December 31, 2004 and June
30, 2005, respectively.



|                                                |  |                        |        |              |   |       
|----------------------------------------------- |  | ---------------------- | ------ | ------------ | - | ------
|                                                |  | December 31,2004       |        | June 30,2005
|                                                |  | (Dollars in thousands)
|Accrued liabilities:                            |  |                        |        |              |   |       
|Bank overdraft liability                        |  | $                      | 13,509 |              | $ | 3,693 
|Accrued payroll and related expenses            |  |                        | 15,232 |              |   | 17,532
|Accrued expenses                                |  |                        | 15,050 |              |   | 13,123
|Accrued interest                                |  |                        | 23,574 |              |   | 23,078
|                                                |  |                        |        |              |   |       
|Total accrued liabilities                       |  | $                      | 67,365 |              | $ | 57,426
|                                                |  |                        |        |              |   |       
|Other current liabilities:                      |  |                        |        |              |   |       
|Deferred revenue                                |  | $                      | 13,012 |              | $ | 11,781
|Deferred gain on sale of property and equipment |  |                        | 920    |              |   | 2,306 
|Security deposits                               |  |                        | 7,498  |              |   | 9,910 
|Other                                           |  |                        | 2,554  |              |   |      
|                                                |  |                        |        |              |   |       
|Total other current liabilities                 |  | $                      | 23,984 |              | $ | 23,997
|                                                |  |                        |        |              |   |       



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SUNCOM WIRELESS, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2005



(6) Long-Term Debt



The following table summarizes the Companys borrowings as of December 31, 2004 and June 30, 2005, respectively.



|                                             |  |                        |           |              |   |          
|-------------------------------------------- |  | ---------------------- | --------- | ------------ | - | ---------
|                                             |  | December 31,2004       |           | June 30,2005
|                                             |  | (Dollars in thousands)
|Current portion of long-term debt:           |  |                        |           |              |   |          
|Current portion of capital lease obligations |  | $                      | 984       |              | $ | 678      
|Current portion of senior secured term loan  |  |                        | 2,500     |              |   | 2,500    
|                                             |  |                        |           |              |   |          
|Total current portion of long-term debt      |  |                        | 3,484     |              |   | 3,178    
|                                             |  |                       
|Long-term debt:                              |  |                        |           |              |   |          
|Capital lease obligations                    |  | $                      | 269       |              | $ | 946      
|Senior secured term loan                     |  |                        | 247,500   |              |   | 246,250  
|81/2%
senior notes                           |  |                        | 712,055   |              |   | 712,590  
|93/8%
senior subordinated notes              |  |                        | 338,460   |              |   | 338,988  
|83/4%
senior subordinated notes              |  |                        | 390,034   |              |   | 390,407  
|                                             |  |                        |           |              |   |          
|Total long-term debt                         |  |                        | 1,688,318 |              |   | 1,689,181
|Total debt                                   |  | $                      | 1,691,802 |              | $ | 1,692,359
|                                             |  |                        |           |              |   |          



(7) Relationship with Lafayette
Communications Company L.L.C.



SunCom Wireless Affiliate Company LLC, a
direct, wholly-owned subsidiary of Holdings, owns a 39% interest in Lafayette Communications Company L.L.C. (Lafayette). Lafayette, an entrepreneur under Federal Communications Commission (FCC) guidelines, is eligible to
purchase and hold certain personal communication services (PCS) licenses. During the first quarter of 2005, Lafayette was the successful bidder on a PCS license in the Hickory-Lenoir-Morganton, North Carolina basic trading area for
approximately $0.4 million. The FCC issued this license to Lafayette on June 30, 2005.



(8) Acquisition of Urban Comm  North Carolina, Inc.



On
October 28, 2004, the Company finalized the terms of a proposed stock purchase agreement to acquire Urban Comm  North Carolina, Inc. (Urban) and submitted the proposed agreement to the U.S. Bankruptcy Court for approval. On
December 1, 2004, the Bankruptcy Court entered an Interim Relief Order which, among other things, permitted the Company and Urban to enter into the stock purchase agreement. Because Urban is currently under Chapter 11 bankruptcy protection, final
approval of the agreement and the transactions contemplated by the agreement will have to be confirmed as part of a plan of reorganization, which is subject to acceptance by Urbans creditors and the approval of the Bankruptcy Court, before a
closing of the stock purchase agreement can take place. On March 14, 2005, the FCC (Urbans largest creditor) and the U.S. Department of Justice agreed to settle all claims related to the outstanding debt obligations owed to the FCC by Urban in
exchange for a repayment of debt owed to the FCC by Urban. On April 4, 2005, the Bankruptcy Court approved the FCC settlement agreement, and the FCC placed the proposed transaction on public notice. As of June 30, 2005, no oppositions to the
proposed transaction have been filed. After the FCC grants its consent to the transaction, Urban will be in a position to seek confirmation of its plan of reorganization.



Under the stock purchase agreement, the Company would acquire the outstanding stock of Urban, whose sole assets consist of FCC wireless
licenses in 20 basic trading areas for $113.0 million in cash, of which $5.0 million was paid in 2004 as a deposit. Of the 20 licenses, eight are in North Carolina, five are in South Carolina and seven are in Virginia. The licenses consist of
eighteen 10-megahertz licenses and two 20-megahertz licenses. Collectively, the acquired licenses cover an area with a population of approximately 7.4 million people.



(9) Purchase Accounting Adjustments



On December 1, 2004, the Company completed a transaction with AT&T Wireless and Cingular Wireless that resulted in the exchange of wireless network properties,
pursuant to which Cingular Wireless received the Companys network assets and customers in Virginia and the Company received certain AT&T Wireless network assets and customers in North Carolina, Puerto Rico and the U.S. Virgin Islands, plus
$175 million in cash. The original estimated value of the exchange, based on



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SUNCOM WIRELESS, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2005



the fair value of the components valued by the Company with the assistance of an independent third party valuation company, was approximately $1.2 billion.
The preliminary purchase price was adjusted in the first quarter of 2005 to reflect the working capital settlement in March 2005 and resolution of certain outstanding tax issues. As a result, the Company adjusted goodwill to reflect a $11.3 million
increase in accounts receivable, a $1.7 million decrease in other current liabilities and a $2.4 million decrease in the deferred tax liability balance. The purchase price allocation is still preliminary due to the pending resolution of the GSM
accounts receivable balance that will be transferred when AT&T Wireless former systems are integrated into the Companys systems.



(10) Tower Sale



On March 18, 2005, the Company agreed to sell 169 wireless communications towers located in North Carolina, South Carolina and Puerto Rico to Global Signal Acquisitions LLC, a wholly-owned subsidiary of Global Signal
Inc. (Global Signal). On June 30, 2005, the Company completed the sale of 157 of these towers to Global Signal, including related assets and certain liabilities, for $49.5 million, reflecting a price of approximately $0.3 million per
site. The Company expects to complete the sale of the remaining 12 towers in the third quarter of 2005.



On June 30, 2005, the Company entered into a master lease agreement with Global Signal, in which the Company has agreed to pay Global Signal monthly rent for the continued use of space that the Company occupied on the
towers prior to their sale. The lease has an initial term of 10 years, plus three 5-year renewal options. The monthly rental amount is subject to certain escalation clauses over the life of the initial lease and related options.



The Company accounted for this sale-leaseback transaction in accordance SFAS No. 98
Accounting for Leases and SFAS No. 28 Accounting for Sales with Leasebacks. The carrying value of the towers sold was $7.1 million. After deducting $0.4 million of selling costs, the gain on the sale of the towers was
approximately $42.0 million, of which $7.4 million was recognized immediately in the statement of operations as a reduction to the depreciation and asset disposal line item, and $34.6 million was deferred and will be recognized over the term of the
operating lease.



(11) Related party transactions



The Company makes payments on behalf of SunCom Investment Company and Holdings for certain
business activities, including, but not limited to, administrative expenses, tax payments and direct costs of business transactions. As of June 30, 2005, the Company had recorded aggregate receivables from SunCom Investment Company and Holdings of
approximately $5.5 million. These payments are due on demand.



(12)
Segment Information



In 2005, as a result of the Companys
acquisition of AT&T Wireless business in certain North Carolina markets, Puerto Rico and the U.S. Virgin Islands, the Company began operating as two reportable segments, which it operates and manages as strategic business units. Reportable
segments are defined as components of an enterprise for which separate financial information is available and is evaluated regularly by the chief operating decision makers in deciding how to allocate resources and in assessing performance. The
Companys reporting segments are based upon geographic area of operation; one segment consists of the Companys operations in the continental United States and the other consists of the Companys operations in Puerto Rico and the U.S.
Virgin Islands. The Corporate and other column below includes centralized services that largely support both segments. The Companys reporting segments follow the same accounting policies used for the Companys consolidated
financial statements.



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SUNCOM WIRELESS, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2005



Financial information by reportable business segment is as follows:



|                                                                                                                  |  |                             |         |   |                           |    |          |      |  |   |         |   |  |    |          |  
|----------------------------------------------------------------------------------------------------------------- |  | --------------------------- | ------- | - | ------------------------- | -- | -------- | ---- |  | - | ------- | - |  | -- | -------- | -
|                                                                                                                  |  | Three months ended June 30, |         |   | Six months ended June 30, |   
|(in thousands)                                                                                                    |  | 2004                        |         |   | 2005                      |    |          | 2004 |  |   | 2005    |  
|Revenues                                                                                                          |  |                             |         |   |                           |    |          |      |  |   |         |   |  |    |          |  
|Continental United States                                                                                         |  | $                           | 212,489 |   |                           | $  | 157,521  |      |  | $ | 410,449 |   |  | $  | 311,664  |  
|Puerto Rico and U.S. Virgin Islands                                                                               |  |                             |        |   |                           |    | 55,359   |      |  |   |        |   |  |    | 105,169  |  
|Corporate and other                                                                                               |  |                             |        |   |                           |    |         |      |  |   |        |   |  |    |         |  
|                                                                                                                  |  |                             |         |   |                           |    |          |      |  |   |         |   |  |    |          |  
|Consolidated                                                                                                      |  |                             | 212,489 |   |                           |    | 212,880  |      |  |   | 410,449 |   |  |    | 416,833  |  
|                                                                                                                  |  |                             |         |  
|Depreciation and amortization                                                                                     |  |                             |         |   |                           |    |          |      |  |   |         |   |  |    |          |  
|Continental United States                                                                                         |  |                             | 41,230  |   |                           |    | 53,696   |      |  |   | 77,644  |   |  |    | 95,913   |  
|Puerto Rico and U.S. Virgin Islands                                                                               |  |                             |        |   |                           |    | 17,318   |      |  |   |        |   |  |    | 31,618   |  
|Corporate and other                                                                                               |  |                             | 3,437   |   |                           |    | 3,022    |      |  |   | 6,982   |   |  |    | 5,952    |  
|                                                                                                                  |  |                             |         |   |                           |    |          |      |  |   |         |   |  |    |          |  
|Consolidated                                                                                                      |  |                             | 44,667  |   |                           |    | 74,036   |      |  |   | 84,626  |   |  |    | 133,483  |  
|                                                                                                                  |  |                             |         |  
|Income (loss) from operations                                                                                     |  |                             |         |   |                           |    |          |      |  |   |         |   |  |    |          |  
|Continental United States                                                                                         |  |                             | 21,841  |   |                           |    | (38,526  | )    |  |   | 35,061  |   |  |    | (59,558  | )
|Puerto Rico and U.S. Virgin Islands                                                                               |  |                             |        |   |                           |    | (16,811  | )    |  |   |        |   |  |    | (14,719  | )
|Corporate and other                                                                                               |  |                             | (15,557 | ) |                           |    | (13,078  | )    |  |   | (31,070 | ) |  |    | (26,382  | )
|                                                                                                                  |  |                             |         |   |                           |    |          |      |  |   |         |   |  |    |          |  
|Consolidated                                                                                                      |  |                             | 6,284   |   |                           |    | (68,415  | )    |  |   | 3,991   |   |  |    | (100,659 | )
|                                                                                                                 
|A reconciliation from segment income (loss) from operations to consolidated loss before taxes is set forth below: | 
|                                                                                                                  |  |                            
|                                                                                                                  |  | Three months ended June 30, |         |   | Six months ended June 30, |   
|(in thousands)                                                                                                    |  | 2004                        |         |   | 2005                      |    |          | 2004 |  |   | 2005    |  
|Total segment income (loss) from operations                                                                       |  | $                           | 6,284   |   |                           | ($ | 68,415   | )    |  | $ | 3,991   |   |  | ($ | 100,659  | )
|Unallocated amounts:                                                                                              |  |                             |         |   |                           |    |          |      |  |   |         |   |  |    |          |  
|Interest expense                                                                                                  |  |                             | (30,932 | ) |                           |    | (37,039  | )    |  |   | (62,258 | ) |  |    | (73,766  | )
|Other expense                                                                                                     |  |                             |        |   |                           |    |         |      |  |   |        |   |  |    | (74      | )
|Interest and other income                                                                                         |  |                             | 265     |   |                           |    | 2,112    |      |  |   | 571     |   |  |    | 4,049    |  
|                                                                                                                  |  |                             |         |   |                           |    |          |      |  |   |         |   |  |    |          |  
|Consolidated loss before taxes                                                                                    |  |                             | (24,383 | ) |                           |    | (103,342 | )    |  |   | (57,696 | ) |  |    | (170,450 | )



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SUNCOM WIRELESS, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2005



|                                    |  |                           |           |      |   |          
|----------------------------------- |  | ------------------------- | --------- | ---- | - | ---------
|                                    |  | As of June 30,           
|(in thousands, except subscribers)  |  | 2004                      |           | 2005
|Total assets                        |  |                           |           |      |   |          
|Continental United States           |  | $                         | 1,356,064 |      | $ | 1,440,620
|Puerto Rico and U.S. Virgin Islands |  |                           |          |      |   | 395,176  
|Corporate and other                 |  |                           | 101,017   |      |   | 304,297  
|                                    |  |                           |           |      |   |          
|Consolidated                        |  |                           | 1,457,081 |      |   | 2,140,093
|                                    |  |                          
|Subscribers                         |  |                           |           |      |   |          
|Continental United States           |  |                           | 919,073   |      |   | 716,028  
|Puerto Rico and U.S. Virgin Islands |  |                           |          |      |   | 249,078  
|Corporate and other                 |  |                           |          |      |   |         
|                                    |  |                           |           |      |   |          
|Consolidated                        |  |                           | 919,073   |      |   | 965,106  
|                                    | 
|                                    |  | Six months ended June 30,
|                                    |  | 2004                      |           | 2005
|Capital expenditures                |  |                           |           |      |   |          
|Continental United States           |  | $                         | 36,423    |      | $ | 37,048   
|Puerto Rico and U.S. Virgin Islands |  |                           |          |      |   | 2,311    
|Corporate and other                 |  |                           | 3,685     |      |   | 3,871    
|                                    |  |                           |           |      |   |          
|Consolidated                        |  |                           | 40,108    |      |   | 43,230   



(13) Guarantor Financial
Information



The following tables set forth condensed consolidating
financial information of SunCom (the Parent Company), for all of SunComs subsidiaries other than Triton PCS License Company L.L.C. and Triton PCS Property Company L.L.C. (collectively, the Subsidiary Guarantors) and
Triton PCS License Company L.L.C. and Triton PCS Property Company L.L.C. (together, the Subsidiary Non-Guarantors). Set forth below are the balance sheet as of June 30, 2005 and December 31, 2004, the statement of operations for the
three and six months ended June 30, 2005 and 2004 and the statement of cash flows for the six months ended June 30, 2005 and 2004 for the Parent Company, the Subsidiary Guarantors and the Subsidiary Non-Guarantors.



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SUNCOM WIRELESS, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2005



Consolidating Balance Sheet as of December 31, 2004

(amounts in thousands)



|                                                                                                                  |  |               |           |   |                      |   |                           |  |   |              |   |  |              |            |   |  |   |           |  
|----------------------------------------------------------------------------------------------------------------- |  | ------------- | --------- | - | -------------------- | - | ------------------------- |  | - | ------------ | - |  | ------------ | ---------- | - |  | - | --------- | -
|                                                                                                                  |  | ParentCompany |           |   | SubsidiaryGuarantors |   | Subsidiary Non-Guarantors |  |   | Eliminations |   |  | Consolidated |           
|ASSETS:                                                                                                           |  |               |           |   |                      |   |                           |  |   |              |   |  |              |            |   |  |   |           |  
|Current assets:                                                                                                   |  |               |           |   |                      |   |                           |  |   |              |   |  |              |            |   |  |   |           |  
|Cash and cash equivalents                                                                                         |  | $             | 8,143     |   |                      | $ | 208                       |  | $ |             |   |  | $            |           |   |  | $ | 8,351     |  
|Short-term investments                                                                                            |  |               | 305,500   |   |                      |   |                          |  |   |             |   |  |              |           |   |  |   | 305,500   |  
|Accounts receivable, net of allowance for doubtful accounts                                                       |  |               | 13        |   |                      |   | 79,277                    |  |   |             |   |  |              |           |   |  |   | 79,290    |  
|Accounts receivable  roaming partners                                                                            |  |               |          |   |                      |   | 18,348                    |  |   |             |   |  |              |           |   |  |   | 18,348    |  
|Due from related parties                                                                                          |  |               | 1,976     |   |                      |   | 5,373                     |  |   |             |   |  |              |           |   |  |   | 7,349     |  
|Inventory, net                                                                                                    |  |               |          |   |                      |   | 18,216                    |  |   |             |   |  |              |           |   |  |   | 18,216    |  
|Prepaid expenses                                                                                                  |  |               | 71        |   |                      |   | 6,470                     |  |   | 5,070        |   |  |              |           |   |  |   | 11,611    |  
|Intercompany receivable                                                                                           |  |               | 7,119     |   |                      |   | 241,299                   |  |   |             |   |  |              | (248,418   | ) |  |   |          |  
|Other current assets                                                                                              |  |               | 316       |   |                      |   | 5,490                     |  |   | 5,000        |   |  |              |           |   |  |   | 10,806    |  
|                                                                                                                  |  |               |           |   |                      |   |                           |  |   |              |   |  |              |            |   |  |   |           |  
|Total current assets                                                                                              |  |               | 323,138   |   |                      |   | 374,681                   |  |   | 10,070       |   |  |              | (248,418   | ) |  |   | 459,471   |  
|                                                                                                                  |  |               |           |   |                     
|Long term assets:                                                                                                 |  |               |           |   |                      |   |                           |  |   |              |   |  |              |            |   |  |   |           |  
|Property and equipment, net                                                                                       |  |               |          |   |                      |   | 813,814                   |  |   | 313          |   |  |              |           |   |  |   | 814,127   |  
|Investments in subsidiaries                                                                                       |  |               | 1,616,466 |   |                      |   | 393,397                   |  |   |             |   |  |              | (2,009,863 | ) |  |   |          |  
|Intangible assets, net                                                                                            |  |               | 7,210     |   |                      |   | 194,988                   |  |   | 781,854      |   |  |              |           |   |  |   | 984,052   |  
|Other long-term assets                                                                                            |  |               |          |   |                      |   | 4,405                     |  |   | 775          |   |  |              |           |   |  |   | 5,180     |  
|                                                                                                                  |  |               |           |   |                      |   |                           |  |   |              |   |  |              |            |   |  |   |           |  
|Total assets                                                                                                      |  | $             | 1,946,814 |   |                      | $ | 1,781,285                 |  | $ | 793,012      |   |  | $            | (2,258,281 | ) |  | $ | 2,262,830 |  
|                                                                                                                  |  |               |           |   |                      |   |                           |  |   |              |   |  |              |            |   |  |   |           |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT):                                                                   |  |               |           |   |                      |   |                           |  |   |              |   |  |              |            |   |  |   |           |  
|Current liabilities:                                                                                              |  |               |           |   |                      |   |                           |  |   |              |   |  |              |            |   |  |   |           |  
|Accounts payable                                                                                                  |  | $             |          |   |                      | $ | 74,020                    |  | $ | 11,876       |   |  | $            |           |   |  | $ | 85,896    |  
|Accrued liabilities                                                                                               |  |               | 23,574    |   |                      |   | 43,791                    |  |   |             |   |  |              |           |   |  |   | 67,365    |  
|Current portion of long-term debt                                                                                 |  |               | 2,500     |   |                      |   | 984                       |  |   |             |   |  |              |           |   |  |   | 3,484     |  
|Other current liabilities                                                                                         |  |               |          |   |                      |   | 23,984                    |  |   | 248,418      |   |  |              | (248,418   | ) |  |   | 23,984    |  
|                                                                                                                  |  |               |           |   |                      |   |                           |  |   |              |   |  |              |            |   |  |   |           |  
|Total current liabilities                                                                                         |  |               | 26,074    |   |                      |   | 142,779                   |  |   | 260,294      |   |  |              | (248,418   | ) |  |   | 180,729   |  
|                                                                                                                  |  |               |           |   |                     
|Long-term debt:                                                                                                   |  |               |           |   |                      |   |                           |  |   |              |   |  |              |            |   |  |   |           |  
|Capital lease obligations                                                                                         |  |               |          |   |                      |   | 269                       |  |   |             |   |  |              |           |   |  |   | 269       |  
|Senior secured term loan                                                                                          |  |               | 247,500   |   |                      |   |                          |  |   |             |   |  |              |           |   |  |   | 247,500   |  
|Senior notes                                                                                                      |  |               | 712,055   |   |                      |   |                          |  |   |             |   |  |              |           |   |  |   | 712,055   |  
|                                                                                                                  |  |               |           |   |                      |   |                           |  |   |              |   |  |              |            |   |  |   |           |  
|Total senior long-term debt                                                                                       |  |               | 959,555   |   |                      |   | 269                       |  |   |             |   |  |              |           |   |  |   | 959,824   |  
|                                                                                                                  |  |               |           |   |                     
|Subordinated notes                                                                                                |  |               | 728,494   |   |                      |   |                          |  |   |             |   |  |              |           |   |  |   | 728,494   |  
|                                                                                                                  |  |               |           |   |                      |   |                           |  |   |              |   |  |              |            |   |  |   |           |  
|Total long-term debt                                                                                              |  |               | 1,688,049 |   |                      |   | 269                       |  |   |             |   |  |              |           |   |  |   | 1,688,318 |  
|                                                                                                                  |  |               |           |   |                      |   |                           |  |   |              |   |  |              |            |   |  |   |           |  
|Deferred income taxes, net                                                                                        |  |               |          |   |                      |   |                          |  |   | 139,321      |   |  |              |           |   |  |   | 139,321   |  
|Deferred revenue                                                                                                  |  |               |          |   |                      |   | 659                       |  |   |             |   |  |              |           |   |  |   | 659       |  
|Deferred gain on sale of property and equipment                                                                   |  |               |          |   |                      |   | 19,099                    |  |   |             |   |  |              |           |   |  |   | 19,099    |  
|Other long-term liabilities                                                                                       |  |               |          |   |                      |   | 2,013                     |  |   |             |   |  |              |           |   |  |   | 2,013     |  
|                                                                                                                  |  |               |           |   |                      |   |                           |  |   |              |   |  |              |            |   |  |   |           |  
|Total liabilities                                                                                                 |  |               | 1,714,123 |   |                      |   | 164,819                   |  |   | 399,615      |   |  |              | (248,418   | ) |  |   | 2,030,139 |  
|                                                                                                                  |  |               |           |   |                     
|Commitments and contingencies                                                                                     |  |               |          |   |                      |   |                          |  |   |             |   |  |              |           |   |  |   |          |  
|                                                                                                                  |  |               |           |   |                     
|Stockholders equity (deficit):                                                                                   |  |               |           |   |                      |   |                           |  |   |              |   |  |              |            |   |  |   |           |  
|Common Stock, $0.01 par value, 1,000 shares authorized; 100 shares issued and outstanding as of December 31, 2004 |  |               |          |   |                      |   |                          |  |   |             |   |  |              |           |   |  |   |          |  
|Additional paid-in-capital                                                                                        |  |               | 560,934   |   |                      |   | 1,463,477                 |  |   | 495,456      |   |  |              | (1,958,933 | ) |  |   | 560,934   |  
|Accumulated deficit                                                                                               |  |               | (313,417  | ) |                      |   | 152,989                   |  |   | (102,059     | ) |  |              | (50,930    | ) |  |   | (313,417  | )
|SunCom Wireless Holdings, Inc. common stock held in trust                                                         |  |               | (94       | ) |                      |   |                          |  |   |             |   |  |              |           |   |  |   | (94       | )
|Deferred compensation                                                                                             |  |               | (14,732   | ) |                      |   |                          |  |   |             |   |  |              |           |   |  |   | (14,732   | )
|                                                                                                                  |  |               |           |   |                      |   |                           |  |   |              |   |  |              |            |   |  |   |           |  
|Total stockholders equity (deficit)                                                                              |  |               | 232,691   |   |                      |   | 1,616,466                 |  |   | 393,397      |   |  |              | (2,009,863 | ) |  |   | 232,691   |  
|                                                                                                                  |  |               |           |   |                      |   |                           |  |   |              |   |  |              |            |   |  |   |           |  
|Total liabilities and stockholders equity (deficit)                                                              |  | $             | 1,946,814 |   |                      | $ | 1,781,285                 |  | $ | 793,012      |   |  | $            | (2,258,281 | ) |  | $ | 2,262,830 |  
|                                                                                                                  |  |               |           |   |                      |   |                           |  |   |              |   |  |              |            |   |  |   |           |  



13



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##### Table of Contents

SUNCOM WIRELESS, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2005



Consolidating Statement of Operations for the Three Months Ended June 30, 2004

(amounts in thousands)



|                                                                                                    |  |               |         |   |                      |   |         |                           |  |   |              |   |              |   |        |  |   |         |  
|--------------------------------------------------------------------------------------------------- |  | ------------- | ------- | - | -------------------- | - | ------- | ------------------------- |  | - | ------------ | - | ------------ | - | ------ |  | - | ------- | -
|                                                                                                    |  | ParentCompany |         |   | SubsidiaryGuarantors |   |         | Subsidiary Non-Guarantors |  |   | Eliminations |   | Consolidated |  
|Revenues:                                                                                           |  |               |         |   |                      |   |         |                           |  |   |              |   |              |   |        |  |   |         |  
|Service                                                                                             |  | $             |        |   |                      | $ | 155,454 |                           |  | $ |             |   |              | $ |       |  | $ | 155,454 |  
|Roaming                                                                                             |  |               |        |   |                      |   | 38,520  |                           |  |   |             |   |              |   |       |  |   | 38,520  |  
|Equipment                                                                                           |  |               |        |   |                      |   | 18,515  |                           |  |   |             |   |              |   |       |  |   | 18,515  |  
|                                                                                                    |  |               |         |   |                      |   |         |                           |  |   |              |   |              |   |        |  |   |         |  
|Total revenue                                                                                       |  |               |        |   |                      |   | 212,489 |                           |  |   |             |   |              |   |       |  |   | 212,489 |  
|                                                                                                    |  |               |         |   |                     
|Expenses:                                                                                           |  |               |         |   |                      |   |         |                           |  |   |              |   |              |   |        |  |   |         |  
|Cost of service                                                                                     |  |               |        |   |                      |   | 53,774  |                           |  |   | 10,003       |   |              |   |       |  |   | 63,777  |  
|Cost of equipment                                                                                   |  |               |        |   |                      |   | 31,818  |                           |  |   |             |   |              |   |       |  |   | 31,818  |  
|Selling, general and administrative                                                                 |  |               | 8       |   |                      |   | 56,997  |                           |  |   | 3,046        |   |              |   |       |  |   | 60,051  |  
|Non-cash compensation                                                                               |  |               |        |   |                      |   | 5,892   |                           |  |   |             |   |              |   |       |  |   | 5,892   |  
|Depreciation and asset disposal                                                                     |  |               |        |   |                      |   | 42,923  |                           |  |   |             |   |              |   |       |  |   | 42,923  |  
|Amortization                                                                                        |  |               |        |   |                      |   | 1,744   |                           |  |   |             |   |              |   |       |  |   | 1,744   |  
|                                                                                                    |  |               |         |   |                      |   |         |                           |  |   |              |   |              |   |        |  |   |         |  
|Income (loss) from operations                                                                       |  |               | (8      | ) |                      |   | 19,341  |                           |  |   | (13,049      | ) |              |   |       |  |   | 6,284   |  
|                                                                                                    |  |               |         |   |                     
|Interest expense                                                                                    |  |               | (30,849 | ) |                      |   | (83     | )                         |  |   |             |   |              |   |       |  |   | (30,932 | )
|Interest and other income                                                                           |  |               | 265     |   |                      |   |        |                           |  |   |             |   |              |   |       |  |   | 265     |  
|                                                                                                    |  |               |         |   |                      |   |         |                           |  |   |              |   |              |   |        |  |   |         |  
|Income (loss) before taxes                                                                          |  |               | (30,592 | ) |                      |   | 19,258  |                           |  |   | (13,049      | ) |              |   |       |  |   | (24,383 | )
|Income tax provision                                                                                |  |               |        |   |                      |   | (430    | )                         |  |   | (3,053       | ) |              |   |       |  |   | (3,483  | )
|                                                                                                    |  |               |         |   |                      |   |         |                           |  |   |              |   |              |   |        |  |   |         |  
|Net income (loss) before equity in earnings of subsidiaries                                         |  |               | (30,592 | ) |                      |   | 18,828  |                           |  |   | (16,102      | ) |              |   |       |  |   | (27,866 | )
|Equity in earnings of subsidiaries                                                                  |  |               | 2,726   |   |                      |   | (16,102 | )                         |  |   |             |   |              |   | 13,376 |  |   |        |  
|                                                                                                    |  |               |         |   |                      |   |         |                           |  |   |              |   |              |   |        |  |   |         |  
|Net income (loss)                                                                                   |  | $             | (27,866 | ) |                      | $ | 2,726   |                           |  | $ | (16,102      | ) |              | $ | 13,376 |  | $ | (27,866 | )
|                                                                                                    |  |               |         |   |                      |   |         |                           |  |   |              |   |              |   |        |  |   |         |  
|                                                                                                   
|Consolidating Statement of Operations for the Six Months Ended June 30, 2004 (amounts in thousands) | 
|                                                                                                    |  |               |         |   |                     
|                                                                                                    |  | ParentCompany |         |   | SubsidiaryGuarantors |   |         | Subsidiary Non-Guarantors |  |   | Eliminations |   | Consolidated |  
|Revenues:                                                                                           |  |               |         |   |                      |   |         |                           |  |   |              |   |              |   |        |  |   |         |  
|Service                                                                                             |  | $             |        |   |                      | $ | 303,122 |                           |  | $ |             |   |              | $ |       |  | $ | 303,122 |  
|Roaming                                                                                             |  |               |        |   |                      |   | 72,156  |                           |  |   |             |   |              |   |       |  |   | 72,156  |  
|Equipment                                                                                           |  |               |        |   |                      |   | 35,171  |                           |  |   |             |   |              |   |       |  |   | 35,171  |  
|                                                                                                    |  |               |         |   |                      |   |         |                           |  |   |              |   |              |   |        |  |   |         |  
|Total revenue                                                                                       |  |               |        |   |                      |   | 410,449 |                           |  |   |             |   |              |   |       |  |   | 410,449 |  
|                                                                                                    |  |               |         |   |                     
|Expenses:                                                                                           |  |               |         |   |                      |   |         |                           |  |   |              |   |              |   |        |  |   |         |  
|Cost of service                                                                                     |  |               |        |   |                      |   | 103,299 |                           |  |   | 19,643       |   |              |   |       |  |   | 122,942 |  
|Cost of equipment                                                                                   |  |               |        |   |                      |   | 64,343  |                           |  |   |             |   |              |   |       |  |   | 64,343  |  
|Selling, general and administrative                                                                 |  |               | 13      |   |                      |   | 116,853 |                           |  |   | 6,187        |   |              |   |       |  |   | 123,053 |  
|Non-cash compensation                                                                               |  |               |        |   |                      |   | 11,494  |                           |  |   |             |   |              |   |       |  |   | 11,494  |  
|Depreciation and asset disposal                                                                     |  |               |        |   |                      |   | 81,024  |                           |  |   |             |   |              |   |       |  |   | 81,024  |  
|Amortization                                                                                        |  |               |        |   |                      |   | 3,602   |                           |  |   |             |   |              |   |       |  |   | 3,602   |  
|                                                                                                    |  |               |         |   |                      |   |         |                           |  |   |              |   |              |   |        |  |   |         |  
|Income (loss) from operations                                                                       |  |               | (13     | ) |                      |   | 29,834  |                           |  |   | (25,830      | ) |              |   |       |  |   | 3,991   |  
|                                                                                                    |  |               |         |   |                     
|Interest expense                                                                                    |  |               | (62,087 | ) |                      |   | (171    | )                         |  |   |             |   |              |   |       |  |   | (62,258 | )
|Interest and other income                                                                           |  |               | 571     |   |                      |   |        |                           |  |   |             |   |              |   |       |  |   | 571     |  
|                                                                                                    |  |               |         |   |                      |   |         |                           |  |   |              |   |              |   |        |  |   |         |  
|Income (loss) before taxes                                                                          |  |               | (61,529 | ) |                      |   | 29,663  |                           |  |   | (25,830      | ) |              |   |       |  |   | (57,696 | )
|Income tax provision                                                                                |  |               |        |   |                      |   | (831    | )                         |  |   | (6,026       | ) |              |   |       |  |   | (6,857  | )
|                                                                                                    |  |               |         |   |                      |   |         |                           |  |   |              |   |              |   |        |  |   |         |  
|Net income (loss) before equity in earnings of subsidiaries                                         |  |               | (61,529 | ) |                      |   | 28,832  |                           |  |   | (31,856      | ) |              |   |       |  |   | (64,553 | )
|Equity in earnings of subsidiaries                                                                  |  |               | (3,024  | ) |                      |   | (31,856 | )                         |  |   |             |   |              |   | 34,880 |  |   |        |  
|                                                                                                    |  |               |         |   |                      |   |         |                           |  |   |              |   |              |   |        |  |   |         |  
|Net income (loss)                                                                                   |  | $             | (64,553 | ) |                      | $ | (3,024  | )                         |  | $ | (31,856      | ) |              | $ | 34,880 |  | $ | (64,553 | )
|                                                                                                    |  |               |         |   |                      |   |         |                           |  |   |              |   |              |   |        |  |   |         |  





14



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##### Table of Contents

SUNCOM WIRELESS, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2005



Consolidating Statement of Cash Flows for the Six Months Ended June 30, 2004

(amounts in thousands)



|                                                    |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|--------------------------------------------------- |  | ------------- | -------- | - | -------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ------------ | ------- | - |  | - | -------- | -
|                                                    |  | ParentCompany |          |   | SubsidiaryGuarantors |   |         | Subsidiary Non-Guarantors |  |   | Eliminations |   |  | Consolidated |        
|Cash flows from operating activities:               |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|Net cash provided by (used in) operating activities |  | $             | (60,178  | ) |                      | $ | 98,748  |                           |  | $ | (24,737      | ) |  | $            |        |   |  | $ | 13,833   |  
|                                                    |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|Cash flows from investing activities:               |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|Purchase of available for sale securities           |  |               | (160,350 | ) |                      |   |        |                           |  |   |             |   |  |              |        |   |  |   | (160,350 | )
|Proceeds from sale of available for sale securities |  |               | 202,750  |   |                      |   |        |                           |  |   |             |   |  |              |        |   |  |   | 202,750  |  
|Capital expenditures                                |  |               |         |   |                      |   | (40,108 | )                         |  |   |             |   |  |              |        |   |  |   | (40,108  | )
|Proceeds from the sale of property and equipment    |  |               |         |   |                      |   | 532     |                           |  |   |             |   |  |              |        |   |  |   | 532      |  
|Other                                               |  |               |         |   |                      |   | (8      | )                         |  |   |             |   |  |              |        |   |  |   | (8       | )
|Investment in subsidiaries                          |  |               | (25,230  | ) |                      |   |        |                           |  |   |             |   |  |              | 25,230  |   |  |   |         |  
|Dividends received                                  |  |               | 25,230   |   |                      |   |        |                           |  |   |             |   |  |              | (25,230 | ) |  |   |         |  
|Net intercompany loans                              |  |               |         |   |                      |   | (46,088 | )                         |  |   |             |   |  |              | 46,088  |   |  |   |         |  
|                                                    |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|Net cash provided by (used in) investing activities |  |               | 42,400   |   |                      |   | (85,672 | )                         |  |   |             |   |  |              | 46,088  |   |  |   | 2,816    |  
|                                                    |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|Cash flows from financing activities:               |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|Change in bank overdraft                            |  |               |         |   |                      |   | (10,048 | )                         |  |   |             |   |  |              |        |   |  |   | (10,048  | )
|Capital contribution from parent                    |  |               |         |   |                      |   | 25,230  |                           |  |   |             |   |  |              | (25,230 | ) |  |   |         |  
|Advances to related parties                         |  |               |         |   |                      |   | (111    | )                         |  |   |             |   |  |              |        |   |  |   | (111     | )
|Other                                               |  |               | (67      | ) |                      |   |        |                           |  |   |             |   |  |              |        |   |  |   | (67      | )
|Dividends paid                                      |  |               |         |   |                      |   | (25,230 | )                         |  |   |             |   |  |              | 25,230  |   |  |   |         |  
|Principal payment under capital lease obligations   |  |               |         |   |                      |   | (833    | )                         |  |   |             |   |  |              |        |   |  |   | (833     | )
|Net intercompany loans                              |  |               | 21,351   |   |                      |   |        |                           |  |   | 24,737       |   |  |              | (46,088 | ) |  |   |         |  
|                                                    |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|Net cash provided by (used in) financing activities |  |               | 21,284   |   |                      |   | (10,992 | )                         |  |   | 24,737       |   |  |              | (46,088 | ) |  |   | (11,059  | )
|                                                    |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|Net increase in cash and cash equivalents           |  |               | 3,506    |   |                      |   | 2,084   |                           |  |   |             |   |  |              |        |   |  |   | 5,590    |  
|Cash and cash equivalents, beginning of period      |  |               | 2,914    |   |                      |   | 452     |                           |  |   |             |   |  |              |        |   |  |   | 3,366    |  
|                                                    |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|Cash and cash equivalents, end of period            |  | $             | 6,420    |   |                      | $ | 2,536   |                           |  | $ |             |   |  | $            |        |   |  | $ | 8,956    |  
|                                                    |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  



15



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##### Table of Contents

SUNCOM WIRELESS, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2005



Consolidating Balance Sheet as of June 30, 2005

(amounts in thousands)



|                                                                                                              |  |               |           |   |                      |   |                           |  |   |              |   |  |              |   |  |   |           |  
|------------------------------------------------------------------------------------------------------------- |  | ------------- | --------- | - | -------------------- | - | ------------------------- |  | - | ------------ | - |  | ------------ | - |  | - | --------- | -
|                                                                                                              |  | ParentCompany |           |   | SubsidiaryGuarantors |   | Subsidiary Non-Guarantors |  |   | Eliminations |   |  | Consolidated |  
|                                                                                                              |  |               |           |   |                      |   |                           |  |   |              |   |  |              |   |  |   |           |  
|ASSETS:                                                                                                       |  |               |           |   |                      |   |                           |  |   |              |   |  |              |   |  |   |           |  
|Current assets:                                                                                               |  |               |           |   |                      |   |                           |  |   |              |   |  |              |   |  |   |           |  
|Cash and cash equivalents                                                                                     |  | $             | 50,519    |   |                      | $ |                          |  | $ |             |   |  | ($10,481     | ) |  | $ | 40,038    |  
|Short-term investments                                                                                        |  |               | 219,050   |   |                      |   |                          |  |   |             |   |  |             |   |  |   | 219,050   |  
|Accounts receivable, net of allowance for doubtful accounts                                                   |  |               |          |   |                      |   | 100,950                   |  |   |             |   |  |             |   |  |   | 100,950   |  
|Accounts receivable - roaming partners                                                                        |  |               |          |   |                      |   | 44,778                    |  |   |             |   |  |             |   |  |   | 44,778    |  
|Due from related parties                                                                                      |  |               |          |   |                      |   | 5,546                     |  |   |             |   |  |             |   |  |   | 5,546     |  
|Inventory, net                                                                                                |  |               |          |   |                      |   | 20,211                    |  |   |             |   |  |             |   |  |   | 20,211    |  
|Prepaid expenses                                                                                              |  |               | 29        |   |                      |   | 8,967                     |  |   | 6,742        |   |  |             |   |  |   | 15,738    |  
|Intercompany receivable                                                                                       |  |               |          |   |                      |   | 288,557                   |  |   |             |   |  | (288,557     | ) |  |   |          |  
|Other current assets                                                                                          |  |               | 257       |   |                      |   | 14,409                    |  |   | 5,000        |   |  |             |   |  |   | 19,666    |  
|                                                                                                              |  |               |           |   |                      |   |                           |  |   |              |   |  |              |   |  |   |           |  
|Total current assets                                                                                          |  |               | 269,855   |   |                      |   | 483,418                   |  |   | 11,742       |   |  | (299,038     | ) |  |   | 465,977   |  
|Long term assets:                                                                                             |  |               |           |   |                      |   |                           |  |   |              |   |  |              |   |  |   |           |  
|Property and equipment, net                                                                                   |  |               |          |   |                      |   | 732,616                   |  |   | 313          |   |  |             |   |  |   | 732,929   |  
|Investments in subsidiaries                                                                                   |  |               | 1,507,903 |   |                      |   | 354,135                   |  |   |             |   |  | (1,862,038   | ) |  |   |          |  
|Intangible assets, net                                                                                        |  |               | 6,580     |   |                      |   | 150,260                   |  |   | 779,466      |   |  |             |   |  |   | 936,306   |  
|Other long-term assets                                                                                        |  |               |          |   |                      |   | 4,122                     |  |   | 759          |   |  |             |   |  |   | 4,881     |  
|                                                                                                              |  |               |           |   |                      |   |                           |  |   |              |   |  |              |   |  |   |           |  
|Total assets                                                                                                  |  | $             | 1,784,338 |   |                      | $ | 1,724,551                 |  | $ | 792,280      |   |  | ($2,161,076  | ) |  | $ | 2,140,093 |  
|                                                                                                              |  |               |           |   |                      |   |                           |  |   |              |   |  |              |   |  |   |           |  
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT):                                                               |  |               |           |   |                      |   |                           |  |   |              |   |  |              |   |  |   |           |  
|Current liabilities:                                                                                          |  |               |           |   |                      |   |                           |  |   |              |   |  |              |   |  |   |           |  
|Accounts payable                                                                                              |  | $             |          |   |                      | $ | 91,425                    |  | $ | 14,222       |   |  |             |   |  | $ | 105,647   |  
|Accrued liabilities                                                                                           |  |               | 23,528    |   |                      |   | 44,379                    |  |   |             |   |  | ($10,481     | ) |  |   | 57,426    |  
|Current portion of long-term debt                                                                             |  |               | 2,500     |   |                      |   | 678                       |  |   |             |   |  |             |   |  |   | 3,178     |  
|Other current liabilities                                                                                     |  |               | 9,191     |   |                      |   | 23,997                    |  |   | 279,366      |   |  | (288,557     | ) |  |   | 23,997    |  
|                                                                                                              |  |               |           |   |                      |   |                           |  |   |              |   |  |              |   |  |   |           |  
|Total current liabilities                                                                                     |  |               | 35,219    |   |                      |   | 160,479                   |  |   | 293,588      |   |  | (299,038     | ) |  |   | 190,248   |  
|Long-term debt:                                                                                               |  |               |           |   |                      |   |                           |  |   |              |   |  |              |   |  |   |           |  
|Capital lease obligations                                                                                     |  |               |          |   |                      |   | 946                       |  |   |             |   |  |             |   |  |   | 946       |  
|Senior secured term loan                                                                                      |  |               | 246,250   |   |                      |   |                          |  |   |             |   |  |             |   |  |   | 246,250   |  
|Senior notes                                                                                                  |  |               | 712,590   |   |                      |   |                          |  |   |             |   |  |             |   |  |   | 712,590   |  
|                                                                                                              |  |               |           |   |                      |   |                           |  |   |              |   |  |              |   |  |   |           |  
|Total senior long-term debt                                                                                   |  |               | 958,840   |   |                      |   | 946                       |  |   |             |   |  |             |   |  |   | 959,786   |  
|Subordinated notes                                                                                            |  |               | 729,395   |   |                      |   |                          |  |   |             |   |  |             |   |  |   | 729,395   |  
|                                                                                                              |  |               |           |   |                      |   |                           |  |   |              |   |  |              |   |  |   |           |  
|Total long-term debt                                                                                          |  |               | 1,688,235 |   |                      |   | 946                       |  |   |             |   |  |             |   |  |   | 1,689,181 |  
|Deferred income taxes, net                                                                                    |  |               |          |   |                      |   |                          |  |   | 144,557      |   |  |             |   |  |   | 144,557   |  
|Deferred revenue                                                                                              |  |               |          |   |                      |   | 1,160                     |  |   |             |   |  |             |   |  |   | 1,160     |  
|Deferred gain on sale of property and equipment                                                               |  |               |          |   |                      |   | 51,898                    |  |   |             |   |  |             |   |  |   | 51,898    |  
|Other long-term liabilities                                                                                   |  |               |          |   |                      |   | 2,165                     |  |   |             |   |  |             |   |  |   | 2,165     |  
|                                                                                                              |  |               |           |   |                      |   |                           |  |   |              |   |  |              |   |  |   |           |  
|Total liabilities                                                                                             |  |               | 1,723,454 |   |                      |   | 216,648                   |  |   | 438,145      |   |  | (299,038     | ) |  |   | 2,079,209 |  
|Commitments and contingencies                                                                                 |  |               |          |   |                      |   |                          |  |   |             |   |  |             |   |  |   |          |  
|Stockholders equity (deficit):                                                                               |  |               |           |   |                      |   |                           |  |   |              |   |  |              |   |  |   |           |  
|Common Stock, $0.01 par value, 1,000 shares authorized; 100 shares issued and outstanding as of June 30, 2005 |  |               |          |   |                      |   |                          |  |   |             |   |  |             |   |  |   |          |  
|Additional paid-in-capital                                                                                    |  |               | 562,520   |   |                      |   | 1,477,731                 |  |   | 495,456      |   |  | (1,973,187   | ) |  |   | 562,520   |  
|Accumulated deficit                                                                                           |  |               | (491,625  | ) |                      |   | 30,172                    |  |   | (141,321     | ) |  | 111,149      |   |  |   | (491,625  | )
|SunCom Wireless Holdings, Inc. common stock held in trust                                                     |  |               | (101      | ) |                      |   |                          |  |   |             |   |  |             |   |  |   | (101      | )
|Deferred compensation                                                                                         |  |               | (9,910    | ) |                      |   |                          |  |   |             |   |  |             |   |  |   | (9,910    | )
|                                                                                                              |  |               |           |   |                      |   |                           |  |   |              |   |  |              |   |  |   |           |  
|Total stockholders equity (deficit)                                                                          |  |               | 60,884    |   |                      |   | 1,507,903                 |  |   | 354,135      |   |  | (1,862,038   | ) |  |   | 60,884    |  
|                                                                                                              |  |               |           |   |                      |   |                           |  |   |              |   |  |              |   |  |   |           |  
|Total liabilities and stockholders equity (deficit)                                                          |  | $             | 1,784,338 |   |                      | $ | 1,724,551                 |  | $ | 792,280      |   |  | ($2,161,076  | ) |  | $ | 2,140,093 |  
|                                                                                                              |  |               |           |   |                      |   |                           |  |   |              |   |  |              |   |  |   |           |  



16



---

##### Table of Contents

SUNCOM WIRELESS, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2005



Consolidating Statement of Operations for the Three Months Ended June 30, 2005

(amounts in thousands)



|                                                                                                    |  |               |          |   |                      |   |          |                           |  |   |              |   |              |   |         |  |   |          |  
|--------------------------------------------------------------------------------------------------- |  | ------------- | -------- | - | -------------------- | - | -------- | ------------------------- |  | - | ------------ | - | ------------ | - | ------- |  | - | -------- | -
|                                                                                                    |  | ParentCompany |          |   | SubsidiaryGuarantors |   |          | Subsidiary Non-Guarantors |  |   | Eliminations |   | Consolidated |  
|Revenues:                                                                                           |  |               |          |   |                      |   |          |                           |  |   |              |   |              |   |         |  |   |          |  
|Service                                                                                             |  | $             |         |   |                      | $ | 166,479  |                           |  | $ |             |   |              | $ |        |  | $ | 166,479  |  
|Roaming                                                                                             |  |               |         |   |                      |   | 22,978   |                           |  |   |             |   |              |   |        |  |   | 22,978   |  
|Equipment                                                                                           |  |               |         |   |                      |   | 23,423   |                           |  |   |             |   |              |   |        |  |   | 23,423   |  
|                                                                                                    |  |               |          |   |                      |   |          |                           |  |   |              |   |              |   |         |  |   |          |  
|Total revenue                                                                                       |  |               |         |   |                      |   | 212,880  |                           |  |   |             |   |              |   |        |  |   | 212,880  |  
|                                                                                                    |  |               |          |   |                     
|Expenses:                                                                                           |  |               |          |   |                      |   |          |                           |  |   |              |   |              |   |         |  |   |          |  
|Cost of service                                                                                     |  |               |         |   |                      |   | 51,766   |                           |  |   | 12,978       |   |              |   |        |  |   | 64,744   |  
|Cost of equipment                                                                                   |  |               |         |   |                      |   | 49,511   |                           |  |   |             |   |              |   |        |  |   | 49,511   |  
|Selling, general and administrative                                                                 |  |               | 23       |   |                      |   | 87,424   |                           |  |   | 3,194        |   |              |   |        |  |   | 90,641   |  
|Non-cash compensation                                                                               |  |               |         |   |                      |   | 2,363    |                           |  |   |             |   |              |   |        |  |   | 2,363    |  
|Depreciation and asset disposal                                                                     |  |               |         |   |                      |   | 58,420   |                           |  |   |             |   |              |   |        |  |   | 58,420   |  
|Amortization                                                                                        |  |               |         |   |                      |   | 15,616   |                           |  |   |             |   |              |   |        |  |   | 15,616   |  
|                                                                                                    |  |               |          |   |                      |   |          |                           |  |   |              |   |              |   |         |  |   |          |  
|Loss from operations                                                                                |  |               | (23      | ) |                      |   | (52,220  | )                         |  |   | (16,172      | ) |              |   |        |  |   | (68,415  | )
|                                                                                                    |  |               |          |   |                     
|Interest expense                                                                                    |  |               | (37,008  | ) |                      |   | (31      | )                         |  |   |             |   |              |   |        |  |   | (37,039  | )
|Interest and other income                                                                           |  |               | 2,112    |   |                      |   |         |                           |  |   |             |   |              |   |        |  |   | 2,112    |  
|                                                                                                    |  |               |          |   |                      |   |          |                           |  |   |              |   |              |   |         |  |   |          |  
|Loss before taxes                                                                                   |  |               | (34,919  | ) |                      |   | (52,251  | )                         |  |   | (16,172      | ) |              |   |        |  |   | (103,342 | )
|Income tax provision                                                                                |  |               |         |   |                      |   | (134     | )                         |  |   | (3,866       | ) |              |   |        |  |   | (4,000   | )
|                                                                                                    |  |               |          |   |                      |   |          |                           |  |   |              |   |              |   |         |  |   |          |  
|Loss before equity in earnings of subsidiaries                                                      |  |               | (34,919  | ) |                      |   | (52,385  | )                         |  |   | (20,038      | ) |              |   |        |  |   | (107,342 | )
|Equity in earnings of subsidiaries                                                                  |  |               | (72,423  | ) |                      |   | (20,038  | )                         |  |   |             |   |              |   | 92,461  |  |   |         |  
|                                                                                                    |  |               |          |   |                      |   |          |                           |  |   |              |   |              |   |         |  |   |          |  
|Net income (loss)                                                                                   |  | $             | (107,342 | ) |                      | $ | (72,423  | )                         |  | $ | (20,038      | ) |              | $ | 92,461  |  | $ | (107,342 | )
|                                                                                                    |  |               |          |   |                      |   |          |                           |  |   |              |   |              |   |         |  |   |          |  
|                                                                                                   
|Consolidating Statement of Operations for the Six Months Ended June 30, 2005 (amounts in thousands) | 
|                                                                                                    |  |               |          |   |                     
|                                                                                                    |  | ParentCompany |          |   | SubsidiaryGuarantors |   |          | Subsidiary Non-Guarantors |  |   | Eliminations |   | Consolidated |  
|Revenues:                                                                                           |  |               |          |   |                      |   |          |                           |  |   |              |   |              |   |         |  |   |          |  
|Service                                                                                             |  | $             |         |   |                      | $ | 329,328  |                           |  | $ |             |   |              | $ |        |  | $ | 329,328  |  
|Roaming                                                                                             |  |               |         |   |                      |   | 46,809   |                           |  |   |             |   |              |   |        |  |   | 46,809   |  
|Equipment                                                                                           |  |               |         |   |                      |   | 40,696   |                           |  |   |             |   |              |   |        |  |   | 40,696   |  
|                                                                                                    |  |               |          |   |                      |   |          |                           |  |   |              |   |              |   |         |  |   |          |  
|Total revenue                                                                                       |  |               |         |   |                      |   | 416,833  |                           |  |   |             |   |              |   |        |  |   | 416,833  |  
|                                                                                                    |  |               |          |   |                     
|Expenses:                                                                                           |  |               |          |   |                      |   |          |                           |  |   |              |   |              |   |         |  |   |          |  
|Cost of service                                                                                     |  |               |         |   |                      |   | 101,110  |                           |  |   | 25,284       |   |              |   |        |  |   | 126,394  |  
|Cost of equipment                                                                                   |  |               |         |   |                      |   | 84,157   |                           |  |   |             |   |              |   |        |  |   | 84,157   |  
|Selling, general and administrative                                                                 |  |               | 47       |   |                      |   | 160,656  |                           |  |   | 6,354        |   |              |   |        |  |   | 167,057  |  
|Non-cash compensation                                                                               |  |               |         |   |                      |   | 6,401    |                           |  |   |             |   |              |   |        |  |   | 6,401    |  
|Depreciation and asset disposal                                                                     |  |               |         |   |                      |   | 100,911  |                           |  |   |             |   |              |   |        |  |   | 100,911  |  
|Amortization                                                                                        |  |               |         |   |                      |   | 32,572   |                           |  |   |             |   |              |   |        |  |   | 32,572   |  
|                                                                                                    |  |               |          |   |                      |   |          |                           |  |   |              |   |              |   |         |  |   |          |  
|Loss from operations                                                                                |  |               | (47      | ) |                      |   | (68,974  | )                         |  |   | (31,638      | ) |              |   |        |  |   | (100,659 | )
|                                                                                                    |  |               |          |   |                     
|Interest expense                                                                                    |  |               | (73,647  | ) |                      |   | (119     | )                         |  |   |             |   |              |   |        |  |   | (73,766  | )
|Other expense                                                                                       |  |               |         |   |                      |   | (74      | )                         |  |   |             |   |              |   |        |  |   | (74      | )
|Interest and other income                                                                           |  |               | 4,049    |   |                      |   |         |                           |  |   |             |   |              |   |        |  |   | 4,049    |  
|                                                                                                    |  |               |          |   |                      |   |          |                           |  |   |              |   |              |   |         |  |   |          |  
|Loss before taxes                                                                                   |  |               | (69,645  | ) |                      |   | (69,167  | )                         |  |   | (31,638      | ) |              |   |        |  |   | (170,450 | )
|Income tax provision                                                                                |  |               |         |   |                      |   | (134     | )                         |  |   | (7,624       | ) |              |   |        |  |   | (7,758   | )
|                                                                                                    |  |               |          |   |                      |   |          |                           |  |   |              |   |              |   |         |  |   |          |  
|Loss before equity in earnings of subsidiaries                                                      |  |               | (69,645  | ) |                      |   | (69,301  | )                         |  |   | (39,262      | ) |              |   |        |  |   | (178,208 | )
|Equity in earnings of subsidiaries                                                                  |  |               | (108,563 | ) |                      |   | (39,262  | )                         |  |   |             |   |              |   | 147,825 |  |   |         |  
|                                                                                                    |  |               |          |   |                      |   |          |                           |  |   |              |   |              |   |         |  |   |          |  
|Net income (loss)                                                                                   |  | $             | (178,208 | ) |                      | $ | (108,563 | )                         |  | $ | (39,262      | ) |              | $ | 147,825 |  | $ | (178,208 | )
|                                                                                                    |  |               |          |   |                      |   |          |                           |  |   |              |   |              |   |         |  |   |          |  





17



---

##### Table of Contents

SUNCOM WIRELESS, INC.

NOTES TO FINANCIAL STATEMENTS

JUNE 30, 2005



Consolidating Statement of Cash Flows for the Six Months Ended June 30, 2005

(amounts in thousands)



|                                                     |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |   |  |   |          |  
|---------------------------------------------------- |  | ------------- | -------- | - | -------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ------------ | - |  | - | -------- | -
|                                                     |  | ParentCompany |          |   | SubsidiaryGuarantors |   |         | Subsidiary Non-Guarantors |  |   | Eliminations |   |  | Consolidated |  
|                                                     |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |   |  |   |          |  
|Cash flows from operating activities:                |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |   |  |   |          |  
|Net cash provided by (used in) operating activities  |  |               | ($67,485 | ) |                      | $ | 62,750  |                           |  |   | ($30,948     | ) |  | ($10,481     | ) |  |   | ($46,164 | )
|                                                     |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |   |  |   |          |  
|Cash flows from investing activities:                |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |   |  |   |          |  
|Purchase of available for sale of securities         |  |               | (628,450 | ) |                      |   |        |                           |  |   |             |   |  |             |   |  |   | (628,450 | )
|Proceeds from sale of available for sale securities  |  |               | 714,900  |   |                      |   |        |                           |  |   |             |   |  |             |   |  |   | 714,900  |  
|Proceeds from sale of property and equipment         |  |               |         |   |                      |   | 45,619  |                           |  |   |             |   |  |             |   |  |   | 45,619   |  
|Capital expenditures                                 |  |               |         |   |                      |   | (43,230 | )                         |  |   |             |   |  |             |   |  |   | (43,230  | )
|Other                                                |  |               |         |   |                      |   | (1,069  | )                         |  |   |             |   |  |             |   |  |   | (1,069   | )
|Investment in subsidiaries                           |  |               | (14,254  | ) |                      |   |        |                           |  |   |             |   |  | 14,254       |   |  |   |         |  
|Dividends received                                   |  |               | 14,254   |   |                      |   |        |                           |  |   |             |   |  | (14,254      | ) |  |   |         |  
|Net intercompany loans                               |  |               |         |   |                      |   | (53,834 | )                         |  |   |             |   |  | 53,834       |   |  |   |         |  
|                                                     |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |   |  |   |          |  
|Net cash provided by (used in) investing activities  |  |               | 86,450   |   |                      |   | (52,514 | )                         |  |   |             |   |  | 53,834       |   |  |   | 87,770   |  
|                                                     |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |   |  |   |          |  
|Cash flows from financing activities:                |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |   |  |   |          |  
|Payments under senior secured term loan              |  |               | (1,250   | ) |                      |   |        |                           |  |   |             |   |  |             |   |  |   | (1,250   | )
|Change in bank overdraft                             |  |               |         |   |                      |   | (9,816  | )                         |  |   |             |   |  |             |   |  |   | (9,816   | )
|Other                                                |  |               | (28      | ) |                      |   |        |                           |  |   |             |   |  |             |   |  |   | (28      | )
|Principal payment under capital lease obligations    |  |               |         |   |                      |   | (628    | )                         |  |   |             |   |  |             |   |  |   | (628     | )
|Repayments from (advances to) related parties        |  |               | 1,803    |   |                      |   |        |                           |  |   |             |   |  |             |   |  |   | 1,803    |  
|Dividends paid                                       |  |               |         |   |                      |   | (14,254 | )                         |  |   |             |   |  | 14,254       |   |  |   |         |  
|Capital contribution from parent                     |  |               |         |   |                      |   | 14,254  |                           |  |   |             |   |  | (14,254      | ) |  |   |         |  
|Net intercompany loans                               |  |               | 22,886   |   |                      |   |        |                           |  |   | 30,948       |   |  | (53,834      | ) |  |   |         |  
|                                                     |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |   |  |   |          |  
|Net cash provided by (used in) financing activities  |  |               | 23,411   |   |                      |   | (10,444 | )                         |  |   | 30,948       |   |  | (53,834      | ) |  |   | (9,919   | )
|                                                     |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |   |  |   |          |  
|                                                     |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |   |  |   |          |  
|Net increase (decrease) in cash and cash equivalents |  |               | 42,376   |   |                      |   | (208    | )                         |  |   |             |   |  | (10,481      | ) |  |   | 31,687   |  
|Cash and cash equivalents, beginning of period       |  |               | 8,143    |   |                      |   | 208     |                           |  |   |             |   |  |             |   |  |   | 8,351    |  
|                                                     |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |   |  |   |          |  
|Cash and cash equivalents, end of period             |  | $             | 50,519   |   |                      | $ |        |                           |  | $ |             |   |  | ($10,481     | ) |  | $ | 40,038   |  
|                                                     |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |   |  |   |          |  



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ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS



General



In this section, the terms SunCom, we, our and similar terms refer collectively to SunCom Wireless, Inc., and its consolidated subsidiaries and Holdings refers to our
parent corporation, SunCom Wireless Holdings, Inc., formerly known as Triton PCS Holdings, Inc. The following discussion and analysis is based upon our financial statements as of the dates and for the periods presented in this section. You should
read this discussion and analysis in conjunction with our financial statements and the related notes contained elsewhere in this report.



Forward-Looking Statements



When used in this Form 10-Q and in future filings by us with the Securities and Exchange Commission, in our press releases and in oral statements made with the approval
of an authorized executive officer of SunCom, statements concerning possible or assumed future results of operations of SunCom and those preceded by, followed by or that include the words may, will, should,
expects, plans, anticipates, believes, estimates, predicts, potential or continue or the negative of such terms and other comparable terminology
(including confirmations by an authorized executive officer of SunCom or any such expressions made by a third party with respect to SunCom) are intended to identify forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on any such forward-looking statements, each of which speaks only as of the date made. Such statements are subject to certain risks and uncertainties that could cause
actual results to differ materially from historical earnings and those presently anticipated or projected. For a discussion of certain risks and uncertainties that could affect our results of operations, liquidity and capital resources, see the
Risk Factors section of our prospectus dated May 6, 2005, as filed with the Securities and Exchange Commission as part of a post-effective amendment to our registration statements covering our outstanding notes. We have no obligation to
release publicly the result of any revisions, which may be made to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements.



Overview



We are a leading provider of digital wireless communications services in the southeastern United States, Puerto Rico and the U.S. Virgin
Islands. As of June 30, 2005, our wireless communications network covered a population of approximately 14.3 million people in a contiguous geographic area encompassing portions of North Carolina, South Carolina, Tennessee, Georgia and Kentucky. In
addition, we operate a wireless communications network covering a population of approximately 4.0 million people in Puerto Rico and the U.S. Virgin Islands.



SunCom provides its wireless communications services under the SunCom Wireless brand name. From 1998 until December 2004, we were a member of the AT&T Wireless
network and a strategic partner with AT&T Wireless. Beginning in 1998, AT&T Wireless contributed personal communication services, or PCS, licenses to us covering various markets in the southeastern United States in exchange for an
equity position in Holdings. As part of our transactions with AT&T Wireless, we were granted the right to be the exclusive provider of wireless mobility services co-branded with AT&T Corp. within our markets.



In October 2004, Cingular Wireless acquired all of the outstanding stock of AT&T Wireless
through a merger of a Cingular Wireless subsidiary with and into AT&T Wireless. In connection with this transaction, SunCom, AT&T Wireless and Cingular Wireless (and/or certain of their subsidiaries) entered into various agreements to modify
our relationships with AT&T Wireless. Under these agreements, AT&T Wireless surrendered to SunCom, following the October 2004 consummation of the AT&T Wireless-Cingular Wireless merger, all of the equity interests in Holdings held by
AT&T Wireless, and the parties concurrently terminated the agreement under which AT&T Wireless had granted us the exclusive right to provide AT&T Wireless branded wireless services within our region. The termination of the exclusivity
arrangement permits the new AT&T Wireless/Cingular Wireless entity the ability to offer service in markets where they were previously prohibited and provides us the opportunity to offer service in markets where we were previously prohibited.



In addition, in December 2004, SunCom and Cingular Wireless completed an
exchange of wireless network properties, pursuant to which Cingular Wireless received our network assets and customers in Virginia and we received certain AT&T Wireless network assets and customers in North Carolina, Puerto Rico and the U.S.
Virgin Islands, plus $175 million in cash. This exchange transaction transformed the geographic strategic focus of our wireless network by giving us substantial new presence in the Charlotte, Raleigh/Durham and Greensboro, North Carolina markets and
entry into the Puerto Rico and U.S. Virgin Islands market. Our entry into these markets will allow us to operate a contiguous footprint in the Carolinas and will provide us with a greater ability to grow our subscriber base. The exchange transaction
also poses certain uncertainties. For example, Puerto Rico and the U.S. Virgin Islands is a new market for us, and we may not be able to successfully integrate our operations and compete in the Puerto Rico and U.S. Virgin Islands market due to the
general economic, business, political and social conditions in the Caribbean region, including the effects of world events and weather conditions on tourism in Puerto



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Rico and the U.S. Virgin Islands. We also expect that the acquired North Carolina, Puerto Rico and U.S. Virgin Islands markets will generate less roaming
minutes and revenue than did our former Virginia market. In addition, we may be required to make capital expenditures to upgrade and enhance the existing PCS network in the acquired markets to the same technological standard of our global system for
mobile communications and general packet radio service, or GSM/GPRS, network.



A decline in roaming revenue, largely as a result of the termination of our exclusivity arrangements with AT&T Wireless, has had, and will continue to have, a negative impact on our operating margins. By growing our subscriber base and
the corresponding revenue from these subscribers, we plan to offset the decline in roaming revenue with an increase in service revenue. However, service revenue has significantly lower operating margin than the roaming revenue it will be replacing.
In addition, incremental expenses related to the SunCom brand launch in our recently acquired North Carolina, Puerto Rico and the U.S. Virgin Islands markets and re-launch of the brand in our previously existing markets, has had, and in the near
term will continue to have, a negative impact on our operating margins. Therefore, until we further leverage our fixed costs over a larger subscriber base, our operating results will likely be lower than comparable historic periods.



Additionally, 2005 operating results have been negatively impacted by the cost to migrate our
recently acquired subscribers in North Carolina and Puerto Rico to our systems. Before migrating the acquired GSM/GPRS subscribers in these markets to our systems, we must ensure that each subscribers handset is compatible with our network and
billing platform. Ensuring compatibility requires that each subscribers handset is individually converted or replaced with a new handset. Costs associated with this process are reflected in our results of operations for the six months ended
June 30, 2005, and will continue to negatively impact our operating results through the third quarter of 2005, by which time the subscriber migration is expected to be completed. See Results of Operations for further discussion regarding
our outlook on service and roaming revenue, cost of service, cost of equipment and selling, general and administrative expenses.



Our strategy is to provide extensive coverage to customers within our region, to offer our customers high-quality, innovative voice and data services with coast-to-coast
coverage and to benefit from roaming revenues generated by other carriers wireless customers who roam into our covered area.



We believe our markets are strategically attractive because of their strong demographic characteristics for wireless communications services. According to the 2002 Paul
Kagan Associates Report, our service area includes 12 of the top 100 markets in the country, with population densities that are higher than the national average. We currently provide wireless voice and data services over two overlapping networks.
One network utilizes time division multiple access, or TDMA, technology, and the second network utilizes GSM/GPRS technology, which is capable of providing enhanced voice and data services.



Results of Operations



Three Months Ended June 30, 2005 Compared to the Three Months Ended June 30, 2004



Subscribers



Net subscriber additions were 3,979 and negative 833 for the three months ended June 30, 2005 and 2004, respectively. This increase was
driven primarily by an increase in gross subscriber additions, offset partially by higher subscriber churn. The quarter-over-quarter gross subscriber addition increase was the result of a significant marketing and branding initiative associated with
our launch of the SunCom brand in the recently acquired North Carolina and Puerto Rico markets and the re-launch of the SunCom brand in our previously owned markets. Total subscribers were 965,106 as of June 30, 2005, an increase of 46,033, or 5.0%
over our subscriber total as of June 30, 2004. The increase in total subscribers was attributable to the net subscriber increase of 71,430 resulting from the exchange transaction with AT&T Wireless and Cingular Wireless in December 2004 and net
subscriber additions in the first two quarters of 2005, partially offset by negative net subscriber additions in the third and fourth quarters of 2004.



Churn



Subscriber churn was 3.2% and 2.6% for the three months ended June 30, 2005 and 2004, respectively. This increase resulted primarily from increased voluntary subscriber deactivations due to the transitions
negative impact on the recently acquired subscribers in the North Carolina and Puerto Rico markets. In addition, involuntary churn increased due to deactivations resulting from certain service offerings to credit challenged subscribers, which are
prone to higher churn. Subscriber churn is calculated by dividing subscriber deactivations by our average subscriber base for the respective period. We believe that churn may increase slightly in the third quarter of 2005 as a result of the impact
of the exchange transaction with AT&T Wireless and Cingular Wireless on acquired subscribers as well as higher churn on credit-challenged customers. Subsequent to the third quarter of 2005, we believe that churn may decrease as a result of the
reduced impact of the exchange transaction with AT&T Wireless and Cingular Wireless.



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Average Revenue Per User



Average revenue per user, or ARPU, was $56.73 and $56.68 for the three months ended June 30, 2005 and 2004, respectively. ARPU reflects the average amount
billed to subscribers based on rate plan and calling feature offerings. ARPU is calculated by dividing service revenue, excluding service revenue credits made to existing subscribers and revenue not generated by wireless subscribers, by our average
subscriber base for the respective period. For more details regarding our calculation of ARPU, refer to Reconciliation of Non-GAAP Financial Measures below. The ARPU increase of $0.05, or 0.1%, was primarily the result of an increase in
revenue from new features offered for an additional fee and billed airtime, offset by a decrease in average access revenue per subscriber and a decrease in the recognition of deferred activation fees. As the result of the anticipated mix of new rate
plan offerings, we expect ARPU to remain relatively flat in the foreseeable future.



Revenues



Total revenue increased 0.2% to $212.9 million for
the three months ended June 30, 2005 from $212.5 million for the three months ended June 30, 2004. Service revenue for the three months ended June 30, 2005 was $166.5 million, an increase of $11.0 million, or 7.1%, compared to $155.5 million for the
three months ended June 30, 2004. The increase in service revenue was due primarily to the growth of our subscriber base as well as slightly higher ARPU. We expect subscriber growth to continue, and hence, we expect service revenue to continue to
increase. Roaming revenue was $23.0 million for the three months ended June 30, 2005, a decrease of $15.5 million, or 40.3%, compared to $38.5 million for the three months ended June 30, 2004. The decrease in roaming revenue was primarily the result
of reductions in roaming rates and minutes of use associated with the termination of our previously existing AT&T Wireless roaming agreement and the amendment of our Cingular Wireless roaming agreement in October 2004. Although we expect the
growth of the wireless industry to continue, we believe that our roaming revenues will decrease in the future due to the industry trend of declining roaming rates and the impact of AT&T Wireless merger with Cingular Wireless on our roaming
traffic. Equipment revenue was $23.4 million for the three months ended June 30, 2005, an increase of $4.9 million, or 26.5%, compared to $18.5 million for the three months ended June 30, 2004. Equipment revenue includes the revenue earned on the
sale of a handset or handset accessories to new and existing subscribers. The equipment revenue increase was due primarily to an increase in gross subscriber additions, an increase in handset sales to existing subscribers and an increase in handset
prices resulting from the transition of TDMA handsets to GSM/GPRS handsets, which offer more advanced capabilities.



Cost of Service



Cost of service (excluding amortization, depreciation, asset disposal and non-cash compensation) was $64.7 million for the three months ended June 30, 2005, an increase of $0.9 million, or 1.4%, compared to $63.8
million for the three months ended June 30, 2004. This increase was primarily related to the increased costs of operating two fully deployed network technologies over an expanded market footprint as a result of the exchange transaction with AT&T
Wireless and Cingular Wireless in December 2004. Our expanded network and subscriber growth resulted in increased interconnect fees of $3.5 million and cell site and network repair and maintenance costs of $4.9 million. These increases were
partially offset by a decline in incollect costs of $7.5 million resulting primarily from the termination of our AT&T Wireless roaming agreement and the amendment of our Cingular Wireless roaming agreement in October 2004, which resulted in
lower per minute rates that are in line with current market rates. As a result of the variable components of cost of service, such as interconnect and toll, our cost of service may increase in conjunction with the growth of our subscriber base. Cost
of service as a percentage of service revenue was 38.9% and 41.0% for the three months ended June 30, 2005 and 2004, respectively. The decrease of 2.1% was attributable to increased service revenue and a lower incollect rate per minute of use,
partially offset by higher network costs in certain areas, such as interconnect and cell site expenses. Cost of service as a percentage of service revenue may continue to decline in the future as we expect to leverage the fixed components of cost of
service, such as cell site rent, against increased revenue.



Cost of
Equipment



Cost of equipment was $49.5 million for the three months ended
June 30, 2005, an increase of $17.7 million, or 55.7%, compared to $31.8 million for the three months ended June 30, 2004. Cost of equipment includes the cost associated with the sale of a handset or handset accessories to new and existing
subscribers and the cost associated with providing certain acquired subscribers with a new handset prior to their migration to our systems. The increase in cost of equipment was primarily the result of costs associated with providing certain
subscribers in the acquired North Carolina and Puerto Rico markets with a new handset compatible with our systems. This migration resulted in approximately $10.3 million of equipment costs in the second quarter of 2005. In addition, sales to new
subscribers increased as the result of higher gross subscriber additions, and sales to existing subscribers increased due to their transition from TDMA handsets to GSM/GPRS handsets, which offer more advanced capabilities. We expect to incur
approximately $6.0 million of equipment costs in the third quarter of 2005 related to additional subscribers in the acquired North Carolina and Puerto Rico markets that will require a new handset prior to their migration to SunComs systems.



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Selling, General and Administrative Expense



Selling, general and administrative expenses (excluding amortization, depreciation, asset disposal and non-cash compensation) were $90.6
million for the three months ended June 30, 2005, an increase of $30.5 million, or 50.7% compared to $60.1 million for the three months ended June 30, 2004. Selling expenses increased by $10.4 million, or 44.8%, primarily due to an increase in
advertising and promotional costs of $6.8 million resulting from the launch of our SunCom brand and higher commission expense of $2.6 million as the result of increased gross subscriber additions. General and administrative expenses increased $20.1
million, or 54.8%, primarily due to increases in customer care costs of approximately $15.4 million, of which approximately $9.7 million was as a result of migrating recently acquired subscribers in North Carolina, Puerto Rico and the U.S. Virgin
Islands to our systems. The incremental migration costs in customer care include such items as temporary help, temporary facilities, fees related to number porting and amounts paid to indirect agents to assist with the subscriber migration process.
The remainder of the increase in customer care costs was largely due to outsourcing customer care in Puerto Rico. In addition, there was an incremental property tax expense of approximately $1.1 million related to higher property tax rates in the
newly acquired Puerto Rico market when compared to our historic experience. As a result of the variable components of selling, general and administrative expense, such as customer care personnel and billing costs, our selling, general and
administrative expenses may increase as a function of the growth of our subscriber base. General and administrative expense as a percentage of service revenue was 34.2% and 23.6% for the three months ended June 30, 2005 and 2004, respectively. This
10.6% increase is primarily attributable to an increase in the expenses discussed above. Until the recently acquired North Carolina, Puerto Rico and U.S. Virgin Islands markets are fully integrated, general and administrative expenses as a
percentage of service revenue may remain high in the near term. We expect to incur approximately $4.0 million of migration related costs in the third quarter of 2005. This higher percentage may begin to decline in the future as we expect to leverage
our fixed general and administrative costs, such as headcount and facilities costs, against increased revenue.



Cost Per Gross Addition



Cost per gross
addition, or CPGA, was $427 and $439 for the three months ended June 30, 2005 and 2004, respectively. The CPGA decrease of $12 was primarily the result of lower net equipment costs and greater leverage on fixed acquisition costs, such as
salaries and rent, due to higher gross subscriber additions, partially offset by increased advertising and promotional spending in the second quarter of 2005 related to our SunCom brand launch. CPGA is calculated by dividing the sum of equipment
margin for handsets sold to new subscribers (equipment revenues less cost of equipment, which costs have historically exceeded the related revenues) and selling expenses related to adding new subscribers by total gross subscriber additions during
the relevant period. Retail customer service expenses and the equipment margin on handsets sold to existing subscribers, including handset upgrade transactions, are excluded from CPGA, as these costs are incurred specifically for existing
subscribers. For more details regarding our calculation of CPGA, refer to Reconciliation of Non-GAAP Financial Measures below.



Non-cash Compensation Expense



Non-cash compensation expense was $2.4 million for the three months ended June 30, 2005, a decrease of $3.5 million, or 59.3%, compared to $5.9 million for the three
months ended June 30, 2004. Non-cash compensation represents the amortization of Holdings restricted stock, valued at the date of grant, over the applicable vesting period. In addition, contributions of Holdings Class A common stock made
to our 401(k) savings plan are also included in non-cash compensation. The decrease reflects a lower average share price for recent grants as well as a decreased number of Holdings restricted Class A common shares vesting during the quarter,
compared to the same period in 2004.



Depreciation, Asset Disposal and
Amortization Expense



Depreciation, asset disposal and amortization
expense was $74.0 million for the three months ended June 30, 2005, an increase of $29.3 million, or 65.5%, compared to $44.7 million for the three months ended June 30, 2004. This increase was primarily attributable to a $23.9 million increase in
depreciation resulting from the acceleration of the depreciation of our TDMA wireless communications equipment. This acceleration resulted from the increased rate of the migration of our TDMA subscriber base to our overlapping next generation
GSM/GPRS network in the second quarter of 2005, as well as a higher rate of churn for these customers during 2005 than was planned. The increase was also driven by a $13.9 million increase in amortization expense relating to the intangible assets
acquired in the transactions with Cingular Wireless and AT&T Wireless during the fourth quarter of 2004, including subscriber lists, income leases and the SunCom brand. These increases were partially offset by a $7.4 million gain recognized on
the sale of 157 cell towers in June 2005 (see Note 10 to our consolidated financial statements included in Item 1 of this Form 10-Q).



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Interest Expense



Interest expense was $37.0 million, net of capitalized interest of $0.2 million, for the three months ended June 30, 2005. Interest expense was $30.9 million, net of
capitalized interest of $0.2 million, for the three months ended June 30, 2004. The increase of $6.1 million, or 19.7%, relates primarily to the increase of $4.0 million of interest expense on our $250 million senior secured term loan that was
entered into in November 2004. In addition, we did not receive any benefit related to the interest rate swaps that were terminated in the third and fourth quarters of 2004. These terminated swaps decreased interest expense by $2.3 million in the
three months ended June 30, 2004.



We had a weighted average interest rate of
8.40% for the three months ended June 30, 2005 on our average obligation for our senior and subordinated debt as well as our senior secured term loan, compared with an 8.11% weighted average interest rate for the three months ended June 30, 2004.



Interest and Other Income



Interest and other income was $2.1 million for the three months ended June 30, 2005, an
increase of $1.8 million, compared to $0.3 million for the three months ended June 30, 2004. This increase was due primarily to higher average cash and short term investment balances for the quarter ended June 30, 2005.



Income Tax Expense



Income tax expense was $4.0 million for the three months ended June 30, 2005, an increase of $0.5 million, or 14.3%, compared to $3.5
million for the three months ended June 30, 2004. This increase stems primarily from the recognition of a greater deferred tax liability associated with our licensing costs. Pursuant to our adoption of Statement of Financial Accounting Standards No.
142, we can no longer reasonably estimate the period of reversal, if any, for the deferred tax liabilities related to our licensing costs; therefore, we will continue to incur deferred tax expense as additional deferred tax liabilities associated
with the amortization of the tax basis of our FCC licenses are incurred.



Net Loss



Net loss was $107.3 million and $27.9 million for
the three months ended June 30, 2005 and 2004, respectively. The net loss increase of $79.4 million resulted primarily from the items discussed above.



Six Months Ended June 30, 2005 Compared to the Six Months Ended June 30, 2004



Subscribers



Net subscriber additions were 13,361 and 24,414 for the six months ended June 30, 2005 and 2004, respectively. This decrease was driven
primarily by higher subscriber churn, partially offset by an increase in gross subscriber additions.



Churn



Subscriber churn was 3.0% and
2.5% for the six months ended June 30, 2005 and 2004, respectively. This increase resulted primarily from increased voluntary subscriber deactivations due to the transitions negative impact on the recently acquired subscribers in the North
Carolina and Puerto Rico markets. In addition, involuntary churn increased due to deactivations resulting from certain service offerings to credit challenged subscribers, which are prone to higher churn. We believe that churn may increase slightly
in the third quarter of 2005 as a result of the impact of the exchange transaction with AT&T Wireless and Cingular Wireless on acquired subscribers as well as higher churn on credit-challenged customers. Subsequent to the third quarter of 2005,
we believe that churn may decrease as a result of the reduced impact of the exchange transaction with AT&T Wireless and Cingular Wireless.



Average Revenue Per User



ARPU was $56.29 and $55.71 for the six months ended June 30, 2005 and 2004, respectively. ARPU reflects the average amount billed to subscribers based on rate plan and
calling feature offerings. The ARPU increase of $0.58, or 1.0%, was primarily the result of an increase in revenue from new features offered for an additional fee and billed airtime, offset partially by a decrease in average access revenue per
subscriber and a decrease in the recognition of deferred activation fees. As the result of the anticipated mix of new rate plan offerings, we expect ARPU to remain relatively flat in the foreseeable future.



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Revenues



Total revenue increased 1.5% to $416.8 million for the six months ended June 30, 2005 from $410.5 million for the six months ended June 30, 2004. Service revenue for the
six months ended June 30, 2005 was $329.3 million, an increase of $26.2 million, or 8.6 %, compared to $303.1 million for the six months ended June 30, 2004. The increase in service revenue was due primarily to the growth of our subscriber base as
well as higher ARPU. We expect subscriber growth to continue, and hence, we expect service revenue to continue to increase. Roaming revenue was $46.8 million for the six months ended June 30, 2005, a decrease of $25.4 million, or 35.2%, compared to
$72.2 million for the six months ended June 30, 2004. The decrease in roaming revenue was primarily the result of reductions in roaming rates and minutes of use associated with the termination of our previously existing AT&T Wireless roaming
agreement and the amendment of our Cingular Wireless roaming agreement in October 2004. Although we expect the growth of the wireless industry to continue, we believe that our roaming revenues will decrease in the future due to the industry trend of
declining roaming rates and the impact of AT&T Wireless merger with Cingular Wireless on our roaming traffic. Equipment revenue was $40.7 million for the six months ended June 30, 2005, an increase of $5.5 million, or 15.6%, compared to
$35.2 million for the six months ended June 30, 2004. Equipment revenue includes the revenue earned on the sale of a handset or handset accessories to new and existing subscribers. The equipment revenue increase was due primarily to an increase in
gross subscriber additions, an increase in handset sales to existing subscribers as well as increased handset prices resulting from the transition of TDMA handsets to GSM/GPRS handsets, which offer more advanced capabilities.



Cost of Service



Cost of service (excluding amortization, depreciation, asset disposal and non-cash compensation) was $126.4 million for the six months ended
June 30, 2005, an increase of $3.5 million, or 2.8%, compared to $122.9 million for the six months ended June 30, 2004. This increase was primarily related to the increased costs of operating two fully deployed network technologies over an expanded
market footprint as a result of the exchange transaction with AT&T Wireless and Cingular Wireless in December 2004. Our expanded network and subscriber growth resulted in increased interconnect fees of $7.4 million and cell site and network
repair and maintenance costs of $10.1 million. These increases were partially offset by a decline in incollect costs of $12.9 million resulting primarily from the termination of our AT&T Wireless roaming agreement and the amendment of our
Cingular Wireless roaming agreement in October 2004, which resulted in lower per minute rates that are in line with current market rates. As a result of the variable components of cost of service, such as interconnect and toll, our cost of service
may increase in conjunction with the growth of our subscriber base. Cost of service as a percentage of service revenue was 38.4% and 40.6% for the six months ended June 30, 2005 and 2004, respectively. The decrease of 2.2% was attributable to
increased service revenue and a lower incollect rate per minute of use, partially offset by higher network costs, such as interconnect and cell site expenses. Cost of service as a percentage of service revenue may continue to decline in the future
as we expect to leverage the fixed components of cost of service, such as cell site rent, against increased revenue.



Cost of Equipment



Cost of equipment was $84.2 million for the six months ended June 30, 2005, an increase of $19.9 million, or 30.9%, compared to $64.3 million for the six months ended June 30, 2004. Cost of equipment includes the cost
associated with the sale of a handset or handset accessories to new and existing subscribers and the cost associated with providing certain subscribers in the acquired North Carolina and Puerto Rico markets with a new handset prior to their
migration to our systems. The increase in cost of equipment was primarily the result of costs associated with providing certain subscribers in the acquired North Carolina and Puerto Rico markets with a new handset prior to their migration to our
systems. This migration resulted in approximately $10.8 million of equipment costs in the first half of 2005. In addition, sales to new subscribers increased as the result of higher gross subscriber additions, and sales to existing subscribers
increased due to their transition from TDMA handsets to GSM/GPRS handsets, which offer more advanced capabilities. We expect to incur approximately $6.0 million of equipment costs in the third quarter of 2005 related to additional subscribers in the
acquired North Carolina and Puerto Rico markets that will require a new handset prior to their migration to SunComs systems.



Selling, General and Administrative Expense



Selling, general and administrative expenses (excluding amortization, depreciation, asset disposal and non-cash compensation) were $167.1 million for the six months ended
June 30, 2005, an increase of $44.0 million, or 35.7%, compared to $123.1 million for the six months ended June 30, 2004. Selling expenses increased by $17.4 million, or 34.4%, primarily due to an increase in advertising and promotional costs of
$13.7 million resulting from the launch of our SunCom brand and higher commission expense of $2.0 million as the result of increased gross subscriber additions. General and administrative expenses increased $26.6 million, or 36.7%, primarily due to
increases in customer care costs of approximately $18.5 million, of which approximately $9.9 million was as a result of migrating recently acquired subscribers in North Carolina, Puerto Rico and the U.S. Virgin Islands to our systems. The
incremental migration costs in customer care include such items as temporary help, temporary facilities, fees related to number porting and amounts paid to indirect agents to assist with the subscriber migration process. The remainder of the
increase in customer care costs was largely due to outsourcing customer care in Puerto Rico. In



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addition, there was an incremental property tax expense of approximately $2.1 million related to higher property tax rates in the newly acquired Puerto Rico
market when compared to our historic experience. As a result of the variable components of selling, general and administrative expense, such as customer care personnel and billing costs, our selling, general and administrative expenses may increase
as a function of the growth of our subscriber base. General and administrative expense as a percentage of service revenue was 30.1% and 23.9% for the six months ended June 30, 2005 and 2004, respectively. This 6.2% increase is primarily attributable
to an increase in the expenses discussed above. Until the recently acquired North Carolina, Puerto Rico and U.S. Virgin Islands markets are fully integrated, general and administrative expenses as a percentage of service revenue may remain high in
the near term. We expect to incur approximately $4.0 million of migration related costs in the third quarter of 2005. This higher percentage may begin to decline in the future as we expect to leverage our fixed general and administrative costs, such
as headcount and facilities costs, against increased revenue.



Cost Per
Gross Addition



CPGA was $444 and $420 for the six months ended June 30,
2005 and 2004, respectively. The CPGA increase of $24 was primarily the result of increased advertising and promotional spending in 2005 related to our SunCom brand launch, partially offset by lower net equipment costs and greater leverage on fixed
acquisition costs, such as salaries and rent, as a result of higher gross subscriber additions.



Non-cash Compensation Expense



Non-cash
compensation expense was $6.4 million for the six months ended June 30, 2005, a decrease of $5.1 million, or 44.3%, compared to $11.5 million for the six months ended June 30, 2004. Non-cash compensation represents the amortization of Holdings
restricted stock, valued at the date of grant, over the applicable vesting period. In addition, contributions of Holdings Class A common stock made to our 401(k) savings plan are also included in non-cash compensation. The decrease reflects a
lower average share price for recent grants as well as a decreased number of Holdings restricted Class A common shares vesting during the period, compared to the same period in 2004.



Depreciation, Asset Disposal and Amortization Expense



Depreciation, asset disposal and amortization expense was $133.5 million for the six months
ended June 30, 2005, an increase of $48.9 million, or 57.8%, compared to $84.6 million for the six months ended June 30, 2004. This increase was primarily attributable to a $25.2 million increase in depreciation resulting from the acceleration of
the depreciation of our TDMA wireless communications equipment. This acceleration was initially recorded in the second quarter of 2004 upon our successful launch of our overlapping next generation GSM/GPRS network in all covered markets and then was
further accelerated in the second quarter of 2005 as the result of the increased rate of the migration of our TDMA subscriber base to our GSM/GPRS network, as well as a higher rate of churn for these customers during 2005 than was planned. The
increase was also driven by a $29.0 million increase in amortization expense relating to the intangible assets acquired in the transactions with Cingular Wireless and AT&T Wireless during the fourth quarter of 2004, including subscriber lists,
income leases and the SunCom brand. These increases were partially offset by a $7.4 million gain recognized on the sale of 157 cell towers in June 2005 (see Note 10 to our consolidated financial statements included in Item 1 of this Form 10-Q).



Interest Expense



Interest expense was $73.8 million, net of capitalized interest of $0.4 million, for the six
months ended June 30, 2005. Interest expense was $62.3 million, net of capitalized interest of $0.6 million, for the six months ended June 30, 2004. The increase of $11.5 million, or 18.5%, relates primarily to the increase of $7.6 million of
interest expense on our $250 million senior secured term loan that was entered into in November 2004. In addition, we did not receive any benefit related to the interest rate swaps that were terminated in the third and fourth quarters of 2004. These
terminated swaps decreased interest expense by $3.9 million for the six months ended June 30, 2004.



We had a weighted average interest rate of 8.37% for the six months ended June 30, 2005 on our average obligation for our senior and subordinated debt as well as our senior secured term loan, compared with an 8.22%
weighted average interest rate for the six months ended June 30, 2004.



Other Expense



Other expense was $0.1 million for the six
months ended June 30, 2005, which consisted of additional transaction costs related to the Cingular Wireless and AT&T Wireless agreements consummated in the fourth quarter of 2004. There were no other expenses for the six months ended June 30,
2004.



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Interest and Other Income



Interest and other income was $4.0 million for the six months ended June 30, 2005, an increase of $3.4 million, compared to $0.6 million for
the six months ended June 30, 2004. This increase was due primarily to higher average cash and short term investment balances for the quarter ended June 30, 2005.



Income Tax Expense



Income tax expense was $7.8 million for the six months ended June 30, 2005, an increase of $0.9 million, or 13.0%, compared to $6.9 million for the six months ended June
30, 2004. This increase stems primarily from the recognition of a greater deferred tax liability associated with our licensing costs. Pursuant to our adoption of Statement of Financial Accounting Standards No. 142, we can no longer reasonably
estimate the period of reversal, if any, for the deferred tax liabilities related to our licensing costs, therefore, we will continue to incur deferred tax expense as additional deferred tax liabilities associated with the amortization of the tax
basis of our FCC licenses are incurred.



Net Loss



Net loss was $178.2 million and $64.6 million for the six months ended June 30, 2005 and
2004, respectively. The net loss increase of $113.6 million resulted primarily from the items discussed above.



Liquidity and Capital Resources



As of June 30, 2005, we had $40.0 million in cash and cash equivalents, compared to $8.4 million in cash and cash equivalents at December 31, 2004. In addition, we had
$219.1 million of short-term investments as of June 30, 2005, compared to $305.5 million of short-term investments as of December 31, 2004. Net working capital was $275.7 million as of June 30, 2005 and $278.7 million as of December 31, 2004.
Included in net working capital is an increased subscriber accounts receivable balance. Current subscriber billing practices in the acquired North Carolina and Puerto Rico markets, among other things, have the effect of increasing accounts
receivable when compared to our historic levels. Therefore, we believe that the days sales outstanding may begin to decline over time as we transition these acquired subscribers to our standard billing practices. However, to the extent the
subscribers in the acquired markets are not converted to our standardized billing practices, these operating metrics may not reach historic levels. Also included in the working capital balance is an increased roaming partner accounts receivable
balance. This receivable balance increased due to our continued switching of Cingulars Virginia subscribers, which Cingular acquired from us in December 2004. This increased receivable is offset by an identical payable to Cingular. There is no
effect on our statement of operations, as the revenue is passed to Cingular in accordance with our transition services agreement. However, since we are owed the cash from a third party clearinghouse, and we owe the cash to different party, Cingular,
we reflect both the receivable and payable on our balance sheet. The inverse of this situation also applies to our acquired North Carolina, Puerto Rico and U.S. Virgin Island markets. Cash used by operating activities was $46.2 million for the six
months ended June 30, 2005, an increase of $60.0 million, compared to $13.8 million provided by operating activates for the six months ended June 30, 2004. The increase in cash used by operating activities stems primarily from decreased roaming
revenue of $25.4 million, one-time transition costs of $21.2 million incurred during the first and second quarters to integrate subscribers acquired in the North Carolina and Puerto Rico footprints onto our systems and increased advertising and
promotional spending of $13.7 million related to the launch of our new SunCom brand. These costs were partially offset by a decrease in cash used by working capital of $7.8 million. Cash provided by investing activities was $87.8 million for the six
months ended June 30, 2005, an increase of $85.0 million, compared to $2.8 million of cash provided by investing activities in the six months ended June 30, 2004. The increase in cash provided by investing activities was primarily driven by the
receipt of $45.0 million in association with our sale of wireless communication towers to Global Signal Inc. during the second quarter of 2005. The remaining increase was related to a net increase of $44.1 million in auction rate security sales,
offset partially by an increase in capital expenditures of $3.1 million. Cash used in financing activities was $9.9 million for the six months ended June 30, 2005, a decrease of $1.2 million, or 10.8%, compared to $11.1 million for the six months
ended June 30, 2004. The decrease in cash used by financing activities relates primarily to $1.8 million in repayments from related parties, $0.2 million decrease in our change in bank overdraft and $0.2 million decrease in our principal payments
under capital lease obligations, partially offset by approximately $1.3 million in repayments of our senior secured term loan.



Liquidity



We believe that cash on hand and short-term investments will be sufficient to meet our projected cash requirements for the next twelve months. Our near-term cash requirements include our planned acquisition of Urban
Comm  North Carolina, Inc. for approximately $108.0 million, which is equal to the purchase price of $113.0 million less a $5.0 million deposit made during the year ended December 31, 2004. Although we estimate that cash, cash equivalents and
short-term investments will be sufficient to finance our continued growth, we may have additional capital requirements, which could be substantial, for future upgrades and advances in new technology. If necessary, we may need to access external
sources of capital including the issuance of debt securities. Our need to obtain additional cash from external sources will be impacted by our ability to reduce costs and to continue to achieve subscriber and revenue growth.



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We may from time to time seek to retire our outstanding debt securities through cash purchases and/or exchanges for other
securities, in open market purchases, privately negotiated transactions or otherwise. Such repurchases or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The
amounts involved may be material.



Reconciliation of Non-GAAP Financial
Measures



We utilize certain financial measures that are not calculated in
accordance with accounting principles generally accepted in the United States, or GAAP, to assess our financial performance. A non-GAAP financial measure is defined as a numerical measure of a companys financial performance that (i)
excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the comparable measure calculated and presented in accordance with GAAP in the statement of income or statement of cash flows; or (ii)
includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the comparable measure so calculated and presented. The discussion of each non-GAAP financial measure we use in this report appear above
under Results of Operations. A brief description of the calculation of each measure is included where the particular measure is first discussed. Our method of computation may or may not be comparable to other similarly titled measures of
other companies. The following tables reconcile our non-GAAP financial measures with our financial statements presented in accordance with GAAP.



|                                              |  |                                     |         |      |                           |         |      |  |      |         |  |   |         |  
|--------------------------------------------- |  | ----------------------------------- | ------- | ---- | ------------------------- | ------- | ---- |  | ---- | ------- |  | - | ------- | -
|                                              |  | Three Months Ended June 30,         |         |      | Six Months Ended June 30, |        
|Average revenue per user (ARPU)               |  | 2004                                |         | 2005 |                           |         | 2004 |  | 2005 |        
|                                              |  | (Dollars in thousands, except ARPU) |        
|Service revenue                               |  | $                                   | 155,454 |      | $                         | 166,479 |      |  | $    | 303,122 |  | $ | 329,328 |  
|Subscriber retention credits                  |  |                                     | 901     |      |                           | 690     |      |  |      | 2,211   |  |   | 1,345   |  
|Revenue not generated by wireless subscribers |  |                                     |        |      |                           | (3,248  | )    |  |      |        |  |   | (6,532  | )
|                                              |  |                                     |         |      |                           |         |      |  |      |         |  |   |         |  
|Adjusted service revenue                      |  | $                                   | 156,355 |      | $                         | 163,921 |      |  | $    | 305,333 |  | $ | 324,141 |  
|                                              |  |                                     |         |     
|Average subscribers                           |  |                                     | 919,490 |      |                           | 963,117 |      |  |      | 913,386 |  |   | 959,776 |  
|ARPU                                          |  | $                                   | 56.68   |      | $                         | 56.73   |      |  | $    | 55.71   |  | $ | 56.29   |  



We believe ARPU, which calculates the
average service revenue billed to an individual subscriber, is a useful measure to evaluate our past billable service revenue and assist in forecasting our future billable service revenue. ARPU is exclusive of service revenue credits made to retain
existing subscribers and revenue not generated by wireless subscribers. Service revenue credits are discretionary reductions of the amount billed to a subscriber. We have no contractual obligation to issue these credits; therefore, ARPU reflects the
amount subscribers have contractually agreed to pay us based on their specific usage pattern. Revenue not generated by wireless subscribers, which primarily consists of Universal Service Fund program revenue, is excluded from our calculation of
ARPU, as this revenue does not reflect amounts billed to subscribers. ARPU is calculated by dividing service revenue, exclusive of service revenue credits made to existing subscribers and revenue not generated by wireless subscribers, by our average
subscriber base for the respective period. For quarterly periods, average subscribers is calculated by adding subscribers at the beginning of the quarter to subscribers at the end of the quarter and dividing by two; for year to date periods, average
subscribers is calculated by adding the average subscriber amount calculated for the quarterly periods during the period and dividing by the number of quarters in the period.



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|                                                                 |  |                                     |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|---------------------------------------------------------------- |  | ----------------------------------- | ------- | - | ------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                                 |  | Three Months Ended June 30,         |         |   | Six Months Ended June 30, |  
|Cost Per Gross Addition (CPGA)                                   |  | 2004                                |         |   | 2005                      |   |         | 2004 |  |   | 2005    |  
|                                                                 |  | (Dollars in thousands, except CPGA) |        
|Selling expenses                                                 |  | $                                   | 23,299  |   |                           | $ | 33,731  |      |  | $ | 50,654  |   |  | $ | 68,070  |  
|Total cost of equipment  transactions with new subscribers      |  |                                     | 21,560  |   |                           |   | 25,348  |      |  |   | 42,015  |   |  |   | 46,222  |  
|                                                                 |  |                                     |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|CPGA operating expenses                                          |  | $                                   | 44,859  |   |                           | $ | 59,079  |      |  | $ | 92,669  |   |  | $ | 114,292 |  
|                                                                 |  |                                     |         |  
|Cost of service                                                  |  | $                                   | 63,777  |   |                           | $ | 64,744  |      |  | $ | 122,942 |   |  | $ | 126,394 |  
|Total cost of equipment  transactions with existing subscribers |  |                                     | 10,258  |   |                           |   | 24,163  |      |  |   | 22,328  |   |  |   | 37,935  |  
|General and administrative expense                               |  |                                     | 36,752  |   |                           |   | 56,910  |      |  |   | 72,399  |   |  |   | 98,987  |  
|Non-cash compensation                                            |  |                                     | 5,892   |   |                           |   | 2,363   |      |  |   | 11,494  |   |  |   | 6,401   |  
|Depreciation and asset disposal                                  |  |                                     | 42,923  |   |                           |   | 58,420  |      |  |   | 81,024  |   |  |   | 100,911 |  
|Amortization                                                     |  |                                     | 1,744   |   |                           |   | 15,616  |      |  |   | 3,602   |   |  |   | 32,572  |  
|                                                                 |  |                                     |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Total operating expenses                                         |  | $                                   | 206,205 |   |                           | $ | 281,295 |      |  | $ | 406,458 |   |  | $ | 517,492 |  
|                                                                 |  |                                     |         |  
|CPGA operating expenses (from above)                             |  | $                                   | 44,859  |   |                           | $ | 59,079  |      |  | $ | 92,669  |   |  | $ | 114,292 |  
|Equipment revenue  transactions with new subscribers            |  |                                     | (13,422 | ) |                           |   | (18,060 | )    |  |   | (25,575 | ) |  |   | (30,613 | )
|                                                                 |  |                                     |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|CPGA costs, net                                                  |  | $                                   | 31,437  |   |                           | $ | 41,019  |      |  | $ | 67,094  |   |  | $ | 83,679  |  
|                                                                 |  |                                     |         |  
|Gross subscriber additions                                       |  |                                     | 71,596  |   |                           |   | 95,991  |      |  |   | 159,810 |   |  |   | 188,302 |  
|CPGA                                                             |  | $                                   | 439     |   |                           | $ | 427     |      |  | $ | 420     |   |  | $ | 444     |  



We believe CPGA is a useful measure
that quantifies the costs to acquire a new subscriber. This measure also provides a gauge to compare our average acquisition costs per new subscriber to that of other wireless communication providers. CPGA is calculated by dividing the sum of
equipment margin for handsets sold to new subscribers (equipment revenue less cost of equipment, which costs have historically exceeded the related revenue) and selling expenses related to adding new subscribers by total gross subscriber additions
during the relevant period. Retail customer service expenses are excluded from CPGA, as these costs are incurred specifically for existing subscribers.



Inflation



We do not believe that inflation has had a material impact on our operations.



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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK



We are highly leveraged and, as a result, our cash flows and earnings are exposed to fluctuations in interest rates. Our debt obligations are U.S. dollar denominated. Our market risk, therefore, is the potential loss
arising from adverse changes in interest rates. As June 30, 2005, our debt can be categorized as follows (in thousands):



|                                       |  |   |        
|-------------------------------------- |  | - | -------
|Fixed interest rates:                  |  |   |        
|Senior notes                           |  | $ | 712,590
|Senior subordinated notes              |  | $ | 729,395
|                                       | 
|Subject to interest rate fluctuations: |  |   |        
|Senior secured term loan               |  | $ | 248,750



Our interest rate risk management
program focuses on minimizing exposure to interest rate movements, setting an optimal mixture of floating and fixed rate debt and minimizing liquidity risk.



Our cash and cash equivalents consist of short-term assets having initial maturities of three months or less, and our investments consist of auction rate securities with
maturities of one year or less. While these investments are subject to a degree of interest rate risk, this risk is not considered to be material relative to our overall investment income position.



If interest rates rise over the remaining term of the senior secured term loan, we would
realize increased annual interest expense of approximately $1.2 million for each 50 basis point increase in rates. If interest rates decline over the remaining term of the senior secured term loan, we would realize decreased annual interest expense
of approximately $1.2 million for each 50 basis point decrease in rates.



ITEM 4. CONTROLS AND PROCEDURES



Evaluation of
Controls and Procedures.



The Chief Executive Officer and the Chief
Financial Officer of SunCom (its principal executive officer and principal financial officer, respectively), as well as the Controller have concluded, based on their evaluation as of June 30, 2005, that SunComs disclosure controls and
procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are effective to ensure that information required to be disclosed by SunCom in the reports filed or submitted by it under the Securities
Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commissions rules and forms and include controls and procedures designed to ensure that
information required to be disclosed by SunCom in such reports is accumulated and communicated to the Companys management, including the Chief Executive Officer, Chief Financial Officer and the Controller, as appropriate to allow timely
decisions regarding required disclosure.



Changes in Internal Controls.



In December 2004, we completed an exchange transaction with Cingular
Wireless and AT&T Wireless that resulted in SunCom receiving certain AT&T Wireless network assets and customers in North Carolina, Puerto Rico and the U.S. Virgin Islands. In conjunction with the closing of the exchange transaction, we
entered into a transition services agreement with Cingular Wireless. As part of the transition services agreement, Cingular Wireless provides us with certain financial information on a monthly basis, and we utilize that information to record the
financial activity of the acquired network assets and customers. We reconcile the financial information received to supporting schedules and records provided by Cingular Wireless but we rely on the veracity and completeness of the information and
records provided by Cingular Wireless. We expect that the transition will be completed during the third quarter of 2005. As the transition of acquired customers and network assets continues over the next few months, we will review all processes and
internal controls surrounding the recording of financial activity related to the transitioned assets. There were no changes to our internal controls over financial reporting related to our previously existing business that occurred during the six
months ended June 30, 2005 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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PART II



ITEM 1. LEGAL PROCEEDINGS



None.



ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS



None.



ITEM 3. DEFAULTS UPON SENIOR SECURITIES



None.



ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS



None.



ITEM 5. OTHER INFORMATION



None.



ITEM 6. EXHIBITS



|              |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3.1           |  | Certificate of Incorporation of Triton PCS, Inc. (incorporated by reference to Exhibit 3.1 to the Form S-4/A, Amendment No. 1, Registration Statement of Triton PCS, Inc., File No.
333-57715).                                                                                                                                                                                                                                                                                                                                 
|              | 
|3.2           |  | Amendments to Certificate of Incorporation of Triton PCS, Inc. changing the corporate name to SunCom Wireless, Inc. (incorporated by reference to Exhibit 3.2 to the Form 10-K of SunCom
Wireless, Inc. for the year ended December 31, 2004).                                                                                                                                                                                                                                                                                  
|              | 
|3.3           |  | Bylaws of Triton PCS, Inc. (incorporated by reference to Exhibit 3.2 to the Form S-4/A Registration Statement, Amendment No. 1, of Triton PCS, Inc., File No. 333-57715).                                                                                                                                                                                                                                                                                                                                                       
|              | 
|4.1           |  | Indenture, dated as of January 19, 2001, among Triton PCS, Inc., the Guarantors party thereto and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.5 to Amendment No. 2
to the Form S-3 Registration Statement of Triton PCS Holdings, Inc., File No. 333-49974).                                                                                                                                                                                                                                       
|              | 
|4.2           |  | Supplemental Indenture, dated as of November 18, 2004, by and among Triton PCS, Inc., Affiliate License Co., L.L.C. and The Bank of New York, to the Indenture, dated as of January 19, 2001,
among Triton PCS, Inc., the Guarantors party thereto and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.3 to the Form 10-K of Triton PCS Holdings, Inc. for the year ended December 31, 2004).                                                                                                          
|              | 
|4.3           |  | Supplemental Indenture, dated as of January 27, 2005, by and among Triton PCS, Inc., AWS Network Newco, LLC, SunCom Wireless International, LLC, SunCom Wireless Puerto Rico Operating Company,
LLC, Triton Network Newco, LLC and The Bank of New York to the Indenture, dated as of January 19, 2001, among Triton PCS, Inc., the Guarantors party thereto and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.4 to the Form
10-K of Triton PCS Holdings, Inc. for the year ended December 31, 2004).
|              | 
|4.4           |  | Indenture, dated as of November 14, 2001, among Triton PCS, Inc., the Guarantors thereto and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K/A of
Triton PCS Holdings, Inc. filed November 15, 2001).                                                                                                                                                                                                                                                                                
|              | 
|4.5           |  | Supplemental Indenture, dated as of November 18, 2004, by and among Triton PCS, Inc., Affiliate License Co., L.L.C. and The Bank of New York to the Indenture, dated as of November 14, 2001,
among Triton PCS, Inc., the Guarantors thereto and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.6 to the Form 10-K of Triton PCS Holdings, Inc. for the year ended December 31, 2004).                                                                                                                
|              | 
|4.6           |  | Supplemental Indenture, dated as of January 27, 2005, by and among Triton PCS, Inc., AWS Network Newco, LLC, SunCom Wireless International, LLC, SunCom Wireless Puerto Rico Operating Company,
LLC, Triton Network Newco, LLC and The Bank of New York to the Indenture, dated as of November 14, 2001, among Triton PCS, Inc., the Guarantors thereto and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.7 to the Form 10-K
of Triton PCS Holdings, Inc. for the year ended December 31, 2004).     

|
|



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|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|4.7  |  | Indenture, dated as of June 13, 2003, among Triton PCS, Inc., the Guarantors thereto and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K/A of Triton
PCS Holdings, Inc. filed June 16, 2003).                                                                                                                                                                                                                                                                                 
|     | 
|4.8  |  | Supplemental Indenture, dated as of November 18, 2004, by and among Triton PCS, Inc., Affiliate License Co., L.L.C. and The Bank of New York, to the Indenture, dated as of June 13, 2003,
among Triton PCS, Inc., the Guarantors thereto and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.9 to the Form 10-K of Triton PCS Holdings, Inc. for the year ended December 31, 2004).                                                                                                            
|     | 
|4.9  |  | Supplemental Indenture, dated as of January 27, 2005, by and among Triton PCS, Inc., AWS Network Newco, LLC, SunCom Wireless International, LLC, SunCom Wireless Puerto Rico Operating Company,
LLC, Triton Network Newco, LLC and The Bank of New York, to the Indenture, dated as of June 13, 2003, among Triton PCS, Inc., the Guarantors thereto and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.10 to the Form 10-K of
Triton PCS Holdings, Inc. for the year ended December 31, 2004).
|     | 
|10.1 |  | Term Loan Agreement, dated as of November 18, 2004, among Triton PCS, Inc., the lenders party thereto, Lehman Commercial Paper Inc., as Administrative Agent, and Merrill Lynch, Pierce, Fenner
& Smith Incorporated, as Syndication Agent (incorporated by reference to Exhibit 10.1 to the Form 8-K of Triton PCS, Inc. filed November 23, 2004).                                                                                                                                                                      
|     | 
|10.2 |  | Pledge Agreement, dated as of November 18, 2004, among Triton PCS, Inc., each Subsidiary of the Borrower party thereto, SunCom Wireless Investment Company LLC and Lehman Commercial Paper
Inc., as Collateral Agent for the Secured Parties (incorporated by reference to Exhibit 10.2 to the Form 8-K of Triton PCS Holdings, Inc. filed November 23, 2004).                                                                                                                                                           
|     | 
|10.3 |  | Security Agreement, dated as of November 18, 2004, among Triton PCS, Inc., each Subsidiary of the Borrower party thereto and Lehman Commercial Paper Inc., as Collateral Agent for the Secured
Parties (incorporated by reference to Exhibit 10.3 to the Form 8-K of Triton PCS Holdings, Inc. filed November 23, 2004).                                                                                                                                                                                                 
|     | 
|10.4 |  | Guarantee Agreement, dated as of November 18, 2004, among each Subsidiary of Triton PCS, Inc. party thereto and Lehman Commercial Paper Inc., as Collateral Agent for the Secured Parties
(incorporated by reference to Exhibit 10.4 to the Form 8-K of Triton PCS, Inc. filed November 23, 2004).                                                                                                                                                                                                                       
|     | 
|10.5 |  | Indemnity, Subrogation and Contribution Agreement, dated as of November 18, 2004, among Triton PCS, Inc., each Subsidiary of the Borrower party thereto and Lehman Commercial Paper Inc., as
Collateral Agent for the Secured Parties (incorporated by reference to Exhibit 10.5 to the Form 8-K of Triton PCS Holdings, Inc. filed November 23, 2004).                                                                                                                                                                  
|     | 
|31.1 |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                                                                                                                                                                               
|     | 
|31.2 |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                                                                                                                                                                               
|     | 
|31.3 |  | Certification of Controller pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                                                                                                                                                                                            
|     | 
|32.1 |  | Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                                                                                                                                                                               
|     | 
|32.2 |  | Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended.                                                                                                                                                                                                                                                                                                                                                                                               



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SIGNATURES



Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this amended report to be signed on its behalf by the
undersigned thereunto duly authorized.



|                      |  |                       |  |                                                     
|--------------------- |  | --------------------- |  | ----------------------------------------------------
|                      |  | SUNCOM WIRELESS, INC.
|                      |  |                      
|Date: August 15, 2005 |  | By                    |  | /s/ Michael E. Kalogris                             
|                      |  |                       |  | Michael E. Kalogris                                 
|                      |  |                       |  | Chief Executive Officer                             
|                      |  |                       |  | (principal executive officer)                       
|                      |  |                      
|Date: August 15, 2005 |  | By:                   |  | /s/ David D. Clark                                  
|                      |  |                       |  | David D. Clark                                      
|                      |  |                       |  | Executive Vice President and Chief Financial Officer
|                      |  |                       |  | (principal financial officer)