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UNITED STATES 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, 2007

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 of incorporation or organization) |  | (I.R.S. employer identification 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 a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2
of the Exchange Act.

Large accelerated filer ̈Accelerated filer ̈Non-accelerated
filer  x

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

As of July 31, 2007, 100 shares of the registrants common stock, par value $0.01 per share, 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 June 30, 2007 and December 31, 2006                              |  | 3       
|        |  | Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2007 and 2006 |  | 4       
|        |  | Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2007 and 2006           |  | 5       
|        |  | Notes to Consolidated Financial Statements                                                      |  | 6       
|        |  |                                                                                                
|Item 2  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations           |  | 20      
|Item 3  |  | Quantitative and Qualitative Disclosures About Market Risk                                      |  | 34      
|Item 4  |  | Controls and Procedures                                                                         |  | 34      
|        |  |                                                                                                
|        |  | PART II. Other Information                                                                      |  |         
|        |  |                                                                                                
|Item 1  |  | Legal Proceedings                                                                               |  | 35      
|Item 1A |  | Risk Factors                                                                                    |  | 35      
|Item 2  |  | Unregistered Sales of Equity Securities and Use of Proceeds                                     |  | 36      
|Item 3  |  | Defaults Upon Senior Securities                                                                 |  | 36      
|Item 4  |  | Submission of Matters to a Vote of Security Holders                                             |  | 36      
|Item 5  |  | Other Information                                                                               |  | 36      
|Item 6  |  | Exhibits                                                                                        |  | 36      



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)



|                                                                                                                                    |  |               |            |   |                  |   |            |  
|----------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | - | ---------------- | - | ---------- | -
|                                                                                                                                    |  | June 30, 2007 |            |   | December 31,2006 |  
|ASSETS:                                                                                                                             |  |               |            |   |                  |   |            |  
|Current assets:                                                                                                                     |  |               |            |   |                  |   |            |  
|Cash and cash equivalents                                                                                                           |  | $             | 54,221     |   |                  | $ | 36,926     |  
|Short-term investments                                                                                                              |  |               | 119,900    |   |                  |   | 154,600    |  
|Restricted cash and restricted short-term investments                                                                               |  |               | 1,711      |   |                  |   | 1,668      |  
|Accounts receivable, net of allowance for doubtful accounts of $8,741 and $8,895, respectively                                      |  |               | 94,235     |   |                  |   | 96,213     |  
|Accounts receivable  roaming partners                                                                                              |  |               | 17,493     |   |                  |   | 14,811     |  
|Due from related parties                                                                                                            |  |               | 420        |   |                  |   | 404        |  
|Inventory, net                                                                                                                      |  |               | 28,205     |   |                  |   | 27,441     |  
|Prepaid expenses                                                                                                                    |  |               | 22,480     |   |                  |   | 16,446     |  
|Assets held for sale                                                                                                                |  |               | 377        |   |                  |   | 11,446     |  
|Other current assets                                                                                                                |  |               | 6,647      |   |                  |   | 11,952     |  
|                                                                                                                                    |  |               |            |   |                  |   |            |  
|Total current assets                                                                                                                |  |               | 345,689    |   |                  |   | 371,907    |  
|                                                                                                                                    |  |              
|Long-term assets:                                                                                                                   |  |               |            |   |                  |   |            |  
|Property and equipment, net                                                                                                         |  |               | 453,198    |   |                  |   | 480,880    |  
|Intangible assets, net                                                                                                              |  |               | 777,794    |   |                  |   | 794,250    |  
|Other long-term assets                                                                                                              |  |               | 9,630      |   |                  |   | 4,419      |  
|                                                                                                                                    |  |               |            |   |                  |   |            |  
|Total assets                                                                                                                        |  | $             | 1,586,311  |   |                  | $ | 1,651,456  |  
|                                                                                                                                    |  |               |            |   |                  |   |            |  
|                                                                                                                                    |  |              
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                                                                                      |  |               |            |   |                  |   |            |  
|Current liabilities:                                                                                                                |  |               |            |   |                  |   |            |  
|Accounts payable                                                                                                                    |  | $             | 78,729     |   |                  | $ | 71,544     |  
|Accrued liabilities                                                                                                                 |  |               | 36,857     |   |                  |   | 71,700     |  
|Current portion of long-term debt                                                                                                   |  |               | 2,792      |   |                  |   | 2,810      |  
|Other current liabilities                                                                                                           |  |               | 26,994     |   |                  |   | 24,937     |  
|                                                                                                                                    |  |               |            |   |                  |   |            |  
|Total current liabilities                                                                                                           |  |               | 145,372    |   |                  |   | 170,991    |  
|                                                                                                                                    |  |              
|Long-term debt:                                                                                                                     |  |               |            |   |                  |   |            |  
|Capital lease obligations                                                                                                           |  |               | 389        |   |                  |   | 531        |  
|Senior secured term loan                                                                                                            |  |               | 241,250    |   |                  |   | 242,500    |  
|Senior notes                                                                                                                        |  |               | 714,977    |   |                  |   | 714,341    |  
|                                                                                                                                    |  |               |            |   |                  |   |            |  
|Senior long-term debt                                                                                                               |  |               | 956,616    |   |                  |   | 957,372    |  
|Subordinated notes                                                                                                                  |  |               | 12,205     |   |                  |   | 732,365    |  
|                                                                                                                                    |  |               |            |   |                  |   |            |  
|Total long-term debt                                                                                                                |  |               | 968,821    |   |                  |   | 1,689,737  |  
|                                                                                                                                    |  |              
|Deferred income taxes, net                                                                                                          |  |               | 149,377    |   |                  |   | 145,508    |  
|Deferred revenue                                                                                                                    |  |               | 1,520      |   |                  |   | 1,766      |  
|Deferred gain on sale of property and equipment                                                                                     |  |               | 57,866     |   |                  |   | 46,173     |  
|Other                                                                                                                               |  |               | 5,551      |   |                  |   | 2,468      |  
|                                                                                                                                    |  |               |            |   |                  |   |            |  
|Total liabilities                                                                                                                   |  |               | 1,328,507  |   |                  |   | 2,056,643  |  
|                                                                                                                                    |  |              
|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, 2007 and December 31, 2006 |  |               |           |   |                  |   |           |  
|Additional paid-in capital                                                                                                          |  |               | 1,470,385  |   |                  |   | 748,309    |  
|Accumulated deficit                                                                                                                 |  |               | (1,212,581 | ) |                  |   | (1,153,496 | )
|SunCom Wireless Holdings, Inc. Class A common stock held in trust                                                                   |  |               |           |   |                  |   | (173       | )
|Deferred compensation                                                                                                               |  |               |           |   |                  |   | 173        |  
|                                                                                                                                    |  |               |            |   |                  |   |            |  
|Total stockholders equity (deficit)                                                                                                |  |               | 257,804    |   |                  |   | (405,187   | )
|                                                                                                                                    |  |               |            |   |                  |   |            |  
|Total liabilities and stockholders equity (deficit)                                                                                |  | $             | 1,586,311  |   |                  | $ | 1,651,456  |  
|                                                                                                                                    |  |               |            |   |                  |   |            |  

See accompanying notes to financial statements.



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##### Table of Contents

SUNCOM WIRELESS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Dollars in thousands)

(Unaudited)



|                                                                                                                                                                                                                                                                                |  |                            |         |   |                           |   |          |      |  |   |         |   |  |   |          |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------------------------- | ------- | - | ------------------------- | - | -------- | ---- |  | - | ------- | - |  | - | -------- | -
|                                                                                                                                                                                                                                                                                |  | Three Months EndedJune 30, |         |   | Six Months Ended June 30, |  
|                                                                                                                                                                                                                                                                                |  | 2007                       |         |   | 2006                      |   |          | 2007 |  |   | 2006    |  
|Revenue:                                                                                                                                                                                                                                                                        |  |                            |         |   |                           |   |          |      |  |   |         |   |  |   |          |  
|Service                                                                                                                                                                                                                                                                         |  | $                          | 195,674 |   |                           | $ | 164,430  |      |  | $ | 382,109 |   |  | $ | 319,897  |  
|Roaming                                                                                                                                                                                                                                                                         |  |                            | 25,099  |   |                           |   | 19,519   |      |  |   | 47,101  |   |  |   | 40,985   |  
|Equipment                                                                                                                                                                                                                                                                       |  |                            | 21,681  |   |                           |   | 22,739   |      |  |   | 46,164  |   |  |   | 47,698   |  
|                                                                                                                                                                                                                                                                                |  |                            |         |   |                           |   |          |      |  |   |         |   |  |   |          |  
|Total revenue                                                                                                                                                                                                                                                                   |  |                            | 242,454 |   |                           |   | 206,688  |      |  |   | 475,374 |   |  |   | 408,580  |  
|                                                                                                                                                                                                                                                                                |  |                            |         |  
|Operating expenses:                                                                                                                                                                                                                                                             |  |                            |         |   |                           |   |          |      |  |   |         |   |  |   |          |  
|Cost of service (excluding the below amortization and excluding depreciation and asset disposal of $18,134 and $82,856 for the three months
ended June 30, 2007 and 2006, respectively, and $39,147 and $184,527 for the six months ended June 30, 2007 and 2006, respectively) |  |                            | 66,262  |   |                           |   | 66,717   |      |  |   | 129,194 |   |  |   | 134,665  |  
|Cost of equipment                                                                                                                                                                                                                                                               |  |                            | 34,792  |   |                           |   | 32,270   |      |  |   | 73,659  |   |  |   | 71,491   |  
|Selling, general and administrative (excluding depreciation and asset disposal of $2,801 and $1,675 for the three months ended June 30,
2007 and 2006, respectively, and $5,934 and $3,503 for the six months ended June 30, 2007 and 2006, respectively)                       |  |                            | 91,025  |   |                           |   | 83,133   |      |  |   | 179,450 |   |  |   | 171,727  |  
|Termination benefits and other related charges                                                                                                                                                                                                                                  |  |                            |        |   |                           |   | 658      |      |  |   |        |   |  |   | 1,556    |  
|Depreciation and asset disposal                                                                                                                                                                                                                                                 |  |                            | 20,935  |   |                           |   | 84,531   |      |  |   | 45,081  |   |  |   | 188,030  |  
|Amortization                                                                                                                                                                                                                                                                    |  |                            | 7,243   |   |                           |   | 10,689   |      |  |   | 15,077  |   |  |   | 22,193   |  
|                                                                                                                                                                                                                                                                                |  |                            |         |   |                           |   |          |      |  |   |         |   |  |   |          |  
|Total operating expenses                                                                                                                                                                                                                                                        |  |                            | 220,257 |   |                           |   | 277,998  |      |  |   | 442,461 |   |  |   | 589,662  |  
|                                                                                                                                                                                                                                                                                |  |                            |         |   |                           |   |          |      |  |   |         |   |  |   |          |  
|Income (loss) from operations                                                                                                                                                                                                                                                   |  |                            | 22,197  |   |                           |   | (71,310  | )    |  |   | 32,913  |   |  |   | (181,082 | )
|Interest expense                                                                                                                                                                                                                                                                |  |                            | (37,170 | ) |                           |   | (38,167  | )    |  |   | (75,504 | ) |  |   | (75,909  | )
|Interest and other income                                                                                                                                                                                                                                                       |  |                            | 2,325   |   |                           |   | 2,740    |      |  |   | 4,685   |   |  |   | 4,280    |  
|Loss on debt-for-equity exchange                                                                                                                                                                                                                                                |  |                            | (14,160 | ) |                           |   |         |      |  |   | (14,160 | ) |  |   |         |  
|                                                                                                                                                                                                                                                                                |  |                            |         |   |                           |   |          |      |  |   |         |   |  |   |          |  
|Loss before taxes                                                                                                                                                                                                                                                               |  |                            | (26,808 | ) |                           |   | (106,737 | )    |  |   | (52,066 | ) |  |   | (252,711 | )
|Income tax provision                                                                                                                                                                                                                                                            |  |                            | (3,817  | ) |                           |   | (3,858   | )    |  |   | (6,608  | ) |  |   | (7,209   | )
|                                                                                                                                                                                                                                                                                |  |                            |         |   |                           |   |          |      |  |   |         |   |  |   |          |  
|Net loss                                                                                                                                                                                                                                                                        |  | $                          | (30,625 | ) |                           | $ | (110,595 | )    |  | $ | (58,674 | ) |  | $ | (259,920 | )
|                                                                                                                                                                                                                                                                                |  |                            |         |   |                           |   |          |      |  |   |         |   |  |   |          |  

See accompanying notes to financial statements.



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SUNCOM WIRELESS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Dollars in thousands)

(Unaudited)



|                                                                                                              |  |                          |          |   |      |   |          |  
|------------------------------------------------------------------------------------------------------------- |  | ------------------------ | -------- | - | ---- | - | -------- | -
|                                                                                                              |  | Six Months EndedJune 30, |         
|                                                                                                              |  | 2007                     |          |   | 2006 |  
|Cash flows from operating activities:                                                                         |  |                          |          |   |      |   |          |  
|Net loss                                                                                                      |  | $                        | (58,674  | ) |      | $ | (259,920 | )
|Adjustments to reconcile net loss to net cash used in operating activities, net of effects from divestitures: |  |                          |          |   |      |   |          |  
|Depreciation, asset disposal and amortization                                                                 |  |                          | 60,158   |   |      |   | 210,223  |  
|Deferred income taxes                                                                                         |  |                          | 6,489    |   |      |   | 7,171    |  
|Accretion of interest                                                                                         |  |                          | 2,069    |   |      |   | 2,215    |  
|Bad debt expense                                                                                              |  |                          | 14,100   |   |      |   | 10,065   |  
|Non-cash compensation                                                                                         |  |                          | 1,099    |   |      |   | 3,021    |  
|Loss on debt-for-equity exchange                                                                              |  |                          | 14,160   |   |      |   |         |  
|                                                                                                              |  |                         
|Change in operating assets and liabilities:                                                                   |  |                          |          |   |      |   |          |  
|Accounts receivable                                                                                           |  |                          | (16,991  | ) |      |   | (10,707  | )
|Inventory                                                                                                     |  |                          | (764     | ) |      |   | 7,561    |  
|Prepaid expenses and other current assets                                                                     |  |                          | (6,912   | ) |      |   | (6,273   | )
|Intangible and other assets                                                                                   |  |                          | (4,087   | ) |      |   | (807     | )
|Accounts payable                                                                                              |  |                          | 4,870    |   |      |   | (1,397   | )
|Accrued payroll and liabilities                                                                               |  |                          | (7,014   | ) |      |   | (7,051   | )
|Deferred revenue                                                                                              |  |                          | 661      |   |      |   | 2,829    |  
|Accrued interest                                                                                              |  |                          | (17,814  | ) |      |   | (46      | )
|Other liabilities                                                                                             |  |                          | (536     | ) |      |   | (2,421   | )
|                                                                                                              |  |                          |          |   |      |   |          |  
|Net cash used in operating activities                                                                         |  |                          | (9,186   | ) |      |   | (45,537  | )
|                                                                                                              |  |                         
|Cash flows from investing activities:                                                                         |  |                          |          |   |      |   |          |  
|Purchase of available for sale securities                                                                     |  |                          | (330,550 | ) |      |   | (314,600 | )
|Proceeds from sale of available for sale securities                                                           |  |                          | 365,250  |   |      |   | 421,150  |  
|Proceeds from sale of assets                                                                                  |  |                          | 27,530   |   |      |   | 1,590    |  
|Payment of direct costs on business transactions                                                              |  |                          | (451     | ) |      |   | (54      | )
|Capital expenditures                                                                                          |  |                          | (16,347  | ) |      |   | (42,173  | )
|Other                                                                                                         |  |                          |         |   |      |   | (37      | )
|                                                                                                              |  |                          |          |   |      |   |          |  
|Net cash provided by investing activities                                                                     |  |                          | 45,432   |   |      |   | 65,876   |  
|                                                                                                              |  |                         
|Cash flows from financing activities:                                                                         |  |                          |          |   |      |   |          |  
|Payments under senior secured term loan                                                                       |  |                          | (1,250   | ) |      |   | (1,250   | )
|Change in bank overdraft                                                                                      |  |                          | (9,474   | ) |      |   | (6,270   | )
|Principal payments under capital lease obligations                                                            |  |                          | (160     | ) |      |   | (151     | )
|Payment of direct costs on debt-for-equity exchange                                                           |  |                          | (8,051   | ) |      |   | (2,886   | )
|Capital contribution                                                                                          |  |                          |         |   |      |   | 50       |  
|Advances to related party                                                                                     |  |                          | (16      | ) |      |   | (517     | )
|                                                                                                              |  |                          |          |   |      |   |          |  
|Net cash used in financing activities                                                                         |  |                          | (18,951  | ) |      |   | (11,024  | )
|Net increase in cash and cash equivalents                                                                     |  |                          | 17,295   |   |      |   | 9,315    |  
|Cash and cash equivalents, beginning of period                                                                |  |                          | 36,926   |   |      |   | 15,800   |  
|                                                                                                              |  |                          |          |   |      |   |          |  
|Cash and cash equivalents, end of period                                                                      |  | $                        | 54,221   |   |      | $ | 25,115   |  
|                                                                                                              |  |                          |          |   |      |   |          |  
|                                                                                                              |  |                         
|Non-cash investing and financing activities                                                                   |  |                          |          |   |      |   |          |  
|Capital contribution from SunCom Investment Company                                                           |  |                          | 720,977  |   |      | $ | 188,950  |  
|Repayments from SunCom Investment Company                                                                     |  |                          |         |   |      |   | 5,400    |  
|Change in capital expenditures included in accounts payable                                                   |  |                          | 2,661    |   |      |   | (1,284   | )
|Change in direct transaction costs included in accrued expenses                                               |  |                          | (517     | ) |      |   |         |  
|Carrying value of debt retired in the debt-for-equity exchange                                                |  |                          | (720,977 | ) |      |   |         |  
|Write-off of deferred financing costs in connection with the debt-for- equity exchange                        |  |                          | 896      |   |      |   |         |  

See accompanying notes to financial statements.



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SUNCOM WIRELESS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2007



| | 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
state fairly, in summarized form, the financial position and the results of operations of SunCom Wireless, Inc. (SunCom). SunCom and its wholly-owned subsidiaries are collectively referred to as the Company. The results of
operations for the three and six months ended June 30, 2007 may not be indicative of the results that may be expected for the year ending December 31, 2007. The financial information presented herein should be read in conjunction with the
audited consolidated financial statements for the year ended December 31, 2006, 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.
(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 SunCom Wireless 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 8 1/2% senior notes due 2013 (the 8 1/2% Notes), as well as its remaining outstanding 9 3/8% senior
subordinated notes due 2011 (the 9 3/8% Notes) and 8 3/4% senior subordinated notes due 2011 (the 8 3/4% Notes). The 8 1/2% Notes are effectively subordinated in right of payment to all of SunComs senior secured debt,
including its senior secured term loan (the Term Loan). The 9 3/8% Notes and the 8 3/4% 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 8 1/2% Notes and the Term Loan.

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.



| | 2. | Debt-for-Equity Exchange
| | -- | ------------------------

The construction of the
Companys network and the marketing and distribution of wireless communications products and services have required, and will continue to require, substantial capital. Capital outlays have included license acquisition costs, capital
expenditures for network construction, funding of operating cash flow losses and other working capital costs, debt service and financing fees and expenses. The Company will have additional capital requirements, which could be substantial, for future
upgrades and advances in new technology.

Therefore, on January 31, 2007,
Holdings, SunCom and SunCom Investment Company and certain holders of the 93/8% Notes and 83/4% Notes (collectively, the SunCom Wireless Subordinated Notes), entered into an Exchange Agreement,
which was amended on May 15, 2007. Pursuant to the amended Exchange Agreement, on May 15, 2007, the holders of the SunCom Wireless Subordinated Notes that were parties thereto exchanged $731.6 million principal amount of their outstanding
SunCom Wireless Subordinated Notes for an aggregate of approximately 52.0 million shares of Holdings Class A common stock. The 52.0 million shares reflect a 1-for-10 reverse stock split that was effected immediately prior to the
exchange pursuant to the merger described below. As a result of the exchange, the holders of the outstanding SunCom Wireless Subordinated Notes participating in the exchange received in the aggregate (in respect of their SunCom Wireless Subordinated
Notes tendered in the exchange) approximately 87.9% of Holdings outstanding Class A common stock on a fully-diluted basis. Following the exchange, the existing holders of Holdings Class A common stock owned approximately 12.1%
of Holdings Class A common stock on a fully-diluted basis.

In connection with the Exchange Agreement, the holders
of the SunCom Wireless Subordinated Notes agreed to exit consents that removed, effective as of the closing of the exchange, substantially all of the restrictive covenants and certain of the events of default from the indentures
governing the SunCom Wireless Subordinated Notes.

The Exchange Agreement contained covenants, which called for the board of directors of
Holdings to be reconstituted immediately following the closing of the exchange, to include Michael Kalogris and Scott Anderson, both current directors of Holdings, as well as eight new directors who have been designated by various of the holders of
the SunCom Wireless Subordinated Notes that were parties to the Exchange Agreement. Also pursuant to the Exchange Agreement, Holdings agreed to pursue strategic alternatives, including the potential sale of substantially all of its business.

Also on January 31, 2007, concurrent with the execution of the Exchange Agreement, Holdings entered into an Agreement and Plan of
Merger with SunCom Merger Corp., a Delaware corporation and direct wholly-owned subsidiary of Holdings formed for the



6



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##### Table of Contents

SUNCOM WIRELESS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



purpose of entering into the merger agreement (Merger Sub). On May 15, 2007, pursuant to the merger agreement, Merger Sub merged with and
into Holdings, with Holdings continuing as the surviving corporation in the merger. In the merger, each issued and outstanding share of Class A common stock of Holdings was converted into 0.1 share of Class A common stock of Holdings, as
the surviving corporation in the merger. Each issued and outstanding share of common stock of Merger Sub was cancelled in the exchange for no consideration. The merger was consummated prior to the consummation of the transactions contemplated by the
Exchange Agreement. The merger was effected, among other reasons, to implement a 1-for-10 reverse stock split and to ensure that Holdings had sufficient authorized shares of Class A common stock to complete the exchange.

As a result of the debt-for-equity transaction, the Company recorded a loss of $14.2 million for the three and six months ended June 30, 2007,
resulting from the write-off of $0.9 million of unamortized debt issuance costs and $13.3 million of transaction costs related to the exchange.

Subsequent to the debt-for-equity transaction, SunCom Investment Company held the SunCom Wireless Subordinated Notes from May 15, 2007 through June 25, 2007. During this period, $7.5 million of interest expense accrued on these
notes and was paid from SunCom to SunCom Investment Company. On June 25, 2007, SunCom Investment Company contributed the SunCom Wireless Subordinated Notes it held, with a carrying value of $721.0 million, to SunCom. SunCom immediately retired
these notes and recorded the contribution as an increase to its additional paid-in capital balance.



| | 3. | New Accounting Pronouncements
| | -- | -----------------------------

In September 2006,
the Financial Accounting Standard Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 157, Fair Value Measurements, which is effective for fiscal years beginning after November 15,
2007. The statement was issued to define fair value, establish a framework for measuring fair value, and expand disclosures about fair value measurements. The Company is currently assessing the effect, if any, this statement will have on its
financial statements or its results of operations.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for
Financial Assets and Financial Liabilities, including an amendment of FASB Statement No. 115. This statement permits entities to choose to measure many financial instruments and certain other items at fair value that are not currently
required to be measured at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. This statement does not affect any existing accounting literature that requires certain assets and
liabilities to be carried at fair value. This statement is effective for fiscal years beginning after November 15, 2007. The Company does not expect this statement to have a material effect on its financial statements or its results of
operations.



| | 4. | Stock-Based Compensation
| | -- | ------------------------

Holdings grants
restricted stock under its Amended and Restated Stock and Incentive Plan and its Directors Stock and Incentive Plan to provide incentives to key employees and non-management directors and to further align the interests of such individuals with
those of its stockholders. Grants of restricted stock generally are made annually under these stock and incentive plans, and the grants generally vest over a four-year period.

The Company measures the fair value of restricted stock awards based upon the market price of Holdings Class A common stock as of the date of
grant, and these grants are amortized over their applicable vesting period using the straight-line method. In accordance with SFAS No. 123(R) Share-Based Payment, the Company has estimated that its forfeiture rate is 3% based on
historical experience. The Companys net loss for the three months ended June 30, 2007 and 2006 included approximately $0.5 million and $0.8 million, respectively, of stock-based compensation expense, and the Companys net loss for
the six months ended June 30, 2007 and 2006 included approximately $1.1 million and $3.0 million, respectively, of stock-based compensation expense. The following table summarizes the allocation of this compensation expense.



|                                            |  |                             |     |                           |   |      |  |      |       |  |   |      
|------------------------------------------- |  | --------------------------- | --- | ------------------------- | - | ---- |  | ---- | ----- |  | - | -----
|                                            |  | Three months ended June 30, |     | Six months ended June 30,
|                                            |  | 2007                        |     | 2006                      |   | 2007 |  | 2006
|                                            |  | (Dollars in thousands)     
|Cost of service                             |  | $                           | 32  |                           | $ | 91   |  | $    | 88    |  | $ | 239  
|Selling, general and administrative expense |  |                             | 503 |                           |   | 734  |  |      | 1,011 |  |   | 2,782
|                                            |  |                             |     |                           |   |      |  |      |       |  |   |      
|Total stock-based compensation expense      |  | $                           | 535 |                           | $ | 825  |  | $    | 1,099 |  | $ | 3,021
|                                            |  |                             |     |                           |   |      |  |      |       |  |   |      



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SUNCOM WIRELESS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



The following activity occurred under Holdings restricted stock plans for the six months ended June 30, 2007:



|                                      |  |         |   |  |                                        |      
|------------------------------------- |  | ------- | - |  | -------------------------------------- | -----
|                                      |  | Shares  |   |  | Weighted Average Grant-Date Fair Value
|Unvested balance at December 31, 2006 |  | 230,213 |   |  | $                                      | 23.12
|Granted                               |  | 77,938  |   |  |                                        | 17.15
|Vested                                |  | (79,289 | ) |  |                                        | 30.74
|Forfeited                             |  | (2,268  | ) |  |                                        | 21.27
|                                      |  |         |   |  |                                        |      
|Unvested balance at June 30, 2007     |  | 226,594 |   |  | $                                      | 18.42

As of June 30, 2007, there was approximately $3.1 million of total unrecognized compensation
costs related to Holdings stock plans. These costs are expected to be recognized over a weighted average period of 2.5 years. In addition, an aggregate of 94,697 shares were authorized for future grants under Holdings stock plans as of
June 30, 2007.

During the six months ended June 30, 2007 and 2006, the following activity occurred under Holdings stock
plans:



|                                                 |  |                           |        |      |   |       
|------------------------------------------------ |  | ------------------------- | ------ | ---- | - | ------
|                                                 |  | Six months ended June 30,
|                                                 |  | 2007                      |        | 2006
|Stock awards granted (shares)                    |  |                           | 77,938 |      |   | 99,857
|Weighted average grant-date fair value           |  | $                         | 17.15  |      | $ | 14.98 
|                                                 |  |                          
|Total fair value of shares vested (in thousands) |  | $                         | 2,438  |      | $ | 3,493 



| | 5. | Restricted Cash and Restricted Short-term Investments
| | -- | -----------------------------------------------------

Restricted cash and restricted short-term investments represent deposits that are pledged as collateral for the Companys surety bonds on its cell site leases. As of June 30, 2007, the Company had total restricted cash and
short-term investments of $1.7 million.



| | 6. | Property and Equipment
| | -- | ----------------------

The
following table summarizes the Companys property and equipment as of June 30, 2007 and December 31, 2006, respectively.



|                                           |  |                        |          |   |              |   |          |  
|------------------------------------------ |  | ---------------------- | -------- | - | ------------ | - | -------- | -
|                                           |  | June 30,               |          |   | December 31, |  
|                                           |  | 2007                   |          |   | 2006         |  
|                                           |  | (Dollars in thousands) |         
|Property and equipment:                    |  |                        |          |   |              |   |          |  
|Land                                       |  | $                      | 313      |   |              | $ | 313      |  
|Network infrastructure and equipment       |  |                        | 803,508  |   |              |   | 792,356  |  
|Furniture, fixtures and computer equipment |  |                        | 115,999  |   |              |   | 111,852  |  
|Capital lease assets                       |  |                        | 1,424    |   |              |   | 1,424    |  
|Construction in progress                   |  |                        | 14,841   |   |              |   | 16,839   |  
|                                           |  |                        |          |   |              |   |          |  
|                                           |  |                        | 936,085  |   |              |   | 922,784  |  
|Less accumulated depreciation              |  |                        | (482,887 | ) |              |   | (441,904 | )
|                                           |  |                        |          |   |              |   |          |  
|Property and equipment, net                |  | $                      | 453,198  |   |              | $ | 480,880  |  
|                                           |  |                        |          |   |              |   |          |  



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SUNCOM WIRELESS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| | 7. | Detail of Certain Liabilities
| | -- | -----------------------------

The following table summarizes
certain current liabilities as of June 30, 2007 and December 31, 2006, respectively:



|                                                |  |                        |        |              |   |       
|----------------------------------------------- |  | ---------------------- | ------ | ------------ | - | ------
|                                                |  | June 30,               |        | December 31,
|                                                |  | 2007                   |        | 2006        
|                                                |  | (Dollars in thousands)
|Accrued liabilities:                            |  |                        |        |              |   |       
|Bank overdraft liability                        |  | $                      | 5,267  |              | $ | 14,741
|Accrued payroll and related expenses            |  |                        | 14,680 |              |   | 20,255
|Accrued expenses                                |  |                        | 11,516 |              |   | 13,496
|Accrued interest                                |  |                        | 5,394  |              |   | 23,208
|                                                |  |                        |        |              |   |       
|Total accrued liabilities                       |  | $                      | 36,857 |              | $ | 71,700
|                                                |  |                        |        |              |   |       
|                                                |  |                       
|Other current liabilities:                      |  |                        |        |              |   |       
|Deferred revenue                                |  | $                      | 18,545 |              | $ | 17,638
|Deferred gain on sale of property and equipment |  |                        | 2,745  |              |   | 2,205 
|Security deposits                               |  |                        | 5,704  |              |   | 5,094 
|                                                |  |                        |        |              |   |       
|Total other current liabilities                 |  | $                      | 26,994 |              | $ | 24,937
|                                                |  |                        |        |              |   |       



| | 8. | Long-Term Debt
| | -- | --------------

The following table summarizes the Companys
indebtedness as of June 30, 2007 and December 31, 2006, respectively:



|                                             |  |                        |         |              |   |          
|-------------------------------------------- |  | ---------------------- | ------- | ------------ | - | ---------
|                                             |  | June 30,               |         | December 31,
|                                             |  | 2007                   |         | 2006        
|                                             |  | (Dollars in thousands)
|Current portion of long-term debt:           |  |                        |         |              |   |          
|Current portion of capital lease obligations |  | $                      | 292     |              | $ | 310      
|Current portion of senior secured term loan  |  |                        | 2,500   |              |   | 2,500    
|                                             |  |                        |         |              |   |          
|Total current portion of long-term debt      |  |                        | 2,792   |              |   | 2,810    
|                                             |  |                       
|Long-term debt:                              |  |                        |         |              |   |          
|Capital lease obligations                    |  | $                      | 389     |              | $ | 531      
|Senior secured term loan                     |  |                        | 241,250 |              |   | 242,500  
|8 1/2% senior notes                          |  |                        | 714,977 |              |   | 714,341  
|9 3/8% senior subordinated notes             |  |                        | 5,397   |              |   | 340,735  
|8 3/4% senior subordinated notes             |  |                        | 6,808   |              |   | 391,630  
|                                             |  |                        |         |              |   |          
|Total long-term debt                         |  |                        | 968,821 |              |   | 1,689,737
|Total debt                                   |  | $                      | 971,613 |              | $ | 1,692,547
|                                             |  |                        |         |              |   |          



| | 9. | Athens Sale
| | -- | -----------

In August 2006, the Company entered
into a definitive agreement to sell to Cingular Wireless substantially all of the assets of its wireless communications network and FCC licenses relating to its Athens, Georgia market. The closing of the sale was substantially completed on
January 31, 2007. The carrying values of the network and related assets and FCC licenses sold as part of this agreement were $2.1 million and $8.9 million, respectively, and total proceeds for the fair value of the assets sold was
approximately $10.9 million. After deducting $0.3 million of transaction costs, the loss on the Athens sale was approximately $0.4 million. This loss is included within depreciation and asset disposal expense on the consolidated statement of
operations for the six months ended June 30, 2007.

Pending the successful assignment of six cell sites related to the Athens sale,
Cingular Wireless will pay the Company an additional $0.9 million, and the related assets, which have a carrying value of approximately $0.4 million, will be transferred to Cingular Wireless. This final part of the transaction is expected to be
completed during the third quarter of 2007 (see Note 15 Subsequent Events). In accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets, these pending assets have been classified in
assets held for sale on the consolidated balance sheet as of June 30, 2007.



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##### Table of Contents

SUNCOM WIRELESS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| | 10. | Tower Sale
| | --- | ----------

On November 13, 2006, the Company
agreed to sell 69 wireless communications towers located in its continental United States business segment to SBA Towers II LLC (SBA) for approximately $17.0 million, reflecting a price of approximately $0.3 million per tower. The
closing of 63 of the 69 towers occurred during the first six months of 2007, and the remaining six sites are not expected to be sold to SBA.

In connection with the sale of the towers, the Company has entered into site lease agreements with SBA, under which it will pay SBA monthly rent for the continued use of space that the Company occupied on the towers prior to their sale. The
leases have an initial term of 10 years, and the monthly rental amount is subject to certain escalation clauses over the life of the lease. The Company is required to prepay the first four years rent under each site agreement at each
closing, which aggregated to approximately $5.2 million during the first six months of 2007.

The Company accounted for this sale-leaseback
transaction in accordance with SFAS No. 98 Accounting for Leases and SFAS No. 28 Accounting for Sales with Leasebacks. The proceeds for the sale of the 63 towers were approximately $15.5 million and the carrying
value of the towers was approximately $1.7 million. After deducting $0.4 million of selling costs, the gain on the sale of the towers was approximately $13.4 million, all of which was deferred and will be recognized over the remaining operating
lease terms of the towers that have been leased back to the Company.



| | 11. | Recently Adopted Accounting Pronouncements
| | --- | ------------------------------------------

The
Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (FIN 48), on January 1, 2007. As a result of the implementation of FIN 48, the Company recognized a $2.9
million alternative minimum income tax liability and interest expense for unrecognized tax benefits, of which $2.5 million was recorded as a deferred tax asset and the remaining $0.4 million was accounted for as an adjustment to the beginning
balance of retained earnings on the consolidated balance sheet. As of the date of adoption and after the impact of recognizing the increase in liabilities noted above, the Companys unrecognized tax benefits totaled $2.9 million, the
disallowance of which would not affect the annual effective income tax rate. The Company does not expect the unrecognized tax benefit to change significantly during the next twelve months.

The Company is subject to U.S. federal income tax as well as income tax of multiple state and foreign jurisdictions. The Company is subject to U.S.
federal income tax and certain state and local income tax examination for all years since 1997. The Company is subject to foreign income tax examination for all years since 2004.

The Companys continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. During the six
months ended June 30, 2007, the Company recognized approximately $0.1 million in potential interest associated with uncertain tax positions, which increased the Companys unrecognized tax benefit to $3.0 million as of June 30, 2007.
Accrued interest and penalties were $0.4 million and $0.5 million as of January 1, 2007 and June 30, 2007, respectively. To the extent interest is not assessed with respect to uncertain tax positions, amounts accrued will be reduced and
reflected as a reduction of the overall income tax provision.

In June 2006, the FASB ratified the Emerging Issues Task Force issue 06-3,
How Taxes Collected From Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (Gross Versus Net Presentation) (EITF 06-3). EITF 06-3 addresses income statement presentation and
disclosure requirements for taxes assessed by a governmental authority that are directly imposed on and concurrent with a revenue-producing transaction between a seller and a customer, including sales and use taxes. EITF 06-3 permits such taxes to
be presented on either a gross basis (included in revenues and costs) or on a net basis (excluded from revenues). The Company has historically presented, and will continue to present, such taxes on a net basis.



| | 12. | Related Party Transaction
| | --- | -------------------------

The Company has
made payments on behalf of SunCom Investment Company and Holdings for certain business activities, including, but not limited to, administrative expenses and tax payments. As of June 30, 2007, total receivables outstanding from SunCom
Investment Company and Holdings were $0.4 million. These payments are due on demand.

Also, during the three months ended
June 30, 2007, SunCom paid SunCom Investment Company $7.5 million of interest related to the retired SunCom Wireless Subordinated Notes that SunCom Investment Company received in the exchange transaction that closed on May 15, 2007 (See
Note 2).



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##### Table of Contents

SUNCOM WIRELESS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| | 13. | Segment Information
| | --- | -------------------

The Company has 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.

Financial information by reportable
business segment is as follows:



|                                              |  |                                                    |           |                                                    |   |                    |  |   |              |   |                 |   |           |                                     |   |           |                    |  |   |              |   |  |   |         |   |  |   |           |  
|--------------------------------------------- |  | -------------------------------------------------- | --------- | -------------------------------------------------- | - | ------------------ |  | - | ------------ | - | --------------- | - | --------- | ----------------------------------- | - | --------- | ------------------ |  | - | ------------ | - |  | - | ------- | - |  | - | --------- | -
|                                              |  | As of and for the three months ended June 30, 2007 |           | As of and for the three months ended June 30, 2006 |  
|                                              |  | ContinentalU.S.                                    |           | Puerto Rico and U.S. Virgin Islands                |   | Corporateand other |  |   | Consolidated |   | ContinentalU.S. |   |           | Puerto Rico and U.S. Virgin Islands |   |           | Corporateand other |  |   | Consolidated |  
|                                              |  | (Dollars in thousands)                             |          
|Revenue:                                      |  |                                                    |           |                                                    |   |                    |  |   |              |   |                 |   |           |                                     |   |           |                    |  |   |              |   |  |   |         |   |  |   |           |  
|Service                                       |  | $                                                  | 138,195   |                                                    | $ | 57,479             |  | $ |             |   |                 | $ | 195,674   |                                     | $ | 117,778   |                    |  | $ | 46,652       |   |  | $ |        |   |  | $ | 164,430   |  
|Roaming                                       |  |                                                    | 21,613    |                                                    |   | 3,486              |  |   |             |   |                 |   | 25,099    |                                     |   | 17,692    |                    |  |   | 1,827        |   |  |   |        |   |  |   | 19,519    |  
|Equipment                                     |  |                                                    | 15,019    |                                                    |   | 6,662              |  |   |             |   |                 |   | 21,681    |                                     |   | 16,787    |                    |  |   | 5,952        |   |  |   |        |   |  |   | 22,739    |  
|                                              |  |                                                    |           |                                                    |   |                    |  |   |              |   |                 |   |           |                                     |   |           |                    |  |   |              |   |  |   |         |   |  |   |           |  
|Total revenue                                 |  |                                                    | 174,827   |                                                    |   | 67,627             |  |   |             |   |                 |   | 242,454   |                                     |   | 152,257   |                    |  |   | 54,431       |   |  |   |        |   |  |   | 206,688   |  
|Depreciation, asset disposal and amortization |  |                                                    | 18,841    |                                                    |   | 6,549              |  |   | 2,788        |   |                 |   | 28,178    |                                     |   | 82,664    |                    |  |   | 8,039        |   |  |   | 4,517   |   |  |   | 95,220    |  
|Income (loss) from operations                 |  | $                                                  | 20,057    |                                                    | $ | 12,923             |  | $ | (10,783      | ) |                 | $ | 22,197    |                                     | $ | (60,254   | )                  |  | $ | 2,290        |   |  | $ | (13,346 | ) |  | $ | (71,310   | )
|Total assets                                  |  | $                                                  | 1,057,457 |                                                    | $ | 368,618            |  | $ | 160,236      |   |                 | $ | 1,586,311 |                                     | $ | 1,107,620 |                    |  | $ | 346,565      |   |  | $ | 279,042 |   |  | $ | 1,733,227 |  
|Capital expenditures                          |  |                                                    | 3,132     |                                                    |   | 6,102              |  |   | 1,794        |   |                 |   | 11,028    |                                     |   | 24,166    |                    |  |   | 5,499        |   |  |   | 1,206   |   |  |   | 30,871    |  
|                                              |  |                                                   
|                                              |  | As of and for the six months ended June 30, 2007   |           | As of and for the six months ended June 30, 2006   |  
|                                              |  | ContinentalU.S.                                    |           | Puerto Ricoand U.S.Virgin Islands                  |   | Corporateand other |  |   | Consolidated |   | ContinentalU.S. |   |           | Puerto Ricoand U.S.Virgin Islands   |   |           | Corporateand other |  |   | Consolidated |  
|                                              |  | (Dollars in thousands)                             |          
|Revenue:                                      |  |                                                    |           |                                                    |   |                    |  |   |              |   |                 |   |           |                                     |   |           |                    |  |   |              |   |  |   |         |   |  |   |           |  
|Service                                       |  | $                                                  | 271,155   |                                                    | $ | 110,954            |  | $ |             |   |                 | $ | 382,109   |                                     | $ | 227,835   |                    |  | $ | 92,062       |   |  | $ |        |   |  | $ | 319,897   |  
|Roaming                                       |  |                                                    | 40,386    |                                                    |   | 6,715              |  |   |             |   |                 |   | 47,101    |                                     |   | 35,547    |                    |  |   | 5,438        |   |  |   |        |   |  |   | 40,985    |  
|Equipment                                     |  |                                                    | 33,229    |                                                    |   | 12,935             |  |   |             |   |                 |   | 46,164    |                                     |   | 36,912    |                    |  |   | 10,786       |   |  |   |        |   |  |   | 47,698    |  
|                                              |  |                                                    |           |                                                    |   |                    |  |   |              |   |                 |   |           |                                     |   |           |                    |  |   |              |   |  |   |         |   |  |   |           |  
|Total revenue                                 |  |                                                    | 344,770   |                                                    |   | 130,604            |  |   |             |   |                 |   | 475,374   |                                     |   | 300,294   |                    |  |   | 108,286      |   |  |   |        |   |  |   | 408,580   |  
|Depreciation, asset disposal and amortization |  |                                                    | 37,971    |                                                    |   | 13,486             |  |   | 8,701        |   |                 |   | 60,158    |                                     |   | 166,538   |                    |  |   | 34,566       |   |  |   | 9,119   |   |  |   | 210,223   |  
|                                              |  |                                                    |           |                                                    |   |                    |  |  
|Income (loss) from operations                 |  | $                                                  | 35,714    |                                                    | $ | 20,898             |  | $ | (23,699      | ) |                 | $ | 32,913    |                                     | $ | (137,079  | )                  |  | $ | (17,017      | ) |  | $ | (26,986 | ) |  | $ | (181,082  | )
|Total assets                                  |  | $                                                  | 1,057,457 |                                                    | $ | 368,618            |  | $ | 160,236      |   |                 | $ | 1,586,311 |                                     | $ | 1,107,620 |                    |  | $ | 346,565      |   |  | $ | 279,042 |   |  | $ | 1,733,227 |  
|Capital expenditures                          |  |                                                    | 5,139     |                                                    |   | 8,208              |  |   | 3,000        |   |                 |   | 16,347    |                                     |   | 29,819    |                    |  |   | 10,050       |   |  |   | 2,304   |   |  |   | 42,173    |  



11



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##### Table of Contents

SUNCOM WIRELESS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



A reconciliation from segment income (loss) from operations to consolidated loss before taxes is set forth below:



|                                            |  |                                    |         |   |                                  |   |          |      |  |   |         |   |  |   |          |  
|------------------------------------------- |  | ---------------------------------- | ------- | - | -------------------------------- | - | -------- | ---- |  | - | ------- | - |  | - | -------- | -
|                                            |  | For the three monthsended June 30, |         |   | For the six months endedJune 30, |  
|                                            |  | 2007                               |         |   | 2006                             |   |          | 2007 |  |   | 2006    |  
|                                            |  | (Dollars in thousands)             |        
|Total segment income (loss) from operations |  | $                                  | 22,197  |   |                                  | $ | (71,310  | )    |  | $ | 32,913  |   |  | $ | (181,082 | )
|Unallocated amounts:                        |  |                                    |         |   |                                  |   |          |      |  |   |         |   |  |   |          |  
|Interest expense                            |  |                                    | (37,170 | ) |                                  |   | (38,167  | )    |  |   | (75,504 | ) |  |   | (75,909  | )
|Loss on debt for equity exchange            |  |                                    | (14,160 | ) |                                  |   |         |      |  |   | (14,160 | ) |  |   |         |  
|Interest and other income                   |  |                                    | 2,325   |   |                                  |   | 2,740    |      |  |   | 4,685   |   |  |   | 4,280    |  
|                                            |  |                                    |         |   |                                  |   |          |      |  |   |         |   |  |   |          |  
|Consolidated loss before taxes              |  | $                                  | (26,808 | ) |                                  | $ | (106,737 | )    |  | $ | (52,066 | ) |  | $ | (252,711 | )



| | 14. | 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 SunCom Wireless Property Company L.L.C. (collectively,
the Subsidiary Guarantors), and Triton PCS License Company L.L.C. and SunCom Wireless Property Company L.L.C. (together, the Subsidiary Non-Guarantors). Set forth below are the consolidating balance sheets as of June 30,
2007 and December 31, 2006, the consolidating statements of operations for the three and six months ended June 30, 2007 and 2006 and the consolidating statements of cash flows for the six months ended June 30, 2007 and 2006 for the
Parent Company, the Subsidiary Guarantors and the Subsidiary Non-Guarantors.



12



---

##### Table of Contents

SUNCOM WIRELESS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



Consolidating Balance Sheets as of June 30, 2007

(Dollars in thousands)



|                                                                                                              |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | - | -------------------- | - | --------- | ------------------------- |  | - | ------------ | - |  | ------------ | ---------- | - |  | - | ---------- | -
|                                                                                                              |  | ParentCompany |            |   | SubsidiaryGuarantors |   |           | Subsidiary Non-Guarantors |  |   | Eliminations |   |  | Consolidated |           
|ASSETS:                                                                                                       |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|Current assets:                                                                                               |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|                                                                                                              |  |               |            |   |                     
|Cash and cash equivalents                                                                                     |  | $             | 13,902     |   |                      | $ | 40,319    |                           |  | $ |             |   |  | $            |           |   |  | $ | 54,221     |  
|Short-term investments                                                                                        |  |               | 119,900    |   |                      |   |          |                           |  |   |             |   |  |              |           |   |  |   | 119,900    |  
|Restricted cash and restricted short-term investments                                                         |  |               | 1,711      |   |                      |   |          |                           |  |   |             |   |  |              |           |   |  |   | 1,711      |  
|Accounts receivable, net of allowance for doubtful accounts                                                   |  |               |           |   |                      |   | 94,235    |                           |  |   |             |   |  |              |           |   |  |   | 94,235     |  
|Accounts receivable  roaming partners                                                                        |  |               |           |   |                      |   | 17,493    |                           |  |   |             |   |  |              |           |   |  |   | 17,493     |  
|Due from related parties                                                                                      |  |               |           |   |                      |   | 420       |                           |  |   |             |   |  |              |           |   |  |   | 420        |  
|Inventory, net                                                                                                |  |               |           |   |                      |   | 28,205    |                           |  |   |             |   |  |              |           |   |  |   | 28,205     |  
|Prepaid expenses                                                                                              |  |               | 71         |   |                      |   | 13,123    |                           |  |   | 9,286        |   |  |              |           |   |  |   | 22,480     |  
|Assets held for sale                                                                                          |  |               |           |   |                      |   | 377       |                           |  |   |             |   |  |              |           |   |  |   | 377        |  
|Intercompany receivable                                                                                       |  |               | 23,320     |   |                      |   | 384,523   |                           |  |   |             |   |  |              | (407,843   | ) |  |   |           |  
|Other current assets                                                                                          |  |               | 268        |   |                      |   | 6,379     |                           |  |   |             |   |  |              |           |   |  |   | 6,647      |  
|                                                                                                              |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|Total current assets                                                                                          |  |               | 159,172    |   |                      |   | 585,074   |                           |  |   | 9,286        |   |  |              | (407,843   | ) |  |   | 345,689    |  
|                                                                                                              |  |               |            |   |                     
|Long-term assets:                                                                                             |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|Property and equipment, net                                                                                   |  |               |           |   |                      |   | 452,885   |                           |  |   | 313          |   |  |              |           |   |  |   | 453,198    |  
|Investments in subsidiaries                                                                                   |  |               | 1,071,890  |   |                      |   | 152,783   |                           |  |   |             |   |  |              | (1,224,673 | ) |  |   |           |  
|Intangible assets, net                                                                                        |  |               | 3,068      |   |                      |   | 52,864    |                           |  |   | 721,862      |   |  |              |           |   |  |   | 777,794    |  
|Other long-term assets                                                                                        |  |               |           |   |                      |   | 6,311     |                           |  |   | 4,272        |   |  |              | (953       | ) |  |   | 9,630      |  
|                                                                                                              |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|Total assets                                                                                                  |  | $             | 1,234,130  |   |                      | $ | 1,249,917 |                           |  | $ | 735,733      |   |  | $            | (1,633,469 | ) |  | $ | 1,586,311  |  
|                                                                                                              |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|                                                                                                              |  |               |            |   |                     
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT):                                                               |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|Current liabilities:                                                                                          |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|Accounts payable                                                                                              |  | $             |           |   |                      | $ | 55,546    |                           |  | $ | 23,183       |   |  | $            |           |   |  | $ | 78,729     |  
|Accrued liabilities                                                                                           |  |               | 5,394      |   |                      |   | 31,463    |                           |  |   |             |   |  |              |           |   |  |   | 36,857     |  
|Current portion of long-term debt                                                                             |  |               | 2,500      |   |                      |   | 292       |                           |  |   |             |   |  |              |           |   |  |   | 2,792      |  
|Other current liabilities                                                                                     |  |               |           |   |                      |   | 26,994    |                           |  |   | 407,843      |   |  |              | (407,843   | ) |  |   | 26,994     |  
|                                                                                                              |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|Total current liabilities                                                                                     |  |               | 7,894      |   |                      |   | 114,295   |                           |  |   | 431,026      |   |  |              | (407,843   | ) |  |   | 145,372    |  
|                                                                                                              |  |               |            |   |                     
|Long-term debt:                                                                                               |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|Capital lease obligations                                                                                     |  |               |           |   |                      |   | 389       |                           |  |   |             |   |  |              |           |   |  |   | 389        |  
|Senior secured term loan                                                                                      |  |               | 241,250    |   |                      |   |          |                           |  |   |             |   |  |              |           |   |  |   | 241,250    |  
|Senior notes                                                                                                  |  |               | 714,977    |   |                      |   |          |                           |  |   |             |   |  |              |           |   |  |   | 714,977    |  
|                                                                                                              |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|Total senior long-term debt                                                                                   |  |               | 956,227    |   |                      |   | 389       |                           |  |   |             |   |  |              |           |   |  |   | 956,616    |  
|                                                                                                              |  |               |            |   |                     
|Subordinated notes                                                                                            |  |               | 12,205     |   |                      |   |          |                           |  |   |             |   |  |              |           |   |  |   | 12,205     |  
|                                                                                                              |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|Total long-term debt                                                                                          |  |               | 968,432    |   |                      |   | 389       |                           |  |   |             |   |  |              |           |   |  |   | 968,821    |  
|                                                                                                              |  |               |            |   |                     
|Deferred income taxes, net                                                                                    |  |               |           |   |                      |   |          |                           |  |   | 150,330      |   |  |              | (953       | ) |  |   | 149,377    |  
|Deferred revenue                                                                                              |  |               |           |   |                      |   | 1,520     |                           |  |   |             |   |  |              |           |   |  |   | 1,520      |  
|Deferred gain on sale of property and equipment                                                               |  |               |           |   |                      |   | 57,866    |                           |  |   |             |   |  |              |           |   |  |   | 57,866     |  
|Other long-term liabilities                                                                                   |  |               |           |   |                      |   | 3,704     |                           |  |   | 1,847        |   |  |              |           |   |  |   | 5,551      |  
|                                                                                                              |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|Total liabilities                                                                                             |  |               | 976,326    |   |                      |   | 177,774   |                           |  |   | 583,203      |   |  |              | (408,796   | ) |  |   | 1,328,507  |  
|                                                                                                              |  |               |            |   |                     
|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, 2007 |  |               |           |   |                      |   |          |                           |  |   |             |   |  |              |           |   |  |   |           |  
|Additional paid-in-capital                                                                                    |  |               | 1,470,385  |   |                      |   | 1,649,388 |                           |  |   | 495,456      |   |  |              | (2,144,844 | ) |  |   | 1,470,385  |  
|Accumulated deficit                                                                                           |  |               | (1,212,581 | ) |                      |   | (577,245  | )                         |  |   | (342,926     | ) |  |              | 920,171    |   |  |   | (1,212,581 | )
|                                                                                                              |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|Total stockholders equity (deficit)                                                                          |  |               | 257,804    |   |                      |   | 1,072,143 |                           |  |   | 152,530      |   |  |              | (1,224,673 | ) |  |   | 257,804    |  
|                                                                                                              |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|Total liabilities and stockholders equity (deficit)                                                          |  | $             | 1,234,130  |   |                      | $ | 1,249,917 |                           |  | $ | 735,733      |   |  | $            | (1,633,469 | ) |  | $ | 1,586,311  |  
|                                                                                                              |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  



13



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##### Table of Contents

SUNCOM WIRELESS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



Consolidating Statements of Operations for the Three Months Ended June 30, 2007

(Dollars in thousands)



|                                                        |  |               |         |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |         |  
|------------------------------------------------------- |  | ------------- | ------- | - | -------------------- | - | ------- | ------------------------ |  | - | ------------ | - | ------------ | - | ------ |  | - | ------- | -
|                                                        |  | ParentCompany |         |   | SubsidiaryGuarantors |   |         | SubsidiaryNon-Guarantors |  |   | Eliminations |   | Consolidated |  
|Revenues:                                               |  |               |         |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |         |  
|Service                                                 |  | $             |        |   |                      | $ | 195,674 |                          |  | $ |             |   |              | $ |       |  | $ | 195,674 |  
|Roaming                                                 |  |               |        |   |                      |   | 25,099  |                          |  |   |             |   |              |   |       |  |   | 25,099  |  
|Equipment                                               |  |               |        |   |                      |   | 21,681  |                          |  |   |             |   |              |   |       |  |   | 21,681  |  
|                                                        |  |               |         |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |         |  
|Total revenue                                           |  |               |        |   |                      |   | 242,454 |                          |  |   |             |   |              |   |       |  |   | 242,454 |  
|                                                        |  |               |         |   |                     
|Expenses:                                               |  |               |         |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |         |  
|Cost of service                                         |  |               |        |   |                      |   | 51,382  |                          |  |   | 14,880       |   |              |   |       |  |   | 66,262  |  
|Cost of equipment                                       |  |               |        |   |                      |   | 34,792  |                          |  |   |             |   |              |   |       |  |   | 34,792  |  
|Selling, general and administrative                     |  |               | 28      |   |                      |   | 87,429  |                          |  |   | 3,568        |   |              |   |       |  |   | 91,025  |  
|Depreciation and asset disposal                         |  |               |        |   |                      |   | 20,935  |                          |  |   |             |   |              |   |       |  |   | 20,935  |  
|Amortization                                            |  |               |        |   |                      |   | 7,243   |                          |  |   |             |   |              |   |       |  |   | 7,243   |  
|                                                        |  |               |         |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |         |  
|Total operating expenses                                |  |               | 28      |   |                      |   | 201,781 |                          |  |   | 18,448       |   |              |   |        |  |   | 220,257 |  
|                                                        |  |               |         |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |         |  
|Income (loss) from operations                           |  |               | (28     | ) |                      |   | 40,673  |                          |  |   | (18,448      | ) |              |   |       |  |   | 22,197  |  
|                                                        |  |               |         |   |                     
|Interest expense                                        |  |               | (37,163 | ) |                      |   | (7      | )                        |  |   |             |   |              |   |       |  |   | (37,170 | )
|Loss on debt-for-equity exchange                        |  |               | (907    | ) |                      |   | (13,253 | )                        |  |   |             |   |              |   |       |  |   | (14,160 | )
|Interest and other income                               |  |               | 2,312   |   |                      |   | 13      |                          |  |   |             |   |              |   |       |  |   | 2,325   |  
|                                                        |  |               |         |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |         |  
|Income (loss) before taxes                              |  |               | (35,786 | ) |                      |   | 27,426  |                          |  |   | (18,448      | ) |              |   |       |  |   | (26,808 | )
|Income tax provision                                    |  |               |        |   |                      |   | (23     | )                        |  |   | (3,794       | ) |              |   |       |  |   | (3,817  | )
|                                                        |  |               |         |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |         |  
|Income (loss) before equity in earnings of subsidiaries |  |               | (35,786 | ) |                      |   | 27,403  |                          |  |   | (22,242      | ) |              |   |       |  |   | (30,625 | )
|Equity in earnings of subsidiaries                      |  |               | 5,161   |   |                      |   | (22,242 | )                        |  |   |             |   |              |   | 17,081 |  |   |        |  
|                                                        |  |               |         |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |         |  
|Net income (loss)                                       |  | $             | (30,625 | ) |                      | $ | 5,161   |                          |  | $ | (22,242      | ) |              | $ | 17,081 |  | $ | (30,625 | )
|                                                        |  |               |         |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |         |  

Consolidating Statements of Operations for the Six Months Ended June 30, 2007

(Dollars in thousands)



|                                                        |  |               |         |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |         |  
|------------------------------------------------------- |  | ------------- | ------- | - | -------------------- | - | ------- | ------------------------ |  | - | ------------ | - | ------------ | - | ------ |  | - | ------- | -
|                                                        |  | ParentCompany |         |   | SubsidiaryGuarantors |   |         | SubsidiaryNon-Guarantors |  |   | Eliminations |   | Consolidated |  
|Revenues:                                               |  |               |         |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |         |  
|Service                                                 |  | $             |        |   |                      | $ | 382,109 |                          |  | $ |             |   |              | $ |       |  | $ | 382,109 |  
|Roaming                                                 |  |               |        |   |                      |   | 47,101  |                          |  |   |             |   |              |   |       |  |   | 47,101  |  
|Equipment                                               |  |               |        |   |                      |   | 46,164  |                          |  |   |             |   |              |   |       |  |   | 46,164  |  
|                                                        |  |               |         |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |         |  
|Total revenue                                           |  |               |        |   |                      |   | 475,374 |                          |  |   |             |   |              |   |       |  |   | 475,374 |  
|                                                        |  |               |         |   |                     
|Expenses:                                               |  |               |         |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |         |  
|Cost of service                                         |  |               |        |   |                      |   | 99,411  |                          |  |   | 29,783       |   |              |   |       |  |   | 129,194 |  
|Cost of equipment                                       |  |               |        |   |                      |   | 73,659  |                          |  |   |             |   |              |   |       |  |   | 73,659  |  
|Selling, general and administrative                     |  |               | 52      |   |                      |   | 172,137 |                          |  |   | 7,261        |   |              |   |       |  |   | 179,450 |  
|Depreciation and asset disposal                         |  |               |        |   |                      |   | 45,081  |                          |  |   |             |   |              |   |       |  |   | 45,081  |  
|Amortization                                            |  |               |        |   |                      |   | 15,077  |                          |  |   |             |   |              |   |       |  |   | 15,077  |  
|                                                        |  |               |         |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |         |  
|Total operating expenses                                |  |               | 52      |   |                      |   | 405,365 |                          |  |   | 37,044       |   |              |   |        |  |   | 442,461 |  
|                                                        |  |               |         |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |         |  
|Income (loss) from operations                           |  |               | (52     | ) |                      |   | 70,009  |                          |  |   | (37,044      | ) |              |   |       |  |   | 32,913  |  
|                                                        |  |               |         |   |                     
|Interest expense                                        |  |               | (75,491 | ) |                      |   | (13     | )                        |  |   |             |   |              |   |       |  |   | (75,504 | )
|Loss on debt-for-equity exchange                        |  |               | (907    | ) |                      |   | (13,253 | )                        |  |   |             |   |              |   |       |  |   | (14,160 | )
|Interest and other income                               |  |               | 4,649   |   |                      |   | 36      |                          |  |   |             |   |              |   |       |  |   | 4,685   |  
|                                                        |  |               |         |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |         |  
|Income (loss) before taxes                              |  |               | (71,801 | ) |                      |   | 56,779  |                          |  |   | (37,044      | ) |              |   |       |  |   | (52,066 | )
|Income tax provision                                    |  |               |        |   |                      |   | (46     | )                        |  |   | (6,562       | ) |              |   |       |  |   | (6,608  | )
|                                                        |  |               |         |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |         |  
|Income (loss) before equity in earnings of subsidiaries |  |               | (71,801 | ) |                      |   | 56,733  |                          |  |   | (43,606      | ) |              |   |       |  |   | (58,674 | )
|Equity in earnings of subsidiaries                      |  |               | 13,127  |   |                      |   | (43,606 | )                        |  |   |             |   |              |   | 30,479 |  |   |        |  
|                                                        |  |               |         |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |         |  
|Net income (loss)                                       |  | $             | (58,674 | ) |                      | $ | 13,127  |                          |  | $ | (43,606      | ) |              | $ | 30,479 |  | $ | (58,674 | )
|                                                        |  |               |         |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |         |  



14



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##### Table of Contents

SUNCOM WIRELESS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



Consolidating Statements of Cash Flows for the Six Months Ended June 30, 2007

(Dollars in thousands)



|                                                     |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|---------------------------------------------------- |  | ------------- | -------- | - | -------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ------------ | ------- | - |  | - | -------- | -
|                                                     |  | ParentCompany |          |   | SubsidiaryGuarantors |   |         | Subsidiary Non-Guarantors |  |   | Eliminations |   |  | Consolidated |        
|Cash flows from operating activities:                |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|Net cash provided by (used in) operating activities  |  | $             | (86,452  | ) |                      | $ | 116,949 |                           |  | $ | (39,683      | ) |  | $            |        |   |  | $ | (9,186   | )
|                                                     |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|                                                     |  |               |          |   |                     
|Cash flows from investing activities:                |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|Purchase of available for sale securities            |  |               | (330,550 | ) |                      |   |        |                           |  |   |             |   |  |              |        |   |  |   | (330,550 | )
|Proceeds from sale of available for sale securities  |  |               | 365,250  |   |                      |   |        |                           |  |   |             |   |  |              |        |   |  |   | 365,250  |  
|Capital expenditures                                 |  |               |         |   |                      |   | (16,347 | )                         |  |   |             |   |  |              |        |   |  |   | (16,347  | )
|Proceeds from sale of assets                         |  |               |         |   |                      |   | 18,293  |                           |  |   | 9,237        |   |  |              |        |   |  |   | 27,530   |  
|Payment of direct costs on business transactions     |  |               |         |   |                      |   | (145    | )                         |  |   | (306         | ) |  |              |        |   |  |   | (451     | )
|Investment in subsidiaries                           |  |               | (43,069  | ) |                      |   |        |                           |  |   |             |   |  |              | 43,069  |   |  |   |         |  
|Dividends received                                   |  |               | 43,069   |   |                      |   |        |                           |  |   |             |   |  |              | (43,069 | ) |  |   |         |  
|Net intercompany loans                               |  |               |         |   |                      |   | (79,493 | )                         |  |   |             |   |  |              | 79,493  |   |  |   |         |  
|                                                     |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|Net cash provided by (used in) investing activities  |  |               | 34,700   |   |                      |   | (77,692 | )                         |  |   | 8,931        |   |  |              | 79,493  |   |  |   | 45,432   |  
|                                                     |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|                                                     |  |               |          |   |                     
|Cash flows from financing activities:                |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|Dividends paid                                       |  |               |         |   |                      |   | (43,069 | )                         |  |   |             |   |  |              | 43,069  |   |  |   |         |  
|Payments under senior secured term loan              |  |               | (1,250   | ) |                      |   |        |                           |  |   |             |   |  |              |        |   |  |   | (1,250   | )
|Change in bank overdraft                             |  |               |         |   |                      |   | (9,474  | )                         |  |   |             |   |  |              |        |   |  |   | (9,474   | )
|Principal payment under capital lease obligations    |  |               |         |   |                      |   | (160    | )                         |  |   |             |   |  |              |        |   |  |   | (160     | )
|Payment of direct costs on debt-for-equity exchange  |  |               |         |   |                      |   | (8,051  | )                         |  |   |             |   |  |              |        |   |  |   | (8,051   | )
|Advances to related party                            |  |               |         |   |                      |   | (16     | )                         |  |   |             |   |  |              |        |   |  |   | (16      | )
|Capital contribution from parent                     |  |               |         |   |                      |   | 43,069  |                           |  |   |             |   |  |              | (43,069 | ) |  |   |         |  
|Net intercompany loans                               |  |               | 48,741   |   |                      |   |        |                           |  |   | 30,752       |   |  |              | (79,493 | ) |  |   |         |  
|                                                     |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|Net cash provided by (used in) financing activities  |  |               | 47,491   |   |                      |   | (17,701 | )                         |  |   | 30,752       |   |  |              | (79,493 | ) |  |   | (18,951  | )
|                                                     |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|Net increase (decrease) in cash and cash equivalents |  |               | (4,261   | ) |                      |   | 21,556  |                           |  |   |             |   |  |              |        |   |  |   | 17,295   |  
|Cash and cash equivalents, beginning of period       |  |               | 18,163   |   |                      |   | 18,763  |                           |  |   |             |   |  |              |        |   |  |   | 36,926   |  
|                                                     |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|Cash and cash equivalents, end of period             |  | $             | 13,902   |   |                      | $ | 40,319  |                           |  | $ |             |   |  | $            |        |   |  | $ | 54,221   |  
|                                                     |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  



15



---

##### Table of Contents

SUNCOM WIRELESS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



Consolidating Balance Sheet as of December 31, 2006

(Dollars in
thousands)



|                                                                                                                  |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|----------------------------------------------------------------------------------------------------------------- |  | ------------- | ---------- | - | -------------------- | - | --------- | ------------------------- |  | - | ------------ | - |  | ------------ | ---------- | - |  | - | ---------- | -
|                                                                                                                  |  | ParentCompany |            |   | SubsidiaryGuarantors |   |           | Subsidiary Non-Guarantors |  |   | Eliminations |   |  | Consolidated |           
|ASSETS:                                                                                                           |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|Current assets:                                                                                                   |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|Cash and cash equivalents                                                                                         |  | $             | 18,163     |   |                      | $ | 18,763    |                           |  | $ |             |   |  | $            |           |   |  | $ | 36,926     |  
|Short-term investments                                                                                            |  |               | 154,600    |   |                      |   |          |                           |  |   |             |   |  |              |           |   |  |   | 154,600    |  
|Restricted cash and short-term investments                                                                        |  |               | 1,668      |   |                      |   |          |                           |  |   |             |   |  |              |           |   |  |   | 1,668      |  
|Accounts receivable, net of allowance for doubtful accounts                                                       |  |               |           |   |                      |   | 96,213    |                           |  |   |             |   |  |              |           |   |  |   | 96,213     |  
|Accounts receivable  roaming partners                                                                            |  |               |           |   |                      |   | 14,811    |                           |  |   |             |   |  |              |           |   |  |   | 14,811     |  
|Due from related parties                                                                                          |  |               |           |   |                      |   | 404       |                           |  |   |             |   |  |              |           |   |  |   | 404        |  
|Inventory, net                                                                                                    |  |               |           |   |                      |   | 27,441    |                           |  |   |             |   |  |              |           |   |  |   | 27,441     |  
|Prepaid expenses                                                                                                  |  |               | 72         |   |                      |   | 7,972     |                           |  |   | 8,402        |   |  |              |           |   |  |   | 16,446     |  
|Assets held for sale                                                                                              |  |               |           |   |                      |   | 2,515     |                           |  |   | 8,931        |   |  |              |           |   |  |   | 11,446     |  
|Intercompany receivable                                                                                           |  |               | 70,955     |   |                      |   | 306,137   |                           |  |   |             |   |  |              | (377,092   | ) |  |   |           |  
|Other current assets                                                                                              |  |               | 497        |   |                      |   | 11,455    |                           |  |   |             |   |  |              |           |   |  |   | 11,952     |  
|                                                                                                                  |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|Total current assets                                                                                              |  |               | 245,955    |   |                      |   | 485,711   |                           |  |   | 17,333       |   |  |              | (377,092   | ) |  |   | 371,907    |  
|                                                                                                                  |  |               |            |   |                     
|Long-term assets:                                                                                                 |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|Property and equipment, net                                                                                       |  |               |           |   |                      |   | 480,567   |                           |  |   | 313          |   |  |              |           |   |  |   | 480,880    |  
|Investments in subsidiaries                                                                                       |  |               | 1,059,174  |   |                      |   | 196,389   |                           |  |   |             |   |  |              | (1,255,563 | ) |  |   |           |  
|Intangible assets, net                                                                                            |  |               | 4,598      |   |                      |   | 67,790    |                           |  |   | 721,862      |   |  |              |           |   |  |   | 794,250    |  
|Other long-term assets                                                                                            |  |               |           |   |                      |   | 3,729     |                           |  |   | 690          |   |  |              |           |   |  |   | 4,419      |  
|                                                                                                                  |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|Total assets                                                                                                      |  | $             | 1,309,727  |   |                      | $ | 1,234,186 |                           |  | $ | 740,198      |   |  | $            | (1,632,655 | ) |  | $ | 1,651,456  |  
|                                                                                                                  |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|                                                                                                                  |  |               |            |   |                     
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT):                                                                   |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|Current liabilities:                                                                                              |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|Accounts payable                                                                                                  |  | $             |           |   |                      | $ | 50,335    |                           |  | $ | 21,209       |   |  | $            |           |   |  | $ | 71,544     |  
|Accrued liabilities                                                                                               |  |               | 23,208     |   |                      |   | 48,492    |                           |  |   |             |   |  |              |           |   |  |   | 71,700     |  
|Current portion of long-term debt                                                                                 |  |               | 2,500      |   |                      |   | 310       |                           |  |   |             |   |  |              |           |   |  |   | 2,810      |  
|Other current liabilities                                                                                         |  |               |           |   |                      |   | 24,937    |                           |  |   | 377,092      |   |  |              | (377,092   | ) |  |   | 24,937     |  
|                                                                                                                  |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|Total current liabilities                                                                                         |  |               | 25,708     |   |                      |   | 124,074   |                           |  |   | 398,301      |   |  |              | (377,092   | ) |  |   | 170,991    |  
|                                                                                                                  |  |               |            |   |                     
|Long-term debt:                                                                                                   |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|Capital lease obligations                                                                                         |  |               |           |   |                      |   | 531       |                           |  |   |             |   |  |              |           |   |  |   | 531        |  
|Senior secured term loan                                                                                          |  |               | 242,500    |   |                      |   |          |                           |  |   |             |   |  |              |           |   |  |   | 242,500    |  
|Senior notes                                                                                                      |  |               | 714,341    |   |                      |   |          |                           |  |   |             |   |  |              |           |   |  |   | 714,341    |  
|                                                                                                                  |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|Senior long-term debt                                                                                             |  |               | 956,841    |   |                      |   | 531       |                           |  |   |             |   |  |              |           |   |  |   | 957,372    |  
|Subordinated notes                                                                                                |  |               | 732,365    |   |                      |   |          |                           |  |   |             |   |  |              |           |   |  |   | 732,365    |  
|                                                                                                                  |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|Total long-term debt                                                                                              |  |               | 1,689,206  |   |                      |   | 531       |                           |  |   |             |   |  |              |           |   |  |   | 1,689,737  |  
|                                                                                                                  |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|Deferred income taxes, net                                                                                        |  |               |           |   |                      |   |          |                           |  |   | 145,508      |   |  |              |           |   |  |   | 145,508    |  
|Deferred revenue                                                                                                  |  |               |           |   |                      |   | 1,766     |                           |  |   |             |   |  |              |           |   |  |   | 1,766      |  
|Deferred gain on sale of property and equipment                                                                   |  |               |           |   |                      |   | 46,173    |                           |  |   |             |   |  |              |           |   |  |   | 46,173     |  
|Other                                                                                                             |  |               |           |   |                      |   | 2,468     |                           |  |   |             |   |  |              |           |   |  |   | 2,468      |  
|                                                                                                                  |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|Total liabilities                                                                                                 |  |               | 1,714,914  |   |                      |   | 175,012   |                           |  |   | 543,809      |   |  |              | (377,092   | ) |  |   | 2,056,643  |  
|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, 2006 |  |               |           |   |                      |   |          |                           |  |   |             |   |  |              |           |   |  |   |           |  
|Additional paid-in-capital                                                                                        |  |               | 748,309    |   |                      |   | 1,606,319 |                           |  |   | 495,456      |   |  |              | (2,101,775 | ) |  |   | 748,309    |  
|Accumulated deficit                                                                                               |  |               | (1,153,496 | ) |                      |   | (547,145  | )                         |  |   | (299,067     | ) |  |              | 846,212    |   |  |   | (1,153,496 | )
|SunCom Wireless Holdings, Inc. Class A common stock held in trust                                                 |  |               | (173       | ) |                      |   |          |                           |  |   |             |   |  |              |           |   |  |   | (173       | )
|Deferred compensation                                                                                             |  |               | 173        |   |                      |   |          |                           |  |   |             |   |  |              |           |   |  |   | 173        |  
|Total stockholders equity (deficit)                                                                              |  |               | (405,187   | ) |                      |   | 1,059,174 |                           |  |   | 196,389      |   |  |              | (1,255,563 | ) |  |   | (405,187   | )
|                                                                                                                  |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  
|Total liabilities and stockholders equity (deficit)                                                              |  | $             | 1,309,727  |   |                      | $ | 1,234,186 |                           |  | $ | 740,198      |   |  | $            | (1,632,655 | ) |  | $ | 1,651,456  |  
|                                                                                                                  |  |               |            |   |                      |   |           |                           |  |   |              |   |  |              |            |   |  |   |            |  



16



---

##### Table of Contents

SUNCOM WIRELESS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



Consolidating Statements of Operations for the Three Months Ended June 30, 2006

(Dollars in thousands)



|                                               |  |               |          |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |          |  
|---------------------------------------------- |  | ------------- | -------- | - | -------------------- | - | ------- | ------------------------ |  | - | ------------ | - | ------------ | - | ------ |  | - | -------- | -
|                                               |  | ParentCompany |          |   | SubsidiaryGuarantors |   |         | SubsidiaryNon-Guarantors |  |   | Eliminations |   | Consolidated |  
|Revenues:                                      |  |               |          |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |          |  
|Service                                        |  | $             |         |   |                      | $ | 164,430 |                          |  | $ |             |   |              | $ |       |  | $ | 164,430  |  
|Roaming                                        |  |               |         |   |                      |   | 19,519  |                          |  |   |             |   |              |   |       |  |   | 19,519   |  
|Equipment                                      |  |               |         |   |                      |   | 22,739  |                          |  |   |             |   |              |   |       |  |   | 22,739   |  
|                                               |  |               |          |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |          |  
|Total revenue                                  |  |               |         |   |                      |   | 206,688 |                          |  |   |             |   |              |   |       |  |   | 206,688  |  
|                                               |  |               |          |   |                     
|Operating expenses:                            |  |               |          |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |          |  
|Cost of service                                |  |               |         |   |                      |   | 52,302  |                          |  |   | 14,415       |   |              |   |       |  |   | 66,717   |  
|Cost of equipment                              |  |               |         |   |                      |   | 32,270  |                          |  |   |             |   |              |   |       |  |   | 32,270   |  
|Selling, general and administrative            |  |               | 24       |   |                      |   | 79,414  |                          |  |   | 3,695        |   |              |   |       |  |   | 83,133   |  
|Termination benefits and other related charges |  |               |         |   |                      |   | 658     |                          |  |   |             |   |              |   |       |  |   | 658      |  
|Depreciation and asset disposal                |  |               |         |   |                      |   | 84,531  |                          |  |   |             |   |              |   |       |  |   | 84,531   |  
|Amortization                                   |  |               |         |   |                      |   | 10,689  |                          |  |   |             |   |              |   |       |  |   | 10,689   |  
|                                               |  |               |          |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |          |  
|Total operating expenses                       |  |               | 24       |   |                      |   | 259,864 |                          |  |   | 18,110       |   |              |   |       |  |   | 277,998  |  
|                                               |  |               |          |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |          |  
|Loss from operations                           |  |               | (24      | ) |                      |   | (53,176 | )                        |  |   | (18,110      | ) |              |   |       |  |   | (71,310  | )
|Interest expense                               |  |               | (38,161  | ) |                      |   | (6      | )                        |  |   |             |   |              |   |       |  |   | (38,167  | )
|Interest and other income                      |  |               | 2,714    |   |                      |   | 26      |                          |  |   |             |   |              |   |       |  |   | 2,740    |  
|                                               |  |               |          |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |          |  
|Loss before taxes                              |  |               | (35,471  | ) |                      |   | (53,156 | )                        |  |   | (18,110      | ) |              |   |       |  |   | (106,737 | )
|Income tax provision                           |  |               |         |   |                      |   | (38     | )                        |  |   | (3,820       | ) |              |   |       |  |   | (3,858   | )
|                                               |  |               |          |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |          |  
|Loss before equity in earnings of subsidiaries |  |               | (35,471  | ) |                      |   | (53,194 | )                        |  |   | (21,930      | ) |              |   |       |  |   | (110,595 | )
|Equity in earnings of subsidiaries             |  |               | (75,124  | ) |                      |   | (21,930 | )                        |  |   |             |   |              |   | 97,054 |  |   |         |  
|                                               |  |               |          |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |          |  
|Net income (loss)                              |  | $             | (110,595 | ) |                      | $ | (75,124 | )                        |  | $ | (21,930      | ) |              | $ | 97,054 |  | $ | (110,595 | )
|                                               |  |               |          |   |                      |   |         |                          |  |   |              |   |              |   |        |  |   |          |  

Consolidating Statements of Operations for the Six Months Ended June 30, 2006

(Dollars in thousands)



|                                               |  |               |          |   |                      |   |          |                          |  |   |              |   |              |   |         |  |   |          |  
|---------------------------------------------- |  | ------------- | -------- | - | -------------------- | - | -------- | ------------------------ |  | - | ------------ | - | ------------ | - | ------- |  | - | -------- | -
|                                               |  | ParentCompany |          |   | SubsidiaryGuarantors |   |          | SubsidiaryNon-Guarantors |  |   | Eliminations |   | Consolidated |  
|Revenues:                                      |  |               |          |   |                      |   |          |                          |  |   |              |   |              |   |         |  |   |          |  
|Service                                        |  | $             |         |   |                      | $ | 319,897  |                          |  | $ |             |   |              | $ |        |  | $ | 319,897  |  
|Roaming                                        |  |               |         |   |                      |   | 40,985   |                          |  |   |             |   |              |   |        |  |   | 40,985   |  
|Equipment                                      |  |               |         |   |                      |   | 47,698   |                          |  |   |             |   |              |   |        |  |   | 47,698   |  
|                                               |  |               |          |   |                      |   |          |                          |  |   |              |   |              |   |         |  |   |          |  
|Total revenue                                  |  |               |         |   |                      |   | 408,580  |                          |  |   |             |   |              |   |        |  |   | 408,580  |  
|                                               |  |               |          |   |                     
|Operating expenses:                            |  |               |          |   |                      |   |          |                          |  |   |              |   |              |   |         |  |   |          |  
|Cost of service                                |  |               |         |   |                      |   | 105,806  |                          |  |   | 28,859       |   |              |   |        |  |   | 134,665  |  
|Cost of equipment                              |  |               |         |   |                      |   | 71,491   |                          |  |   |             |   |              |   |        |  |   | 71,491   |  
|Selling, general and administrative            |  |               | 48       |   |                      |   | 164,440  |                          |  |   | 7,239        |   |              |   |        |  |   | 171,727  |  
|Termination benefits and other related charges |  |               |         |   |                      |   | 1,556    |                          |  |   |             |   |              |   |        |  |   | 1,556    |  
|Depreciation and asset disposal                |  |               |         |   |                      |   | 188,030  |                          |  |   |             |   |              |   |        |  |   | 188,030  |  
|Amortization                                   |  |               |         |   |                      |   | 22,193   |                          |  |   |             |   |              |   |        |  |   | 22,193   |  
|                                               |  |               |          |   |                      |   |          |                          |  |   |              |   |              |   |         |  |   |          |  
|Total operating expenses                       |  |               | 48       |   |                      |   | 553,516  |                          |  |   | 36,098       |   |              |   |        |  |   | 589,662  |  
|                                               |  |               |          |   |                      |   |          |                          |  |   |              |   |              |   |         |  |   |          |  
|Loss from operations                           |  |               | (48      | ) |                      |   | (144,936 | )                        |  |   | (36,098      | ) |              |   |        |  |   | (181,082 | )
|Interest expense                               |  |               | (75,893  | ) |                      |   | (16      | )                        |  |   |             |   |              |   |        |  |   | (75,909  | )
|Interest and other income                      |  |               | 4,209    |   |                      |   | 71       |                          |  |   |             |   |              |   |        |  |   | 4,280    |  
|                                               |  |               |          |   |                      |   |          |                          |  |   |              |   |              |   |         |  |   |          |  
|Loss before taxes                              |  |               | (71,732  | ) |                      |   | (144,881 | )                        |  |   | (36,098      | ) |              |   |        |  |   | (252,711 | )
|Income tax provision                           |  |               |         |   |                      |   | (38      | )                        |  |   | (7,171       | ) |              |   |        |  |   | (7,209   | )
|                                               |  |               |          |   |                      |   |          |                          |  |   |              |   |              |   |         |  |   |          |  
|Loss before equity in earnings of subsidiaries |  |               | (71,732  | ) |                      |   | (144,919 | )                        |  |   | (43,269      | ) |              |   |        |  |   | (259,920 | )
|Equity in earnings of subsidiaries             |  |               | (188,188 | ) |                      |   | (43,269  | )                        |  |   |             |   |              |   | 231,457 |  |   |         |  
|                                               |  |               |          |   |                      |   |          |                          |  |   |              |   |              |   |         |  |   |          |  
|Net income (loss)                              |  | $             | (259,920 | ) |                      | $ | (188,188 | )                        |  | $ | (43,269      | ) |              | $ | 231,457 |  | $ | (259,920 | )
|                                               |  |               |          |   |                      |   |          |                          |  |   |              |   |              |   |         |  |   |          |  



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##### Table of Contents

SUNCOM WIRELESS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



Consolidating Statements of Cash Flows for the Six Months Ended June 30, 2006

(Dollars in thousands)



|                                                     |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|---------------------------------------------------- |  | ------------- | -------- | - | -------------------- | - | ------- | ------------------------- |  | - | ------------ | - |  | ------------ | ------- | - |  | - | -------- | -
|                                                     |  | ParentCompany |          |   | SubsidiaryGuarantors |   |         | Subsidiary Non-Guarantors |  |   | Eliminations |   |  | Consolidated |        
|Cash flows from operating activities:                |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|Net cash provided by (used in) operating activities  |  | $             | (70,152  | ) |                      | $ | 59,091  |                           |  | $ | (34,476      | ) |  | $            |        |   |  | $ | (45,537  | )
|                                                     |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|                                                     |  |               |          |   |                     
|Cash flows from investing activities:                |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|Purchase of available for sale of securities         |  |               | (314,600 | ) |                      |   |        |                           |  |   |             |   |  |              |        |   |  |   | (314,600 | )
|Proceeds from sale of available for sale securities  |  |               | 421,150  |   |                      |   |        |                           |  |   |             |   |  |              |        |   |  |   | 421,150  |  
|Capital expenditures                                 |  |               |         |   |                      |   | (42,173 | )                         |  |   |             |   |  |              |        |   |  |   | (42,173  | )
|Proceeds from sale of assets                         |  |               |         |   |                      |   | 1,320   |                           |  |   | 270          |   |  |              |        |   |  |   | 1,590    |  
|Payment of direct costs on business transactions     |  |               |         |   |                      |   | (54     | )                         |  |   |             |   |  |              |        |   |  |   | (54      | )
|Other                                                |  |               |         |   |                      |   | (37     | )                         |  |   |             |   |  |              |        |   |  |   | (37      | )
|Investment in subsidiaries                           |  |               | (37,207  | ) |                      |   |        |                           |  |   |             |   |  |              | 37,207  |   |  |   |         |  
|Dividends received                                   |  |               | 37,207   |   |                      |   |        |                           |  |   |             |   |  |              | (37,207 | ) |  |   |         |  
|Net intercompany loans                               |  |               | (38,488  | ) |                      |   |        |                           |  |   |             |   |  |              | 38,488  |   |  |   |         |  
|                                                     |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|Net cash provided by (used in) investing activities  |  |               | 68,062   |   |                      |   | (40,944 | )                         |  |   | 270          |   |  |              | 38,488  |   |  |   | 65,876   |  
|                                                     |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|                                                     |  |               |          |   |                     
|Cash flows from financing activities:                |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|Dividends paid                                       |  |               |         |   |                      |   | (37,207 | )                         |  |   |             |   |  |              | 37,207  |   |  |   |         |  
|Payments under senior secured term loan              |  |               | (1,250   | ) |                      |   |        |                           |  |   |             |   |  |              |        |   |  |   | (1,250   | )
|Change in bank overdraft                             |  |               |         |   |                      |   | (6,270  | )                         |  |   |             |   |  |              |        |   |  |   | (6,270   | )
|Principal payment under capital lease obligations    |  |               |         |   |                      |   | (151    | )                         |  |   |             |   |  |              |        |   |  |   | (151     | )
|Payment of direct costs on debt-for-equity exchange  |  |               |         |   |                      |   | (2,886  | )                         |  |   |             |   |  |              |        |   |  |   | (2,886   | )
|Advances to related parties                          |  |               |         |   |                      |   | (517    | )                         |  |   |             |   |  |              |        |   |  |   | (517     | )
|Capital contributions from parent                    |  |               | 50       |   |                      |   | 37,207  |                           |  |   |             |   |  |              | (37,207 | ) |  |   | 50       |  
|Net intercompany loans                               |  |               |         |   |                      |   | 4,282   |                           |  |   | 34,206       |   |  |              | (38,488 | ) |  |   |         |  
|                                                     |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|Net cash provided by (used in) financing activities  |  |               | (1,200   | ) |                      |   | (5,542  | )                         |  |   | 34,206       |   |  |              | (38,488 | ) |  |   | (11,024  | )
|                                                     |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|                                                     |  |               |          |   |                     
|Net increase (decrease) in cash and cash equivalents |  |               | (3,290   | ) |                      |   | 12,605  |                           |  |   |             |   |  |              |        |   |  |   | 9,315    |  
|Cash and cash equivalents, beginning of period       |  |               | 12,729   |   |                      |   | 3,071   |                           |  |   |             |   |  |              |        |   |  |   | 15,800   |  
|                                                     |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  
|Cash and cash equivalents, end of period             |  | $             | 9,439    |   |                      | $ | 15,676  |                           |  | $ |             |   |  | $            |        |   |  | $ | 25,115   |  
|                                                     |  |               |          |   |                      |   |         |                           |  |   |              |   |  |              |         |   |  |   |          |  



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SUNCOM WIRELESS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)



| | 15. | Subsequent Event
| | --- | ----------------

On July 1, 2007, in
connection with the sale of the Companys wireless communications network and FCC licenses relating to its Athens, Georgia market (see Note 9), the Company sold five of the remaining six cell sites to Cingular Wireless for proceeds of
approximately $0.8 million. The carrying values of the five cell sites sold as part of this agreement were approximately $0.3 million, resulting in a gain of approximately $0.5 million, which will be recorded during the third quarter of 2007.
Pending the successful assignment of the final cell site related to the Athens sale, Cingular Wireless will pay the Company an additional $0.1 million. This transaction is expected to be completed during the third quarter of 2007.



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##### Table of Contents

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

General

In this section, the terms we, us, our and similar terms refer collectively to SunCom
Wireless, Inc. and its consolidated subsidiaries. Holdings refers to our parent corporation, SunCom Wireless Holdings, Inc. and SunCom Wireless refers to SunCom Wireless, 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 Form 10-K for the year ended December 31, 2006, Part II, Item 1A
of this report and our other Securities and Exchange Commission filings. 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 provider of digital wireless communications services in the southeastern United States, Puerto Rico and the U.S. Virgin Islands. As of June 30, 2007, our wireless communications network covered a
population of approximately 14.6 million potential customers in a contiguous geographic area encompassing portions of North Carolina, South Carolina, Tennessee and Georgia. In addition, we operate a wireless communications network covering a
population of approximately 4.1 million potential customers in Puerto Rico and the U.S. Virgin Islands.

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 via compelling rate plans 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 2005 Paul Kagan Associates Report, our service area includes 11 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 utilizing global system for mobile communications and general packet radio service, or GSM/GPRS, technology, which is capable of providing enhanced voice and data services.

Debt-for-Equity Exchange

In order to improve our capital structure, we entered into an exchange agreement on January 31, 2007 with certain holders of the 93/8% senior subordinated notes due 2011 and 83/4%
senior subordinated notes due 2011 issued by SunCom Wireless. On May 15, 2007, Holdings implemented a 1-for-10 reverse stock split to ensure that there existed sufficient authorized shares of its Class A common stock to complete the
debt-for-equity exchange contemplated by the exchange agreement. Also, on May 15, 2007, pursuant to the exchange agreement, holders of SunCom Wireless subordinated notes exchanged notes representing 98.3% of the outstanding SunCom
Wireless subordinated notes for shares of Holdings Class A common stock. Also in connection with the exchange transaction, we agreed to explore strategic alternatives, including a possible sale of the company. We have engaged Goldman
Sachs & Co. as our financial advisor to explore strategic alternatives and assist us with a process to sell the company. See Note 2 to our consolidated financial statements for more information.



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##### Table of Contents

Results of Operations

We have two reportable segments, which we operate and manage as strategic business units. Our reporting segments are based upon geographic area of operation; one segment consists of our operations in the continental
United States, and the other consists of our operations in Puerto Rico and the U.S. Virgin Islands. Each reporting segment markets wireless rate plans to consumers that are specific to its respective geographic area. For purposes of this discussion,
corporate expenses are included in the continental United States segment results.

Three Months Ended June 30, 2007 Compared to the Three Months
Ended June 30, 2006

Consolidated operations

The table below summarizes the consolidated key metrics of our operations as of and for the three months ended June 30, 2007 and 2006. These results are further described in our segment discussions.



|                            |  |                                               |           |   |      |   |           |        |  |   |          |    |  |       |   
|--------------------------- |  | --------------------------------------------- | --------- | - | ---- | - | --------- | ------ |  | - | -------- | -- |  | ----- | --
|                            |  | As of and for the three months ended June 30, |          
|                            |  | 2007                                          |           |   | 2006 |   |           | Change |  |   | Change % |   
|Gross additions             |  |                                               | 95,846    |   |      |   | 92,131    |        |  |   | 3,715    |    |  | 4.0   | % 
|Net additions               |  |                                               | 16,128    |   |      |   | 24,329    |        |  |   | (8,201   | )  |  | (33.7 | )%
|Subscribers (end of period) |  |                                               | 1,136,966 |   |      |   | 1,031,443 |        |  |   | 105,523  |    |  | 10.2  | % 
|Monthly subscriber churn    |  |                                               | 2.4       | % |      |   | 2.2       | %      |  |   | (0.2     | )% |  | (9.1  | )%
|Average revenue per user    |  | $                                             | 57.21     |   |      | $ | 52.89     |        |  | $ | 4.32     |    |  | 8.2   | % 
|Cost per gross addition     |  | $                                             | 459       |   |      | $ | 409       |        |  | $ | (50      | )  |  | (12.2 | )%

Gross additions are new subscriber activations, and net additions are gross additions less
subscriber deactivations. Monthly subscriber churn is calculated by dividing subscriber deactivations by our average subscriber base for the period. These statistical measures may not be compiled in the same manner as similarly titled measures of
other companies. In addition, average revenue per user, or ARPU, and cost per gross addition, or CPGA, are performance measures not calculated in accordance with accounting principles generally accepted in the United States, or
GAAP. For more information about ARPU and CPGA, see Reconciliation of Non-GAAP Financial Measures below.

Continental U.S.
segment operations

The table below summarizes key metrics of our continental U.S. segment operations as of and for the three
months ended June 30, 2007 and 2006.



|                            |  |                                               |         |   |      |   |         |        |  |   |          |    |  |       |   
|--------------------------- |  | --------------------------------------------- | ------- | - | ---- | - | ------- | ------ |  | - | -------- | -- |  | ----- | --
|                            |  | As of and for the three months ended June 30, |        
|                            |  | 2007                                          |         |   | 2006 |   |         | Change |  |   | Change % |   
|Gross additions             |  |                                               | 61,116  |   |      |   | 59,193  |        |  |   | 1,923    |    |  | 3.2   | % 
|Net additions               |  |                                               | 6,274   |   |      |   | 15,379  |        |  |   | (9,105   | )  |  | (59.2 | )%
|Subscribers (end of period) |  |                                               | 799,394 |   |      |   | 750,332 |        |  |   | 49,062   |    |  | 6.5   | % 
|Monthly subscriber churn    |  |                                               | 2.3     | % |      |   | 2.0     | %      |  |   | (0.3     | )% |  | (15.0 | )%
|Average revenue per user    |  | $                                             | 57.98   |   |      | $ | 52.86   |        |  | $ | 5.12     |    |  | 9.7   | % 
|Cost per gross addition     |  | $                                             | 484     |   |      | $ | 440     |        |  | $ | (44      | )  |  | (10.0 | )%

Subscribers.The decrease in total net subscriber additions of 9,105 was driven by a 14,631
decline in our postpaid net subscriber additions that was partially offset by a 5,526 increase in our prepaid net subscriber additions. Gross subscriber additions in our postpaid base declined 10,389 quarter-over-quarter as a result of an
appreciable increase in both access and equipment pricing on our month-to-month rate plan offerings, which are sold primarily to credit-challenged subscribers. Involuntary deactivations due to non-payment in our postpaid base increased
quarter-over-quarter due to a growing subscriber base and higher churn on the month-to-month plans. Voluntary subscriber deactivations in our postpaid base declined quarter-over-quarter due to an increase in the percentage of postpaid subscribers
under contract from 85% to 87%. Prepaid gross additions increased 12,312 quarter-over-quarter and prepaid deactivations increased 6,786 quarter-over-quarter, as we did not offer a prepaid product during the three months ending June 30, 2006. As
of June 30, 2007, our postpaid subscriber base of 783,528 included 33,870 subscribers on the month-to-month offerings, and our prepaid subscriber base included 15,866 subscribers. The 49,062 increase in total subscribers was attributable to net
subscriber additions from July 1, 2006 through June 30, 2007.



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Monthly Subscriber Churn. Our monthly postpaid subscriber churn was 2.0% for both the three months
ended June 30, 2007 and June 30, 2006. These percentages include churn on the above-mentioned month-to-month rate plans. Subscriber churn on these plans was 7.1% for the three months ended June 30, 2007 and 4.2% for the three months
ended June 30, 2006. Prepaid subscriber churn was 17.3% for the three months ended June 30, 2007, and there was no comparable data for the three months ended June 30, 2006 because we did not offer a prepaid product during that period.
As a result, our consolidated subscriber churn increased from 2.0% for the three months ended June 30, 2006 to 2.3% for the three months ended June 30, 2007. We believe that churn in the continental U.S. segment may increase slightly in
the near term due to an increased prepaid customer base, which generally has a higher rate of churn.

Average Revenue Per User.Average revenue per user, or 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. The ARPU increase of $5.12 was primarily the result of an increase in average revenue from usage of features offered for
additional fees and an increase in average access revenue per subscriber. The increase in average feature revenue was primarily the result of subscribers increasing their usage of our data offerings, such as short message service, or SMS, and
downloadable ring tones. The increase in average access revenue was primarily the result of higher access points on add-a-line activations. In addition, miscellaneous revenue also increased due to higher fees charged to delinquent paying
subscribers. The above discussion is on a consolidated subscriber basis; postpaid ARPU and prepaid ARPU were $58.41 and $31.85, respectively, for the three months ended June 30, 2007. As a result of the anticipated mix of new rate plan
offerings, we expect ARPU to remain relatively flat in the foreseeable future. For more details regarding our calculation of ARPU, refer to Reconciliation of Non-GAAP Financial Measures below.

Cost Per Gross Addition.Cost per gross addition, or 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 revenues) and selling expenses (exclusive of the non-cash compensation portion of the selling expenses) related to adding new subscribers by
total gross subscriber additions during the relevant period. The CPGA increase of $44, or 10.0%, was primarily the result of higher advertising and promotional spending and higher equipment margin per gross addition. These increases were partially
offset by higher gross additions to leverage the fixed selling costs for the period. For more details regarding our calculation of CPGA, refer to Reconciliation of Non-GAAP Financial Measures below.

Continental U.S. Results from Operations



|                                               |  |                                     |         |      |   |         |          |  |   |          |   |  |       |   
|---------------------------------------------- |  | ----------------------------------- | ------- | ---- | - | ------- | -------- |  | - | -------- | - |  | ----- | --
|                                               |  | For the three months ended June 30, |        
|(Dollars in thousands)                         |  | 2007                                |         | 2006 |   |         | Change $ |  |   | Change % |  
|Revenue:                                       |  |                                     |         |      |   |         |          |  |   |          |   |  |       |   
|Service                                        |  | $                                   | 138,195 |      | $ | 117,778 |          |  | $ | 20,417   |   |  | 17.3  | % 
|Roaming                                        |  |                                     | 21,613  |      |   | 17,692  |          |  |   | 3,921    |   |  | 22.2  | % 
|Equipment                                      |  |                                     | 15,019  |      |   | 16,787  |          |  |   | (1,768   | ) |  | (10.5 | )%
|                                               |  |                                     |         |      |   |         |          |  |   |          |   |  |       |   
|Total revenue                                  |  |                                     | 174,827 |      |   | 152,257 |          |  |   | 22,570   |   |  | 14.8  | % 
|Operating expenses                             |  |                                     |         |      |   |         |          |  |   |          |   |  |       |   
|Cost of service                                |  |                                     | 54,587  |      |   | 55,879  |          |  |   | 1,292    |   |  | 2.3   | % 
|Cost of equipment                              |  |                                     | 22,440  |      |   | 22,276  |          |  |   | (164     | ) |  | (0.7  | )%
|Selling, general and administrative            |  |                                     | 66,897  |      |   | 59,863  |          |  |   | (7,034   | ) |  | (11.8 | )%
|Termination benefits and other related charges |  |                                     |        |      |   | 658     |          |  |   | 658      |   |  | 100.0 | % 
|Depreciation, asset disposal and amortization  |  |                                     | 21,629  |      |   | 87,181  |          |  |   | 65,552   |   |  | 75.2  | % 
|                                               |  |                                     |         |      |   |         |          |  |   |          |   |  |       |   
|Total operating expenses                       |  |                                     | 165,553 |      |   | 225,857 |          |  |   | 60,304   |   |  | 26.7  | % 
|Income (loss) from operations                  |  | $                                   | 9,274   |      | $ | (73,600 | )        |  | $ | 82,874   |   |  | 112.6 | % 



Revenue.Service
revenue increased by $20.4 million, or 17.3%, for the three months ended June 30, 2007 compared to the three months ended June 30, 2006, primarily as a result of an $8.1 million increase in access revenue resulting primarily from a larger
subscriber base and a higher average access point, increased revenue of $8.3 million generated from enhanced features offered for a fee, such as SMS messaging and downloadable ring tones, and a $1.5 million increase in miscellaneous revenue
attributable to higher late fees charged to delinquent paying subscribers. We expect subscriber growth to continue and hence, we expect service revenue to increase in the foreseeable future. The $3.9 million, or 22.2%, increase in roaming revenue
was primarily due to increased roaming minutes of use period over period. See Liquidity and Capital Resources for a discussion on our expected decline in roaming revenue. Equipment revenue includes the revenue earned on the sale of
handsets and handset accessories to new and existing subscribers. The equipment revenue decrease of $1.8 million, or 10.5%, was primarily due to decreased revenue on new activations and handset upgrades for existing customers.



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Cost of Service.Cost of service for the three months ended June 30, 2007 decreased by $1.3
million, or 2.3%, compared to the same period of 2006. This decrease was largely the result of a $1.8 million decrease in interconnect costs as a result of decommissioning our TDMA network during 2006, which resulted in network efficiencies and a
corresponding reduction in costs, and a $0.5 million decrease in cell site costs due primarily to the sale of our Athens market. These decreases were partially offset by a $1.5 million increase in incollect roaming costs (costs associated with our
subscribers roaming on other carriers networks) attributable to the growth of our subscriber base. 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 39.5% and 47.4% for the quarters ended June 30, 2007 and 2006, respectively. This decrease of 7.9% was primarily attributable to increased service revenue
and the declines in interconnect and cell site costs. Cost of service as a percentage of service revenue may decline in the future, as we expect to continue to leverage the fixed components of cost of service, such as cell site rent, against
increased revenue.

Cost of Equipment. Cost of equipment increased slightly in the second quarter of 2007 compared to the same
period of 2006. The increase was due to higher gross subscriber additions, partially offset by the absence of equipment costs incurred during the second quarter of 2006 to migrate subscribers from TDMA to GSM/GPRS technology.

Selling, General and Administrative Expense.Selling, general and administrative expense increased $7.0 million, or 11.8%, for the three months
ended June 30, 2007 compared to the same period of 2006. The increase was primarily due to a $5.2 million increase in general and administrative expense (excluding non-cash compensation), which resulted from higher bad debt expense of $4.0
million. The higher bad debt expense was due to a larger subscriber base and rate plan offerings to more credit-challenged customers. Also contributing to the higher general and administrative expense was an increase in handset upgrades provided to
existing subscribers in exchange for a contract extension, which resulted in $1.1 million of incremental commission expense. Advertising spending increased by $1.5 million for the quarter ended June 30, 2007, compared to the same period of
2006. Commission expense increased $0.7 million due to higher gross additions and distribution channel mix. These increases were partially offset by a $0.3 million decrease in non-cash compensation expense due to the lower market price of stock
grants. 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 29.6% and 30.4% for the quarters ended June 30,
2007 and 2006, respectively. This decrease was primarily the result of greater service revenue for the three months ended June 30, 2007. This percentage may decline in the future, as we expect to leverage our fixed general and administrative
costs, such as headcount and facilities costs, against increased revenue.

Termination Benefit Expense.We did not incur any
termination benefit expense for the second quarter of 2007. We incurred termination benefit expense of $0.7 million for the same period of 2006 related to the reorganization of our continental U.S. operations.

Depreciation, Asset Disposal and Amortization Expense.Depreciation, asset disposal and amortization expense decreased by $65.6
million, or 75.2%, for the three months ended June 30, 2007 compared to the same period of 2006. This decrease was primarily due to there being no incremental depreciation expense on our TDMA equipment, which was fully depreciated as of
June 30, 2006 and was decommissioned during the fourth quarter of 2006.

Puerto Rico and U.S. Virgin Islands segment operations

The table below summarizes the key metrics of our Puerto Rico and U.S. Virgin Islands segment operations as of and for the
three months ended June 30, 2007 and 2006.



|                            |  |                                               |         |   |      |   |         |        |  |   |          |   |  |       |   
|--------------------------- |  | --------------------------------------------- | ------- | - | ---- | - | ------- | ------ |  | - | -------- | - |  | ----- | --
|                            |  | As of and for the three months ended June 30, |        
|                            |  | 2007                                          |         |   | 2006 |   |         | Change |  |   | Change % |  
|Gross additions             |  |                                               | 34,730  |   |      |   | 32,938  |        |  |   | 1,792    |   |  | 5.4   | % 
|Net additions               |  |                                               | 9,854   |   |      |   | 8,950   |        |  |   | 904      |   |  | 10.1  | % 
|Subscribers (end of period) |  |                                               | 337,572 |   |      |   | 281,111 |        |  |   | 56,461   |   |  | 20.1  | % 
|Monthly subscriber churn    |  |                                               | 2.5     | % |      |   | 2.9     | %      |  |   | 0.4      | % |  | 13.8  | % 
|Average revenue per user    |  | $                                             | 55.38   |   |      | $ | 52.97   |        |  | $ | 2.41     |   |  | 4.5   | % 
|Cost per gross addition     |  | $                                             | 416     |   |      | $ | 351     |        |  | $ | (65      | ) |  | (18.5 | )%

Subscribers.The increase in net subscribers additions of 904 was due to a 1,792 increase
in gross subscriber additions, offset partially by higher subscriber deactivations (at a lower churn rate). The increase in subscriber deactivations period over period was primarily the result of higher involuntary deactivations due to non-payment.
The increase in total subscribers was attributable to net subscriber additions resulting from July 1, 2006 through June 30, 2007.



Monthly Subscriber Churn.The decrease in monthly subscriber churn stemmed from increased leverage due to a higher average subscriber base,
partially offset by increased involuntary subscriber deactivations due to non-payment during the three months ended June 30, 2007, as compared to the same period of 2006. As a result of contractual obligations with customers, we expect that the
subscriber churn of our Puerto Rico and U.S. Virgin Islands segment may remain relatively flat in the near term.



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##### Table of Contents

Average Revenue Per User.The ARPU increase was primarily the result of an increase in the usage
of features for additional fees and an increase in average billed airtime revenue per subscriber, partially offset by a decrease in average billed access revenue per subscriber. The increase in average feature revenue was primarily the result of
subscribers increasing their usage of our data offerings, such as SMS messaging and downloadable ring tones. The increase in average airtime revenue was the result of higher billable minutes of use. The decline in average access revenue was the
result of adding new subscribers on lower-priced rate plans. As a result of the anticipated mix of new rate plan offerings, we expect ARPU to remain relatively flat in the foreseeable future.

Cost Per Gross Addition.The CPGA increase of $65, or 18.5%, was primarily due to higher spending on advertising and promotional costs, higher
commission expense due to volume incentives on higher gross additions and higher equipment margin, partially offset by higher gross additions to leverage our fixed selling costs for the period ended June 30, 2007 as compared to the same period
of last year.

Puerto Rico and U.S. Virgin Islands Results from Operations



|                                              |  |                                     |        |      |   |          |  |   |          |   |  |       |   
|--------------------------------------------- |  | ----------------------------------- | ------ | ---- | - | -------- |  | - | -------- | - |  | ----- | --
|                                              |  | For the three months ended June 30, |       
|(Dollars in thousands)                        |  | 2007                                |        | 2006 |   | Change $ |  |   | Change % |  
|Revenue:                                      |  |                                     |        |      |   |          |  |   |          |   |  |       |   
|Service                                       |  | $                                   | 57,479 |      | $ | 46,652   |  | $ | 10,827   |   |  | 23.2  | % 
|Roaming                                       |  |                                     | 3,486  |      |   | 1,827    |  |   | 1,659    |   |  | 90.8  | % 
|Equipment                                     |  |                                     | 6,662  |      |   | 5,952    |  |   | 710      |   |  | 11.9  | % 
|                                              |  |                                     |        |      |   |          |  |   |          |   |  |       |   
|Total revenue                                 |  |                                     | 67,627 |      |   | 54,431   |  |   | 13,196   |   |  | 24.2  | % 
|Operating expenses                            |  |                                     |        |      |   |          |  |   |          |   |  |       |   
|Cost of service                               |  |                                     | 11,675 |      |   | 10,838   |  |   | (837     | ) |  | (7.7  | )%
|Cost of equipment                             |  |                                     | 12,352 |      |   | 9,994    |  |   | (2,358   | ) |  | (23.6 | )%
|Selling, general and administrative           |  |                                     | 24,128 |      |   | 23,270   |  |   | (858     | ) |  | (3.7  | )%
|Depreciation, asset disposal and amortization |  |                                     | 6,549  |      |   | 8,039    |  |   | 1,490    |   |  | 18.5  | % 
|                                              |  |                                     |        |      |   |          |  |   |          |   |  |       |   
|Total operating expenses                      |  |                                     | 54,704 |      |   | 52,141   |  |   | (2,563   | ) |  | (4.9  | )%
|Income from operations                        |  | $                                   | 12,923 |      | $ | 2,290    |  | $ | 10,633   |   |  | 464.3 | % 

Revenue.Service revenue increased $10.8 million, or 23.2%, for the three months ended
June 30, 2007 compared to the same period of 2006 primarily due to an increased number of subscribers, which resulted in increased access revenue of $5.3 million. In addition, feature revenue increased by $3.3 million as a result of additional
usage of features offered for an additional fee, such as SMS messaging and downloadable ring tones. We expect subscriber growth to continue and hence, we expect service revenue to increase in the foreseeable future. The increase in roaming revenue
was due to a higher rate per minute of use and increased minutes of use on our network. See Liquidity and Capital Resources for a discussion on our expected decline in roaming revenue. Equipment sales revenue increased due to increased
transactions with existing subscribers.

Cost of Service.Cost of service increased by $0.8 million, or 7.7%, for the three months
ended June 30, 2007 compared to the same period of 2006. The increase was the result of increased incollect costs of $0.4 million due to higher minutes of use and increased handset insurance costs of $1.2 million resulting from a larger
subscriber base, partially offset by reduced interconnect expenses of $1.2 million due to the redesign of our network to more efficiently carry our traffic. 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 20.3% and 23.2% for the quarters ended June 30, 2007 and 2006, respectively. The decrease of 2.9% was
primarily attributable to increased service revenue. Cost of service as a percentage of service revenue may decline in the future, as we expect to continue to leverage the fixed components of cost of service, such as cell site rent, against
increased revenue.

Cost of Equipment. Cost of equipment increased $2.4 million, or 23.6%, for the three months ended June 30,
2007 compared to the same period of last year. This increase was primarily due to higher equipment costs for new activations due to increased gross subscriber additions period over period and increased transactions with existing subscribers, such as
upgrades.

Selling, General and Administrative Expense.Selling, general and administrative expense increased $0.9 million for the
three months ended June 30, 2007 compared to the same period of 2006. The increase was primarily due to increased advertising and promotional costs of $1.0 million and higher commission expense of $0.5 million due to higher gross additions.
These increases were partially offset by decreased bad debt expense of $0.5 million due to improved collection efforts. As a result of the variable



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##### Table of Contents

components of selling, general and administrative expense, such as customer care personnel and billing costs, our selling, general and administrative expense
may increase as a function of the growth of our subscriber base. General and administrative expense as a percentage of service revenue was 23.7% and 30.5% for the quarter ended June 30, 2007 and 2006, respectively. The decline of 6.8% was due
primarily to increased service revenue. This percentage may continue 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.

Depreciation, Asset Disposal and Amortization Expense.Depreciation, asset disposal and amortization expense decreased by $1.5
million, or 18.5%, for the three months ended June 30, 2007 compared to the same period of 2006. This decrease was primarily due to decreased amortization of our subscriber list intangibles, which are amortized based on the expected turnover
rate of the associated subscriber base. As the subscriber base decreases due to turnover, the related amortization decreases proportionately.

Consolidated operations

Interest Expense.Interest expense was $37.2 million, net of
capitalized interest of $0.3 million, for the three months ended June 30, 2007. Interest expense was $38.2 million, net of capitalized interest of $0.3 million, for the three months ended June 30, 2006. The decrease of $1.0 million
primarily related to the retirement of $731.6 million principal amount of the SunCom Wireless subordinated notes effective June 25, 2007 (see Note 2 of our consolidated financial statements). We had a weighted average interest rate of 8.59% and
8.69% for the three months ended June 30, 2007 and 2006, respectively, on our average obligation for our senior and subordinated debt as well as our senior secured term loan.

Interest and Other Income.Interest and other income was $2.4 million for the three months ended June 30, 2007, a decrease of $0.3 million,
compared to $2.7 million for the same period of 2006. This decrease was primarily due to lower average daily cash and short-term investment balances for the quarter ended June 30, 2007.

Loss on Debt-for-Equity Exchange.We incurred a $14.2 million loss during the quarter ended June 30, 2007 as a result of our debt-for-equity
exchange (see Note 2 of our consolidated financial statements). There was no loss for the same period ended June 30, 2006.

Income
Tax Expense.Income tax expense was $3.8 million for the three months ended June 30, 2007, a decrease of $0.1 million compared to $3.9 million for the same period of 2006. We continue to recognize a deferred tax liability associated with
our licensing costs. Pursuant to our adoption of SFAS 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 $30.6 million and $110.6 million for the three months ended June 30, 2007 and 2006, respectively. The net loss decrease of $80.0 million resulted from improved operations.

Six Months Ended June 30, 2007 Compared to the Six Months Ended June 30, 2006

Consolidated operations

The table below
summarizes the consolidated key metrics of our operations as of and for the six months ended June 30, 2007 and 2006. These results are further described in our segment discussions.



|                            |  |                                             |           |   |      |   |           |        |  |   |          |   |  |       |   
|--------------------------- |  | ------------------------------------------- | --------- | - | ---- | - | --------- | ------ |  | - | -------- | - |  | ----- | --
|                            |  | As of and for the six months ended June 30, |          
|                            |  | 2007                                        |           |   | 2006 |   |           | Change |  |   | Change % |  
|Gross additions             |  |                                             | 203,697   |   |      |   | 208,446   |        |  |   | (4,749   | ) |  | (2.3  | )%
|Net additions               |  |                                             | 49,774    |   |      |   | 65,621    |        |  |   | (15,847  | ) |  | (24.1 | )%
|Subscribers (end of period) |  |                                             | 1,136,966 |   |      |   | 1,031,443 |        |  |   | 105,523  |   |  | 10.2  | % 
|Monthly subscriber churn    |  |                                             | 2.3       | % |      |   | 2.4       | %      |  |   | 0.1      | % |  | 4.2   | % 
|Average revenue per user    |  | $                                           | 56.46     |   |      | $ | 52.23     |        |  | $ | 4.23     |   |  | 8.1   | % 
|Cost per gross addition     |  | $                                           | 429       |   |      | $ | 394       |        |  | $ | (35      | ) |  | (8.9  | )%

Continental U.S. segment operations

The table below summarizes the key metrics of our continental U.S. segment operations as of and for the six months ended June 30, 2007 and 2006.



25



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##### Table of Contents

|                            |  |                                             |         |   |      |   |         |        |  |   |          |    |  |       |   
|--------------------------- |  | ------------------------------------------- | ------- | - | ---- | - | ------- | ------ |  | - | -------- | -- |  | ----- | --
|                            |  | As of and for the six months ended June 30, |        
|                            |  | 2007                                        |         |   | 2006 |   |         | Change |  |   | Change % |   
|Gross additions             |  |                                             | 129,222 |   |      |   | 138,153 |        |  |   | (8,931   | )  |  | (6.5  | )%
|Net additions               |  |                                             | 26,410  |   |      |   | 51,361  |        |  |   | (24,951  | )  |  | (48.6 | )%
|Subscribers (end of period) |  |                                             | 799,394 |   |      |   | 750,332 |        |  |   | 49,062   |    |  | 6.5   | % 
|Monthly subscriber churn    |  |                                             | 2.2     | % |      |   | 2.0     | %      |  |   | (0.2     | )% |  | (10.0 | )%
|Average revenue per user    |  | $                                           | 57.33   |   |      | $ | 52.05   |        |  | $ | 5.28     |    |  | 10.1  | % 
|Cost per gross addition     |  | $                                           | 453     |   |      | $ | 421     |        |  | $ | (32      | )  |  | 7.6   | % 

Subscribers.The decrease in total net subscriber additions of 24,951 was driven by a
37,035 decline in our postpaid net subscriber additions that was partially offset by a 12,084 increase in our prepaid net subscriber additions. Gross subscriber additions in our postpaid base declined 30,410 period-over-period as a result of an
appreciable increase in both access and equipment pricing on our month-to-month rate plan offerings, which are sold primarily to credit-challenged subscribers. Involuntary deactivations due to non-payment in our postpaid base increased
period-over-period due to a growing subscriber base and higher churn on the month-to-month plans. Voluntary subscriber deactivations in our postpaid base declined period-over-period due to an increase in the percentage of postpaid subscribers under
contract from 85% to 87%. Prepaid gross additions increased 21,479 period-over-period and prepaid deactivations increased 9,396 period-over-period, as we did not offer a prepaid product during the six months ending June 30, 2006. As of
June 30, 2007, our postpaid subscriber base of 783,528 included 33,870 subscribers on the month-to-month offerings, and our prepaid subscriber base included 15,866 subscribers. The 49,062 increase in total subscribers was attributable to net
subscriber additions from July 1, 2006 through June 30, 2007.

Monthly Subscriber Churn. Our monthly postpaid subscriber
churn was 2.0% for both the six months ended June 30, 2007 and June 30, 2006. These percentages include churn on the above-mentioned month-to-month rate plans. Subscriber churn on these plans was 6.1% for the six months ended June 30,
2007 and 4.2% for the six months ended June 30, 2006. Prepaid subscriber churn was 15.5% for the six months ended June 30, 2007, and there was no comparable data for the six months ended June 30, 2006 because we did not offer a
prepaid product during that period. As a result, our consolidated subscriber churn increased from 2.0% for the six months ended June 30, 2006 to 2.2% for the six months ended June 30, 2007.

Average Revenue Per User.The ARPU increase of $5.28 was primarily the result of an increase in average revenue from usage of features offered for
additional fees and an increase in average access revenue per subscriber. The increase in average feature revenue was primarily the result of subscribers increasing their usage of our data offerings and the increase in average access revenue was
primarily the result of higher access points on add-a-line activations. In addition, miscellaneous revenue also increased due to higher fees charged to delinquent paying subscribers. The above discussion is on a consolidated subscriber basis;
postpaid ARPU and prepaid ARPU were $57.69 and $29.99, respectively, for the six months ended June 30, 2007.

Cost Per Gross
Addition.The CPGA increase of $32, or 7.6%, was primarily the result of higher advertising and promotional spending, higher equipment margin and higher fixed selling costs per gross subscriber addition due to lower gross additions to leverage
the fixed costs for the period.

Continental U.S. Results from Operations



|                                               |  |                                   |         |      |   |          |          |  |   |          |   |  |       |   
|---------------------------------------------- |  | --------------------------------- | ------- | ---- | - | -------- | -------- |  | - | -------- | - |  | ----- | --
|                                               |  | For the six months ended June 30, |        
|(Dollars in thousands)                         |  | 2007                              |         | 2006 |   |          | Change $ |  |   | Change % |  
|Revenue:                                       |  |                                   |         |      |   |          |          |  |   |          |   |  |       |   
|Service                                        |  | $                                 | 271,155 |      | $ | 227,835  |          |  | $ | 43,320   |   |  | 19.0  | % 
|Roaming                                        |  |                                   | 40,386  |      |   | 35,547   |          |  |   | 4,839    |   |  | 13.6  | % 
|Equipment                                      |  |                                   | 33,229  |      |   | 36,912   |          |  |   | (3,683   | ) |  | (10.0 | )%
|                                               |  |                                   |         |      |   |          |          |  |   |          |   |  |       |   
|Total revenue                                  |  |                                   | 344,770 |      |   | 300,294  |          |  |   | 44,476   |   |  | 14.8  | % 
|Operating expenses                             |  |                                   |         |      |   |          |          |  |   |          |   |  |       |   
|Cost of service                                |  |                                   | 106,666 |      |   | 112,809  |          |  |   | 6,143    |   |  | 5.4   | % 
|Cost of equipment                              |  |                                   | 48,840  |      |   | 50,803   |          |  |   | 1,963    |   |  | 3.9   | % 
|Selling, general and administrative            |  |                                   | 130,577 |      |   | 123,534  |          |  |   | (7,043   | ) |  | (5.7  | )%
|Termination benefits and other related charges |  |                                   |        |      |   | 1,556    |          |  |   | 1,556    |   |  | 100.0 | % 
|Depreciation, asset disposal and amortization  |  |                                   | 46,672  |      |   | 175,657  |          |  |   | 128,985  |   |  | 73.4  | % 
|                                               |  |                                   |         |      |   |          |          |  |   |          |   |  |       |   
|Total operating expenses                       |  |                                   | 332,755 |      |   | 464,359  |          |  |   | 131,604  |   |  | 28.3  | % 
|Income (loss) from operations                  |  | $                                 | 12,015  |      | $ | (164,065 | )        |  | $ | 176,080  |   |  | 107.3 | % 



Revenue.Service
revenue increased by $43.3 million, or 19.0%, for the six months ended June 30, 2007 compared to the six months ended June 30, 2006, primarily as a result of a $19.2 million increase in access revenue resulting primarily from a larger



26



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##### Table of Contents

subscriber base and a higher average access point, increased revenue of $15.2 million generated from enhanced features offered for a fee and a $3.1 million
increase in miscellaneous revenue attributable to higher late fees charged to delinquent paying subscribers. The increase in roaming revenue was primarily due to increased roaming minutes of use period over period. The equipment revenue decrease was
primarily due to decreased revenue on new activations and handset upgrades for existing customers.

Cost of Service.Cost of service
for the six months ended June 30, 2007 decreased by $6.1 million, or 5.4%, compared to the same period of 2006. This decrease was largely the result of a $3.6 million decrease in interconnect costs as a result of decommissioning our TDMA
network during 2006, which resulted in network efficiencies and a corresponding reduction of costs, a $0.9 million decrease in cell site costs due to the sale of our Athens market and a $1.1 million decrease in toll costs due to a lower rate per
minute of use. Cost of service as a percentage of service revenue was 39.3% and 49.5% for the six months ended June 30, 2007 and 2006, respectively. This decrease of 10.2% was primarily attributable to increased service revenue and the declines
in interconnect, toll and cell site cost.

Cost of Equipment. Cost of equipment decreased $2.0 million in the six months ended
June 30, 2007 compared to the same period of 2006. The decrease was due to lower gross subscriber additions and the absence of equipment costs incurred during the first six months of 2006 to migrate subscribers from TDMA to GSM/GPRS technology.

Selling, General and Administrative Expense.Selling, general and administrative expense increased $7.0 million, or 5.7%, for the
six months ended June 30, 2007 compared to the same period of 2006. The increase was primarily due to a $9.1 million increase in general and administrative expense (excluding non-cash compensation), which resulted from higher bad debt expense
of $6.0 million. The higher bad debt expense was due to a larger subscriber base and rate plan offerings to more credit-challenged customers. Also contributing to the higher general and administrative expense was an increase in the number of handset
upgrades provided to existing subscribers in exchange for a contract extension, which resulted in $2.0 million of incremental commission expense. In addition, advertising spending increased by $0.5 million for the six months ended June 30,
2007, compared to the same period of 2006. This increase was partially offset by a $1.8 million decrease in non-cash compensation expense due to the lower market price of stock grants and a $0.5 million decrease in commissions as the result of lower
gross subscriber additions. General and administrative expense as a percentage of service revenue was 29.2% and 31.4% for the six months ended June 30, 2007 and 2006, respectively. This decrease was primarily the result of greater service
revenue for the six months ended June 30, 2007.

Termination Benefit Expense.We did not incur any termination benefit expense
for the six months ended June 30, 2007. We incurred termination benefit expense of $1.6 million for the same period of 2006 related to the reorganization of our continental U.S. operations.

Depreciation, Asset Disposal and Amortization Expense.Depreciation, asset disposal and amortization expense decreased by $129.0
million, or 73.4%, for the six months ended June 30, 2007 compared to the same period of 2006. This decrease was primarily due to there being no incremental depreciation expense on our TDMA equipment, which was fully depreciated as of
June 30, 2006 and was decommissioned during the fourth quarter of 2006.

Puerto Rico and U.S. Virgin Islands segment operations

The table below summarizes the key metrics of our Puerto Rico and U.S. Virgin Islands segment operations as of and for the six
months ended June 30, 2007 and 2006.



|                            |  |                                             |         |   |      |   |         |        |  |   |          |   |  |       |   
|--------------------------- |  | ------------------------------------------- | ------- | - | ---- | - | ------- | ------ |  | - | -------- | - |  | ----- | --
|                            |  | As of and for the six months ended June 30, |        
|                            |  | 2007                                        |         |   | 2006 |   |         | Change |  |   | Change % |  
|Gross additions             |  |                                             | 74,475  |   |      |   | 70,293  |        |  |   | 4,182    |   |  | 5.9   | % 
|Net additions               |  |                                             | 23,364  |   |      |   | 14,260  |        |  |   | 9,104    |   |  | 63.8  | % 
|Subscribers (end of period) |  |                                             | 337,572 |   |      |   | 281,111 |        |  |   | 56,461   |   |  | 20.1  | % 
|Monthly subscriber churn    |  |                                             | 2.6     | % |      |   | 3.4     | %      |  |   | 0.8      | % |  | 23.5  | % 
|Average revenue per user    |  | $                                           | 54.36   |   |      | $ | 52.71   |        |  | $ | 1.65     |   |  | 3.1   | % 
|Cost per gross addition     |  | $                                           | 388     |   |      | $ | 341     |        |  | $ | (47      | ) |  | (13.8 | )%

Subscribers.The increase in net subscriber additions of 9,104 was due to a 4,182 increase
in gross subscriber additions and lower subscriber churn. The lower year-over-year subscriber churn was the result of decreased voluntary deactivations. The increase in total subscribers was attributable to net subscriber additions resulting from
July 1, 2006 through June 30, 2007.

Monthly Subscriber Churn.The decrease in monthly subscriber churn stemmed from
increased leverage due to a higher average subscriber base and decreased voluntary subscriber deactivations resulting from the reduced impact of migrating our remaining Puerto Rico TDMA subscribers to our GSM/GPRS technology during the first quarter
of 2006.



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##### Table of Contents

Average Revenue Per User.The ARPU increase was primarily the result of an increase in the usage
of features for additional fees, partially offset by a decrease in average billed access revenue per subscriber. The increase in average feature revenue was primarily the result of subscribers increasing their usage of our data offerings, such as
SMS and downloadable ring tones. The decline in average access revenue was the result of adding new subscribers on lower-priced rate plans.

Cost Per Gross Addition.The CPGA increase of $47, or 13.8%, was primarily due to higher spending on advertising and promotional costs and higher equipment margin for the six months ended June 30, 2007 as compared to the same
period of last year.

Puerto Rico and U.S. Virgin Islands Results from Operations



|                                              |  |                                   |         |      |   |         |          |  |   |          |   |  |       |   
|--------------------------------------------- |  | --------------------------------- | ------- | ---- | - | ------- | -------- |  | - | -------- | - |  | ----- | --
|                                              |  | For the six months ended June 30, |        
|(Dollars in thousands)                        |  | 2007                              |         | 2006 |   |         | Change $ |  |   | Change % |  
|Revenue:                                      |  |                                   |         |      |   |         |          |  |   |          |   |  |       |   
|Service                                       |  | $                                 | 110,954 |      | $ | 92,062  |          |  | $ | 18,892   |   |  | 20.5  | % 
|Roaming                                       |  |                                   | 6,715   |      |   | 5,438   |          |  |   | 1,277    |   |  | 23.5  | % 
|Equipment                                     |  |                                   | 12,935  |      |   | 10,786  |          |  |   | 2,149    |   |  | 19.9  | % 
|                                              |  |                                   |         |      |   |         |          |  |   |          |   |  |       |   
|Total revenue                                 |  |                                   | 130,604 |      |   | 108,286 |          |  |   | 22,318   |   |  | 20.6  | % 
|Operating expenses                            |  |                                   |         |      |   |         |          |  |   |          |   |  |       |   
|Cost of service                               |  |                                   | 22,528  |      |   | 21,856  |          |  |   | (672     | ) |  | (3.1  | )%
|Cost of equipment                             |  |                                   | 24,819  |      |   | 20,688  |          |  |   | (4,131   | ) |  | (20.0 | )%
|Selling, general and administrative           |  |                                   | 48,873  |      |   | 48,193  |          |  |   | (680     | ) |  | (1.4  | )%
|Depreciation, asset disposal and amortization |  |                                   | 13,486  |      |   | 34,566  |          |  |   | 21,080   |   |  | 61.0  | % 
|                                              |  |                                   |         |      |   |         |          |  |   |          |   |  |       |   
|Total operating expenses                      |  |                                   | 109,706 |      |   | 125,303 |          |  |   | 15,597   |   |  | 12.4  | % 
|Income (loss) from operations                 |  | $                                 | 20,898  |      | $ | (17,017 | )        |  | $ | 37,915   |   |  | 222.8 | % 

Revenue.Service revenue increased $18.9 million, or 20.5%, for the six months ended
June 30, 2007 compared to the same period of 2006 primarily due to an increased number of subscribers, which resulted in increased access revenue of $10.1 million. In addition, feature revenue increased by $5.5 million as a result of additional
usage of features offered for an additional fee. The increase in roaming revenue was due to increased minutes of use on our network. Equipment sales revenue increased due to increased transactions with existing subscribers.

Cost of Service.Cost of service increased by $0.7 million, or 3.1%, for the six months ended June 30, 2007 compared to the same period of
2006. The increase was the result of increased incollect costs of $1.0 million due to higher minutes of use and increased handset insurance costs of $1.9 million resulting from a larger subscriber base, partially offset by reduced interconnect
expenses of $2.5 million due to redesigning our network to more efficiently carry our traffic. Cost of service as a percentage of service revenue was 20.3% and 23.7% for the six months ended June 30, 2007 and 2006, respectively. The decrease of
3.4% was primarily attributable to increased service revenue.

Cost of Equipment. Cost of equipment increased $4.1 million, or
20.0%, for the six months ended June 30, 2007 compared to the same period of last year. This increase was primarily due to higher equipment costs for new activations due to increased gross subscriber additions period over period and increased
transactions with existing subscribers, such as upgrades.

Selling, General and Administrative Expense.Selling, general and
administrative expense increased $0.7 million for the six months ended June 30, 2007 compared to the same period of 2006. The increase was primarily due to increased advertising and promotional costs of $2.3 million and higher commission
expense of $0.5 million due to higher gross additions. These increases were partially offset by a $2.3 million decrease in general and administrative expense as a result of reduced bad debt expense of $2.0 million due to improved collection efforts.
General and administrative expense as a percentage of service revenue was 24.8% and 32.5% for the six months ended June 30, 2007 and 2006, respectively. The decline of 7.7% was due primarily to increased service revenue and decreased general
and administrative expense as discussed above.

Depreciation, Asset Disposal and Amortization Expense.Depreciation, asset
disposal and amortization expense decreased by $21.1 million, or 61.0%, for the six months ended June 30, 2007 compared to the same period of 2006. This decrease was primarily due to there being no depreciation expense on our TDMA equipment,
which was decommissioned during the first quarter of 2006, and fully depreciated as of March 31, 2006.



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Consolidated operations

Interest Expense.Interest expense was $75.5 million, net of capitalized interest of $0.6 million, for the six months ended June 30,
2007. Interest expense was $75.9 million, net of capitalized interest of $0.7 million, for the six months ended June 30, 2006. The decrease of $0.4 million relates primarily to the retirement of our subordinated notes in the principal amount of
$731.6 million during the second quarter of 2007 (see Note 2 of our consolidated financial statements for more information).

We had a
weighted average interest rate of 8.67% for the six months ended June 30, 2007 on our average obligation for our senior and subordinated debt as well as our senior secured term loan, compared with an 8.66% weighted average interest rate for the
six months ended June 30, 2006.

Loss on Debt-for-Equity Exchange. We incurred a $14.2 million loss for the six months ended
June 30, 2007 as a result of our debt-for-equity exchange (see Note 2 of our consolidated financial statements for more information). There was no loss for the six months ended June 30, 2006.

Interest and Other Income.Interest and other income was $4.7 million for the six months ended June 30, 2007, an increase of $0.4 million,
compared to $4.3 million for the six months ended June 30, 2006. This increase was primarily due to higher average daily cash and short-term investment balances for the six months ended June 30, 2007.

Income Tax Expense.Income tax expense was $6.6 million for the six months ended June 30, 2007, a decrease of $0.6 million, compared to $7.2
million for the six months ended June 30, 2006.

Net Loss.Net loss was $58.7 million and $259.9
million for the six months ended June 30, 2007 and 2006, respectively. The net loss decrease of $201.2 million primarily resulted from improved operational results.

Liquidity and Capital Resources

As of June 30, 2007, we had $54.2 million in cash and cash
equivalents compared to $36.9 million as of December 31, 2006. In addition, we had $119.9 million of short-term investments as of June 30, 2007, compared to $154.6 million as of December 31, 2006. We also held $1.7 million of
restricted cash and short-term investments as of June 30, 2007 and December 31, 2006, which is pledged as collateral for our surety bonds on our cell site lease agreements. Net working capital was $198.2 million as of June 30, 2007
and $181.8 million as of December 31, 2006. Cash used in operating activities was $9.2 million for the six months ended June 30, 2007, a decrease of $36.3 million, compared to $45.5 million for the six months ended June 30, 2006. The
decrease in cash used in operating activities was primarily due to increased revenue of $66.8 million and decreased cost of service expenses of $5.5 million, partially offset by an increase in cash used in working capital of $30.3 million and
increased selling, general and administrative expense (excluding non-cash compensation) of $9.5 million. Cash provided by investing activities was $45.4 million for the six months ended June 30, 2007, a decrease of $20.5 million, or 31.1%,
compared to $65.9 million for the six months ended June 30, 2006. The decrease in cash provided by investing activities was primarily related to a $71.9 million decrease in the net sales of auction rate securities. This decline was partially
offset by a net increase in proceeds from asset sales of $25.9 million, which related primarily to our tower sales and Athens sale, and a $25.8 million reduction in capital expenditures. Cash used in financing activities was $19.0 million for the
six months ended June 30, 2007, an increase of $8.0 million, compared to $11.0 million for the six months ended June 30, 2006. The increase in cash used by financing activities relates primarily to a $5.2 million increase in deferred
transaction costs related to our debt-for-equity transaction and a $3.2 million increase in the change in our bank overdraft.

In July
2007, we learned that our largest roaming partner had redirected a portion of the roaming traffic generated by its customers roaming in areas covered by our network to the networks of other wireless providers. In subsequent discussions with this
roaming partner, they estimated that this change would result in an approximately 25% decline of roaming minutes that we process for its customers compared to the second quarter of 2007. The number of minutes that we processed for its customers
throughout July 2007 substantiated the estimated decline. We estimate that this change will result in approximately $5 million less roaming revenue, on a quarterly basis, as compared to the second quarter of 2007. We expect future quarterly roaming
revenue will be comparable to the adjusted second quarter of 2007 for as long as these roaming minutes are redirected to other wireless providers. If our roaming partners were to direct additional traffic away from our network, this could result in
a further reduction of our roaming revenue. There can be no assurance that our largest roaming partner or our other roaming partners will direct roaming traffic from their customers to our network. We also would expect our cost of services would
decline in light of lower incremental variable costs, which approximate 10% to 15% of the respective revenue, associated with roaming traffic.



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Liquidity

The construction of our network and the marketing and distribution of wireless communications products and services have required, and will continue to require, substantial capital. Capital outlays have included
license acquisition costs, capital expenditures for network construction, funding of operating cash flow losses and other working capital costs, debt service and financing fees and expenses. We will have additional capital requirements, which could
be substantial, for future upgrades and advances in new technology. We believe that cash on hand and short-term investments will be sufficient to meet our projected capital and operational requirements for at least the next twelve months.

On May 15, 2007, certain SunCom Wireless subordinated note holders exchanged $731.6 million aggregate principal amount of
subordinated notes for shares of Holdings Class A common stock. See Note 2 to our consolidated financial statements for more information. After the exchange, our long-term debt, net of cash and short-term investments, decreased from $1.5
billion to $0.8 billion. However, we are still highly-leveraged and our inability to pay such debt service could result in a default on such indebtedness which, unless cured or waived, would have a material adverse effect on our liquidity and
financial position.

Reconciliation of Non-GAAP Financial Measures

We utilize certain financial measures that are not calculated in accordance with 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.

Average revenue per user

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.

Consolidated ARPU



|                                              |  |                                     |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|--------------------------------------------- |  | ----------------------------------- | --------- | - | ------------------------- | - | --------- | ---- |  | - | --------- | - |  | - | --------- | -
|                                              |  | Three Months Ended June 30,         |           |   | Six Months Ended June 30, |  
|Average revenue per user (ARPU)               |  | 2007                                |           |   | 2006                      |   |           | 2007 |  |   | 2006      |  
|                                              |  | (Dollars in thousands, except ARPU) |          
|Service revenue                               |  | $                                   | 195,674   |   |                           | $ | 164,430   |      |  | $ | 382,109   |   |  | $ | 319,897   |  
|Subscriber retention credits                  |  |                                     | 480       |   |                           |   | 189       |      |  |   | 838       |   |  |   | 445       |  
|Revenue not generated by wireless subscribers |  |                                     | (2,394    | ) |                           |   | (2,887    | )    |  |   | (4,703    | ) |  |   | (6,062    | )
|                                              |  |                                     |           |   |                           |   |           |      |  |   |           |   |  |   |           |  
|Adjusted service revenue                      |  | $                                   | 193,760   |   |                           | $ | 161,732   |      |  | $ | 378,244   |   |  | $ | 314,280   |  
|Average subscribers                           |  |                                     | 1,128,902 |   |                           |   | 1,019,279 |      |  |   | 1,116,459 |   |  |   | 1,002,873 |  
|ARPU                                          |  | $                                   | 57.21     |   |                           | $ | 52.89     |      |  | $ | 56.46     |   |  | $ | 52.23     |  



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##### Table of Contents

Segment ARPU



|                                              |  |                                     |         |   |                                     |   |         |                  |  |   |                                     |   |  |      |         |   |      |   |         |      |  |   |         |   |  |   |         |   |  |   |         |  
|--------------------------------------------- |  | ----------------------------------- | ------- | - | ----------------------------------- | - | ------- | ---------------- |  | - | ----------------------------------- | - |  | ---- | ------- | - | ---- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | - |  | - | ------- | -
|                                              |  | Continental U.S.                    |         |   | Puerto Rico and U.S. Virgin Islands |   |         | Continental U.S. |  |   | Puerto Rico and U.S. Virgin Islands |  
|                                              |  | Three Months Ended June 30,         |         |   | Six Months Ended June 30,           |  
|Average revenue per user                      |  | 2007                                |         |   | 2006                                |   |         | 2007             |  |   | 2006                                |   |  | 2007 |         |   | 2006 |   |         | 2007 |  |   | 2006    |  
|                                              |  | (Dollars in thousands, except ARPU) |        
|Service revenue                               |  | $                                   | 138,195 |   |                                     | $ | 117,778 |                  |  | $ | 57,479                              |   |  | $    | 46,652  |   |      | $ | 271,155 |      |  | $ | 227,835 |   |  | $ | 110,954 |   |  | $ | 92,062  |  
|Subscriber retention credits                  |  |                                     | 429     |   |                                     |   | 125     |                  |  |   | 51                                  |   |  |      | 64      |   |      |   | 758     |      |  |   | 328     |   |  |   | 80      |   |  |   | 117     |  
|Revenue not generated by wireless subscribers |  |                                     | (133    | ) |                                     |   | (131    | )                |  |   | (2,261                              | ) |  |      | (2,756  | ) |      |   | (264    | )    |  |   | (247    | ) |  |   | (4,439  | ) |  |   | (5,815  | )
|                                              |  |                                     |         |   |                                     |   |         |                  |  |   |                                     |   |  |      |         |   |      |   |         |      |  |   |         |   |  |   |         |   |  |   |         |  
|Adjusted service revenue                      |  |                                     | 138,491 |   |                                     |   | 117,772 |                  |  |   | 55,269                              |   |  |      | 43,960  |   |      |   | 271,649 |      |  |   | 227,916 |   |  |   | 106,595 |   |  |   | 86,364  |  
|                                              |  |                                     |         |   |                                     |   |         |                 
|Average subscribers                           |  |                                     | 796,257 |   |                                     |   | 742,643 |                  |  |   | 332,645                             |   |  |      | 276,636 |   |      |   | 789,655 |      |  |   | 729,802 |   |  |   | 326,804 |   |  |   | 273,071 |  
|ARPU                                          |  | $                                   | 57.98   |   |                                     | $ | 52.86   |                  |  | $ | 55.38                               |   |  | $    | 52.97   |   |      | $ | 57.33   |      |  | $ | 52.05   |   |  | $ | 54.36   |   |  | $ | 52.71   |  

Cost per gross addition

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, exclusive of non-cash compensation, 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.

Consolidated CPGA



|                                                                 |  |                                     |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|---------------------------------------------------------------- |  | ----------------------------------- | ------- | - | ------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                                 |  | Three Months Ended June 30,         |         |   | Six Months Ended June 30, |  
|Cost per gross addition (CPGA)                                   |  | 2007                                |         |   | 2006                      |   |         | 2007 |  |   | 2006    |  
|                                                                 |  | (Dollars in thousands, except CPGA) |        
|Selling expenses                                                 |  | $                                   | 36,534  |   |                           | $ | 33,108  |      |  | $ | 72,829  |   |  | $ | 70,304  |  
|Less: non-cash compensation included in selling expenses         |  |                                     | (66     | ) |                           |   | (105    | )    |  |   | (142    | ) |  |   | (369    | )
|Plus: termination benefits allocated to selling expense          |  |                                     |        |   |                           |   | 48      |      |  |   |        |   |  |   | 104     |  
|Total cost of equipment  transactions with new subscribers      |  |                                     | 17,402  |   |                           |   | 15,156  |      |  |   | 35,631  |   |  |   | 34,897  |  
|                                                                 |  |                                     |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|CPGA operating expenses                                          |  | $                                   | 53,870  |   |                           | $ | 48,207  |      |  | $ | 108,318 |   |  | $ | 104,936 |  
|                                                                 |  |                                     |         |  
|Cost of service                                                  |  | $                                   | 66,262  |   |                           | $ | 66,717  |      |  | $ | 129,194 |   |  | $ | 134,665 |  
|Non-cash compensation included in selling expenses               |  |                                     | 66      |   |                           |   | 105     |      |  |   | 142     |   |  |   | 369     |  
|Total cost of equipment  transactions with existing subscribers |  |                                     | 17,390  |   |                           |   | 17,114  |      |  |   | 38,028  |   |  |   | 36,594  |  
|General and administrative expense                               |  |                                     | 54,491  |   |                           |   | 50,025  |      |  |   | 106,621 |   |  |   | 101,423 |  
|Termination benefits other than selling expense portion          |  |                                     |        |   |                           |   | 610     |      |  |   |        |   |  |   | 1,452   |  
|Depreciation and asset disposal                                  |  |                                     | 20,935  |   |                           |   | 84,531  |      |  |   | 45,081  |   |  |   | 188,030 |  
|Amortization                                                     |  |                                     | 7,243   |   |                           |   | 10,689  |      |  |   | 15,077  |   |  |   | 22,193  |  
|                                                                 |  |                                     |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|Total operating expenses                                         |  | $                                   | 220,257 |   |                           | $ | 277,998 |      |  | $ | 442,461 |   |  | $ | 589,662 |  
|                                                                 |  |                                     |         |  
|CPGA operating expenses (from above)                             |  | $                                   | 53,870  |   |                           | $ | 48,207  |      |  | $ | 108,318 |   |  | $ | 104,936 |  
|Equipment revenue  transactions with new subscribers            |  |                                     | (9,839  | ) |                           |   | (10,568 | )    |  |   | (20,931 | ) |  |   | (22,879 | )
|                                                                 |  |                                     |         |   |                           |   |         |      |  |   |         |   |  |   |         |  
|CPGA costs, net                                                  |  | $                                   | 44,031  |   |                           | $ | 37,639  |      |  | $ | 87,387  |   |  | $ | 82,057  |  
|                                                                 |  |                                     |         |  
|Gross subscriber additions                                       |  |                                     | 95,846  |   |                           |   | 92,131  |      |  |   | 203,697 |   |  |   | 208,446 |  
|CPGA                                                             |  | $                                   | 459     |   |                           | $ | 409     |      |  | $ | 429     |   |  | $ | 394     |  



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##### Table of Contents

Segment CPGA for the Three Months Ended June 30, 2007 and 2006



|                                                                 |  |                                     |         |   |                                    |   |         |      |  |   |        |   |  |   |        |  
|---------------------------------------------------------------- |  | ----------------------------------- | ------- | - | ---------------------------------- | - | ------- | ---- |  | - | ------ | - |  | - | ------ | -
|                                                                 |  | Continental U.S.                    |         |   | Puerto Rico and U.S.Virgin Islands |  
|                                                                 |  | Three Months Ended June 30,         |        
|Cost per gross addition (CPGA)                                   |  | 2007                                |         |   | 2006                               |   |         | 2007 |  |   | 2006   |  
|                                                                 |  | (Dollars in thousands, except CPGA) |        
|Selling expenses                                                 |  | $                                   | 26,031  |   |                                    | $ | 24,045  |      |  | $ | 10,503 |   |  | $ | 9,063  |  
|Less: non-cash compensation included in selling expenses         |  |                                     | (22     | ) |                                    |   | (86     | )    |  |   | (44    | ) |  |   | (19    | )
|Plus: termination benefits allocated to selling expense          |  |                                     |        |   |                                    |   | 48      |      |  |   |       |   |  |   |       |  
|Total cost of equipment  transactions with new subscribers      |  |                                     | 9,726   |   |                                    |   | 8,907   |      |  |   | 7,676  |   |  |   | 6,249  |  
|                                                                 |  |                                     |         |   |                                    |   |         |      |  |   |        |   |  |   |        |  
|CPGA operating expenses                                          |  |                                     | 35,735  |   |                                    |   | 32,914  |      |  |   | 18,135 |   |  |   | 15,293 |  
|                                                                 |  |                                     |         |  
|Cost of service                                                  |  |                                     | 54,587  |   |                                    |   | 55,879  |      |  |   | 11,675 |   |  |   | 10,838 |  
|Non-cash compensation included in selling expenses               |  |                                     | 22      |   |                                    |   | 86      |      |  |   | 44     |   |  |   | 19     |  
|Total cost of equipment  transactions with existing subscribers |  |                                     | 12,714  |   |                                    |   | 13,369  |      |  |   | 4,676  |   |  |   | 3,745  |  
|General and administrative expense                               |  |                                     | 40,866  |   |                                    |   | 35,818  |      |  |   | 13,625 |   |  |   | 14,207 |  
|Termination benefits other than selling expense portion          |  |                                     |        |   |                                    |   | 610     |      |  |   |       |   |  |   |       |  
|Depreciation and asset disposal                                  |  |                                     | 18,423  |   |                                    |   | 82,376  |      |  |   | 2,512  |   |  |   | 2,155  |  
|Amortization                                                     |  |                                     | 3,206   |   |                                    |   | 4,805   |      |  |   | 4,037  |   |  |   | 5,884  |  
|                                                                 |  |                                     |         |   |                                    |   |         |      |  |   |        |   |  |   |        |  
|Total operating expenses                                         |  |                                     | 165,553 |   |                                    |   | 225,857 |      |  |   | 54,704 |   |  |   | 52,141 |  
|                                                                 |  |                                     |         |  
|CPGA operating expenses (from above)                             |  |                                     | 35,735  |   |                                    |   | 32,914  |      |  |   | 18,135 |   |  |   | 15,293 |  
|Equipment revenue  transactions with new subscribers            |  |                                     | (6,138  | ) |                                    |   | (6,845  | )    |  |   | (3,701 | ) |  |   | (3,723 | )
|                                                                 |  |                                     |         |   |                                    |   |         |      |  |   |        |   |  |   |        |  
|CPGA costs, net                                                  |  | $                                   | 29,597  |   |                                    | $ | 26,069  |      |  | $ | 14,434 |   |  | $ | 11,570 |  
|                                                                 |  |                                     |         |  
|Gross subscriber additions                                       |  |                                     | 61,116  |   |                                    |   | 59,193  |      |  |   | 34,730 |   |  |   | 32,938 |  
|CPGA                                                             |  | $                                   | 484     |   |                                    | $ | 440     |      |  | $ | 416    |   |  | $ | 351    |  

Segment CPGA for the Six Months Ended June 30, 2007 and 2006



|                                                                 |  |                                     |         |   |                                    |   |         |      |  |   |         |   |  |   |         |  
|---------------------------------------------------------------- |  | ----------------------------------- | ------- | - | ---------------------------------- | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                                 |  | Continental U.S.                    |         |   | Puerto Rico and U.S.Virgin Islands |  
|                                                                 |  | Six Months Ended June 30,           |        
|Cost per gross addition (CPGA)                                   |  | 2007                                |         |   | 2006                               |   |         | 2007 |  |   | 2006    |  
|                                                                 |  | (Dollars in thousands, except CPGA) |        
|Selling expenses                                                 |  | $                                   | 51,490  |   |                                    | $ | 51,988  |      |  | $ | 21,339  |   |  | $ | 18,316  |  
|Less: non-cash compensation included in selling expenses         |  |                                     | (55     | ) |                                    |   | (333    | )    |  |   | (87     | ) |  |   | (36     | )
|Plus: termination benefits allocated to selling expense          |  |                                     |        |   |                                    |   | 104     |      |  |   |        |   |  |   |        |  
|Total cost of equipment  transactions with new subscribers      |  |                                     | 20,468  |   |                                    |   | 22,043  |      |  |   | 15,163  |   |  |   | 12,854  |  
|                                                                 |  |                                     |         |   |                                    |   |         |      |  |   |         |   |  |   |         |  
|CPGA operating expenses                                          |  |                                     | 71,903  |   |                                    |   | 73,802  |      |  |   | 36,415  |   |  |   | 31,134  |  
|                                                                 |  |                                     |         |  
|Cost of service                                                  |  |                                     | 106,666 |   |                                    |   | 112,809 |      |  |   | 22,528  |   |  |   | 21,856  |  
|Non-cash compensation included in selling expenses               |  |                                     | 55      |   |                                    |   | 333     |      |  |   | 87      |   |  |   | 36      |  
|Total cost of equipment  transactions with existing subscribers |  |                                     | 28,372  |   |                                    |   | 28,760  |      |  |   | 9,656   |   |  |   | 7,834   |  
|General and administrative expense                               |  |                                     | 79,087  |   |                                    |   | 71,546  |      |  |   | 27,534  |   |  |   | 29,877  |  
|Termination benefits other than selling expense portion          |  |                                     |        |   |                                    |   | 1,452   |      |  |   |        |   |  |   |        |  
|Depreciation and asset disposal                                  |  |                                     | 40,068  |   |                                    |   | 165,814 |      |  |   | 5,013   |   |  |   | 22,216  |  
|Amortization                                                     |  |                                     | 6,604   |   |                                    |   | 9,843   |      |  |   | 8,473   |   |  |   | 12,350  |  
|                                                                 |  |                                     |         |   |                                    |   |         |      |  |   |         |   |  |   |         |  
|Total operating expenses                                         |  |                                     | 332,755 |   |                                    |   | 464,359 |      |  |   | 109,706 |   |  |   | 125,303 |  
|                                                                 |  |                                     |         |  
|CPGA operating expenses (from above)                             |  |                                     | 71,903  |   |                                    |   | 73,802  |      |  |   | 36,415  |   |  |   | 31,134  |  
|Equipment revenue  transactions with new subscribers            |  |                                     | (13,424 | ) |                                    |   | (15,700 | )    |  |   | (7,507  | ) |  |   | (7,179  | )
|                                                                 |  |                                     |         |   |                                    |   |         |      |  |   |         |   |  |   |         |  
|CPGA costs, net                                                  |  | $                                   | 58,479  |   |                                    | $ | 58,102  |      |  | $ | 28,908  |   |  | $ | 23,955  |  
|                                                                 |  |                                     |         |  
|Gross subscriber additions                                       |  |                                     | 129,222 |   |                                    |   | 138,153 |      |  |   | 74,475  |   |  |   | 70,293  |  
|CPGA                                                             |  | $                                   | 453     |   |                                    | $ | 421     |      |  | $ | 388     |   |  | $ | 341     |  



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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 of June 30, 2007, our debt can be categorized as follows (in thousands):



|                                       |  |   |        
|-------------------------------------- |  | - | -------
|Fixed interest rates:                  |  |   |        
|Senior notes                           |  | $ | 714,977
|Senior subordinated notes              |  | $ | 12,205 
|                                       | 
|Subject to interest rate fluctuations: |  |   |        
|Senior secured term loan               |  | $ | 243,750

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 at the June 30, 2007 outstanding principal balance, 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.

We have carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive
Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. As a result of this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of
June 30, 2007, 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 our management, including the Chief Executive Officer and Chief Financial Officer, as
appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting.

There were no changes in SunComs internal control over financial reporting that occurred during the three months ended June 30, 2007 that have
materially affected, or are reasonably likely to materially affect, SunComs internal control over financial reporting.



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PART II OTHER INFORMATION



|ITEM 1. | LEGAL PROCEEDINGS
|------- | -----------------

None.



|ITEM 1A. | RISK FACTORS
|-------- | ------------

We recently reviewed and updated our
risk factor disclosure in connection with preparing Holdings registration statement on Form S-3 (File No. 333-143497). The following risk factors supersede and, to the extent inconsistent with, replace the risks factors disclosed in our
Form 10-K for the year ended December 31, 2006.

Our business faces many risks. The risks described below may not be the only risks we
face. Additional risks that we do not yet know of, or that we currently think are immaterial, may also impair our business operations or financial results. If any of the events or circumstances described in the following risks actually occurs, our
business, financial condition or results of operations could suffer and the trading price of our notes could decline.

The trading price of our notes
may be adversely affected if our previously announced exploration of strategic alternatives does not result in a transaction or results in a transaction different from what the market may be expecting. In addition, our exploration of strategic
alternatives may have an adverse impact on our business operations and, therefore, on our operating results or financial outlook.

As
previously disclosed, in connection with the exchange transaction consummated on May 15, 2007, we agreed to explore strategic alternatives, including a possible sale of the company. We have engaged Goldman Sachs & Co. as our financial
advisor to explore strategic alternatives and assist us with a process to sell the company. There are various risks and uncertainties that this process may cause, such as:



| |  |  | distracting management from the day-to-day operations of the business, which may adversely affect our operations;
| | - |  | -----------------------------------------------------------------------------------------------------------------



| |  |  | consuming time and resources from our normal business operations, which may result in missing or not executing on near or long-term business opportunities; and
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | perceived uncertainties as to our future direction, which may result in increased difficulties and expense in recruiting and retaining employees, particularly
senior management, and may impact our relationships with customers and vendors.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

In addition, if our exploration of strategic
alternatives and sale process do not result in a transaction or, alternatively, results in a transaction different than what the market expects, it is likely that the trading prices of our notes will be adversely affected. There can be no assurance
that any transaction or return to bondholders will result from our exploration of strategic alternatives.

Certain of Holdings stockholders invest
in other wireless communications services companies, and conflicts of interest may arise from these investments and from other directorships held by Holdings directors that may not be resolved in our favor.

Holdings principal stockholders, or their affiliates, may have investments in wireless communications services companies other than Holdings. These
institutional investors may in the future invest in other entities that compete with us. In addition, certain of Holdings directors serve as directors of other communications services companies. As a result, these directors may be subject to
conflicts of interest during their tenure as directors of Holdings. Because of these potential conflicts, these directors may be required to disclose periodically financial or business opportunities to Holdings and to the other companies to which
they owe fiduciary duties.

Roaming revenue represents a significant portion of our total revenues. The level of roaming revenue is not guaranteed and
is subject to fluctuations based on factors that are beyond our control, including decisions made by our roaming partners. Decreased roaming minutes of use from our roaming partners customers will negatively impact our results of operations
and cash flows.

For the first six months of 2007 and in 2006, 2005 and 2004, approximately 9.9%, 10.1%, 12.5% and 17.8%, respectively,
of our total revenues were derived from roaming charges incurred by other wireless providers for use of our network by their customers who had traveled within our coverage area. A significant portion of that revenue was derived from T-Mobiles
and AT&T Mobilitys customers.

In July 2007, we learned that our largest roaming partner had redirected a portion of the roaming
traffic generated by its customers roaming in areas covered by our network to the networks of other wireless providers. In subsequent discussions with this



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roaming partner, they estimated that this change would result in an approximately 25% decline of roaming minutes that we process for its customers compared
to the second quarter of 2007. The number of minutes that we processed for its customers throughout July 2007 substantiated the estimated decline. We estimate that this change will result in approximately $5 million less roaming revenue, on a
quarterly basis, as compared to the second quarter of 2007. We expect future quarterly roaming revenue will be comparable to the adjusted second quarter of 2007 for as long as these roaming minutes are redirected to other wireless providers. If our
roaming partners were to direct additional traffic away from our network, this could result in a further reduction of our roaming revenue. There can be no assurance that our largest roaming partner or our other roaming partners will direct roaming
traffic from their customers to our network. We also would expect our cost of services would decline in light of lower incremental variable costs, which approximate 10% to 15% of the respective revenue, associated with roaming traffic.

We have substantial indebtedness, and servicing our indebtedness could reduce funds available to grow our business.

We are highly leveraged. We have total consolidated long-term obligations of approximately $1.0 billion, represented by a senior secured term loan, a
series of senior notes and the remaining outstanding subordinated notes. Our high level of indebtedness could interfere with our ability to grow. For example, it could:



| |  |  | increase our vulnerability to general adverse economic and industry conditions;
| | - |  | -------------------------------------------------------------------------------



| |  |  | limit our ability to obtain additional financing;
| | - |  | -------------------------------------------------



| |  |  | require the dedication of a substantial portion of our cash flow from operations to the payment of principal of, and interest on, our indebtedness;
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | limit our flexibility in planning for, or reacting to, changes in our business and the industry; and
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | place us at a competitive disadvantage relative to less leveraged competitors.
| | - |  | ------------------------------------------------------------------------------

Our ability to generate sufficient cash flow from operations to pay the principal of, and interest on, our indebtedness is uncertain. In particular, if
we do not meet our anticipated revenue growth and operating expense targets, our future debt service obligations could exceed cash available to us. Our inability to pay debt service could result in a default on our indebtedness which, unless cured
or waived, would have a material adverse effect on our liquidity and financial position. Further, we may not be able to refinance any of our indebtedness on commercially reasonable terms or at all.



|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                                                                                                                                                                                                                                                                                                                                                                                            
|2.1           |  | Exchange Agreement, dated as of January 31, 2007, among SunCom Wireless, Inc., SunCom Wireless Investment Co., LLC, SunCom Wireless, Inc. and the holders of the 9 % Senior Subordinated Notes due
2011 and 83/4% Senior Subordinated Notes due 2011 of SunCom Wireless, Inc. party thereto (incorporated by
reference to Exhibit 2.1 to the Form 8-K of SunCom Wireless, Inc. filed January 31, 2007).
|              | 
|2.2           |  | Amendment to Exchange Agreement (incorporated by reference to Exhibit 2.1 to the Form 8-K of SunCom Wireless, Inc. filed May 21, 2007).                                                                                                                                                                                                                                                                



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|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 
|2.3 |  | Agreement and Plan of Merger, dated as of January 31, 2007, by and between SunCom Wireless Holdings, Inc. and SunCom Wireless Merger Corp. (incorporated by reference to Exhibit 2.2 to the
Form 8-K of SunCom Wireless Holdings, Inc. filed January 31, 2007).                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 
|3.1 |  | Certificate of Incorporation of Triton PCS, Inc. (incorporated by reference to Exhibit 3.1 to the Form S-4 Registration Statement of Triton PCS, Inc., File No. 333-57715).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|    | 
|3.2 |  | Amendments to Certificate of Incorporation of Triton PCS, 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 Registration Statement 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 |  | Supplemental Indenture, dated as of May 15, 2007, by and among SunCom Wireless, Inc., SunComWireless Management Company, Inc., Triton PCS Finance Company, Inc., Triton PCS Holdings Company LLC,
SunCom Wireless Property Company LLC, SunCom Wireless Operating Company LLC, Triton PCS License Company LLC, Triton PCS Investment Company LLC, Affiliate License Co., LLC, AWS License NewCo, LLC, SunCom Wireless International LLC, SunCom Wireless
Puerto Rico Operating Company LLC, Triton Network Newco LLC and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K of SunCom Wireless Holdings, Inc. filed May 21, 2007).
|    | 
|4.5 |  | Indenture, dated as of November 14, 2001, by and 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).                                                                                                                                                                                                                                                                                                                                                                                                                   
|    | 
|4.6 |  | 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).                                                                                                                                                                                                                                                          
|    | 
|4.7 |  | 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).                                                                                                                                               
|    | 
|4.8 |  | Supplemental Indenture dated as of May 15, 2007, by and among SunCom Wireless, Inc., SunCom Wireless Management Company, Inc., Triton PCS Finance Company, Inc., Triton PCS Holdings Company LLC,
SunCom Wireless Property Company LLC, Triton PCS Equipment Company LLC, SunCom Wireless Operating Company LLC, Triton PCS License Company LLC, Triton PCS Investment Company LLC, Affiliate License Co., LLC, AWS License NewCo, LLC, SunCom Wireless
International LLC, SunCom Wireless Puerto Rico Operating Company LLC, Triton Network NewCo LLC and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed May 21, 2007).



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|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|---- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|4.9  |  | 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).                                                                                                                                                                                                                                                                                  
|     | 
|4.10 |  | 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).                                                                                                             
|     | 
|4.11 |  | 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 |  | Amendment to Employment Agreement, dated as of April 27, 2007, by and among SunCom Wireless Management Company, Inc. and Raul Burgos (incorporated by reference to Exhibit 10.1 to the Form 8-K of
SunCom Wireless Holdings, Inc. filed May 2, 2007).*                                                                                                                                                                                                                                                                    
|     | 
|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 Vice President of Accounting and 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.                                                                                                                                                                                                                                                                                                                                                                                                

---

|* | Management contract or compensatory plan.
|- | -----------------------------------------



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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 13, 2007 |  | By:                   |  | /s/ Michael E. Kalogris      
|                      |  |                       |  | Michael E. Kalogris          
|                      |  |                       |  | Chief Executive Officer      
|                      |  |                       |  | (principal executive officer)
|                      |  |                      
|Date: August 13, 2007 |  | By:                   |  | /s/ Eric Haskell             
|                      |  |                       |  | Eric Haskell                 
|                      |  |                       |  | Chief Financial Officer      
|                      |  |                       |  | (principal financial officer)