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

FORM 10-Q

(Mark One)

|        |                                                                                                                                   |
|--------|-----------------------------------------------------------------------------------------------------------------------------------|
|   | QUARTERLY REPORT UNDER SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterlyperiod ended September 30, 2005 |

OR

|        |                                                                                                                                                                                                                                                                                                                                                   |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | TRANSITION REPORT PURSUANT TOSECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for thetransition period from                      to                 |

COMMISSION FILE NUMBER:005-58523

ALAMOSA (DELAWARE), INC.

(Exact name of registrant as specified in itscharter)

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

5225 SOUTH LOOP 289, SUITE120 LUBBOCK, TEXAS 79424 (Address of principal executiveoffices, including zip code)

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

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

YES             NO

Indicate by check mark whether the registrant isan accelerated filer (as defined in Rule 12b-2 of the ExchangeAct).

YES             NO 

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

YES             NO 

Thereis currently no public market for the registrant's commonstock.

As of November 7, 2005, 100 shares of commonstock, $0.01 par value per share, were issued and outstanding.

The registrant meets the conditions set forth in GeneralInstructions H(1)(a) and (b) of Form 10-Q and is therefore filing thisform with the reduced disclosureformat.

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ALAMOSA(DELAWARE), INC.

TABLE OFCONTENTS

|                |  |                                                                                                                       |    |        |        |        |  |  |  |  |
|----------------|--|-----------------------------------------------------------------------------------------------------------------------|----|--------|--------|--------|--|--|--|--|
|           |  |                                                                                                                  |    | PAGE   |
| PARTI          |  | FINANCIALINFORMATION                                                                                                  |    |   |   |   |
| Item1.         |  | FinancialStatements                                                                                                   |    |   |   |   |
|           |  | Consolidated BalanceSheets at September 30, 2005 and December 31, 2004(unaudited)                                     |    |   | 3      |   |
|           |  | ConsolidatedStatements of Operations for the three months and nine months endedSeptember 30, 2005 and 2004(unaudited) |    |   | 4      |   |
|           |  | ConsolidatedStatements of Cash Flows for the nine months ended September 30, 2005and 2004 (unaudited)                 |    |   | 5      |   |
|           |  | Notes to theConsolidated Financial Statements                                                                         |    |   | 6      |   |
| Item2.         |  | Management's Discussion and Analysis of FinancialCondition and Results of Operations                                  |    |   | 29     |   |
| Item3.         |  | Quantitative and Qualitative Disclosures About MarketRisk                                                             |    |   | 39     |   |
| Item 4.        |  | Controls andProcedures                                                                                                |    |   | 39     |   |
| PARTII         |  | OTHER INFORMATION                                                                                                     |    |   |   |   |
| Item1.         |  | Legal Proceedings                                                                                                     |    |   | 40     |   |
| Item2.         |  | Unregistered Sales of Equity Securities and Use ofProceeds                                                            |    |   | 40     |   |
| Item 3.        |  | Defaults UponSenior Securities                                                                                        |    |   | 40     |   |
| Item4.         |  | Submission of Matters to a Vote of SecurityHolders                                                                    |    |   | 40     |   |
| Item 5.        |  | OtherInformation                                                                                                      |    |   | 40     |   |
| Item6.         |  | Exhibits                                                                                                              |    |   | 40     |   |
| **SIGNATURES** |  |                                                                                                                  | 41 |   |
|                |

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PART I – FINANCIALINFORMATION ITEM 1.    FINANCIAL STATEMENTS

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

|                                                                                                             |  |                   |           |                  |  |        |           |         |  |  |
|-------------------------------------------------------------------------------------------------------------|--|-------------------|-----------|------------------|--|--------|-----------|---------|--|--|
|                                                                                                        |  | September30, 2005 |           | December 31,2004 |
| ASSETS                                                                                                      |  |              |      |             |  |   |      |    |
| Currentassets:                                                                                              |  |              |      |             |  |   |      |    |
| Cash andcashequivalents                                                                                     |  | $                 | 74,263    |             |  | $      | 127,132   |    |
| Shortterminvestments                                                                                        |  |              | 51,553    |             |  |   | 50,411    |    |
| Customeraccounts receivable,net                                                                             |  |              | 50,863    |             |  |   | 44,687    |    |
| Receivable fromSprint                                                                                       |  |              | 29,711    |             |  |   | 24,809    |    |
| Receivable fromParent                                                                                       |  |              | 19,521    |             |  |   | —   |    |
| Interestreceivable                                                                                          |  |              | 202       |             |  |   | 216       |    |
| Inventory                                                                                                   |  |              | 10,150    |             |  |   | 9,136     |    |
| Prepaidexpenses and otherassets                                                                             |  |              | 10,844    |             |  |   | 11,192    |    |
| Deferredcustomer acquisitioncosts                                                                           |  |              | 4,865     |             |  |   | 6,337     |    |
| Deferred taxasset                                                                                           |  |              | 4,230     |             |  |   | 4,230     |    |
| Totalcurrentassets                                                                                          |  |              | 256,202   |             |  |   | 278,150   |    |
| Property andequipment, net                                                                                  |  |              | 445,127   |             |  |   | 441,808   |    |
| Debtissuance costs,net                                                                                      |  |              | 8,334     |             |  |   | 9,086     |    |
| Intangible assets,net                                                                                       |  |              | 397,497   |             |  |   | 416,716   |    |
| Other noncurrentassets                                                                                      |  |              | 4,040     |             |  |   | 4,188     |    |
| Totalassets                                                                                                 |  | $                 | 1,111,200 |             |  | $      | 1,149,948 |    |
| LIABILITIESAND STOCKHOLDER'SEQUITY                                                                          |  |              |      |             |  |   |      |    |
| Currentliabilities:                                                                                         |  |              |      |             |  |   |      |    |
| Accountspayable                                                                                             |  | $                 | 13,604    |             |  | $      | 24,581    |    |
| Accruedexpenses                                                                                             |  |              | 44,991    |             |  |   | 42,383    |    |
| Payable toSprint                                                                                            |  |              | 20,784    |             |  |   | 35,852    |    |
| Payable toParent                                                                                            |  |              | —   |             |  |   | 1,530     |    |
| Interestpayable                                                                                             |  |              | 13,086    |             |  |   | 21,076    |    |
| Deferredrevenue                                                                                             |  |              | 24,429    |             |  |   | 22,549    |    |
| Currentinstallments of capitalleases                                                                        |  |              | 106       |             |  |   | 110       |    |
| Totalcurrentliabilities                                                                                     |  |              | 117,000   |             |  |   | 148,081   |    |
| Longterm liabilities:                                                                                       |  |              |      |             |  |   |      |    |
| Capital leaseobligations                                                                                    |  |              | 671       |             |  |   | 749       |    |
| Other noncurrentliabilities                                                                                 |  |              | 8,519     |             |  |   | 5,835     |    |
| Deferred taxliability                                                                                       |  |              | 28,877    |             |  |   | 16,604    |    |
| Seniornotes                                                                                                 |  |              | 748,123   |             |  |   | 739,141   |    |
| Totallong termliabilities                                                                                   |  |              | 786,190   |             |  |   | 762,329   |    |
| Totalliabilities                                                                                            |  |              | 903,190   |             |  |   | 910,410   |    |
| Commitmentsand contingencies (see Note13)                                                                   |  |              | —   |             |  |   | —   |    |
| Stockholder'sequity:                                                                                        |  |              |      |             |  |   |      |    |
| Preferred stock, $.01 parvalue; 1,000 shares authorized; no sharesissued                                    |  |              | —   |             |  |   | —   |    |
| Common stock,$.01 par value; 9,000 shares authorized; 100 and 100 shares issuedand outstanding,respectively |  |              | —   |             |  |   | —   |    |
| Additionalpaid-incapital                                                                                    |  |              | 932,059   |             |  |   | 1,003,707 |    |
| Accumulateddeficit                                                                                          |  |              | (722,593  | )           |  |   | (764,104  | )  |
| Unearnedcompensation                                                                                        |  |              | (1,456    | )           |  |   | (65       | )  |
| Totalstockholder'sequity                                                                                    |  |              | 208,010   |             |  |   | 239,538   |    |
| Totalliabilities and stockholder'sequity                                                                    |  | $                 | 1,111,200 |             |  | $      | 1,149,948 |    |
|                                                                                                             |

Theaccompanying notes are an integral part of the consolidated financialstatements.

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ALAMOSA (DELAWARE), INC. CONSOLIDATEDSTATEMENTS OF OPERATIONS (UNAUDITED)(dollars inthousands)

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                        |         |                                      |  |        |         |         |  |        |         |         |  |        |         |         |  |  |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|----------------------------------------|---------|--------------------------------------|--|--------|---------|---------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | Forthe three months endedSeptember 30, |         | For the ninemonths endedSeptember30, |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  | 2005                                   |         | 2004                                 |  | 2005   |         | 2004    |
| Revenues:                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                   |    |                                 |  |   |    |    |  |   |    |    |  |   |    |    |
| Subscriberrevenues                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  | $                                      | 166,850 |                                 |  | $      | 143,623 |    |  | $      | 485,752 |    |  | $      | 401,938 |    |
| Roamingand wholesalerevenues                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                                   | 71,761  |                                 |  |   | 59,106  |    |  |   | 198,656 |    |  |   | 153,964 |    |
| Servicerevenues                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                   | 238,611 |                                 |  |   | 202,729 |    |  |   | 684,408 |    |  |   | 555,902 |    |
| Productsales                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                                   | 8,329   |                                 |  |   | 8,637   |    |  |   | 25,011  |    |  |   | 25,483  |    |
| Totalrevenue                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |  |                                   | 246,940 |                                 |  |   | 211,366 |    |  |   | 709,419 |    |  |   | 581,385 |    |
| Costsandexpenses:                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |                                   |    |                                 |  |   |    |    |  |   |    |    |  |   |    |    |
| Costof service and operations (excluding depreciation shown separatelybelow of $20,855 and $17,327 for the three months ended September 30,2005 and 2004, respectively, and $58,381 and $51,263 for the ninemonths ended September 30, 2005 and 2004, respectively, and excludingnon-cash compensation of $114 and $2 for the three months endedSeptember 30, 2005 and 2004, respectively, and $252 and $6 for the ninemonths ended September 30, 2005 and 2004,respectively) |  |                                   | 116,293 |                                 |  |   | 99,250  |    |  |   | 328,391 |    |  |   | 276,528 |    |
| Costof productssold                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                   | 20,690  |                                 |  |   | 20,265  |    |  |   | 67,096  |    |  |   | 56,427  |    |
| Sellingandmarketing                                                                                                                                                                                                                                                                                                                                                                                                                                                           |  |                                   | 33,245  |                                 |  |   | 40,090  |    |  |   | 103,383 |    |  |   | 102,922 |    |
| Generaland administrative expenses (excluding non-cash compensation of $808and $18 for the three months ended September 30, 2005 and 2004,respectively, and $1,776 and $54 for the nine months ended September30, 2005 and 2004,respectively)                                                                                                                                                                                                                                 |  |                                   | 4,064   |                                 |  |   | 5,648   |    |  |   | 13,125  |    |  |   | 16,635  |    |
| Mergerrelatedexpenses                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |                                   | — |                                 |  |   | — |    |  |   | 436     |    |  |   | — |    |
| Depreciationandamortization                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |                                   | 29,387  |                                 |  |   | 25,886  |    |  |   | 83,843  |    |  |   | 78,793  |    |
| Losson disposal of property andequipment                                                                                                                                                                                                                                                                                                                                                                                                                                      |  |                                   | 286     |                                 |  |   | 172     |    |  |   | 393     |    |  |   | 3,082   |    |
| Non-cashcompensation                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                   | 922     |                                 |  |   | 20      |    |  |   | 2,028   |    |  |   | 60      |    |
| Totalcosts andexpenses                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |                                   | 204,887 |                                 |  |   | 191,331 |    |  |   | 598,695 |    |  |   | 534,447 |    |
| Incomefromoperations                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |                                   | 42,053  |                                 |  |   | 20,035  |    |  |   | 110,724 |    |  |   | 46,938  |    |
| Losson debtextinguishment                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |                                   | — |                                 |  |   | — |    |  |   | (482    | )  |  |   | (13,101 | )  |
| Interestand otherincome                                                                                                                                                                                                                                                                                                                                                                                                                                                       |  |                                   | 967     |                                 |  |   | 358     |    |  |   | 2,566   |    |  |   | 744     |    |
| Interestexpense                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                   | (19,813 | )                               |  |   | (19,206 | )  |  |   | (58,965 | )  |  |   | (56,393 | )  |
| Income(loss) before incometaxes                                                                                                                                                                                                                                                                                                                                                                                                                                               |  |                                   | 23,207  |                                 |  |   | 1,187   |    |  |   | 53,843  |    |  |   | (21,812 | )  |
| Incometaxexpense                                                                                                                                                                                                                                                                                                                                                                                                                                                              |  |                                   | (5,288  | )                               |  |   | — |    |  |   | (12,332 | )  |  |   | (625    | )  |
| Netincome(loss)                                                                                                                                                                                                                                                                                                                                                                                                                                                               |  | $                                      | 17,919  |                                 |  | $      | 1,187   |    |  | $      | 41,511  |    |  | $      | (22,437 | )  |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

Theaccompanying notes are an integral part of the consolidated financialstatements.

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

|                                                                                       |  |                                       |         |         |  |        |          |         |  |  |
|---------------------------------------------------------------------------------------|--|---------------------------------------|---------|---------|--|--------|----------|---------|--|--|
|                                                                                  |  | Forthe nine months ended September30, |
|                                                                                  |  | 2005                                  |         | 2004    |
| Cashflows from operatingactivities:                                                   |  |                                  |    |    |  |   |     |    |
| Net income(loss)                                                                      |  | $                                     | 41,511  |    |  | $      | (22,437  | )  |
| Adjustmentsto reconcile net income (loss) to net cash provided byoperatingactivities: |  |                                  |    |    |  |   |     |    |
| Non-cashcompensation                                                                  |  |                                  | 2,028   |    |  |   | 60       |    |
| Non-cashinterest expense on derivativeinstruments                                     |  |                                  | — |    |  |   | 6        |    |
| Non-cashaccretion of asset retirementobligations                                      |  |                                  | 178     |    |  |   | 139      |    |
| Provision forbad debts                                                                |  |                                  | 6,804   |    |  |   | 7,603    |    |
| Depreciationand amortization of property andequipment                                 |  |                                  | 61,047  |    |  |   | 54,269   |    |
| Amortizationof intangibleassets                                                       |  |                                  | 22,797  |    |  |   | 24,524   |    |
| Amortization offinancing costs included in interestexpense                            |  |                                  | 681     |    |  |   | 718      |    |
| Loss on debtextinguishment                                                            |  |                                  | 482     |    |  |   | 13,101   |    |
| Interestaccreted on discountnotes                                                     |  |                                  | 15,371  |    |  |   | 18,351   |    |
| Deferred incometaxes                                                                  |  |                                  | 12,273  |    |  |   | —  |    |
| Loss ondisposal of property andequipment                                              |  |                                  | 393     |    |  |   | 3,082    |    |
| Merger relatedexpenses                                                                |  |                                  | 436     |    |  |   | —  |    |
| (Increase)decreasein:                                                                 |  |                                  |    |    |  |   |     |    |
| Receivablefrom/payable toParent                                                       |  |                                  | (21,889 | )  |  |   | 476      |    |
| Receivables                                                                           |  |                                  | (17,867 | )  |  |   | (20,318  | )  |
| Inventory                                                                             |  |                                  | (1,014  | )  |  |   | 531      |    |
| Prepaidexpenses and otherassets                                                       |  |                                  | 2,285   |    |  |   | 1,834    |    |
| Increase(decrease) in:                                                                |  |                                  |    |    |  |   |     |    |
| Accounts payableand accruedexpenses                                                   |  |                                  | (18,814 | )  |  |   | 7,069    |    |
| Netcash provided by operatingactivities                                               |  |                                  | 106,702 |    |  |   | 89,008   |    |
| Cashflows from investingactivities:                                                   |  |                                  |    |    |  |   |     |    |
| Proceedsfrom sale ofassets                                                            |  |                                  | 303     |    |  |   | 569      |    |
| Purchases of propertyandequipment                                                     |  |                                  | (76,319 | )  |  |   | (63,765  | )  |
| Mergerrelatedexpenses                                                                 |  |                                  | (436    | )  |  |   | —  |    |
| Purchase ofintangible asset                                                           |  |                                  | — |    |  |   | (453     | )  |
| Netcash paid inacquisition                                                            |  |                                  | (865    | )  |  |   | —  |    |
| Change inrestricted cash                                                              |  |                                  | — |    |  |   | 1        |    |
| Change inshort terminvestments                                                        |  |                                  | (1,142  | )  |  |   | (50,342  | )  |
| Netcash used in investingactivities                                                   |  |                                  | (78,459 | )  |  |   | (113,990 | )  |
| Cashflows from financingactivities:                                                   |  |                                  |    |    |  |   |     |    |
| Proceeds from issuanceof seniornotes                                                  |  |                                  | — |    |  |   | 250,000  |    |
| Redemption ofseniornotes                                                              |  |                                  | (6,800  | )  |  |   | —  |    |
| Repayments ofborrowings under senior secureddebt                                      |  |                                  | — |    |  |   | (200,000 | )  |
| Debt issuancecosts                                                                    |  |                                  | — |    |  |   | (8,206   | )  |
| Capitaldistributions                                                                  |  |                                  | (74,230 | )  |  |   | (8,348   | )  |
| Paymentson capitalleases                                                              |  |                                  | (82     | )  |  |   | (415     | )  |
| Netcash provided by (used in) financingactivities                                     |  |                                  | (81,112 | )  |  |   | 33,031   |    |
| Netincrease (decrease) in cash and cashequivalents                                    |  |                                  | (52,869 | )  |  |   | 8,049    |    |
| Cash andcash equivalents at beginning ofperiod                                        |  |                                  | 127,132 |    |  |   | 98,242   |    |
| Cashand cash equivalents at end ofperiod                                              |  | $                                     | 74,263  |    |  | $      | 106,291  |    |
| Supplementaldisclosure of non-cash financing and investingactivities:                 |  |                                  |    |    |  |   |     |    |
| Assetretirement obligationscapitalized                                                |  | $                                     | 376     |    |  | $      | 143      |    |
| Capitalizedlease obligationsincurred                                                  |  |                                  | — |    |  |   | 67       |    |
| Change inaccounts payable for purchases of property andequipment                      |  |                                  | (11,636 | )  |  |   | (9,532   | )  |
| Non cashfixed assetadditions                                                          |  |                                  | 1,277   |    |  |   | —  |    |
|                                                                                       |

Theaccompanying notes are an integral part of the consolidated financialstatements.

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ALAMOSA(DELAWARE), INC. NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS (UNAUDITED)(dollars in thousands,except as noted)

1.    BASISPRESENTATION OF UNAUDITED INTERIM FINANCIAL INFORMATION

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

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

2.    ORGANIZATION AND BUSINESSOPERATIONS

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

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

OnFebruary 14, 2001, Alamosa Holdings became the new public holdingcompany of Alamosa PCS Holdings, Inc. ("Alamosa PCSHoldings") and its subsidiaries pursuant to areorganization transaction in which a wholly-owned subsidiary ofAlamosa Holdings was merged with and into Alamosa PCS Holdings. As aresult of this reorganization, Alamosa PCS Holdings became awholly-owned subsidiary of Alamosa Holdings, and each share of AlamosaPCS Holdings common stock was converted into one share of AlamosaHoldings common stock.

On February 15, 2005, Alamosa Holdingscompleted its acquisition of AirGate PCS, Inc.("AirGate"). AirGate is a PCS Affiliate ofSprint and has the right to provide wireless communications servicesunder the Sprint brand name in its licensed territory, which includesmost of the state of South Carolina, parts of North Carolina and theeastern Georgia cities of Augusta and Savannah. AirGate is a directwholly-owned subsidiary of Alamosa Holdings and a sister company to

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ALAMOSA(DELAWARE), INC. NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands,except as noted)

Alamosa (Delaware). The transaction wasaccounted for as a purchase and the results of operations of AirGateare included in the consolidated financial statements of AlamosaHoldings from the date of acquisition. The consolidated financialstatements of Alamosa (Delaware) do not contain results of operationsof AirGate.

Alamosa Holdings common stock is quoted on Nasdaqunder the symbol "APCS." Alamosa (Delaware)remains an issuer of outstanding public debt.

3.    LIQUIDITYAND CAPITAL RESOURCES

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

Whilethe Company has incurred net losses and negative cash flows fromoperating activities in the past, the Company generated approximately$132 million and $107 million in cash flows from operating activitiesfor the year ended December 31, 2004 and the nine months endedSeptember 30, 2005, respectively. Additionally, the Company reportednet income of $42 million for the nine months ended September 30,2005.

As of September 30, 2005, the Company had $74 million incash and cash equivalents as well as $52 million in short-terminvestments, which the Company believes will be sufficient to fundexpected capital expenditures and to cover its working capital and debtservice requirements (including dividends on Alamosa Holdings preferredstock) for at least the next 12 months.

The Company'sfuture liquidity will be dependent on a number of factors influencingits projections of operating cash flows, including those related tosubscriber growth, average revenue per user, average monthly churn andcost per gross addition. Should actual results differ significantlyfrom these assumptions, the Company's liquidity position could beadversely affected and it could be in a position that would require itto raise additional capital which may or may not be available on termsacceptable to the Company, if at all, and could have a material adverseeffect on the Company's ability to achieve its intended businessobjectives.

4.    MERGERS AND ACQUISITIONS

TheCompany entered into an asset purchase agreement with NTCH Colorado,Inc. ("NTCH") in February 2005 with respectto the purchase of certain assets in the Grand Junction, Colorado BasicTrading Area ("BTA"). NTCH operated awireless telecommunication network in the Grand Junction, Colorado BTAunder the brand name Cleartalk. In accordance with the purchaseagreement, the Company acquired subscribers and entered into operatingleases for wireless tower space from NTCH and NTCH eliminated theCleartalk brand from the Grand Junction BTA. The commencement date ofthis agreement was September 1, 2005, at which time the purchase pricewas fixed based on the number of Cleartalk subscribers that had beensuccessfully converted to the Company's network. The agreementalso provided for the Company to reimburse NTCH for lost earningsduring the transition period, which was the period from the executionof the agreement in February 2005 through the commencement date ofSeptember 1, 2005 and amounted to approximately $865.

Theconsideration to the seller is made up of the $865 for lost earningsdiscussed above and a monthly cash payment of $143 for five yearsbeginning September 1, 2005. Included in the monthly payment is $91related to the operating leases entered into and $52 in considerationfor the subscribers and elimination of the Cleartalk brand. Thepurchase price was allocated to the assets received based on relativefair value.

7

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ALAMOSA(DELAWARE), INC. NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands,except as noted)

5.    STOCK-BASED COMPENSATION

The Company has elected to follow Accounting Principles Board("APB") Opinion No. 25,"Accounting for Stock Issued to Employees"and related interpretations in accounting for its employee stockoptions. No stock-based employee compensation cost related to optiongrants is reflected in the consolidated statements of operations forthe nine months ended September 30, 2005 or 2004, as all optionsgranted by the Company had an exercise price equal to or greater thanthe market value of the underlying Alamosa Holdings common stock on thedate of grant. Non-cash compensation expense reflected in theconsolidated statements of operations for the nine month periods endedSeptember 30, 2005 and 2004 is related to the vesting of shares ofrestricted stock awarded to officers and directors and unrestrictedshares of stock awarded to directors and is not related to the grantingof stock options. The following table illustrates the effect on netloss if the Company had applied the fair value recognition provisionsof Statement of Financial Accounting Standards("SFAS") No. 123, "Accountingfor Stock-Based Compensation," to stock-based employeecompensation:

|                                                                                                                              |  |                                        |        |                                      |  |        |        |         |  |        |        |         |  |        |         |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------|--|----------------------------------------|--------|--------------------------------------|--|--------|--------|---------|--|--------|--------|---------|--|--------|---------|---------|--|--|
|                                                                                                                         |  | Forthe three months endedSeptember 30, |        | For the ninemonths endedSeptember30, |
|                                                                                                                         |  | 2005                                   |        | 2004                                 |  | 2005   |        | 2004    |
| Netincome (loss) – asreported                                                                                          |  | $                                      | 17,919 |                                 |  | $      | 1,187  |    |  | $      | 41,511 |    |  | $      | (22,437 | )  |
| Add:stock-based employee compensation included in reported net income orloss, net of related taxeffects                      |  |                                   | 572    |                                 |  |   | 20     |    |  |   | 1,257  |    |  |   | 60      |    |
| Deduct:stock-based employee compensation expense determined under fair valuemethod for all awards, net of related taxeffects |  |                                   | (1,221 | )                               |  |   | (3,652 | )  |  |   | (3,331 | )  |  |   | (6,421  | )  |
| Netincome (loss) – proforma                                                                                            |  | $                                      | 17,270 |                                 |  | $      | (2,445 | )  |  | $      | 39,437 |    |  | $      | (28,798 | )  |
|                                                                                                                              |

6.    ACCOUNTSRECEIVABLE

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

The amounts presented in the consolidated balancesheets are net of an allowance for uncollectible accounts of $6,494 and$5,728 at September 30, 2005 and December 31, 2004, respectively.Estimates are used in determining the allowance for uncollectibleaccounts and are based on the Company's historical collectionexperience, current trends, credit policy, a percentage of accountsreceivable by aging category and expectations of future bad debts basedon current collection activities. In determining the allowance, theCompany considers historical write-offs of its receivables as well ashistorical changes in its credit policies. The Company also takes intoconsideration current trends in the credit quality of its customerbase.

Receivable from Sprint – Receivable fromSprint in the accompanying consolidated balance sheets consists of thefollowing:

|                             |  |                   |        |                   |  |        |        |        |  |  |
|-----------------------------|--|-------------------|--------|-------------------|--|--------|--------|--------|--|--|
|                        |  | September30, 2005 |        | December 31, 2004 |
| Net roamingreceivable       |  | $                 | 22,863 |              |  | $      | 20,948 |   |
| Accruedservice revenue      |  |              | 6,003  |              |  |   | 2,910  |   |
| Otheramounts due fromSprint |  |              | 845    |              |  |   | 951    |   |
|                        |  | $                 | 29,711 |              |  | $      | 24,809 |   |
|                             |

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ALAMOSA(DELAWARE), INC. NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands,except as noted)

Net roaming receivable includes net travelrevenue due from Sprint relative to PCS subscribers based outside ofthe Company's licensed territory who utilize the Company'sportion of the PCS network of Sprint. The net roaming receivable is netof amounts owed to Sprint relative to the Company's subscriberswho utilize the PCS network of Sprint outside of the Company'slicensed territory. The receivable is recorded net due to a right ofoffset with respect to the receivable from/payable to Sprint withrespect to travel and the fact that the activity has historically beensettled on a net basis by Sprint. In addition, net roaming receivablealso includes amounts due from Sprint, which have been collected fromother PCS providers and wholesale customers for their customers'usage of the Company's portion of the PCS network of Sprint.

Accrued service revenue represents the Company's estimate ofairtime usage and other charges that have been earned but not billed atthe end of the period.

Other amounts due from Sprint atSeptember 30, 2005 and December 31, 2004 primarily consist of universalservice fund recoveries and interconnect revenue receivable.

7.    PROPERTY AND EQUIPMENT

Property and equipment arestated net of accumulated depreciation and amortization of $307.3million and $246.4 million at September 30, 2005 and December 31, 2004,respectively.

8.    ASSET RETIREMENT OBLIGATIONS

Forthe Company's leased telecommunications facilities, primarilyconsisting of cell sites and switch site operating leases and operatingleases for retail and office space, the Company has adopted SFAS No.143, "Accounting for Asset RetirementObligations," as of January 1, 2003. The obligationsassociated with the Company's operating leases primarily relateto the restoration of the leased sites to specified conditionsdescribed in the respective lease agreements. For purposes ofdetermining the amounts recorded as asset retirement obligationsassociated with the respective leases, the Company has estimated thecosts by type of lease to be incurred upon the termination of the leasefor restoration costs, as adjusted for expected inflation. These costshave been discounted back to the origination of the lease using anappropriate discount rate to determine the amount of obligation to berecorded upon the inception of the lease. The liability is accreted upto the expected settlement amount over the life of the lease using theeffective interest rate method. A corresponding asset is recorded atthe inception of the lease in the same amount as the asset retirementobligation. This asset is depreciated using the same method and life ofsimilar network assets or leasehold improvements.

The followingtable illustrates the activity with respect to asset retirementobligations for the three months and nine months ended September 30,2005 and2004:

|                                             |  |                                        |         |                                      |  |        |         |        |  |        |         |        |  |        |         |        |  |  |
|---------------------------------------------|--|----------------------------------------|---------|--------------------------------------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                                        |  | Forthe three months endedSeptember 30, |         | For the ninemonths endedSeptember30, |
|                                        |  | 2005                                   |         | 2004                                 |  | 2005   |         | 2004   |
| Balanceat beginning ofperiod                |  | $                                      | 2,619   |                                 |  | $      | 1,979   |   |  | $      | 2,212   |   |  | $      | 1,813   |   |
| Initialobligation recorded during theperiod |  |                                   | 84      |                                 |  |   | 68      |   |  |   | 376     |   |  |   | 143     |   |
| Obligationssettled during theperiod         |  |                                   | — |                                 |  |   | — |   |  |   | — |   |  |   | — |   |
| Accretionof obligation during theperiod     |  |                                   | 63      |                                 |  |   | 48      |   |  |   | 178     |   |  |   | 139     |   |
| Impactof revision inestimates               |  |                                   | — |                                 |  |   | — |   |  |   | — |   |  |   | — |   |
| Balanceat end ofperiod                      |  | $                                      | 2,766   |                                 |  | $      | 2,095   |   |  | $      | 2,766   |   |  | $      | 2,095   |   |
|                                             |

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ALAMOSA(DELAWARE), INC. NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands,except as noted)

9.    GOODWILL AND INTANGIBLEASSETS

In connection with the acquisition of other PCSaffiliates of Sprint, the Company allocated portions of the respectivepurchase prices to identifiable intangible assets consisting of (i) thevalue of the Sprint agreements in place at the acquired companies and(ii) the value of the subscriber base in place at the acquiredcompanies. In addition to the identifiable intangibles, goodwill hasbeen recorded in the amount by which the purchase price exceeded thefair value of the net assets acquired, including identifiedintangibles.

The value assigned to the Sprint agreements isbeing amortized using the straight-line method over the remainingoriginal terms of the agreements that were in place at the time ofacquisition. The value assigned to the subscriber bases acquired isamortized using the straight-line method over the estimated life of theacquired subscribers.

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

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

The Company accounts for goodwill and intangible assetsin accordance with the provisions of SFAS No. 142,"Goodwill and Other Intangible Assets." Theprovisions of SFAS No. 142 (i) prohibit the amortization of goodwilland indefinite-lived intangible assets, (ii) require that goodwill andindefinite-lived intangible assets be tested annually for impairment(and in interim periods if certain events occur indicating that thecarrying value may be impaired) and (iii) require that reporting unitsbe identified for the purpose of assessing potential future impairmentsof goodwill.

Goodwill and intangible assets consistof:

|                                      |  |                   |          |                  |  |        |          |         |  |  |
|--------------------------------------|--|-------------------|----------|------------------|--|--------|----------|---------|--|--|
|                                 |  | September30, 2005 |          | December 31,2004 |
| Goodwill                             |  | $                 | —  |             |  | $      | —  |    |
| Intangibleassets:                    |  |              |     |             |  |   |     |    |
| Sprint affiliate and otheragreements |  | $                 | 532,653  |             |  | $      | 532,653  |    |
| Accumulatedamortization              |  |              | (138,636 | )           |  |   | (115,937 | )  |
| Subtotal                             |  |              | 394,017  |             |  |   | 416,716  |    |
| Subscriberbaseacquired               |  |              | 32,944   |             |  |   | 29,500   |    |
| Accumulatedamortization              |  |              | (29,595  | )           |  |   | (29,500  | )  |
| Subtotal                             |  |              | 3,349    |             |  |   | —  |    |
| Non-competeagreement                 |  |              | 133      |             |  |   | —  |    |
| Accumulatedamortization              |  |              | (2       | )           |  |   | —  |    |
| Subtotal                             |  |              | 131      |             |  |   | —  |    |
| Intangibleassets,net                 |  | $                 | 397,497  |             |  | $      | 416,716  |    |
|                                      |

10

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ALAMOSA(DELAWARE), INC. NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands,except as noted)

Amortization expense related to intangibleassets was $7,664 and $7,562 for the three months ended September 30,2005 and 2004, respectively, and $22,797 and $24,524 for the ninemonths ended September 30, 2005 and 2004, respectively.

Aggregate amortization expense relative to intangible assets for theperiods shown is estimated to be asfollows:

|                       |  |        |         |        |  |  |
|-----------------------|--|--------|---------|--------|--|--|
| Yearended December31, |  |   |
| 2005                  |  | $      | 30,656  |   |
| 2006                  |  |   | 31,436  |   |
| 2007                  |  |   | 31,436  |   |
| 2008                  |  |   | 31,436  |   |
| 2009                  |  |   | 31,436  |   |
| Thereafter            |  |   | 263,892 |   |
|                  |  | $      | 420,292 |   |
|                       |

10.    LONG-TERMDEBT

Long-term debt consists of thefollowing:

|                                                |  |                   |         |                  |  |        |         |        |  |  |
|------------------------------------------------|--|-------------------|---------|------------------|--|--------|---------|--------|--|--|
|                                           |  | September30, 2005 |         | December 31,2004 |
| 12 7/8% Senior DiscountNotes, net ofdiscount   |  | $                 | — |             |  | $      | 6,293   |   |
| 12%Senior Discount Notes, net ofdiscount       |  |              | 233,303 |             |  |   | 218,028 |   |
| 121⁄2%SeniorNotes                         |  |              | 11,600  |             |  |   | 11,600  |   |
| 13 5/8%Senior Notes                            |  |              | 2,325   |             |  |   | 2,325   |   |
| 11%SeniorNotes                                 |  |              | 250,895 |             |  |   | 250,895 |   |
| 81⁄2%SeniorNotes                          |  |              | 250,000 |             |  |   | 250,000 |   |
| **TotalDebt**                                  |  |              | 748,123 |             |  |   | 739,141 |   |
| Lesscurrentmaturities                          |  |              | — |             |  |   | — |   |
| **Longterm debt, excluding currentmaturities** |  | $                 | 748,123 |             |  | $      | 739,141 |   |
|                                                |

SENIORNOTES

12 7/8% Senior DiscountNotes – The 12 7/8% Senior DiscountNotes were issued in February 2000, mature February 15, 2010, carry acoupon rate of 12 7/8% and provide for interestdeferral through February 15, 2005. The 12 7/8%Senior Discount Notes accreted to their $6,389 face amount on February15, 2005. The 12 7/8% Senior Discount Notes wereredeemed in April 2005 at a premium of $411. Additionally, $71 inunamortized loan costs was charged to expense when the notes wereredeemed.

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

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

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ALAMOSA(DELAWARE), INC. NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands,except as noted)

Senior Discount Notes. As of December 31,2004, all of the escrowed proceeds had been used in connection withpayment of cash interest.

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

11% Senior Notes – The 11% Senior Noteswere issued in November 2003, mature July 31, 2010 and carry a couponrate of 11%, payable semiannually on January 31 and July 31.

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

11.    INCOME TAXES

TheCompany's effective income tax rate is based on annual income(loss), statutory tax rates, tax planning opportunities, expectedfuture taxable income and expected reversals of taxable temporarydifferences. The forecasted annual rate is then applied to theCompany's quarterly operating results. The Company establishes avaluation allowance for deferred tax assets when it is more likely thannot that the deferred tax assets will not be realized. Due to theCompany's limited operating history and lack of positive taxableearnings, a valuation allowance was established during 2003 as deferredtax assets were expected to exceed deferred tax liabilities. For thenine months ended September 30, 2004, the expected tax benefit relatedto net operating losses generated was fully offset by an increase inthe valuation allowance and the effective tax rate was negative 2.9percent. The effective tax rate for the nine months ended September 30,2005 is 23 percent. The difference between the statutory rate of 35percent and the projected rate is primarily due to a reduction of thevaluation allowance against deferred tax assets.

The Company isincluded in the consolidated federal income tax return filed by AlamosaHoldings, Inc. As a result, income tax expense and related income taxbalances included in the accompanying consolidated financial statementshave been calculated as if the Company had operated as a separateentity.

12.    SPRINT AGREEMENTS

In accordance withthe Company's affiliation agreements with Sprint, Sprint providesthe Company various services including billing, customer care,collections and inventory logistics. In addition, Sprint bills theCompany for various pass-through items such as commissions and rebatesto national retail merchants, handset subsidies on handsets activatedin the Company's territory but not sold by the Company and longdistance charges.

In 2003, the Company executed amendments toits affiliation agreements with Sprint. The amendments, among otherthings, established fixed per subscriber costs for services that theCompany purchases from Sprint through December 31, 2006 in the form oftwo new fees. The amendments created a new combined service bureau fee,which consolidates numerous fees that were previously settledseparately, for back office services such as billing and customer care.The combined service bureau fee was initially set at $7.70 per averagesubscriber per month through December 31, 2006 and will be recorded incosts of services and operations in the consolidated statement ofoperations. The 

12

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ALAMOSA(DELAWARE), INC. NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands,except as noted)

amendments also created a new per-activationfee, which consolidates numerous fees that were previously settledseparately, for marketing services such as subscriber activation andhandset logistics. The per-activation fee was initially calculated as apercentage of certain of Sprint PCS' selling and marketingexpenses and was to be applied to the actual number of gross subscriberactivations the Company experiences on a monthly basis through December31, 2006. The per-activation fee is recorded in selling and marketingexpenses in the consolidated statement of operations.

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ALAMOSA(DELAWARE), INC. NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands,except as noted)

In March 2004, the Company exercised itsrights under a most favored nations clause in the Sprint agreements toimplement the terms of an agreement entered into between Sprint andanother PCS Affiliate of Sprint. As a result, the Company entered intonew amendments that increased the per-activation fee and decreased theprice to the Company on purchases of handsets and accessories.Additionally, the March 2004 amendments increased the reciprocalroaming rate for data services from $0.0014 per Kb to $0.0020 per Kband extended the fixed reciprocal rates for voice and data roamingthrough December 31, 2006. In June 2004, the Company further amendedits agreements with Sprint to (i) reduce the combined service bureaufee from $7.70 to $7.00 per average subscriber per month and (ii)change the per-activation fee from a percentage of certain of SprintPCS' selling and marketing expenses to a fixed rate of $23.00 peractivation.

In addition to the new fees, the amendments changedthe methodology used for settling cash received from subscribers.Historically, actual weekly cash receipts were passed through to theCompany by Sprint based on a calculation of an estimate of the portionof that cash related to the Company's activity. Under the newmethodology, the Company receives its portion of billed revenue (net ofan 8% affiliation fee) less actual written off accounts in themonth subsequent to billing regardless of when Sprint collects the cashfrom the subscriber. The provisions of the amendments became effectiveon December 1, 2003 and the Company has the right to evaluatesubsequent amendments to the affiliation agreements of other similarlysituated PCS Affiliates of Sprint and adopt the provisions of thoseamendments if the Company elects to do so.

Expenses reflected inthe consolidated statements of operations related to the Sprintaffiliation agreementsare:

|                              |  |                                        |         |                                      |  |        |         |        |  |        |         |        |  |        |         |        |  |  |
|------------------------------|--|----------------------------------------|---------|--------------------------------------|--|--------|---------|--------|--|--------|---------|--------|--|--------|---------|--------|--|--|
|                         |  | Forthe three months endedSeptember 30, |         | For the ninemonths endedSeptember30, |
|                         |  | 2005                                   |         | 2004                                 |  | 2005   |         | 2004   |
| Costof service andoperations |  | $                                      | 87,036  |                                 |  | $      | 72,445  |   |  | $      | 246,943 |   |  | $      | 201,591 |   |
| Costof productssold          |  |                                   | 20,690  |                                 |  |   | 20,265  |   |  |   | 67,096  |   |  |   | 56,427  |   |
| Sellingandmarketing          |  |                                   | 12,448  |                                 |  |   | 16,858  |   |  |   | 39,415  |   |  |   | 38,067  |   |
| Total                        |  | $                                      | 120,174 |                                 |  | $      | 109,568 |   |  | $      | 353,454 |   |  | $      | 296,085 |   |
|                              |

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

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

On December15, 2004, Sprint Corporation ("Sprint") andNextel Communications, Inc. ("Nextel")announced a proposed merger of their two companies. Nextel operated awireless mobility communications network in certain territories inwhich the Company also provides digital wireless mobilitycommunications network services under the Sprint or affiliated brands.Sprint and Nextel closed the merger on August 12, 2005.

Basedupon the terms of the exclusivity covenants contained in the managementagreement between Sprint and AirGate PCS, Inc., a wholly-ownedsubsidiary of Alamosa Holdings and a sister company to Alamosa(Delaware), Alamosa Holdings believes that Nextel's operation ofa wireless 

14

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ALAMOSA(DELAWARE), INC. NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands,except as noted)

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

Aspreviously disclosed, Alamosa Holdings has been engaged in discussionswith Sprint in an attempt to reach a mutually acceptable resolution ofthe issues related to the Sprint-Nextel merger and its effect on theexisting management agreements between Sprint and AlamosaHoldings' subsidiaries. On August 8, 2005, AirGate filed alawsuit against Sprint, certain of its affiliates and Nextel in theDelaware Court of Chancery alleging, among other things, that followingthe completion of the merger, Sprint would be in breach of theexclusivity covenants contained in its management agreement withAirGate and that Nextel unlawfully interfered with AirGate'sexclusive rights under such agreement. The complaint seeks, among otherthings, an order directing Sprint and its affiliates to specificallyperform their contractual obligations under their agreements withAirGate, an injunction preventing Sprint and Nextel from taking anyaction or entering into any agreement that would violate theexclusivity covenants contained in the agreements, a declaratoryjudgment declaring the rights, remedies and obligations of the partiesunder the agreements, and damages. The Company and its operatingsubsidiaries also may decide to pursue remedies against Sprint andNextel, including bringing a lawsuit against Sprint and Nextel.

Under the Company's affiliation agreements with Sprint, anevent of termination can be declared by the Company after a materialbreach by Sprint is not cured within the applicable grace period,which, without extension by the Company, could be as much as 180 days.If the Company has the right to terminate its management agreementsbecause of an event of termination caused by Sprint, generally theCompany may (i) require Sprint to purchase all of its operating assetsused in connection with its portion of the PCS network of Sprint, (ii)in all areas in the Company's territory where Sprint is thelicensee for 20 MHz or more of the spectrum on the date it terminatesour management agreements, require Sprint to assign to the Company,subject to governmental approval, up to 10 MHz of licensed spectrum or(iii) choose not to terminate its management agreements and sue Sprintfor damages or other relief or submit the matter to arbitration.

Should the breach not be cured by Sprint or a modification, waiveror extension not be granted by the Company, the election by the Companyto terminate the affiliation agreements would constitute an event ofdefault under each series of the Company's outstanding seniornotes. Upon an event of default, the holders of the senior notes wouldhave the right to demand payment and the Company may not have adequateliquidity to satisfy this obligation. At this point in time, managementof the Company does not anticipate that an event of termination of theaffiliation agreements will occur.

13.    COMMITMENTSAND CONTINGENCIES

Alamosa Holdings Preferred StockDividends – In November 2003, Alamosa Holdings issued sharesof Series B Mandatorily Redeemable Convertible Preferred Stock. Holdersof the Series B Mandatorily Redeemable Convertible Preferred Stock areentitled to receive cumulative dividends at an annual rate of 71⁄2% of the $250 per share liquidationpreference. Dividends are payable quarterly in arrears on the lastcalendar day of each January, April, July and October. Until July 31,2008, Alamosa Holdings has the option to pay dividends in (i) cash,(ii) shares of Alamosa Holdings Series C Mandatorily RedeemableConvertible Preferred Stock, (iii) shares of Alamosa Holdings commonstock or (iv) a combination thereof. After July 31, 2008, all dividendsare payable in cash only. 

15

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ALAMOSA(DELAWARE), INC. NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands,except as noted)

Alamosa Holdings is a holding company thatgenerates no revenues. Accordingly, the source of any cash dividendspaid on the Series B Mandatorily Redeemable Convertible Preferred Stockis related to capital distributions from the Company to AlamosaHoldings. At September 30, 2005, Alamosa Holdings has 220,301 shares ofSeries B Mandatorily Redeemable Convertible Preferred Stock issued andoutstanding. Any future cash dividends paid on the Series B MandatorilyRedeemable Convertible Preferred Stock by Alamosa Holdings may requireadditional capital distributions from the Company to AlamosaHoldings.

Employment agreements – The Company isa party to employment agreements, effective October 1, 2002, andamended as of January 1, 2005, with its Chief Executive Officer("CEO") and Chief Financial Officer("CFO"). The CEO's agreement willexpire on December 31, 2007 and entitles the CEO to receive an annualbase salary of $425 in 2005, subject to increase from time to time. Theagreement also provides that so long as he serves on theCompany's board of directors, he will serve as Chairman of theBoard. The CFO's agreement will expire on December 31, 2006 andentitles him to receive an annual base salary of $400 in 2005, subjectto increase from time to time. The CEO and CFO are eligible to receivean annual performance-based bonus with an initial target of $340 and$280, respectively. The executives are entitled to participate in anylong-term incentive plans the Company establishes, including AlamosaHoldings' Amended and Restated 1999 Long Term Incentive Plan("LTIP").

The agreements provide forannual option grants, contingent upon continued employment. TheCEO's agreement provides for the grant of options to purchase80,000 shares, 64,000 shares and 51,200 shares in 2005, 2006 and 2007,respectively. The CFO's agreement provides for the grant ofoptions to purchase 50,000 shares and 40,000 shares in 2005 and 2006,respectively. Additionally, the agreements provide for grants ofrestricted stock subject to the terms of the LTIP and that vest uponcontinued employment and in amounts determined based upon attainment ofperformance goals as set forth in certain restricted stock agreements.The target shares for restricted stock grants for the CEO are 60,000 in2005, 48,000 in 2006, and 38,400 in 2007. The target shares forrestricted stock grants for the CFO are 50,000 in 2005 and 40,000 in2006. The actual award shares for restricted stock could range fromzero to 200% of the target amount.

The agreements entitlethe executives to $5,000 in term life insurance coverage, reimbursementfor reasonable business expenses, a car allowance, reimbursement forapproved club dues, reimbursement for an annual physical exam up to $5,and financial planning services up to $10 per annum. The executives mayparticipate in any incentive, retirement, life, medical, disability andother benefit plans available to the Company's other executiveswith comparable responsibilities, subject to the terms of thoseprograms.

Upon termination of employment by the Company withoutcause or by the executive for good reason, within thirty days after thedate of termination, the Company will provide the terminated executivea lump-sum severance payment equal to the sum of: (i) one year'sbase salary; (ii) the higher of (x) the executive's target bonusor (y) the average annual bonus the executive earned over the twopreceding years (the "Bonus"); and (iii) apro-rated bonus for the year of termination. If such termination occurswithin twelve months following a change in control, the terminatedexecutive is instead entitled to three times his base salary and Bonus,plus a pro-rata bonus for the year of termination. In either case, theterminated executive will also receive continuing welfare and fringebenefits for one year following termination of his employment (twoyears if such termination occurs within twelve months following achange in control) and all restricted stock and options granted to theexecutive under the agreement will become vested and exercisable.

The Company entered into employment agreements on October 1, 2002,as amended as of January 1, 2005 with its Chief Integration Officer("CIO"), Chief Technology Officer("CTO"), and 

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ALAMOSA(DELAWARE), INC. NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands,except as noted)

Senior Vice President of Corporate Finance("SVP"). The Company entered into anemployment agreement on December 1, 2002, as amended as of January 1,2005 with its Chief Operating Officer("COO"). The CIO's agreement willexpire on December 31, 2005. The agreements with the CTO, SVP and COOwill expire on December 31, 2006.

These agreements provide forannual grants of options to purchase 186,000 shares of Company commonstock during 2005 and 2006 and additionally provide for totalrestricted stock grants among these executives in the target amount of150,000 shares during 2005 and 2006. The actual award shares forrestricted stock could range from zero to 200% of the targetamount. Additionally, the agreements entitle the executives to bereimbursed for reasonable business expenses, car allowances, andreimbursement for annual physical exams in amounts as set forth intheir agreements as well as other allowed prerequisites. They mayparticipate in any incentive, retirement, life, medical, disability andother benefit plans available to the Company's other executiveswith comparable responsibilities, subject to the terms of thoseprograms.

Upon termination of employment by the Company withoutcause or by the executive for good reason, within thirty days after thedate of termination, the Company will provide the terminated executivea lump-sum severance payment equal to the sum of: (i) one year'sbase salary; (ii) the executive's Bonus; and (iii) a pro-ratedbonus for the year of termination. If such termination occurs withintwelve months following a change in control, the terminated executiveis instead entitled to receive two times base salary and Bonus, plus apro-rata bonus for the year of termination. In either case, theterminated executive will also receive continuing welfare and fringebenefits for one year (two years if such termination occurs withintwelve months following a change in control) and all restricted stockand options granted to the executive under the agreement will becomevested and exercisable.

The agreements contain non-compete andnon-solicitation provisions effective for (i) two years followingtermination of employment by the Company without cause or by theexecutive for good reason within one year following a change in controlor (ii) one year following termination of employment in any othercircumstances.

The restricted stock grants associated with theJanuary 2005 employment agreement amendments are considered variableawards as the number of the shares that will ultimately be earned bythe employee is not known until December 31 of each year during theterm of the agreement (the measurement dates). In accordance with FAS123, related compensation expense associated with the annual grants ismeasured based on the fair market value of the award at the measurementdate and is recognized over the vesting period.

The restrictedstock granted in January 2005 under the terms of these employmentagreement amendments vest 65% on March 1, 2006 and 35% onSeptember 1, 2006. Until the measurement date has been reached,compensation expense is adjusted for changes in the fair market value.The market value of the restricted stock grants was $2,468 on the dateof grant and was recorded as unearned compensation, a component ofshareholders' equity. At September 30, 2005, the unearnedcompensation was adjusted to $3,420 based on an increase in the fairmarket value of the award as of September 30, 2005. The non-cashcompensation expense recognized during the nine months ended September30, 2005 was $1,968 resulting in a balance of $1,452 in unearnedcompensation related to these awards as of September 30, 2005.

Litigation – The Company has been named as adefendant in a number of purported securities class actions in theUnited States District Court for the Southern District of New York,arising out of its initial public offering (the"IPO"). Various underwriters of the IPO alsoare named as defendants in the actions. The action against the Companyis one of more than 300 related class actions which have beenconsolidated and are pending in the same court. The complainants seekto recover damages 

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ALAMOSA(DELAWARE), INC. NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands,except as noted)

and allege, among other things, that theregistration statement and prospectus filed with the SEC for purposesof the IPO were false and misleading because they failed to disclosethat the underwriters allegedly (i) solicited and received commissionsfrom certain investors in exchange for allocating to them shares ofcommon stock in connection with the IPO, and (ii) entered intoagreements with their customers to allocate such stock to thosecustomers in exchange for the customers agreeing to purchase additionalCompany shares in the aftermarket at pre-determined prices. On February19, 2003, the Court granted motions by the Company and 115 otherissuers to dismiss the claims under Rule 10b-5 of the Exchange Actwhich had been asserted against them. The Court denied the motions bythe Company and virtually all of the other issuers to dismiss theclaims asserted against them under Section 11 of the Securities Act.The Company maintains insurance coverage which may mitigate itsexposure to loss in the event that this claim is not resolved in theCompany's favor. On October 13, 2004, the Court granted theplaintiffs' motion for class certification in cases against sixof the issuers (not including the Company), and stated that the orderof certification gave "strong guidance, if not dispositiveeffect" in the cases involving all other issuers. Theunderwriter defendants petitioned the U.S. Court of Appeals for theSecond Circuit to hear the appeal of the certification on aninterlocutory basis, and on June 30, 2005, the Second Circuit grantedtheir request. The Second Circuit has ordered the appeal to bescheduled and briefed in the normal course.

The issuers in theIPO cases, including the Company, have reached an agreement inprinciple with the plaintiffs to settle the claims asserted by theplaintiffs against them. Under the terms of the proposed settlement,the insurance carriers for the issuers will pay the plaintiffs thedifference between $1 billion and all amounts which the plaintiffsrecover from the underwriter defendants by way of settlement orjudgment. Accordingly, no payment on behalf of the issuers under theproposed settlement will be made by the issuers themselves. The claimsagainst the issuers will be dismissed, and the issuers and theirofficers and directors will receive releases from the plaintiffs. Underthe terms of the proposed settlement, the issuers will also assign toplaintiffs certain claims which they may have against the underwritersarising out of the issuers' IPOs, and the issuers will also agreenot to assert certain other claims which they may have against theunderwriters, without plaintiffs' consent. The proposedsettlement is subject to agreement among the parties on finalsettlement documents and the approval of the court. On August 31, 2005,the court set a date for a final approval hearing of April 24, 2006,and approved providing notice to all class members. The court orderedthat notice to the class be mailed beginning on November 15, 2005, andto be completed no later than January 15, 2006. Any class member whowishes to be excluded from the settlement must give notice by March 24,2006. Objections to the proposed settlement must be filed with thecourt by March 24, 2006. The court has scheduled a hearing to determinethe fairness of the settlement for April 24, 2006.

In November2003, December 2003 and January 2004, multiple lawsuits were filedagainst the Company and David E. Sharbutt, its Chairman and ChiefExecutive Officer as well as Kendall W. Cowan, its Chief FinancialOfficer. Steven Richardson, the Company's Chief OperatingOfficer, was also a named defendant in one of the lawsuits. Each claimis a purported class action filed on behalf of a putative class ofpersons who and/or entities that purchased Alamosa Holdings'securities between January 9, 2001 and June 13, 2002, inclusive, andseeks recovery of compensatory damages, fees and costs. Each lawsuitwas filed in the United States District Court for the Northern Districtof Texas, in either the Lubbock Division or the Dallas Division. OnFebruary 27, 2004, the lawsuits were consolidated into one actionpending in the United States District Court for the Northern Districtof Texas, Lubbock Division. On March 4, 2004, the Court appointed theMassachusetts State Guaranteed Annuity Fund to serve as lead plaintiffand approved its selection of lead counsel for the consolidatedaction.

On May 18, 2004, the lead plaintiff filed a consolidatedcomplaint. The consolidated complaint named three of the originaldefendants (the Company, David Sharbutt and Kendall Cowan), dropped

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ALAMOSA(DELAWARE), INC. NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands,except as noted)

one of the original defendants (StevenRichardson) and named two new defendants who are outside directors(Michael Roberts and Steven Roberts). The putative class periodremained the same. The consolidated complaint alleged violations ofSections 10(b) and 20(a) of the Exchange Act, Rule 10b-5 promulgatedthereunder, and Sections 11 and 15 of the Securities Act. Theconsolidated complaint sought recovery of compensatory damages, fees,costs, recission or rescissory damages in connection with the Sections11 and 15 claims, and injunctive relief and/or disgorgement inconnection with defendants' alleged insider trading proceeds. Atthe end of the putative class period on June 13, 2002, the Companyannounced that its projection of net subscriber additions for the thirdquarter of 2002 would be less than previously projected. Theconsolidated complaint alleged, among other things, that the Companymade false and misleading statements about subscriber additions duringthe putative class period. The consolidated complaint also alleged thatthe Company's financial statements were false and misleadingbecause the Company improperly recognized revenue and failed to recordadequate allowances for uncollectible receivables.

On March 28,2005, the Court granted the defendants' motion to dismiss andentered a judgment dismissing this action. On April 22, 2005, the leadplaintiff filed a notice of appeal from the dismissal order andjudgment to the Fifth Circuit Court of Appeals. On May 17, 2005, theFifth Circuit Court of Appeals dismissed the appeal pursuant to theunopposed motion of lead plaintiff/appellant.

On July 8 and 15,2004, two shareholder derivative suits, each asserting identicalallegations, were filed in State District Court in Dallas County, Texason behalf of the Company against certain of its officers and directors:David E. Sharbutt, the Company's Chairman and Chief ExecutiveOfficer, Kendall W. Cowan, the Company's Chief Financial Officer,as well as other current and former members of the Company'sboard of directors, including Scotty Hart, Michael V. Roberts, Ray M.Clapp, Jr., Schuyler B. Marshall, Thomas F. Riley, Jr., Steven C.Roberts, Jimmy R. White, Thomas B. Hyde and Tom M. Phelps. The suitsalso name the Company as a nominal defendant. On August 27, 2004, thelawsuits were consolidated into one action pending in State DistrictCourt in Dallas County, Texas. On November 24, 2004, the plaintiffsfiled a consolidated derivative petition. Based on allegationssubstantially similar to the federal shareholder action, the suitsassert claims for defendants' alleged violations of state law,including breaches of fiduciary duty, abuse of control, grossmismanagement, waste of corporate assets and unjust enrichment thatallegedly occurred between January 2001 and June 2002. The suits seekrecovery of damages, fees, costs, equitable and/or injunctive remedies,and disgorgement of all profits, benefits and other compensation. Thedefendants filed a motion to stay this action pending the outcome ofthe federal shareholder action. In the alternative, the defendantsfiled special exceptions to the consolidated derivative petitionrequesting dismissal of the action. The plaintiffs served writtendiscovery requests on defendants and in response, defendants filed amotion for protective order and to stay discovery.

On April 27,2005, the plaintiffs filed a notice of non-suit without prejudice todismiss the defendants and all claims asserted in this action withoutprejudice.

The Company is involved in various claims and legalactions arising in the ordinary course of business. The ultimatedisposition of these matters is not expected to have a material adverseimpact on the Company's financial position, results of operationsor liquidity.

14.    EFFECTS OF RECENTLY ISSUED ACCOUNTINGPRONOUNCEMENTS

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

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ALAMOSA(DELAWARE), INC. NOTES TO THE CONSOLIDATED FINANCIALSTATEMENTS  (CONTINUED) (UNAUDITED)(dollars in thousands,except as noted)

payments is no longer an alternative. SFASNo. 123(R) is effective for all stock-based awards granted on or afterJuly 1, 2005. In addition, companies must also recognize compensationexpense related to any awards that are not fully vested as of July 1,2005. Compensation expense for the unvested awards will be measuredbased on the fair value of the awards previously calculated indeveloping the pro forma disclosures in accordance with the provisionsof SFAS No. 123. On April 14, 2005, the SEC announced the adoption of anew rule that amends the compliance dates for SFAS No. 123(R). The newrule allows registrants to implement SFAS No. 123(R) at the beginningof their next fiscal year that begins after June 15, 2005. As a result,the Company will be required to adopt the provisions of SFAS No. 123(R)on January 1, 2006. The Company is currently assessing the impact ofadopting SFAS No. 123(R) to its consolidated results of operations.

In June 2005, the FASB issued SFAS No. 154, "AccountingChanges and Error Corrections a replacement of APB Opinion No. 20 andFASB Statement No. 3." This Statement changes therequirements for the accounting for and reporting of a change inaccounting principle. This Statement applies to voluntary changes aswell as those changes required by an accounting pronouncement if thatpronouncement does not include specific transition provisions. ThisStatement requires retrospective application to prior periods'financial statements of changes in accounting principle as opposed tobeing shown as a cumulative adjustment in the period of change. TheStatement is effective for all changes and corrections of errors madein fiscal years beginning after December 15, 2005. The adoption of thisstandard is not expected to materially impact the Company.

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

15.    GUARANTOR FINANCIAL STATEMENTS

Set forth below areconsolidating financial statements of the issuer and guarantorsubsidiaries and Alamosa Delaware Operations, LLC which is theCompany's non-guarantor subsidiary (the"Non-Guarantor Subsidiary") of the seniornotes as of September 30, 2005 and December 31, 2004 and for the threemonths and nine months ended September 30, 2005 and 2004. The guarantorsubsidiaries are all 100% owned by the Company and theguarantees are full and unconditional. Separate financial statements ofeach guarantor subsidiary have not been provided because management hasdetermined that they are not material to investors.

AlamosaHoldings is an additional guarantor with respect to the 12 1/2%senior notes and the 13 5/8% senior notes. Separate financialstatements for Alamosa Holdings have not been provided as AlamosaHoldings is a holding company which does not independently generateoperating revenue. The consolidated financial statements of AlamosaHoldings are included in its quarterly report on Form 10-Q for thethree months ended September 30,2005.

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ALAMOSA(DELAWARE), INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)(UNAUDITED)(dollars in thousands, except asnoted)

CONSOLIDATING BALANCE SHEETAS OF SEPTEMBER 30,2005

|                                          |  |        |           |                       |  |                         |           |              |  |              |         |        |  |        |          |         |  |        |           |         |  |  |
|------------------------------------------|--|--------|-----------|-----------------------|--|-------------------------|-----------|--------------|--|--------------|---------|--------|--|--------|----------|---------|--|--------|-----------|---------|--|--|
|                                     |  | Issuer |           | GuarantorSubsidiaries |  | Non-GuarantorSubsidiary |           | Eliminations |  | Consolidated |
| ASSETS                                   |  |   |      |                  |  |                    |      |         |  |         |    |   |  |   |     |    |  |   |      |    |
| CurrentAssets:                           |  |   |      |                  |  |                    |      |         |  |         |    |   |  |   |     |    |  |   |      |    |
| Cashand cashequivalents                  |  | $      | 2,062     |                  |  | $                       | 72,185    |         |  | $            | 16      |   |  | $      | —  |    |  | $      | 74,263    |    |
| Shortterminvestments                     |  |   | 51,553    |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | 51,553    |    |
| Customeraccounts receivable,net          |  |   | —   |                  |  |                    | 50,863    |         |  |         | — |   |  |   | —  |    |  |   | 50,863    |    |
| ReceivablefromSprint                     |  |   | —   |                  |  |                    | 29,711    |         |  |         | — |   |  |   | —  |    |  |   | 29,711    |    |
| Intercompanyreceivable                   |  |   | —   |                  |  |                    | 26,302    |         |  |         | 401     |   |  |   | (7,182   | )  |  |   | 19,521    |    |
| Interestreceivable                       |  |   | 202       |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | 202       |    |
| Inventory                                |  |   | —   |                  |  |                    | 10,150    |         |  |         | — |   |  |   | —  |    |  |   | 10,150    |    |
| Investmentinsubsidiary                   |  |   | 939,575   |                  |  |                    | —   |         |  |         | — |   |  |   | (939,575 | )  |  |   | —   |    |
| Prepaidexpenses and otherassets          |  |   | 13        |                  |  |                    | 10,831    |         |  |         | — |   |  |   | —  |    |  |   | 10,844    |    |
| Deferredcustomer acquisitioncosts        |  |   | —   |                  |  |                    | 4,865     |         |  |         | — |   |  |   | —  |    |  |   | 4,865     |    |
| Deferredtaxasset                         |  |   | 4,230     |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | 4,230     |    |
| Totalcurrentassets                       |  |   | 997,635   |                  |  |                    | 204,907   |         |  |         | 417     |   |  |   | (946,757 | )  |  |   | 256,202   |    |
| Propertyand equipment,net                |  |   | —   |                  |  |                    | 445,127   |         |  |         | — |   |  |   | —  |    |  |   | 445,127   |    |
| Debtissuance costs,net                   |  |   | 8,334     |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | 8,334     |    |
| Intangibleassets,net                     |  |   | —   |                  |  |                    | 397,497   |         |  |         | — |   |  |   | —  |    |  |   | 397,497   |    |
| Othernoncurrentassets                    |  |   | —   |                  |  |                    | 4,040     |         |  |         | — |   |  |   | —  |    |  |   | 4,040     |    |
| Totalassets                              |  | $      | 1,005,969 |                  |  | $                       | 1,051,571 |         |  | $            | 417     |   |  | $      | (946,757 | )  |  | $      | 1,111,200 |    |
| LIABILITIESAND STOCKHOLDER'SEQUITY       |  |   |      |                  |  |                    |      |         |  |         |    |   |  |   |     |    |  |   |      |    |
| CurrentLiabilities:                      |  |   |      |                  |  |                    |      |         |  |         |    |   |  |   |     |    |  |   |      |    |
| Accountspayable                          |  | $      | —   |                  |  | $                       | 13,604    |         |  | $            | — |   |  | $      | —  |    |  | $      | 13,604    |    |
| Accruedexpenses                          |  |   | 691       |                  |  |                    | 44,300    |         |  |         | — |   |  |   | —  |    |  |   | 44,991    |    |
| PayabletoSprint                          |  |   | —   |                  |  |                    | 20,784    |         |  |         | — |   |  |   | —  |    |  |   | 20,784    |    |
| IntercompanyPayable                      |  |   | 7,182     |                  |  |                    | —   |         |  |         | — |   |  |   | (7,182   | )  |  |   | —   |    |
| Interestpayable                          |  |   | 13,086    |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | 13,086    |    |
| Deferredrevenue                          |  |   | —   |                  |  |                    | 24,429    |         |  |         | — |   |  |   | —  |    |  |   | 24,429    |    |
| Currentinstallments of capitalleases     |  |   | —   |                  |  |                    | 106       |         |  |         | — |   |  |   | —  |    |  |   | 106       |    |
| Totalcurrentliabilities                  |  |   | 20,959    |                  |  |                    | 103,223   |         |  |         | — |   |  |   | (7,182   | )  |  |   | 117,000   |    |
| Capitalleaseobligations                  |  |   | —   |                  |  |                    | 671       |         |  |         | — |   |  |   | —  |    |  |   | 671       |    |
| Othernoncurrentliabilities               |  |   | —   |                  |  |                    | 8,519     |         |  |         | — |   |  |   | —  |    |  |   | 8,519     |    |
| Deferredtaxliability                     |  |   | 28,877    |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | 28,877    |    |
| Seniornotes                              |  |   | 748,123   |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | 748,123   |    |
| Totalliabilities                         |  |   | 797,959   |                  |  |                    | 112,413   |         |  |         | — |   |  |   | (7,182   | )  |  |   | 903,190   |    |
|                                     |  |   |      |                  |  |                    |      |         |  |         |    |   |  |   |     |    |  |   |      |    |
| Stockholder'sEquity:                     |  |   |      |                  |  |                    |      |         |  |         |    |   |  |   |     |    |  |   |      |    |
| Preferredstock                           |  |   | —   |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | —   |    |
| Commonstock                              |  |   | —   |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | —   |    |
| Additionalpaid-incapital                 |  |   | 932,059   |                  |  |                    | —   |         |  |         | — |   |  |   |     |    |  |   | 932,059   |    |
| LLCmember'sequity                        |  |   | —   |                  |  |                    | 939,158   |         |  |         | 417     |   |  |   | (939,575 | )  |  |   | —   |    |
| Accumulateddeficit                       |  |   | (722,593  | )                |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | (722,593  | )  |
| Unearnedcompensation                     |  |   | (1,456    | )                |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | (1,456    | )  |
| Totalstockholder'sequity                 |  |   | 208,010   |                  |  |                    | 939,158   |         |  |         | 417     |   |  |   | (939,575 | )  |  |   | 208,010   |    |
| Totalliabilities and stockholder'sequity |  | $      | 1,005,969 |                  |  | $                       | 1,051,571 |         |  | $            | 417     |   |  | $      | (946,757 | )  |  | $      | 1,111,200 |    |
|                                          |

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ALAMOSA(DELAWARE), INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)(UNAUDITED)(dollars in thousands, except asnoted)

CONSOLIDATING BALANCE SHEET AS OFDECEMBER 31,2004

|                                          |  |        |           |                       |  |                         |           |              |  |              |         |        |  |        |          |         |  |        |           |         |  |  |
|------------------------------------------|--|--------|-----------|-----------------------|--|-------------------------|-----------|--------------|--|--------------|---------|--------|--|--------|----------|---------|--|--------|-----------|---------|--|--|
|                                     |  | Issuer |           | GuarantorSubsidiaries |  | Non-GuarantorSubsidiary |           | Eliminations |  | Consolidated |
| ASSETS                                   |  |   |      |                  |  |                    |      |         |  |         |    |   |  |   |     |    |  |   |      |    |
| CurrentAssets:                           |  |   |      |                  |  |                    |      |         |  |         |    |   |  |   |     |    |  |   |      |    |
| Cashand cashequivalents                  |  | $      | 6,698     |                  |  | $                       | 120,418   |         |  | $            | 16      |   |  | $      | —  |    |  | $      | 127,132   |    |
| Shortterminvestments                     |  |   | 50,411    |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | 50,411    |    |
| Customeraccounts receivable,net          |  |   | —   |                  |  |                    | 44,687    |         |  |         | — |   |  |   | —  |    |  |   | 44,687    |    |
| ReceivablefromSprint                     |  |   | —   |                  |  |                    | 24,809    |         |  |         | — |   |  |   | —  |    |  |   | 24,809    |    |
| Intercompanyreceivable                   |  |   | 30,089    |                  |  |                    | —   |         |  |         | 401     |   |  |   | (30,490  | )  |  |   | —   |    |
| Interestreceivable                       |  |   | 216       |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | 216       |    |
| Inventory                                |  |   | —   |                  |  |                    | 9,136     |         |  |         | — |   |  |   | —  |    |  |   | 9,136     |    |
| Investmentinsubsidiary                   |  |   | 916,199   |                  |  |                    | —   |         |  |         | — |   |  |   | (916,199 | )  |  |   | —   |    |
| Prepaidexpenses and otherassets          |  |   | —   |                  |  |                    | 11,192    |         |  |         | — |   |  |   | —  |    |  |   | 11,192    |    |
| Deferredcustomer acquisitioncosts        |  |   | —   |                  |  |                    | 6,337     |         |  |         | — |   |  |   | —  |    |  |   | 6,337     |    |
| Deferredtaxasset                         |  |   | 4,230     |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | 4,230     |    |
| Totalcurrentassets                       |  |   | 1,007,843 |                  |  |                    | 216,579   |         |  |         | 417     |   |  |   | (946,689 | )  |  |   | 278,150   |    |
| Propertyand equipment,net                |  |   | —   |                  |  |                    | 441,808   |         |  |         | — |   |  |   | —  |    |  |   | 441,808   |    |
| Debtissuance costs,net                   |  |   | 9,086     |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | 9,086     |    |
| Intangibleassets,net                     |  |   | —   |                  |  |                    | 416,716   |         |  |         | — |   |  |   | —  |    |  |   | 416,716   |    |
| Othernoncurrentassets                    |  |   | —   |                  |  |                    | 4,188     |         |  |         | — |   |  |   | —  |    |  |   | 4,188     |    |
| Totalassets                              |  | $      | 1,016,929 |                  |  | $                       | 1,079,291 |         |  | $            | 417     |   |  | $      | (946,689 | )  |  | $      | 1,149,948 |    |
| LIABILITIESAND STOCKHOLDER'SEQUITY       |  |   |      |                  |  |                    |      |         |  |         |    |   |  |   |     |    |  |   |      |    |
| CurrentLiabilities:                      |  |   |      |                  |  |                    |      |         |  |         |    |   |  |   |     |    |  |   |      |    |
| Accountspayable                          |  | $      | —   |                  |  | $                       | 24,581    |         |  | $            | — |   |  | $      | —  |    |  | $      | 24,581    |    |
| Accruedexpenses                          |  |   | 570       |                  |  |                    | 41,813    |         |  |         | — |   |  |   | —  |    |  |   | 42,383    |    |
| PayabletoSprint                          |  |   | —   |                  |  |                    | 35,852    |         |  |         | — |   |  |   | —  |    |  |   | 35,852    |    |
| Payabletoparent                          |  |   | —   |                  |  |                    | 1,530     |         |  |         | — |   |  |   | —  |    |  |   | 1,530     |    |
| Interestpayable                          |  |   | 21,076    |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | 21,076    |    |
| Deferredrevenue                          |  |   | —   |                  |  |                    | 22,549    |         |  |         | — |   |  |   | —  |    |  |   | 22,549    |    |
| Intercompanypayable                      |  |   | —   |                  |  |                    | 30,490    |         |  |         | — |   |  |   | (30,490  | )  |  |   | —   |    |
| Currentinstallments of capitalleases     |  |   | —   |                  |  |                    | 110       |         |  |         | — |   |  |   | —  |    |  |   | 110       |    |
| Totalcurrentliabilities                  |  |   | 21,646    |                  |  |                    | 156,925   |         |  |         | — |   |  |   | (30,490  | )  |  |   | 148,081   |    |
| Capitalleaseobligations                  |  |   | —   |                  |  |                    | 749       |         |  |         | — |   |  |   | —  |    |  |   | 749       |    |
| Othernoncurrentliabilities               |  |   | —   |                  |  |                    | 5,835     |         |  |         | — |   |  |   | —  |    |  |   | 5,835     |    |
| Deferredtaxliability                     |  |   | 16,604    |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | 16,604    |    |
| Seniornotes                              |  |   | 739,141   |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | 739,141   |    |
| Totalliabilities                         |  |   | 777,391   |                  |  |                    | 163,509   |         |  |         | — |   |  |   | (30,490  | )  |  |   | 910,410   |    |
| Stockholder'sEquity:                     |  |   |      |                  |  |                    |      |         |  |         |    |   |  |   |     |    |  |   |      |    |
| Preferredstock                           |  |   | —   |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | —   |    |
| Commonstock                              |  |   | —   |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | —   |    |
| Additionalpaid-incapital                 |  |   | 1,003,707 |                  |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | 1,003,707 |    |
| LLCmember'sequity                        |  |   | —   |                  |  |                    | 915,782   |         |  |         | 417     |   |  |   | (916,199 | )  |  |   | —   |    |
| Accumulateddeficit                       |  |   | (764,104  | )                |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | (764,104  | )  |
| Unearnedcompensation                     |  |   | (65       | )                |  |                    | —   |         |  |         | — |   |  |   | —  |    |  |   | (65       | )  |
| Totalstockholder'sequity                 |  |   | 239,538   |                  |  |                    | 915,782   |         |  |         | 417     |   |  |   | (916,199 | )  |  |   | 239,538   |    |
| Totalliabilities and stockholder'sequity |  | $      | 1,016,929 |                  |  | $                       | 1,079,291 |         |  | $            | 417     |   |  | $      | (946,689 | )  |  | $      | 1,149,948 |    |
|                                          |

22

----

ALAMOSA(DELAWARE), INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)(UNAUDITED)(dollars in thousands, except asnoted)

CONSOLIDATING STATEMENT OFOPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30,2005

|                                          |  |        |         |                       |  |                         |         |              |  |              |         |        |  |        |         |         |  |        |         |         |  |  |
|------------------------------------------|--|--------|---------|-----------------------|--|-------------------------|---------|--------------|--|--------------|---------|--------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                     |  | Issuer |         | GuarantorSubsidiaries |  | Non-GuarantorSubsidiary |         | Eliminations |  | Consolidated |
| Revenues:                                |  |   |    |                  |  |                    |    |         |  |         |    |   |  |   |    |    |  |   |    |    |
| Subscriberrevenues                       |  | $      | — |                  |  | $                       | 166,850 |         |  | $            | — |   |  | $      | — |    |  | $      | 166,850 |    |
| Roamingand wholesalerevenues             |  |   | — |                  |  |                    | 71,761  |         |  |         | — |   |  |   | — |    |  |   | 71,761  |    |
| Servicerevenues                          |  |   | — |                  |  |                    | 238,611 |         |  |         | — |   |  |   | — |    |  |   | 238,611 |    |
| Productsales                             |  |   | — |                  |  |                    | 8,329   |         |  |         | — |   |  |   | — |    |  |   | 8,329   |    |
| Totalrevenues                            |  |   | — |                  |  |                    | 246,940 |         |  |         | — |   |  |   | — |    |  |   | 246,940 |    |
| Costsandexpenses:                        |  |   |    |                  |  |                    |    |         |  |         |    |   |  |   |    |    |  |   |    |    |
| Costof service andoperations             |  |   | — |                  |  |                    | 116,293 |         |  |         | — |   |  |   | — |    |  |   | 116,293 |    |
| Costof productssold                      |  |   | — |                  |  |                    | 20,690  |         |  |         | — |   |  |   | — |    |  |   | 20,690  |    |
| Sellingandmarketing                      |  |   | — |                  |  |                    | 33,245  |         |  |         | — |   |  |   | — |    |  |   | 33,245  |    |
| Generaland administrativeexpenses        |  |   | 996     |                  |  |                    | 3,068   |         |  |         | — |   |  |   | — |    |  |   | 4,064   |    |
| Depreciationandamortization              |  |   | — |                  |  |                    | 29,387  |         |  |         | — |   |  |   | — |    |  |   | 29,387  |    |
| Losson disposal of property andequipment |  |   | — |                  |  |                    | 286     |         |  |         | — |   |  |   | — |    |  |   | 286     |    |
| Non-cashcompensation                     |  |   | — |                  |  |                    | 922     |         |  |         | — |   |  |   | — |    |  |   | 922     |    |
| Income(loss) fromoperations              |  |   | (996    | )                |  |                    | 43,049  |         |  |         | — |   |  |   | — |    |  |   | 42,053  |    |
| Equityin earnings ofsubsidiaries         |  |   | 43,496  |                  |  |                    | — |         |  |         | — |   |  |   | (43,496 | )  |  |   | — |    |
| Losson debtexchange                      |  |   | — |                  |  |                    |    |         |  |         | — |   |  |   | — |    |  |   | — |    |
| Interestand otherincome                  |  |   | 451     |                  |  |                    | 516     |         |  |         | — |   |  |   | — |    |  |   | 967     |    |
| Interestexpense                          |  |   | (19,744 | )                |  |                    | (69     | )       |  |         | — |   |  |   | — |    |  |   | (19,813 | )  |
| Incomebefore income taxexpense           |  |   | 23,207  |                  |  |                    | 43,496  |         |  |         | — |   |  |   | (43,496 | )  |  |   | 23,207  |    |
| Incometaxexpense                         |  |   | (5,288  | )                |  |                    | — |         |  |         | — |   |  |   | — |    |  |   | (5,288  | )  |
| Netincome                                |  | $      | 17,919  |                  |  | $                       | 43,496  |         |  | $            | — |   |  | $      | (43,496 | )  |  | $      | 17,919  |    |
|                                          |

23

----

ALAMOSA(DELAWARE), INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)(UNAUDITED)(dollars in thousands, except asnoted)

CONSOLIDATING STATEMENT OFOPERATIONS FOR THE THREE MONTHS ENDED SEPTEMBER 30,2004

|                                          |  |        |         |                       |  |                         |         |              |  |              |         |        |  |        |         |         |  |        |         |         |  |  |
|------------------------------------------|--|--------|---------|-----------------------|--|-------------------------|---------|--------------|--|--------------|---------|--------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                     |  | Issuer |         | GuarantorSubsidiaries |  | Non-GuarantorSubsidiary |         | Eliminations |  | Consolidated |
| Revenues:                                |  |   |    |                  |  |                    |    |         |  |         |    |   |  |   |    |    |  |   |    |    |
| Subscriberrevenues                       |  | $      | — |                  |  | $                       | 143,623 |         |  | $            | — |   |  | $      | — |    |  | $      | 143,623 |    |
| Roamingand wholesalerevenues             |  |   | — |                  |  |                    | 59,106  |         |  |         | — |   |  |   | — |    |  |   | 59,106  |    |
| Servicerevenues                          |  |   | — |                  |  |                    | 202,729 |         |  |         | — |   |  |   | — |    |  |   | 202,729 |    |
| Productsales                             |  |   | — |                  |  |                    | 8,637   |         |  |         | — |   |  |   | — |    |  |   | 8,637   |    |
| Totalrevenues                            |  |   | — |                  |  |                    | 211,366 |         |  |         | — |   |  |   | — |    |  |   | 211,366 |    |
| Costsandexpenses:                        |  |   |    |                  |  |                    |    |         |  |         |    |   |  |   |    |    |  |   |    |    |
| Costof service andoperations             |  |   | — |                  |  |                    | 99,250  |         |  |         | — |   |  |   | — |    |  |   | 99,250  |    |
| Costof productssold                      |  |   | — |                  |  |                    | 20,265  |         |  |         | — |   |  |   | — |    |  |   | 20,265  |    |
| Sellingandmarketing                      |  |   | — |                  |  |                    | 40,090  |         |  |         | — |   |  |   | — |    |  |   | 40,090  |    |
| Generaland administrativeexpenses        |  |   | 1       |                  |  |                    | 5,647   |         |  |         | — |   |  |   | — |    |  |   | 5,648   |    |
| Depreciationandamortization              |  |   | — |                  |  |                    | 25,886  |         |  |         | — |   |  |   | — |    |  |   | 25,886  |    |
| Losson disposal of property andequipment |  |   | — |                  |  |                    | 172     |         |  |         | — |   |  |   | — |    |  |   | 172     |    |
| Non-cashcompensation                     |  |   | — |                  |  |                    | 20      |         |  |         | — |   |  |   | — |    |  |   | 20      |    |
| Income(loss) fromoperations              |  |   | (1      | )                |  |                    | 20,036  |         |  |         | — |   |  |   | — |    |  |   | 20,035  |    |
| Equityin earnings ofsubsidiaries         |  |   | 20,132  |                  |  |                    | — |         |  |         | — |   |  |   | (20,132 | )  |  |   | — |    |
| Interestand otherincome                  |  |   | 234     |                  |  |                    | 124     |         |  |         | — |   |  |   | — |    |  |   | 358     |    |
| Interestexpense                          |  |   | (19,178 | )                |  |                    | (28     | )       |  |         | — |   |  |   | — |    |  |   | (19,206 | )  |
| Incomebefore income taxexpense           |  |   | 1,187   |                  |  |                    | 20,132  |         |  |         | — |   |  |   | (20,132 | )  |  |   | 1,187   |    |
| Incometaxexpense                         |  |   | — |                  |  |                    | — |         |  |         | — |   |  |   | — |    |  |   | — |    |
| Netincome                                |  | $      | 1,187   |                  |  | $                       | 20,132  |         |  | $            | — |   |  | $      | (20,132 | )  |  | $      | 1,187   |    |
|                                          |

24

----

ALAMOSA(DELAWARE), INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)(UNAUDITED)(dollars in thousands, except asnoted)

CONSOLIDATING STATEMENT OF OPERATIONSFOR THE NINE MONTHS ENDED SEPTEMBER 30,2005

|                                          |  |        |         |                       |  |                         |         |              |  |              |         |        |  |        |          |         |  |        |         |         |  |  |
|------------------------------------------|--|--------|---------|-----------------------|--|-------------------------|---------|--------------|--|--------------|---------|--------|--|--------|----------|---------|--|--------|---------|---------|--|--|
|                                     |  | Issuer |         | GuarantorSubsidiaries |  | Non-GuarantorSubsidiary |         | Eliminations |  | Consolidated |
| Revenues:                                |  |   |    |                  |  |                    |    |         |  |         |    |   |  |   |     |    |  |   |    |    |
| Subscriberrevenues                       |  | $      | — |                  |  | $                       | 485,752 |         |  | $            | — |   |  | $      | —  |    |  | $      | 485,752 |    |
| Roamingand wholesalerevenues             |  |   | — |                  |  |                    | 198,656 |         |  |         | — |   |  |   | —  |    |  |   | 198,656 |    |
| Servicerevenues                          |  |   | — |                  |  |                    | 684,408 |         |  |         | — |   |  |   | —  |    |  |   | 684,408 |    |
| Productsales                             |  |   | — |                  |  |                    | 25,011  |         |  |         | — |   |  |   | —  |    |  |   | 25,011  |    |
| Totalrevenues                            |  |   | — |                  |  |                    | 709,419 |         |  |         | — |   |  |   | —  |    |  |   | 709,419 |    |
| Costsandexpenses:                        |  |   |    |                  |  |                    |    |         |  |         |    |   |  |   |     |    |  |   |    |    |
| Costof service andoperations             |  |   | — |                  |  |                    | 328,391 |         |  |         | — |   |  |   | —  |    |  |   | 328,391 |    |
| Costof productssold                      |  |   | — |                  |  |                    | 67,096  |         |  |         | — |   |  |   | —  |    |  |   | 67,096  |    |
| Sellingandmarketing                      |  |   | — |                  |  |                    | 103,383 |         |  |         | — |   |  |   | —  |    |  |   | 103,383 |    |
| Generaland administrativeexpenses        |  |   | 1,592   |                  |  |                    | 11,533  |         |  |         | — |   |  |   | —  |    |  |   | 13,125  |    |
| Mergerrelatedexpenses                    |  |   | — |                  |  |                    | 436     |         |  |         | — |   |  |   | —  |    |  |   | 436     |    |
| Depreciationandamortization              |  |   | — |                  |  |                    | 83,843  |         |  |         | — |   |  |   | —  |    |  |   | 83,843  |    |
| Losson disposal of property andequipment |  |   | — |                  |  |                    | 393     |         |  |         | — |   |  |   | —  |    |  |   | 393     |    |
| Non-cashcompensation                     |  |   | — |                  |  |                    | 2,028   |         |  |         | — |   |  |   | —  |    |  |   | 2,028   |    |
| Income(loss) fromoperations              |  |   | (1,592  | )                |  |                    | 112,316 |         |  |         | — |   |  |   | —  |    |  |   | 110,724 |    |
| Equityin earnings ofsubsidiaries         |  |   | 113,577 |                  |  |                    | — |         |  |         | — |   |  |   | (113,577 | )  |  |   | — |    |
| Losson debtexchange                      |  |   | (482    | )                |  |                    | — |         |  |         | — |   |  |   | —  |    |  |   | (482    | )  |
| Interestand otherincome                  |  |   | 1,175   |                  |  |                    | 1,391   |         |  |         | — |   |  |   | —  |    |  |   | 2,566   |    |
| Interestexpense                          |  |   | (58,835 | )                |  |                    | (130    | )       |  |         | — |   |  |   | —  |    |  |   | (58,965 | )  |
| Incomebefore income taxexpense           |  |   | 53,843  |                  |  |                    | 113,577 |         |  |         | — |   |  |   | (113,577 | )  |  |   | 53,843  |    |
| Incometaxexpense                         |  |   | (12,332 | )                |  |                    | — |         |  |         | — |   |  |   | —  |    |  |   | (12,332 | )  |
| Netincome                                |  | $      | 41,511  |                  |  | $                       | 113,577 |         |  | $            | — |   |  | $      | (113,577 | )  |  | $      | 41,511  |    |
|                                          |

25

----

ALAMOSA(DELAWARE), INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)(UNAUDITED)(dollars in thousands, except asnoted)

CONSOLIDATING STATEMENT OF OPERATIONSFOR THE NINE MONTHS ENDED SEPTEMBER 30,2004

|                                          |  |        |         |                       |  |                         |         |              |  |              |         |        |  |        |         |         |  |        |         |         |  |  |
|------------------------------------------|--|--------|---------|-----------------------|--|-------------------------|---------|--------------|--|--------------|---------|--------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                                     |  | Issuer |         | GuarantorSubsidiaries |  | Non-GuarantorSubsidiary |         | Eliminations |  | Consolidated |
| Revenues:                                |  |   |    |                  |  |                    |    |         |  |         |    |   |  |   |    |    |  |   |    |    |
| Subscriberrevenues                       |  | $      | — |                  |  | $                       | 401,938 |         |  | $            | — |   |  | $      | — |    |  | $      | 401,938 |    |
| Roamingand wholesalerevenues             |  |   | — |                  |  |                    | 153,964 |         |  |         | — |   |  |   | — |    |  |   | 153,964 |    |
| Servicerevenues                          |  |   | — |                  |  |                    | 555,902 |         |  |         | — |   |  |   | — |    |  |   | 555,902 |    |
| Productsales                             |  |   | — |                  |  |                    | 25,483  |         |  |         | — |   |  |   | — |    |  |   | 25,483  |    |
| Totalrevenues                            |  |   | — |                  |  |                    | 581,385 |         |  |         | — |   |  |   | — |    |  |   | 581,385 |    |
| Costsandexpenses:                        |  |   |    |                  |  |                    |    |         |  |         |    |   |  |   |    |    |  |   |    |    |
| Costof service andoperations             |  |   | — |                  |  |                    | 276,528 |         |  |         | — |   |  |   | — |    |  |   | 276,528 |    |
| Costof productssold                      |  |   | — |                  |  |                    | 56,427  |         |  |         | — |   |  |   | — |    |  |   | 56,427  |    |
| Sellingandmarketing                      |  |   | — |                  |  |                    | 102,922 |         |  |         | — |   |  |   | — |    |  |   | 102,922 |    |
| Generaland administrativeexpenses        |  |   | 665     |                  |  |                    | 15,970  |         |  |         | — |   |  |   | — |    |  |   | 16,635  |    |
| Depreciationandamortization              |  |   | — |                  |  |                    | 78,793  |         |  |         | — |   |  |   | — |    |  |   | 78,793  |    |
| Losson disposal of property andequipment |  |   | — |                  |  |                    | 3,082   |         |  |         | — |   |  |   | — |    |  |   | 3,082   |    |
| Non-cashcompensation                     |  |   | — |                  |  |                    | 60      |         |  |         | — |   |  |   | — |    |  |   | 60      |    |
| Income(loss) fromoperations              |  |   | (665    | )                |  |                    | 47,603  |         |  |         | — |   |  |   | — |    |  |   | 46,938  |    |
| Equityin earnings ofsubsidiaries         |  |   | 34,152  |                  |  |                    | — |         |  |         | — |   |  |   | (34,152 | )  |  |   | — |    |
| Losson debtextinguishment                |  |   | — |                  |  |                    | (13,101 | )       |  |         | — |   |  |   | — |    |  |   | (13,101 | )  |
| Interestand otherincome                  |  |   | 461     |                  |  |                    | 283     |         |  |         | — |   |  |   | — |    |  |   | 744     |    |
| Interestexpense                          |  |   | (55,760 | )                |  |                    | (633    | )       |  |         | — |   |  |   | — |    |  |   | (56,393 | )  |
| Income(loss) before income taxexpense    |  |   | (21,812 | )                |  |                    | 34,152  |         |  |         | — |   |  |   | (34,152 | )  |  |   | (21,812 | )  |
| Incometaxexpense                         |  |   | (625    | )                |  |                    | — |         |  |         | — |   |  |   | — |    |  |   | (625    | )  |
| Netincome(loss)                          |  | $      | (22,437 | )                |  | $                       | 34,152  |         |  | $            | — |   |  | $      | (34,152 | )  |  | $      | (22,437 | )  |
|                                          |

26

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ALAMOSA(DELAWARE), INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)(UNAUDITED)(dollars in thousands, except asnoted)

CONSOLIDATING STATEMENT OF CASH FLOWSFOR THE NINE MONTHS ENDED SEPTEMBER 30,2005

|                                                                                           |  |        |          |                       |  |                         |         |              |  |              |         |        |  |        |          |         |  |        |         |         |  |  |
|-------------------------------------------------------------------------------------------|--|--------|----------|-----------------------|--|-------------------------|---------|--------------|--|--------------|---------|--------|--|--------|----------|---------|--|--------|---------|---------|--|--|
|                                                                                      |  | Issuer |          | GuarantorSubsidiaries |  | Non-GuarantorSubsidiary |         | Eliminations |  | Consolidated |
| Cashflows from operatingactivities:                                                       |  |   |     |                  |  |                    |    |         |  |         |    |   |  |   |     |    |  |   |    |    |
| Netincome                                                                                 |  | $      | 41,511   |                  |  | $                       | 113,577 |         |  | $            | — |   |  | $      | (113,577 | )  |  | $      | 41,511  |    |
| Adjustmentsto reconcile net income to net cash provided by (used in) operatingactivities: |  |   |     |                  |  |                    |    |         |  |         |    |   |  |   |     |    |  |   |    |    |
| Equityin earnings ofsubsidiaries                                                          |  |   | (113,577 | )                |  |                    | — |         |  |         | — |   |  |   | 113,577  |    |  |   | — |    |
| Non-cashcompensation                                                                      |  |   | —  |                  |  |                    | 2,028   |         |  |         | — |   |  |   | —  |    |  |   | 2,028   |    |
| Non-cashaccretion of asset retirementobligation                                           |  |   | —  |                  |  |                    | 178     |         |  |         | — |   |  |   | —  |    |  |   | 178     |    |
| Provisionfor baddebts                                                                     |  |   | —  |                  |  |                    | 6,804   |         |  |         | — |   |  |   | —  |    |  |   | 6,804   |    |
| Depreciationand amortization of property andequipment                                     |  |   | —  |                  |  |                    | 61,047  |         |  |         | — |   |  |   | —  |    |  |   | 61,047  |    |
| Amortizationof intangibleassets                                                           |  |   | —  |                  |  |                    | 22,797  |         |  |         | — |   |  |   | —  |    |  |   | 22,797  |    |
| Amortizationof financing costs included in interestexpense                                |  |   | 681      |                  |  |                    | — |         |  |         | — |   |  |   | —  |    |  |   | 681     |    |
| Losson debtextinguishment                                                                 |  |   | 482      |                  |  |                    | — |         |  |         | — |   |  |   | —  |    |  |   | 482     |    |
| Interestaccreted on discountnotes                                                         |  |   | 15,371   |                  |  |                    | — |         |  |         | — |   |  |   | —  |    |  |   | 15,371  |    |
| Deferredincometaxes                                                                       |  |   | 12,273   |                  |  |                    | — |         |  |         | — |   |  |   | —  |    |  |   | 12,273  |    |
| Losson disposal of property andequipment                                                  |  |   | —  |                  |  |                    | 393     |         |  |         | — |   |  |   | —  |    |  |   | 393     |    |
| Mergerrelatedexpenses                                                                     |  |   | —  |                  |  |                    | 436     |         |  |         | — |   |  |   | —  |    |  |   | 436     |    |
| (Increase)decreasein:                                                                     |  |   |     |                  |  |                    |    |         |  |         |    |   |  |   |     |    |  |   |    |    |
| Receivablefrom/payable toparent                                                           |  |   | 37,271   |                  |  |                    | (59,160 | )       |  |         | — |   |  |   | —  |    |  |   | (21,889 | )  |
| Receivables                                                                               |  |   | 14       |                  |  |                    | (17,881 | )       |  |         | — |   |  |   | —  |    |  |   | (17,867 | )  |
| Inventory                                                                                 |  |   | —  |                  |  |                    | (1,014  | )       |  |         | — |   |  |   | —  |    |  |   | (1,014  | )  |
| Prepaidexpenses and otherassets                                                           |  |   | (13      | )                |  |                    | 2,298   |         |  |         | — |   |  |   | —  |    |  |   | 2,285   |    |
| Decreasein:                                                                               |  |   |     |                  |  |                    |    |         |  |         |    |   |  |   |     |    |  |   |    |    |
| Accountspayable and accruedexpenses                                                       |  |   | (7,869   | )                |  |                    | (10,945 | )       |  |         | — |   |  |   | —  |    |  |   | (18,814 | )  |
| Netcash provided by (used in) operatingactivities                                         |  |   | (13,856  | )                |  |                    | 120,558 |         |  |         | — |   |  |   | —  |    |  |   | 106,702 |    |
| Cashflows from investingactivities:                                                       |  |   |     |                  |  |                    |    |         |  |         |    |   |  |   |     |    |  |   |    |    |
| Proceedsfrom sale ofassets                                                                |  |   | —  |                  |  |                    | 303     |         |  |         | — |   |  |   | —  |    |  |   | 303     |    |
| Purchasesof property andequipment                                                         |  |   | —  |                  |  |                    | (76,319 | )       |  |         | — |   |  |   | —  |    |  |   | (76,319 | )  |
| Netcash paid inacquisition                                                                |  |   | —  |                  |  |                    | (865    | )       |  |         | — |   |  |   | —  |    |  |   | (865    | )  |
| Mergerrelatedexpenses                                                                     |  |   | —  |                  |  |                    | (436    | )       |  |         | — |   |  |   | —  |    |  |   | (436    | )  |
| Changein short terminvestments                                                            |  |   | (1,142   | )                |  |                    | — |         |  |         | — |   |  |   | —  |    |  |   | (1,142  | )  |
| Netcash used in investingactivities                                                       |  |   | (1,142   | )                |  |                    | (77,317 | )       |  |         | — |   |  |   | —  |    |  |   | (78,459 | )  |
| Cashflows from financingactivities:                                                       |  |   |     |                  |  |                    |    |         |  |         |    |   |  |   |     |    |  |   |    |    |
| Redemptionof seniornotes                                                                  |  |   | (6,800   | )                |  |                    | — |         |  |         | — |   |  |   | —  |    |  |   | (6,800  | )  |
| Capitaldistribution toparent                                                              |  |   | 17,162   |                  |  |                    | (91,392 | )       |  |         | — |   |  |   | —  |    |  |   | (74,230 | )  |
| Paymentson capitalleases                                                                  |  |   | —  |                  |  |                    | (82     | )       |  |         | — |   |  |   | —  |    |  |   | (82     | )  |
| Netcash provided by (used in) financingactivities                                         |  |   | 10,362   |                  |  |                    | (91,474 | )       |  |         | — |   |  |   | —  |    |  |   | (81,112 | )  |
| Netdecrease in cash and cashequivalents                                                   |  |   | (4,636   | )                |  |                    | (48,233 | )       |  |         | — |   |  |   | —  |    |  |   | (52,869 | )  |
| Cashand cash equivalents at beginning ofperiod                                            |  |   | 6,698    |                  |  |                    | 120,418 |         |  |         | 16      |   |  |   | —  |    |  |   | 127,132 |    |
| Cashand cash equivalents at end ofperiod                                                  |  | $      | 2,062    |                  |  | $                       | 72,185  |         |  | $            | 16      |   |  | $      | —  |    |  | $      | 74,263  |    |
|                                                                                           |

27

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ALAMOSA(DELAWARE), INC.NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS(CONTINUED)(UNAUDITED)(dollars in thousands, except asnoted)

CONSOLIDATING STATEMENT OF CASH FLOWSFOR THE NINE MONTHS ENDED SEPTEMBER 30,2004

|                                                                                                  |  |        |          |                       |  |                         |          |              |  |              |         |        |  |        |         |         |  |        |          |         |  |  |
|--------------------------------------------------------------------------------------------------|--|--------|----------|-----------------------|--|-------------------------|----------|--------------|--|--------------|---------|--------|--|--------|---------|---------|--|--------|----------|---------|--|--|
|                                                                                             |  | Issuer |          | GuarantorSubsidiaries |  | Non-GuarantorSubsidiary |          | Eliminations |  | Consolidated |
| Cashflows from operating activities:                                                             |  |   |     |                  |  |                    |     |         |  |         |    |   |  |   |    |    |  |   |     |    |
| Net income(loss)                                                                                 |  | $      | (22,437  | )                |  | $                       | 34,152   |         |  | $            | — |   |  | $      | (34,152 | )  |  | $      | (22,437  | )  |
| Adjustmentsto reconcile net income (loss) to net cash provided by (used in)operating activities: |  |   |     |                  |  |                    |     |         |  |         |    |   |  |   |    |    |  |   |     |    |
| Equity in earnings ofsubsidiaries                                                                |  |   | (34,152  | )                |  |                    | —  |         |  |         | — |   |  |   | 34,152  |    |  |   | —  |    |
| Non-cashcompensationexpense                                                                      |  |   | —  |                  |  |                    | 60       |         |  |         | — |   |  |   | — |    |  |   | 60       |    |
| Non-cashinterest expense on derivativeinstruments                                                |  |   | —  |                  |  |                    | 6        |         |  |         | — |   |  |   | — |    |  |   | 6        |    |
| Non-cashaccretion of asset retirementobligation                                                  |  |   | —  |                  |  |                    | 139      |         |  |         | — |   |  |   | — |    |  |   | 139      |    |
| Provisionfor baddebts                                                                            |  |   | —  |                  |  |                    | 7,603    |         |  |         | — |   |  |   | — |    |  |   | 7,603    |    |
| Depreciationand amortization of property andequipment                                            |  |   | —  |                  |  |                    | 54,269   |         |  |         | — |   |  |   | — |    |  |   | 54,269   |    |
| Amortizationof intangibleassets                                                                  |  |   | —  |                  |  |                    | 24,524   |         |  |         | — |   |  |   | — |    |  |   | 24,524   |    |
| Amortizationof financing costs included in interestexpense                                       |  |   | 634      |                  |  |                    | 84       |         |  |         | — |   |  |   | — |    |  |   | 718      |    |
| Losson debtextinguishment                                                                        |  |   | —  |                  |  |                    | 13,101   |         |  |         | — |   |  |   | — |    |  |   | 13,101   |    |
| Interestaccreted on discountnotes                                                                |  |   | 18,351   |                  |  |                    | —  |         |  |         | — |   |  |   | — |    |  |   | 18,351   |    |
| Losson disposal of property andequipment                                                         |  |   | —  |                  |  |                    | 3,082    |         |  |         | — |   |  |   | — |    |  |   | 3,082    |    |
| (Increase)decrease in:                                                                           |  |   |     |                  |  |                    |     |         |  |         |    |   |  |   |    |    |  |   |     |    |
| Receivable from/payable toparent                                                                 |  |   | 476      |                  |  |                    | —  |         |  |         | — |   |  |   | — |    |  |   | 476      |    |
| Receivables                                                                                      |  |   | —  |                  |  |                    | (20,318  | )       |  |         | — |   |  |   | — |    |  |   | (20,318  | )  |
| Inventory                                                                                        |  |   | —  |                  |  |                    | 531      |         |  |         | — |   |  |   | — |    |  |   | 531      |    |
| Prepaidexpenses and otherassets                                                                  |  |   | 194      |                  |  |                    | 1,640    |         |  |         | — |   |  |   | — |    |  |   | 1,834    |    |
| Increase(decrease) in:                                                                           |  |   |     |                  |  |                    |     |         |  |         |    |   |  |   |    |    |  |   |     |    |
| Accounts payable and accruedexpenses                                                             |  |   | 3,837    |                  |  |                    | 3,232    |         |  |         | — |   |  |   | — |    |  |   | 7,069    |    |
| Netcash provided by (used in) operatingactivities                                                |  |   | (33,097  | )                |  |                    | 122,105  |         |  |         | — |   |  |   | — |    |  |   | 89,008   |    |
| Cashflows from investing activities:                                                             |  |   |     |                  |  |                    |     |         |  |         |    |   |  |   |    |    |  |   |     |    |
| Proceeds fromsale ofassets                                                                       |  |   | —  |                  |  |                    | 569      |         |  |         | — |   |  |   | — |    |  |   | 569      |    |
| Purchasesof property andequipment                                                                |  |   | —  |                  |  |                    | (63,765  | )       |  |         | — |   |  |   | — |    |  |   | (63,765  | )  |
| Purchasesof intangibleassets                                                                     |  |   | —  |                  |  |                    | (453     | )       |  |         | — |   |  |   | — |    |  |   | (453     | )  |
| Investmentinsubsidiary                                                                           |  |   | (198,612 | )                |  |                    | 198,612  |         |  |         | — |   |  |   | — |    |  |   | —  |    |
| Changein restrictedcash                                                                          |  |   | 1        |                  |  |                    | —  |         |  |         | — |   |  |   | — |    |  |   | 1        |    |
| Changein short terminvestments                                                                   |  |   | (50,342  | )                |  |                    | —  |         |  |         | — |   |  |   | — |    |  |   | (50,342  | )  |
| Changein intercompanybalances                                                                    |  |   | 27,742   |                  |  |                    | (27,742  | )       |  |         | — |   |  |   | — |    |  |   | —  |    |
| Netcash provided by (used in) investingactivities                                                |  |   | (221,211 | )                |  |                    | 107,221  |         |  |         | — |   |  |   | — |    |  |   | (113,990 | )  |
| Cashflows from financing activities:                                                             |  |   |     |                  |  |                    |     |         |  |         |    |   |  |   |    |    |  |   |     |    |
| Proceeds fromissuance of seniornotes                                                             |  |   | 250,000  |                  |  |                    | —  |         |  |         | — |   |  |   | — |    |  |   | 250,000  |    |
| Repaymentsof borrowings under senior secureddebt                                                 |  |   | —  |                  |  |                    | (200,000 | )       |  |         | — |   |  |   | — |    |  |   | (200,000 | )  |
| Debtissuancecosts                                                                                |  |   | (8,206   | )                |  |                    | —  |         |  |         | — |   |  |   | — |    |  |   | (8,206   | )  |
| Capitaldistribution toparent                                                                     |  |   | (8,348   | )                |  |                    | —  |         |  |         | — |   |  |   | — |    |  |   | (8,348   | )  |
| Paymentson capitalleases                                                                         |  |   | —  |                  |  |                    | (415     | )       |  |         | — |   |  |   | — |    |  |   | (415     | )  |
| Netcash provided by (used in) financingactivities                                                |  |   | 233,446  |                  |  |                    | (200,415 | )       |  |         | — |   |  |   | — |    |  |   | 33,031   |    |
| Netincrease (decrease) in cash and cashequivalents                                               |  |   | (20,862  | )                |  |                    | 28,911   |         |  |         | — |   |  |   | — |    |  |   | 8,049    |    |
| Cashand cash equivalents at beginning ofperiod                                                   |  |   | 27,542   |                  |  |                    | 70,677   |         |  |         | 23      |   |  |   | — |    |  |   | 98,242   |    |
| Cashand cash equivalents at end ofperiod                                                         |  | $      | 6,680    |                  |  | $                       | 99,588   |         |  | $            | 23      |   |  | $      | — |    |  | $      | 106,291  |    |
|                                                                                                  |

28

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ITEM2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIALCONDITION AND RESULTS OF OPERATIONS

Forward-LookingStatements

This quarterly report on Form 10-Q includes"forward-looking statements" within themeaning of Section 27A of the Securities Act of 1933, as amended (the"Securities Act"), and Section 21E of theSecurities Exchange Act of 1934, as amended (the "ExchangeAct"), which can be identified by the use offorward-looking terminology such as "may,""might," "could,""would," "believe,""expect," "intend,""plan," "seek,""anticipate,""estimate,""project" or"continue" or the negative thereof or othervariations thereon or comparable terminology. All statements other thanstatements of historical fact included in this quarterly report on Form10-Q regarding our financial position and liquidity may be deemed to beforward-looking statements. These forward-looking statementsinclude:

|  |              |                                                |
|--|--------------|------------------------------------------------|
|  | •  | forecasts ofpopulation growth in ourterritory; |

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

|  |              |                                                                                   |
|--|--------------|-----------------------------------------------------------------------------------|
|  | •  | statements regardingexpectations or projections about markets in our territories. |

Although we believe that the expectations reflected in suchforward-looking statements are reasonable, we can give no assurancethat such expectations will prove to have been correct. Importantfactors with respect to any such forward-looking statements, includingcertain risks and uncertainties that could cause actual results todiffer materially from our expectations, are further disclosed in ourannual report on Form 10-K for the year ended December 31, 2004 underthe sections "Item 1. Business" and"Item 7. Management's Discussion and Analysis ofFinancial Condition and Results of Operations." Importantfactors that could cause actual results to differ materially from thosein the forward-looking statements include, but are not limitedto:

|  |              |                                               |
|--|--------------|-----------------------------------------------|
|  | •  | our dependence on ouraffiliation with Sprint; |

|  |              |                                                                                                                                                   |
|--|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | theability of Sprint to alter the terms of our affiliation agreements withit, including fees paid or charged to us and other programrequirements; |

|  |              |                                   |
|--|--------------|-----------------------------------|
|  | •  | our anticipationof future losses; |

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

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

|  |              |                                                 |
|--|--------------|-------------------------------------------------|
|  | •  | potential fluctuationsin our operating results; |

|  |              |                                                                                      |
|--|--------------|--------------------------------------------------------------------------------------|
|  | •  | ourability to predict future customer growth, as well as other keyoperating metrics; |

|  |              |                                   |
|--|--------------|-----------------------------------|
|  | •  | changes oradvances in technology; |

|  |              |                                                               |
|--|--------------|---------------------------------------------------------------|
|  | •  | theability to leverage third generation products andservices; |

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

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

|  |              |                                                    |
|--|--------------|----------------------------------------------------|
|  | •  | our ability toattract and retain skilledpersonnel; |

|  |              |                                                                                            |
|--|--------------|--------------------------------------------------------------------------------------------|
|  | •  | our potential needfor additional capital or the need for refinancing existingindebtedness; |

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

|  |              |                                                                         |
|--|--------------|-------------------------------------------------------------------------|
|  | •  | our inability topredict the outcomes of potentially materiallitigation; |

|  |              |                                                                   |
|--|--------------|-------------------------------------------------------------------|
|  | •  | the potentialimpact of wireless local number portability, orWLNP; |

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

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

29

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

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

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

Definitions of Operating Metrics

We discussthe following operating metrics relating to our business in thissection:

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

|  |              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--|--------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | •  | Average monthly churnis used to measure the rate at which subscribers based in our territorydeactivate service on a voluntary or involuntary basis. We calculateaverage monthly churn based on the number of subscribers deactivatedduring the period (net of transfers out of our service area and thosewho deactivated within 30 days of activation) as a percentage of ouraverage daily subscriber base during the period divided by the numberof months during theperiod. |

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

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

General

As a PCS Affiliate of Sprint, wehave the exclusive right to provide wireless mobility communicationsservices under the Sprint brand name in our licensed territory. We ownand are responsible for building, operating and managing the portion ofthe PCS network of Sprint located in our territory. We offer nationalplans designed by Sprint as well as local plans tailored to our marketdemographics. Our portion of the PCS network of Sprint is designed tooffer a seamless connection with the 100% digital PCS nationwidewireless network of Sprint. We market Sprint PCS products and servicesthrough a number of distribution outlets located in our territory,including our own retail stores, major national distributors and localthird party distributors. At September 30, 2005, we had total licensedPOPs of over 15.8 million, covered POPs of approximately 13.5 millionand total subscribers of approximately 1.0 million.

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

30

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As part of our affiliation agreements withSprint, we have contracted with Sprint to provide back office servicessuch as customer activation, handset logistics, billing, customer careand network monitoring services. We initially elected to delegate theperformance of these services to Sprint to take advantage of theireconomies of scale, to accelerate our build-out and market launches andto lower our initial capital requirements. We continue to contract withSprint for these services today and are obligated to continue usingSprint to provide these services through December 31, 2006. The costfor these services is primarily on a per-subscriber or per-transactionbasis and is recorded as an operating expense.

CriticalAccounting Policies

The fundamental objective of financialreporting is to provide useful information that allows a reader tocomprehend the business activities of an entity. To aid in thatunderstanding, we have identified our "critical accountingpolicies." These policies have the potential to have amore significant impact on our consolidated financial statements,either because of the significance of the financial statement item towhich they relate or because they require judgment and estimation dueto the uncertainty involved in measuring, at a specific point in time,events which are continuous in nature.

Allowance fordoubtful accounts – Estimates are used in determining ourallowance for doubtful accounts and are based on our historicalcollection experience, current trends, credit policy, a percentage ofour accounts receivable by aging category and expectations of futurebad debts based on current collection activities. In determining theallowance, we consider historical write-offs of our receivables as wellas historical changes in our credit policies. We also look at currenttrends in the credit quality of our customer base.

Revenuerecognition – We record equipment revenue for the sale ofhandsets and accessories to customers in our retail stores and to localresellers in our territories. We do not record equipment revenue onhandsets and accessories purchased by our customers from nationalresellers or directly from Sprint. Our customers pay an activation feewhen they initiate service. We allocate amounts charged to customers atthe point of sale between the sale of handsets and other equipment andthe sale of wireless telecommunications services in those transactionstaking place in distribution channels that we directly control.Activation fees charged in transactions outside of our directlycontrolled distribution channels continue to be deferred and amortizedover the average life of the subscriber base.

We recognizerevenue from our customers as they use the service. Additionally, weprovide a reduction of recorded revenue for billing adjustments andbilling corrections.

The cost of handsets sold generally exceedsthe retail sales price, as it is common in our industry to subsidizethe price of handsets for competitive reasons. For handsets soldthrough channels controlled by Sprint that are activated by asubscriber in our territory, we reimburse Sprint for the amount ofsubsidy incurred by them in connection with the sale of these handsets.This reimbursement paid to Sprint is reflected in our selling andmarketing expenses in the consolidated statements of operations.

Accounting for goodwill and intangible assets – Wehave recorded certain intangible assets in connection withacquisitions, including both identifiable intangibles and goodwill.Identifiable intangibles consist of the Sprint agreements and therespective subscriber bases in place at the acquired companies at thetime of acquisition. The intangible assets related to the Sprintagreements are being amortized on a straight line basis over theremaining original term of the underlying Sprint agreements. Thesubscriber base intangible asset is amortized on a straight line basisover the estimated life of the acquired subscribers.

Long-lived asset recovery – Long-lived assets,consisting primarily of property, equipment and intangibles, comprisedapproximately 76 percent of our total assets at September 30, 2005.Changes in technology or in our intended use of these assets may causethe estimated period of use or the value of these assets to change. Inaddition, changes in general industry conditions could cause the valueof 

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certain of these assets to change. We monitorthe appropriateness of the estimated useful lives of these assets.Whenever events or changes in circumstances indicate that the carryingamounts of these assets may not be recoverable, we review therespective assets for impairment. In performing this review, assets aregrouped according to identifiable cash flow streams and theundiscounted cash flow over the life of the asset group is compared tothe carrying value of the asset group. We have determined that we haveone asset grouping related to cash flows generated by our subscriberbase, which includes all of our assets. The life of this asset groupfor purposes of these impairment tests is assumed to be ten years.Estimates and assumptions used in both estimating the useful life andevaluating potential impairment issues require a significant amount ofjudgment.

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

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

On a quarterly basis, weevaluate the need for and adequacy of the valuation allowance basedupon the expected realizability of our deferred tax assets and adjustthe amount of such allowance, if necessary. The factors used to assessthe likelihood of realization are the latest forecast of future taxableincome, available tax planning strategies and the future reversal ofexisting taxable temporary differences.

Reliance on thetimeliness and accuracy of data received from Sprint – Weplace significant reliance on Sprint as a service provider in terms ofthe timeliness and accuracy of financial and statistical data relatedto customers based in our service territory that we receive on aperiodic basis from Sprint. We make significant estimates in terms ofrevenue, cost of service, selling and marketing costs and the adequacyof our allowance for uncollectible accounts based on this data wereceive from Sprint. We obtain assurance as to the accuracy of thisdata through analytic review and reliance on the service auditor reporton Sprint's internal control processes prepared by Sprint'sexternal service auditor. Inaccurate or incomplete data from Sprintcould have a material adverse effect on our results of operations andcash flow.

Consolidated Results of Operations (dollars inthousands)

For the three and nine month periodsended September 30, 2005 compared to the three and nine month periodsended September 30, 2004

Subscriber growth and keyperformance indicators – We had total subscribers ofapproximately 1,043,000 at September 30, 2005 compared to approximately866,000 at September 30, 2004. This growth of approximately 177,000subscribers represents a 20 percent increase year over year. Theincrease in subscriber growth is primarily attributable to an increasein our distribution channels, primarily in our own Sprint retail storesand branded dealers in our territory as well as overall growth in thewireless telecommunications industry.

Average monthly churn forthe third quarter of 2005 was approximately 2.3 percent compared toapproximately 2.4 percent for the third quarter of 2004.

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

Subscriber revenue consists of payments received fromour subscribers for monthly service under their service plans.Subscriber revenue also includes amortization of deferred activationfees and charges for the use of various features including PCS Vision,the wireless web and voice activated dialing. Subscriber revenues were$166,850 for the quarter ended September 30, 2005 compared to $143,623for the quarter ended September 30, 2004. This increase of 16 percentwas primarily due to the increase in our subscriber base discussedabove. Subscriber revenues were $485,752 for the nine months endedSeptember 30, 2005 compared to $401,938 for the nine months endedSeptember 30, 2004. This increase of 21 percent was also primarily dueto the increase in the subscriber base discussed above. Base ARPU(which does not include roaming revenue) decreased in the third quarterof 2005 to $54 compared to $57 in the third quarter of 2004. Base ARPUin the first nine months of 2005 was relatively consistent at $55compared to $56 in the first nine months of 2004.

Roaming andwholesale revenue is comprised of revenue from Sprint and other PCSsubscribers based outside of our territory who roam onto our portion ofthe PCS network of Sprint as well as revenue from resellers of PCSservice whose subscribers use our portion of the PCS network ofSprint.

Roaming revenue was $56,923 for the quarter endedSeptember 30, 2005 compared to $49,475 for the quarter ended September30, 2004. This increase of 15 percent was due to a 19 percent increasein inbound roaming minutes to 719 million for the quarter endedSeptember 30, 2005 compared to 604 million for the quarter endedSeptember 30, 2004. Roaming revenue was $159,284 for the nine monthsended September 30, 2005 compared to $135,887 for the nine months endedSeptember 30, 2004. This increase of 17 percent was primarily due to a18 percent increase in inbound roaming minutes to 2.0 billion for thenine months ended September 30, 2005 compared to 1.7 billion for thenine months ended September 30, 2004. The percentage increase inrevenue in both the three and nine month periods ended September 30,2005 was less than the percentage increase in minutes due to decliningrates from carriers other than Sprint. We have a reciprocal roamingrate arrangement with Sprint pursuant to which per-minute charges forinbound and outbound roaming related to Sprint subscribers areidentical. This rate is fixed at 5.8 cents per minute until December31, 2006. We are currently a net receiver of roaming with Sprint,meaning that the minute volume from other Sprint subscribers roamingonto our network is greater than the minute volume from our subscribersroaming onto other portions of the PCS network of Sprint. The ratio ofinbound to outbound Sprint roaming minutes was 1.17 to 1 for the ninemonths ended September 30, 2005. We have experienced an increase in thevolume of inbound roaming traffic from PCS providers other than Sprint.This traffic is settled at rates separately negotiated by Sprint on ourbehalf with the other PCS providers and these rates have declined insome cases during 2005 compared to 2004.

Wholesale revenue was$14,838 for the quarter ended September 30, 2005 compared to $9,631 forthe quarter ended September 30, 2004. This increase of 54 percent wasdue to the addition of revenue related to subscribers of another PCScarrier with whom Sprint entered into an agreement to allow thosesubscribers to use the PCS network of Sprint on a wholesale basissubsequent to September 30, 2004. As a result, all minutes of use forthose subscribers in their home areas as well as when roaming are onthe PCS network of Sprint. Wholesale revenue was $39,372 for the ninemonths ended September 30, 2005 compared to $18,077 for the nine monthsended September 30, 2004. This increase of 118 percent was also due tothe addition of wholesale subscribers as discussed above.

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

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handsets are returned to Sprint forrefurbishing, we may receive a credit from Sprint, which is less thanthe amount we originally paid for the handset.

Product salesrevenue for the quarter ended September 30, 2005 was $8,329 compared to$8,637 for the quarter ended September 30, 2004. Cost of products soldfor the quarter ended September 30, 2005 was $20,690 compared to$20,265 for the quarter ended September 30, 2004. As such, the subsidyon handsets sold through our retail and local indirect channels was$12,361 in the quarter ended September 30, 2005 and $11,628 in thequarter ended September 30, 2004. Product sales revenue for the ninemonths ended September 30, 2005 was $25,011 compared to $25,483 for thenine months ended September 30, 2004. Cost of products sold for thenine months ended September 30, 2005 was $67,096 compared to $56,427for the nine months ended September 30, 2004. As such, the subsidy onhandsets sold through our retail and local indirect channels was$42,085 in the nine months ended September 30, 2005 and $30,944 in thenine months ended September 30, 2004. The increase in subsidies of$11,141 in the nine months ended September 30, 2005 is primarily due toan increase in the number of activations through our retail and localindirect channels of approximately 17,000 subscribers and an increasein subsidies associated with handset upgrades of approximately$1,758.

Cost of service and operations – Cost ofservice and operations includes the costs of operating our portion ofthe PCS network of Sprint. These costs include items such as toweroperating leases and maintenance as well as backhaul costs, which arecosts associated with transporting wireless calls across our portion ofthe PCS network of Sprint to another carrier's network. Inaddition, cost of service and operations includes outbound roamingcosts, long distance charges, the fees we pay to Sprint for our 8percent affiliation fee, back office services such as billing andcustomer care, as well as our provision for estimated uncollectibleaccounts. Expenses of $116,293 in the quarter ended September 30, 2005were approximately 17 percent higher than the $99,250 incurred in thequarter ended September 30, 2004. Expenses of $328,391 in the ninemonths ended September 30, 2005 were approximately 19 percent higherthan the $276,528 incurred in the nine months ended September 30, 2004.The increase in expenses in the three and nine months ended September30, 2005 was due to the increased volume of traffic carried on ournetwork due to the increase in our subscribers, as well as wholesaleand resale customers. Total minutes of use on our network were 3.2billion minutes in the quarter ended September 30, 2005 compared to 2.5billion minutes in the quarter ended September 30, 2004 for an increasein traffic of 28 percent. Total minutes of use on our network were 9.1billion minutes in the nine months ended September 30, 2005 compared to6.6 billion minutes in the nine months ended September 30, 2004 for anincrease in traffic of 38 percent. The increase in costs was lowerrelative to the increase in traffic due to the leverage we experiencein spreading our fixed network operating costs over a larger volume ofactivity.

Selling and marketing expenses –Selling and marketing expenses include advertising, promotion,sales commissions and expenses related to our distribution channels,including our retail store expenses. In addition, we reimburse Sprintfor the subsidy on handsets sold through national retail stores due tothe fact that these retailers purchase their handsets from Sprint. Thissubsidy is recorded as a selling and marketing expense. Total sellingand marketing expenses of $33,245 in the quarter ended September 30,2005 were 17 percent lower than the $40,090 incurred in the quarterended September 30, 2004. Total selling and marketing expenses of$103,383 in the nine months ended September 30, 2005 were comparable tothe $102,922 incurred in the nine months ended September 30, 2004. Thefluctuations experienced during the three months and nine months endedSeptember 30, 2005, respectively, are attributable to fluctuations invariable costs resulting from fluctuations in gross activations ofapproximately (15,000) and 19,000 in the three months and nine monthsended September 30, 2005, respectively, as compared to the three monthsand nine months ended September 30, 2004, as well as fluctuations insubsidies on handsets sold through national retail stores to existingsubscribers of approximately $(2,197) and $230 in the three months andnine months ended September 30, 2005, respectively.

Generaland administrative expenses – General and administrativeexpenses include corporate costs and expenses such as administrationand finance. General and administrative expenses of $4,064 in thequarter ended September 30, 2005 were 28 percent lower than the $5,648incurred in the quarter ended September 30, 2004. General andadministrative expenses of $13,125 in the nine months ended

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September 30, 2005 were 21 percent lower thanthe $16,635 incurred in the nine months ended September 30, 2004. Thedecrease in the three months and nine months ended September 30, 2005has been the result of a reduced allocation of general andadministrative expenses incurred at the consolidated Alamosa Holdingslevel due to the allocation of costs to AirGate.

Mergerrelated expenses – Merger related expenses in the ninemonths ended September 30, 2005 of $436 relates to incremental travelcosts associated with our employees in connection with the acquisitionof AirGate PCS, Inc. ("AirGate") by AlamosaHoldings that are not considered part of the cost of the transaction inthe purchase price allocation. These costs were incurred by us due tothe fact that Alamosa Holdings has no employees.

Depreciation and amortization – Depreciation andamortization includes depreciation of our property and equipment aswell as amortization of intangibles. Depreciation is calculated on thestraight-line method over the estimated useful lives of the underlyingassets and totaled $21,723 in the quarter ended September 30, 2005,which was 19 percent higher than the $18,324 recorded in the quarterended September 30, 2004. Depreciation totaled $61,047 in the ninemonths ended September 30, 2005, which was 12 percent higher than the$54,269 recorded in the nine months ended September 30, 2004. Theincrease in the three months and nine months ended September 30, 2005is due to the increase in depreciable costs as a result of our capitalexpenditures in the last six months of 2004 and the first nine monthsof 2005.

Amortization expense relates to identifiable intangibleassets we have recorded related to the agreements with Sprint and thecustomer base acquired in connection with purchase transactions.Amortization expense of $7,664 in the quarter ended September 30, 2005was comparable to the $7,562 in the quarter ended September 30, 2004.Amortization expense of $22,797 in the nine months ended September 30,2005 was 7 percent less than the $24,524 in the nine months endedSeptember 30, 2004. The decrease in the nine months ended September 30,2005 is due to the subscriber bases acquired in the quarter ended March31, 2001, which became fully amortized during the quarter ended March31, 2004.

Loss on disposal of property and equipment –We recorded a loss on disposal of property and equipment in thethree months and nine months ended September 30, 2005 of $286 and $393,respectively, compared to a loss of $172 and $3,082 in the three monthsand nine months ended September 30, 2004, respectively. Losses recordedin 2004 primarily relate to the abandonment of certain networkequipment with a carrying value of approximately $2.1 million that hadbecome technologically obsolete.

Non-cash compensation– Non-cash compensation expense of $922 in the quarter endedSeptember 30, 2005 was significantly higher than the $20 in the quarterended September 30, 2004. Non-cash compensation expense of $2,028 inthe nine months ended September 30, 2005 was significantly higher thanthe $60 in the nine months ended September 30, 2004. The expenserelates to vesting of restricted stock that had been awarded to certainof our officers. The increase in 2005 is due to the issuance of anadditional 200,000 shares of restricted stock to our officers.

Income from operations – Our operating income for thequarter ended September 30, 2005 was $42,053 compared to $20,035 forthe quarter ended September 30, 2004, representing an improvement of$22,018. Our operating income for the nine months ended September 30,2005 was $110,724 compared to $46,938 for the nine months endedSeptember 30, 2004, representing an improvement of $63,786. Theimprovement in operating income is primarily attributable to theleverage we have achieved in spreading our fixed costs over a largerbase of subscribers.

Loss on debt extinguishment –The loss on debt extinguishment of $482 recorded in the ninemonths ended September 30, 2005 includes a premium paid on earlyredemption of our 12 7/8% Senior Discount Notes in April 2005 of$411 and $71 in unamortized loan costs written off upon the redemptionof these notes. The loss on debt extinguishment of $13,101 recorded inthe nine months ended September 30, 2004 relates to the repayment andtermination of our senior secured credit facility in January 2004. Theloss is comprised of $12,565 in net deferred loan fees related to theterminated credit facility plus the recognition of $536 in othercomprehensive loss related to derivative instruments used for hedginginterest rate risk on outstanding borrowings under the creditfacility.

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Interest and other income –Interest and other income represents amounts earned on theinvestment of excess cash. Income of $967 in the quarter endedSeptember 30, 2005 was significantly higher than the $358 earned in thequarter ended September 30, 2004. Income of $2,566 in the nine monthsended September 30, 2005 was significantly higher than the $744 earnedin the nine months ended September 30, 2004. The increase in interestand other income earned in the three months and nine months endedSeptember 30, 2005 is primarily due to the fact that during 2004, theBoard of Directors approved a change in the Company's investmentpolicy to extend the allowable weighted average maturity of investmentsfrom the 90 days allowed previously to 270 days. As a result, excesscash has been invested in higher yielding instruments. Additionally,the yields on all of our investments have increased during 2005 due toincreases in market interest rates.

Interest expense –Interest expense for the quarters ended September 30, 2005 and2004 included non-cash interest of $2,427 and $6,525, respectively,related to the accretion of senior discount notes, the amortization ofdebt issuance costs and changes in the fair value of hedge instrumentsthat do not qualify for hedge accounting treatment. The increase intotal interest expense to $19,813 in the quarter ended September 30,2005 from $19,206 in the quarter ended September 30, 2004 is dueprimarily to the issuance of the 8 1/2% Senior Notes in thefirst quarter of 2004 which were at a slightly higher interest ratethan the secured credit facility that was terminated with the proceedsfrom the 8 1/2% Senior Notes. Interest expense for the ninemonths ended September 30, 2005 and 2004 included non-cash interest of$16,052 and $19,075, respectively. The increase in total interestexpense to $58,965 in the nine months ended September 30, 2005 from$56,393 in the nine months ended September 30, 2004 is also due to theincreased level of debt after the debt exchange completed in November2004 coupled with a lower interest rate on senior notes issued inJanuary 2004.

Income Taxes

We account for income taxesin accordance with SFAS No. 109 "Accounting for IncomeTaxes." As of December 31, 2000, the net deferred taxasset consisted primarily of temporary differences related to thetreatment of organizational costs, unearned compensation, interestexpense and net operating loss carry forwards. The net deferred taxasset was fully offset by a valuation allowance as of December 31, 2000because there was sufficient uncertainty as to whether we wouldrecognize the benefit of those deferred taxes in future periods. Inconnection with the acquisitions completed in the quarter ended March31, 2001, we recorded significant deferred tax liabilities due todifferences in the book and tax basis of the net assets acquired,particularly intangible assets.

The reversal of the timingdifferences which gave rise to these deferred tax liabilities allowedus to realize the benefit of timing differences which gave rise to thedeferred tax asset. As a result, we released the valuation allowanceduring the third quarter of 2001. Prior to 2001, all deferred taxbenefit had been fully offset by an increase in the valuation allowancesuch that there was no financial statement impact with respect toincome taxes. With the reduction of the valuation allowance in 2001, webegan to reflect a deferred tax benefit in our consolidated statementof operations. During 2003, we reinstated a valuation allowance toreflect the deferred tax assets at the amounts expected to be realized.The valuation allowance was further increased in 2004 to reflect thedeferred tax assets at the amounts expected to be realized. The 2005forecasted annual effective tax rate reflects a release of a portion ofthe valuation allowance based upon projected 2005 taxable income. On aquarterly basis, we evaluate the need for and adequacy of the valuationallowance based on the expected realizability of our deferred taxassets and adjust the amount of such allowance, if necessary. Thefactors used to assess the likelihood of realization are the latestforecast of future taxable income, available tax planning strategiesand the future reversal of existing taxable temporary differences.

Cash Flows

Operating activities – Operatingcash flows increased $17,694 in the nine months ended September 30,2005 compared to the nine months ended September 30, 2004. Thisincrease is primarily due to an increase in net income of $63,948reduced by advances to Alamosa Holdings of approximately $22,000 inconnection with Alamosa Holdings' acquisition of AirGate in thefirst quarter of 2005.

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Investing activities – Ourinvesting cash flows were negative $78,459 in the nine months endedSeptember 30, 2005 compared to negative $113,990 in the nine monthsended September 30, 2004. Cash purchases of property and equipment were$76,319 and $63,765 in the nine months ended September 30, 2005 and2004, respectively. In the nine months ended September 30, 2004, weinvested approximately $50 million in short term investments.

Financing activities – Our financing cash flowsdecreased in the nine months ended September 30, 2005 to negative$81,112 from positive $33,031 in the nine months ended September 30,2004. In the nine months ended September 30, 2004, we received netproceeds from an offering of senior notes of approximately $242million, which were used to permanently repay $200 million inborrowings outstanding under our senior secured credit facility. In thenine months ended September 30, 2005, we made capital distributions toAlamosa Holdings in the amount of $74,230 in connection with AlamosaHoldings' acquisition of AirGate.

Liquidity and CapitalResources

Since inception, we have financed our operationsthrough capital contributions from our owners, debt financing andproceeds generated from public offerings of our common stock. Theproceeds from these transactions have been used to fund the build-outof our portion of the PCS network of Sprint, subscriber acquisitioncosts and working capital.

While we have incurred net losses andnegative cash flows from operating activities in the past, we generatedapproximately $132 million and approximately $107 million in cash flowsfrom operating activities for the year ended December 31, 2004 and thenine months ended September 30, 2005, respectively. Additionally, wereported net income of $45 million for the nine months ended September30, 2005.

As of September 30, 2005, we had $74 million of cashon hand as well as $52 million in short-term investments, which webelieve will be sufficient to fund expected capital expenditures and tocover our working capital and debt service requirements (includingdividends on Alamosa Holdings preferred stock) for at least the next 12months.

Our future liquidity will be dependent on a number offactors influencing our projections of operating cash flows, includingthose related to subscriber growth, ARPU, average monthly churn andcost per gross addition. Should actual results differ significantlyfrom these assumptions, our liquidity position could be adverselyaffected and we could be in a position that would require us to raiseadditional capital, which may or may not be available on termsacceptable to us, if at all, and could have a material adverse effecton our ability to achieve our intended business objectives.

Future Trends That May Affect Operating Results, Liquidity andCapital Resources

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

Based upon the terms of the exclusivity covenantscontained in the management agreement between Sprint and AirGate PCS,Inc., a wholly-owned subsidiary of Alamosa Holdings and a sistercompany to us, Alamosa Holdings believes that Nextel's operationof a wireless mobility communications network in territories in whichAirGate operates from and after the closing of the Sprint-Nextel mergerconstitutes a breach of the exclusivity covenants in the AirGatemanagement agreement with Sprint. Moreover, based upon publicstatements and disclosures made by Sprint and Nextel, we believe thatactions that Sprint and Nextel may take in connection with theintegration of their operations following completion of the merger mayconstitute a breach of the exclusivity and certain other provisions ofthe management agreements between Sprint and our operatingsubsidiaries.

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As previously disclosed, Alamosa Holdingshad been engaged in discussions with Sprint in an attempt to reach amutually acceptable resolution of the issues related to theSprint-Nextel merger and its effect on the existing managementagreements between Sprint and Alamosa Holdings' subsidiaries. OnAugust 8, 2005, AirGate filed a lawsuit against Sprint, certain of itsaffiliates and Nextel in the Delaware Court of Chancery alleging, amongother things, that following the completion of the merger, Sprint wouldbe in breach of the exclusivity covenants contained in its managementagreement with AirGate and that Nextel unlawfully interfered withAirGate's exclusive rights under such agreement. The complaintseeks, among other things, an order directing Sprint and its affiliatesto specifically perform their contractual obligations under theiragreements with AirGate, an injunction preventing Sprint and Nextelfrom taking any action or entering into any agreement that wouldviolate the exclusivity covenants contained in the agreements, adeclaratory judgment declaring the rights, remedies and obligations ofthe parties under the agreements, and damages. We, along with ouroperating subsidiaries, also may decide to pursue remedies againstSprint and Nextel, including bringing a lawsuit against Sprint andNextel.

Under our affiliation agreements with Sprint, an eventof termination can be declared by us after a material breach by Sprintis not cured within the applicable grace period, which, withoutextension by us, could be as much as 180 days. If we have the right toterminate our management agreements because of an event of terminationcaused by Sprint, generally we may (i) require Sprint to purchase allof our operating assets used in connection with our portion of the PCSnetwork of Sprint, (ii) in all areas in our territory where Sprint isthe licensee for 20 MHz or more of the spectrum on the date itterminates our management agreements, require Sprint to assign to us,subject to governmental approval, up to 10 MHz of licensed spectrum or(iii) choose not to terminate our management agreements and sue Sprintfor damages or other relief or submit the matter to arbitration.

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

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

We may incur significant handset subsidycosts for existing customers who upgrade to a new handset. As ourcustomer base matures and technological advances in our services takeplace, more existing customers will begin to upgrade to new handsets totake advantage of these services. We have limited historical experienceregarding the rate at which existing customers upgrade their handsetsand if more customers upgrade than we are currently anticipating, itcould have a material adverse impact on our earnings and cashflows.

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

Recently Issued AccountingPronouncements

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

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payments is no longer an alternative. SFASNo. 123(R) is effective for all stock-based awards granted on or afterJuly 1, 2005. In addition, companies must also recognize compensationexpense related to any awards that are not fully vested as of July 1,2005. Compensation expense for the unvested awards will be measuredbased on the fair value of the awards previously calculated indeveloping the pro forma disclosures in accordance with the provisionsof SFAS No. 123. On April 14, 2005, the SEC announced the adoption of anew rule that amends the compliance dates for SFAS No. 123(R). The newrule allows registrants to implement SFAS No. 123(R) at the beginningof their next fiscal year that begins after June 15, 2005. As a result,the Company will be required to adopt the provisions of SFAS No. 123(R)on January 1, 2006. The Company is currently assessing the impact ofadopting SFAS No. 123(R) to its consolidated results of operations.

In June 2005, the FASB issued SFAS No. 154, "AccountingChanges and Error Corrections a replacement of APB Opinion No. 20 andFASB Statement No. 3." This Statement changes therequirements for the accounting for and reporting of a change inaccounting principle. This Statement applies to voluntary changes aswell as those changes required by an accounting pronouncement if thatpronouncement does not include specific transition provisions. ThisStatement requires retrospective application to prior periods'financial statements of changes in accounting principle as opposed tobeing shown as a cumulative adjustment in the period of change. TheStatement is effective for all changes and corrections of errors madein fiscal years beginning after December 15, 2005. The adoption of thisstandard is not expected to materially impact the Company.

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

ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKETRISK

Omitted under the reduced disclosure format pursuant toGeneral Instruction H(2)(c) of Form 10-Q.

ITEM 4. CONTROLS ANDPROCEDURES

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| (a)  | Evaluation ofDisclosure Controls and Procedures. The Company's management withthe participation of the Company's Chief Executive Officer andChief Financial Officer has evaluated the effectiveness of ourdisclosure controls and procedures (as such term is defined in Rules13a-15(e) or 15d-15(e) under the Exchange Act of 1934, as amended (the"Exchange Act")), as of the end of the periodcovered by this quarterly report. Based on such evaluation, suchofficers have concluded that, as of the end of the period covered bythis quarterly report, the Company's disclosure controls andprocedures are effective. |

|           |                                                                                                                                                                                                                                                                                                                                                                                                          |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b)  | Changes in Internal Control OverFinancial Reporting. There have not been any changes in our internalcontrols over financial reporting (as such term is defined in Rules13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscalquarter to which this report relates that have materially affected, orare reasonably likely to materially affect, our internal controls overfinancial reporting. |

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

39

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PART II - OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS.

See Part I, Item 1, Note 13under the caption "Commitments and Contingencies –Litigation" for a description of legal proceedings.

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

None.

ITEM 3.    DEFAULTS UPON SENIORSECURITIES.

None.

ITEM 4.    SUBMISSION OF MATTERS TOA VOTE OF SECURITY HOLDERS.

Omitted under the reduceddisclosure format pursuant to General Instruction H(2)(c) of Form10-Q.

ITEM 5.    OTHER INFORMATION.

None.

ITEM 6.    EXHIBITS.

See the Exhibit Index following thesignature page hereto for a list of the exhibits filed pursuant to Item601 of Regulation S-K.

40

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934,the registrant has duly caused this report to be signed on its behalfby the undersigned thereunto duly authorized.

|        |  |                                                                                                          |  |  |  |  |
|--------|--|----------------------------------------------------------------------------------------------------------|--|--|--|--|
|   |  | ALAMOSA(DELAWARE),INC.(Registrant)                                                                       |
|   |  |                                                                                                     |
|   |  |                                                                                                     |
|   |  | /s/David E. Sharbutt                                                                                     |
|   |  | David E.SharbuttChairman of the Board of Directors andChief ExecutiveOfficer(Principal ExecutiveOfficer) |
|   |  |                                                                                                     |
|   |  | /s/Kendall W. Cowan                                                                                      |
|   |  | Kendall W. CowanChiefFinancial Officer(Principal Financial and AccountingOfficer)                        |
|        |

41

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EXHIBITINDEX

|               |  |                                                                                                                                                                                                                                                                   |  |  |  |  |
|---------------|--|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| EXHIBITNUMBER |  | EXHIBITTITLE                                                                                                                                                                                                                                                      |
| 3.1           |  | Amendedand Restated Certificate of Incorporation of Alamosa (Delaware), Inc.,filed as Exhibit 3.1 to Form 10-Q of Alamosa (Delaware), Inc. for thequarterly period ended June 30, 2001 (SEC File No. 001-15657), whichexhibit is incorporated herein byreference. |
| 3.2           |  | Amended and Restated Bylawsof Alamosa (Delaware), Inc., filed as Exhibit 3.2 to the RegistrationStatement on Form S-4, dated May 9, 2001 (SEC File No. 333-60572) ofAlamosa (Delaware), Inc., which exhibit is incorporated herein byreference.                   |
| 10.1†  |  | 2006Board and Board Committee Member Compensation Plan, filed as exhibit10.1 to the current report on Form 8-K of Alamosa Holdings, Inc. (SECFile No. 000-16793), dated October 31, 2005, which exhibit isincorporated herein by reference.                       |
| 31.1*         |  | Certification of CEO Pursuant to Section 302 of theSarbanes-Oxley Act of 2002.                                                                                                                                                                                    |
| 31.2*         |  | Certification of CFO Pursuant to Section 302 of theSarbanes-Oxley Act of 2002.                                                                                                                                                                                    |
| 32.1*         |  | Certification of CEO Pursuant to 18 U.S.C. Section 1350, asadopted Pursuant to Section 906 of the Sarbanes-Oxley Act of2002.                                                                                                                                      |
| 32.2 *        |  | Certification of CFO Pursuantto 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of theSarbanes-Oxley Act of2002.                                                                                                                                       |
|               |

|  |
|--|
|  |  |
|  |

†     Exhibitis management contract or compensatory plan.

*     Exhibit is filedherewith.

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