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

FORM 10-Q

(Mark One)

|        |                                                                                                                               |
|--------|-------------------------------------------------------------------------------------------------------------------------------|
|   | QUARTERLY REPORT UNDER SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 for the quarterly periodended March 31, 2005 |

OR

|        |                                                                                                                                                                                                                                                                                                                                                                           |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | TRANSITION REPORT PURSUANT TO SECTION 13OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the transitionperiod from                      to                     |

COMMISSION FILE NUMBER:005-58523

|                                                             |  |                                     |  |  |  |  |
|-------------------------------------------------------------|--|-------------------------------------|--|--|--|--|
| **ALAMOSA(DELAWARE), INC.**                                 |
| (Exact name ofregistrant as specified in itscharter)        |
| **DELAWARE**                                                |  | **75-2843707**                      |
| (Stateor other jurisdiction ofincorporation ororganization) |  | (I.R.S. Employer IdentificationNo.) |
| 5225 SOUTH LOOP289, SUITE 120LUBBOCK, TEXAS79424            |
| (Address of principal executiveoffices, including zipcode)  |
| (806)722-1100                                               |
| (Registrant's telephonenumber, including area code)         |
|                                                             |

Indicate by checkmark whether the registrant (1) has filed all reports required to befiled by Section 13 or 15(d) of the Securities Exchange Act of 1934during the preceding 12 months (or for such shorter period that theregistrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days.

YES          NO  

Indicate bycheck mark whether the registrant is an accelerated filer (as definedin Rule 12b-2 of the Exchange Act).

YES          NO  

There iscurrently no public market for the registrant's common stock.

As of May 13, 2005, 100 shares of common stock, $0.01 par value pershare, were issued and outstanding.

The registrant meets theconditions set forth in General Instructions H(1)(a) and (b) of Form10-Q and is therefore filing this form with the reduced disclosureformat.

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ALAMOSA(DELAWARE), INC.

TABLE OFCONTENTS

|                |  |                                                                                                    |  |        |        |        |  |  |  |  |
|----------------|--|----------------------------------------------------------------------------------------------------|--|--------|--------|--------|--|--|--|--|
|           |  |                                                                                               |  | PAGE   |
| PARTI          |  | FINANCIALINFORMATION                                                                               |  |   |   |   |
| Item 1.        |  | FinancialStatements                                                                                |  |   |   |   |
|           |  | Consolidated BalanceSheets at March 31, 2005 and December 31, 2004(unaudited)                      |  |   | 3      |   |
|           |  | ConsolidatedStatements of Operations for the three months ended March 31, 2005 and2004 (unaudited) |  |   | 4      |   |
|           |  | ConsolidatedStatements of Cash Flows for the three months ended March 31, 2005 and2004 (unaudited) |  |   | 5      |   |
|           |  | Notes to theConsolidated FinancialStatements                                                       |  |   | 6      |   |
| Item2.         |  | Management's Discussion and Analysis of FinancialCondition and Results of Operations               |  |   | 25     |   |
| Item3.         |  | Quantitative and Qualitative Disclosures About MarketRisk                                          |  |   | 33     |   |
| Item 4.        |  | Controls andProcedures                                                                             |  |   | 33     |   |
| PARTII         |  | OTHER INFORMATION                                                                                  |  |   |   |   |
| Item1.         |  | Legal Proceedings                                                                                  |  |   | 35     |   |
| Item2.         |  | Unregistered Sales of Equity Securities and Use ofProceeds                                         |  |   | 35     |   |
| Item 3.        |  | Defaults UponSenior Securities                                                                     |  |   | 35     |   |
| Item4.         |  | Submission of Matters to a Vote of SecurityHolders                                                 |  |   | 35     |   |
| Item 5.        |  | OtherInformation                                                                                   |  |   | 35     |   |
| Item6.         |  | Exhibits                                                                                           |  |   | 35     |   |
| **SIGNATURES** |  |                                                                                               |  |   | 36     |   |
|                |

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PART I –FINANCIAL INFORMATION ITEM 1.    FINANCIAL STATEMENTS

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

|                                                                                                             |  |               |           |                  |  |        |           |         |  |  |
|-------------------------------------------------------------------------------------------------------------|--|---------------|-----------|------------------|--|--------|-----------|---------|--|--|
|                                                                                                        |  | March31, 2005 |           | December 31,2004 |
| ASSETS                                                                                                      |  |          |      |             |  |   |      |    |
| Currentassets:                                                                                              |  |          |      |             |  |   |      |    |
| Cash and cashequivalents                                                                                    |  | $             | 25,272    |             |  | $      | 127,132   |    |
| Shortterminvestments                                                                                        |  |          | 50,748    |             |  |   | 50,411    |    |
| Customeraccounts receivable,net                                                                             |  |          | 46,571    |             |  |   | 44,687    |    |
| ReceivablefromSprint                                                                                        |  |          | 37,183    |             |  |   | 24,809    |    |
| ReceivablefromParent                                                                                        |  |          | 18,159    |             |  |   | —   |    |
| Interestreceivable                                                                                          |  |          | 196       |             |  |   | 216       |    |
| Inventory                                                                                                   |  |          | 11,028    |             |  |   | 9,136     |    |
| Prepaidexpenses and otherassets                                                                             |  |          | 13,276    |             |  |   | 11,192    |    |
| Deferredcustomer acquisitioncosts                                                                           |  |          | 5,920     |             |  |   | 6,337     |    |
| Deferred taxasset                                                                                           |  |          | 4,230     |             |  |   | 4,230     |    |
| Totalcurrentassets                                                                                          |  |          | 212,583   |             |  |   | 278,150   |    |
| Propertyand equipment,net                                                                                   |  |          | 445,538   |             |  |   | 441,808   |    |
| Debtissuance costs,net                                                                                      |  |          | 8,858     |             |  |   | 9,086     |    |
| Intangibleassets,net                                                                                        |  |          | 409,150   |             |  |   | 416,716   |    |
| Othernoncurrentassets                                                                                       |  |          | 4,446     |             |  |   | 4,188     |    |
| Totalassets                                                                                                 |  | $             | 1,080,575 |             |  | $      | 1,149,948 |    |
| LIABILITIESAND STOCKHOLDER'SEQUITY                                                                          |  |          |      |             |  |   |      |    |
| Currentliabilities:                                                                                         |  |          |      |             |  |   |      |    |
| Accountspayable                                                                                             |  | $             | 23,050    |             |  | $      | 24,581    |    |
| Accruedexpenses                                                                                             |  |          | 45,290    |             |  |   | 42,383    |    |
| PayabletoSprint                                                                                             |  |          | 39,196    |             |  |   | 35,852    |    |
| PayabletoParent                                                                                             |  |          | —   |             |  |   | 1,530     |    |
| Interestpayable                                                                                             |  |          | 8,526     |             |  |   | 21,076    |    |
| Deferredrevenue                                                                                             |  |          | 21,501    |             |  |   | 22,549    |    |
| Currentinstallments of capitalleases                                                                        |  |          | 113       |             |  |   | 110       |    |
| Totalcurrentliabilities                                                                                     |  |          | 137,676   |             |  |   | 148,081   |    |
| Longterm liabilities:                                                                                       |  |          |      |             |  |   |      |    |
| Capitalleaseobligations                                                                                     |  |          | 720       |             |  |   | 749       |    |
| Othernoncurrentliabilities                                                                                  |  |          | 6,086     |             |  |   | 5,835     |    |
| Deferredtaxliability                                                                                        |  |          | 16,605    |             |  |   | 16,604    |    |
| Seniornotes                                                                                                 |  |          | 745,712   |             |  |   | 739,141   |    |
| Totallong termliabilities                                                                                   |  |          | 769,123   |             |  |   | 762,329   |    |
| Totalliabilities                                                                                            |  |          | 906,799   |             |  |   | 910,410   |    |
| Commitmentsand contingencies (see Note12)                                                                   |  |          | —   |             |  |   | —   |    |
| Stockholder'sequity:                                                                                        |  |          |      |             |  |   |      |    |
| Preferred stock,$.01 par value; 1,000 shares authorized; no sharesissued                                    |  |          | —   |             |  |   | —   |    |
| Commonstock, $.01 par value; 9,000 shares authorized; 100 and 100 sharesissued and outstanding,respectively |  |          | —   |             |  |   | —   |    |
| Additionalpaid-incapital                                                                                    |  |          | 932,059   |             |  |   | 1,003,707 |    |
| Accumulateddeficit                                                                                          |  |          | (756,489  | )           |  |   | (764,104  | )  |
| Unearnedcompensation                                                                                        |  |          | (1,794    | )           |  |   | (65       | )  |
| Totalstockholder'sequity                                                                                    |  |          | 173,776   |             |  |   | 239,538   |    |
| Totalliabilities and stockholder'sequity                                                                    |  | $             | 1,080,575 |             |  | $      | 1,149,948 |    |
|                                                                                                             |

Theaccompanying notes are an integral part of the consolidated financialstatements.

3

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

|                                                                                                                                                            |  |                                   |         |         |  |        |         |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------------------------------------|--|-----------------------------------|---------|---------|--|--------|---------|---------|--|--|
|                                                                                                                                                       |  | Forthe three months endedMarch31, |
|                                                                                                                                                       |  | 2005                              |         | 2004    |
| Revenues:                                                                                                                                                  |  |                              |    |    |  |   |    |    |
| Subscriberrevenues                                                                                                                                         |  | $                                 | 155,031 |    |  | $      | 124,746 |    |
| Roamingand wholesalerevenues                                                                                                                               |  |                              | 60,606  |    |  |   | 43,153  |    |
| Servicerevenues                                                                                                                                            |  |                              | 215,637 |    |  |   | 167,899 |    |
| Productsales                                                                                                                                               |  |                              | 7,967   |    |  |   | 8,791   |    |
| Totalrevenue                                                                                                                                               |  |                              | 223,604 |    |  |   | 176,690 |    |
| Costsand expenses:                                                                                                                                         |  |                              |    |    |  |   |    |    |
| Cost ofservice and operations (excluding depreciation shown separately belowand non-cash compensation of $75 and $2 for 2005 and 2004,respectively)        |  |                              | 101,483 |    |  |   | 86,216  |    |
| Costof products sold (excluding depreciation shown separatelybelow)                                                                                        |  |                              | 24,151  |    |  |   | 19,783  |    |
| Sellingand marketing (excluding depreciation shown separately below andnon-cash compensation of $45 and $2 for 2005, and 2004,respectively)                |  |                              | 36,520  |    |  |   | 30,993  |    |
| Generaland administrative expenses (excluding depreciation shown separatelybelow and non-cash compensation of $483 and $16 for 2005 and 2004,respectively) |  |                              | 6,102   |    |  |   | 5,479   |    |
| Mergerrelatedexpenses                                                                                                                                      |  |                              | 436     |    |  |   | — |    |
| Depreciationandamortization                                                                                                                                |  |                              | 26,349  |    |  |   | 27,384  |    |
| (Gain)loss on disposal of property andequipment                                                                                                            |  |                              | (24     | )  |  |   | 306     |    |
| Non-cashcompensation                                                                                                                                       |  |                              | 603     |    |  |   | 20      |    |
| Totalcosts andexpenses                                                                                                                                     |  |                              | 195,620 |    |  |   | 170,181 |    |
| Incomefrom operations                                                                                                                                      |  |                              | 27,984  |    |  |   | 6,509   |    |
| Loss ondebtextinguishment                                                                                                                                  |  |                              | — |    |  |   | (13,101 | )  |
| Interestand other income                                                                                                                                   |  |                              | 768     |    |  |   | 167     |    |
| Interestexpense                                                                                                                                            |  |                              | (19,586 | )  |  |   | (18,235 | )  |
| Income(loss) before incometaxes                                                                                                                            |  |                              | 9,166   |    |  |   | (24,660 | )  |
| Income tax(expense)benefit                                                                                                                                 |  |                              | (1,551  | )  |  |   | — |    |
| Netincome(loss)                                                                                                                                            |  | $                                 | 7,615   |    |  | $      | (24,660 | )  |
|                                                                                                                                                            |

Theaccompanying notes are an integral part of the consolidated financialstatements.

4

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

|                                                                                                 |  |                                    |          |         |  |        |          |         |  |  |
|-------------------------------------------------------------------------------------------------|--|------------------------------------|----------|---------|--|--------|----------|---------|--|--|
|                                                                                            |  | Forthe three months ended March31, |
|                                                                                            |  | 2005                               |          | 2004    |
| Cashflows from operatingactivities:                                                             |  |                               |     |    |  |   |     |    |
| Net income(loss)                                                                                |  | $                                  | 7,615    |    |  | $      | (24,660  | )  |
| Adjustmentsto reconcile net income (loss) to net cash provided by (used in)operatingactivities: |  |                               |     |    |  |   |     |    |
| Non-cashcompensation                                                                            |  |                               | 603      |    |  |   | 20       |    |
| Non-cashinterest expense on derivativeinstruments                                               |  |                               | —  |    |  |   | 6        |    |
| Non-cashaccretion of asset retirementobligations                                                |  |                               | 55       |    |  |   | 45       |    |
| Provisionfor baddebts                                                                           |  |                               | 1,773    |    |  |   | 1,935    |    |
| Depreciationand amortization of property andequipment                                           |  |                               | 18,783   |    |  |   | 17,980   |    |
| Amortizationof intangibleassets                                                                 |  |                               | 7,566    |    |  |   | 9,404    |    |
| Amortizationof financing costs included in interestexpense                                      |  |                               | 228      |    |  |   | 265      |    |
| Loss on debtextinguishment                                                                      |  |                               | —  |    |  |   | 13,101   |    |
| Interestaccreted on discountnotes                                                               |  |                               | 6,571    |    |  |   | 6,001    |    |
| (Gain) losson disposal of property andequipment                                                 |  |                               | (24      | )  |  |   | 306      |    |
| Mergerrelatedexpenses                                                                           |  |                               | 436      |    |  |   | —  |    |
| (Increase)decrease in:                                                                          |  |                               |     |    |  |   |     |    |
| Receivablefrom/payable toParent                                                                 |  |                               | (19,689  | )  |  |   | (289     | )  |
| Receivables                                                                                     |  |                               | (16,011  | )  |  |   | (6,380   | )  |
| Inventory                                                                                       |  |                               | (1,892   | )  |  |   | 1,936    |    |
| Prepaidexpenses and otherassets                                                                 |  |                               | (1,926   | )  |  |   | (486     | )  |
| Increase(decrease) in:                                                                          |  |                               |     |    |  |   |     |    |
| Accountspayable and accruedexpenses                                                             |  |                               | (8,527   | )  |  |   | 1,112    |    |
| Netcash provided by (used in) operatingactivities                                               |  |                               | (4,439   | )  |  |   | 20,296   |    |
| Cashflows from investingactivities:                                                             |  |                               |     |    |  |   |     |    |
| Proceeds fromsale ofassets                                                                      |  |                               | 131      |    |  |   | 343      |    |
| Purchases ofproperty andequipment                                                               |  |                               | (22,773  | )  |  |   | (24,218  | )  |
| Mergerrelatedexpenses                                                                           |  |                               | (436     | )  |  |   | —  |    |
| Changein restrictedcash                                                                         |  |                               | —  |    |  |   | 1        |    |
| Change in shortterminvestments                                                                  |  |                               | (337     | )  |  |   | —  |    |
| Netcash used in investingactivities                                                             |  |                               | (23,415  | )  |  |   | (23,874  | )  |
| Cashflows from financingactivities:                                                             |  |                               |     |    |  |   |     |    |
| Proceeds fromissuance of seniornotes                                                            |  |                               | —  |    |  |   | 250,000  |    |
| Repaymentsof borrowings under senior secureddebt                                                |  |                               | —  |    |  |   | (200,000 | )  |
| Debtissuancecosts                                                                               |  |                               | —  |    |  |   | (8,059   | )  |
| Capitaldistributions                                                                            |  |                               | (73,980  | )  |  |   | (2,866   | )  |
| Paymentson capitalleases                                                                        |  |                               | (26      | )  |  |   | (139     | )  |
| Netcash provided by (used in) financingactivities                                               |  |                               | (74,006  | )  |  |   | 38,936   |    |
| Netincrease (decrease) in cash and cashequivalents                                              |  |                               | (101,860 | )  |  |   | 35,358   |    |
| Cashand cash equivalents at beginning ofperiod                                                  |  |                               | 127,132  |    |  |   | 98,242   |    |
| Cashand cash equivalents at end ofperiod                                                        |  | $                                  | 25,272   |    |  | $      | 133,600  |    |
| Supplementaldisclosure of non-cash financing and investingactivities:                           |  |                               |     |    |  |   |     |    |
| Asset retirementobligationscapitalized                                                          |  | $                                  | 207      |    |  | $      | 29       |    |
| Change inaccounts payable for purchases of property andequipment                                |  |                               | 361      |    |  |   | (12,110  | )  |
|                                                                                                 |

Theaccompanying notes are an integral part of the consolidated financialstatements.

5

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

|          |                                                              |
|----------|--------------------------------------------------------------|
| 1.  | BASIS PRESENTATION OF UNAUDITED INTERIMFINANCIAL INFORMATION |

The unaudited consolidated balance sheetsat March 31, 2005 and December 31, 2004, the unaudited consolidatedstatements of operations for the three months ended March 31, 2005 and2004, the unaudited consolidated statements of cash flows for the threemonths ended March 31, 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 ended March 31,2005 are not necessarily indicative of results that may be expected forthe year ending December 31, 2005.

Certain reclassificationshave been made to prior period balances to conform to current periodpresentation.

|          |                                     |
|----------|-------------------------------------|
| 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 onNasdaq under the symbol "APCS." Alamosa(Delaware) remains an issuer of outstanding public debt.

|          |                                 |
|----------|---------------------------------|
| 3.  | LIQUIDITY AND CAPITAL RESOURCES |

Since inception, the Company has financed its operations throughcapital contributions from owners, through debt financing and throughproceeds generated from public offerings of common stock. The proceedsfrom these transactions have been used to fund the build-out of theCompany's portion of the PCS network of Sprint, subscriberacquisition costs and working capital.

While the Company hasincurred cumulative net losses since inception and incurred negativecash flows from operating activities in the past, the Company generatedapproximately $132 million and used approximately $4 million in cashflows from operating activities for the year ended December 31, 2004and the three months ended March 31, 2005, respectively. Additionally,the Company reported net income of $7.6 million for the three monthsended March 31, 2005.

As of March 31, 2005, the Company had $25million in cash and cash equivalents as well as $51 million inshort-term investments which the Company believes will be sufficient tofund expected capital expenditures and to cover its working capital anddebt service requirements (including dividends on Alamosa Holdingspreferred stock) for at least the next 12 months.

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

|          |                          |
|----------|--------------------------|
| 4.  | STOCK-BASED COMPENSATION |

The Companyhas 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 three months ended March 31, 2005 or 2004, as all options grantedby the Company had an exercise price equal to or greater than themarket value of the underlying Alamosa Holdings common stock on thedate of grant. Non-cash compensation expense reflected in theconsolidated statements of operations for the three month periods endedMarch 31, 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 and net loss per share if the Company had applied the fair valuerecognition provisions of Statement of Financial Accounting Standards("SFAS") No. 123, "Accountingfor Stock-Based Compensation," to stock-based employeecompensation:

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

|                                                                                                                              |  |                                   |        |         |  |        |         |         |  |  |
|------------------------------------------------------------------------------------------------------------------------------|--|-----------------------------------|--------|---------|--|--------|---------|---------|--|--|
|                                                                                                                         |  | Forthe three months endedMarch31, |
|                                                                                                                         |  | 2005                              |        | 2004    |
| Netincome (loss) – asreported                                                                                          |  | $                                 | 7,615  |    |  | $      | (24,660 | )  |
| Add:stock-based employee compensation included in reported net income(loss), net of relatedtax                               |  |                              | 603    |    |  |   | 20      |    |
| Deduct: stock-basedemployee compensation expense determined under fair value method forall awards, net of related taxeffects |  |                              | (1,612 | )  |  |   | (1,178  | )  |
| Netincome (loss) – proforma                                                                                            |  | $                                 | 6,606  |    |  | $      | (25,818 | )  |
|                                                                                                                              |

|          |                    |
|----------|--------------------|
| 5.  | 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 $5,769 and$5,728 at March 31, 2005 and December 31, 2004, respectively. Estimatesare used in determining the allowance for uncollectible accounts andare based on the Company's historical collection experience,current trends, credit policy, a percentage of accounts receivable byaging category and expectations of future bad debts based on currentcollection activities. In determining the allowance, the Companyconsiders 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:

|                             |  |               |        |                   |  |        |        |        |  |  |
|-----------------------------|--|---------------|--------|-------------------|--|--------|--------|--------|--|--|
|                        |  | March31, 2005 |        | December 31, 2004 |
| Net roamingreceivable       |  | $             | 31,389 |              |  | $      | 20,948 |   |
| Accruedservice revenue      |  |          | 2,608  |              |  |   | 2,910  |   |
| Otheramounts due fromSprint |  |          | 3,186  |              |  |   | 951    |   |
|                        |  | $             | 37,183 |              |  | $      | 24,809 |   |
|                             |

Netroaming receivable includes net travel revenue due from Sprint relativeto PCS subscribers based outside of the Company's licensedterritory who utilize the Company's portion of the PCS network ofSprint. The net roaming receivable is net of amounts owed to Sprintrelative to the Company's subscribers who utilize the PCS networkof Sprint outside of the Company's licensed territory. Inaddition, net roaming receivable also includes amounts due from Sprint,which have been collected from other PCS providers and wholesalecustomers for their customers' usage of the Company'sportion of the PCS network of Sprint. The receivable is recorded netdue to a right of offset with respect to the receivable from/payable toSprint with respect to travel and the fact that the activity hashistorically been settled on a net basis by Sprint.

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

Other amounts due from Sprint at March 31, 2005primarily consist of proceeds from the sale of previously charged offcustomer accounts, universal service fund recoveries and interconnectrevenue receivable. Other amounts due from Sprint at December 31, 2004primarily consist of universal service fund recoveries and interconnectrevenue receivable.

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

|          |                       |
|----------|-----------------------|
| 6.  | PROPERTY ANDEQUIPMENT |

Property and equipment are stated net of accumulateddepreciation and amortization of $265.2 million and $246.4 million atMarch 31, 2005 and December 31, 2004, respectively.

|          |                              |
|----------|------------------------------|
| 7.  | ASSET RETIREMENT OBLIGATIONS |

For theCompany'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 method. A corresponding asset is recorded at theinception of the lease in the same amount as the asset retirementobligation. This asset is depreciated using the same method and life ofsimilar network assets or leasehold improvements.

The followingtable illustrates the activity with respect to asset retirementobligations for the three months ended March 31, 2005 and2004:

|                                             |  |                                   |         |        |  |        |         |        |  |  |
|---------------------------------------------|--|-----------------------------------|---------|--------|--|--------|---------|--------|--|--|
|                                        |  | Forthe three months endedMarch31, |
|                                        |  | 2005                              |         | 2004   |
| BalanceJanuary 1                            |  | $                                 | 2,212   |   |  | $      | 1,813   |   |
| Initialobligation recorded during theperiod |  |                              | 207     |   |  |   | 29      |   |
| Obligations settledduring theperiod         |  |                              | — |   |  |   | — |   |
| Accretion ofobligation during theperiod     |  |                              | 55      |   |  |   | 45      |   |
| Impact of revision inestimates              |  |                              | — |   |  |   | — |   |
| BalanceMarch31                              |  | $                                 | 2,474   |   |  | $      | 1,887   |   |
|                                             |

|          |                               |
|----------|-------------------------------|
| 8.  | GOODWILLAND INTANGIBLE ASSETS |

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

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

9

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

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.

The Company accountsfor goodwill and intangible assets in accordance with the provisions ofSFAS No. 142, "Goodwill and Other IntangibleAssets." The provisions of SFAS No. 142 (i) prohibit theamortization of goodwill and indefinite-lived intangible assets, (ii)require that goodwill and indefinite-lived intangible assets be testedannually for impairment (and in interim periods if certain events occurindicating that the carrying value may be impaired), and (iii) requirethat reporting units be identified for the purpose of assessingpotential future impairments of goodwill.

|        |                                           |
|--------|-------------------------------------------|
|   | Goodwill and intangible assets consistof: |

|                                       |  |               |          |                  |  |        |          |         |  |  |
|---------------------------------------|--|---------------|----------|------------------|--|--------|----------|---------|--|--|
|                                  |  | March31, 2005 |          | December 31,2004 |
| Goodwill                              |  | $             | —  |             |  | $      | —  |    |
| Intangibleassets:                     |  |          |     |             |  |   |     |    |
| Sprint affiliationand otheragreements |  | $             | 532,653  |             |  | $      | 532,653  |    |
| Accumulatedamortization               |  |          | (123,503 | )           |  |   | (115,937 | )  |
| Subtotal                              |  |          | 409,150  |             |  |   | 416,716  |    |
| Subscriberbaseacquired                |  |          | 29,500   |             |  |   | 29,500   |    |
| Accumulatedamortization               |  |          | (29,500  | )           |  |   | (29,500  | )  |
| Subtotal                              |  |          | —  |             |  |   | —  |    |
| Intangibleassets,net                  |  | $             | 409,150  |             |  | $      | 416,716  |    |
|                                       |

Amortizationexpense related to intangible assets was $7,566 and $9,404 for thethree months ended March 31, 2005 and 2004, respectively.

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

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

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

|          |               |
|----------|---------------|
| 9.  | LONG-TERMDEBT |

|        |                                          |
|--------|------------------------------------------|
|   | Long-term debt consists of thefollowing: |

|                                              |  |               |         |                  |  |        |         |        |  |  |
|----------------------------------------------|--|---------------|---------|------------------|--|--------|---------|--------|--|--|
|                                         |  | March31, 2005 |         | December 31,2004 |
| 12 7/8% Senior DiscountNotes, net ofdiscount |  | $             | 6,389   |             |  | $      | 6,293   |   |
| 12%Senior Discount Notes, net ofdiscount     |  |          | 224,503 |             |  |   | 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**                                |  |          | 745,712 |             |  |   | 739,141 |   |
| Lesscurrentmaturities                        |  |          | — |             |  |   | — |   |
| Longterm debt, excluding currentmaturities   |  | $             | 745,712 |             |  | $      | 739,141 |   |
|                                              |

|        |             |
|--------|-------------|
|   | SENIORNOTES |

12 7/8% SeniorDiscount Notes – The 12 7/8% SeniorDiscount Notes were issued in February 2000, mature February 15, 2010,carry a coupon rate of 12 7/8% and provide forinterest deferral through February 15, 2005. The12 7/8% Senior Discount Notes accreted to their$6,389 face amount on February 15, 2005. The12 7/8% Senior Discount Notes were redeemed inApril 2005 at a premium of $411.

12% Senior DiscountNotes – The 12% Senior Discount Notes were issued inNovember 2003, mature July 31, 2009, carry a coupon rate of 12%and provide for interest deferral through July  31, 2005. The12% Senior Discount Notes will accrete to their $233 millionface amount by July 31, 2005, after which interest will be paid in cashsemiannually.

121⁄2% Senior Notes– The 121⁄2% Senior Notes wereissued in January 2001, mature February  1,  2011 and carrya coupon rate of 121⁄2%, payable semiannuallyon February 1 and August  1.

Approximately $59.0 millionof the proceeds of the 121⁄2% Senior NotesOffering were used by Alamosa (Delaware) to establish a securityaccount (with cash or U.S. government securities) to secure on a prorata basis the payment obligations under the121⁄2% Senior Notes and the12 7/8% Senior Discount Notes. As of December31, 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.

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

|           |              |
|-----------|--------------|
| 10.  | INCOME TAXES |

The Company's effective income tax rate is based on annualincome (loss), statutory tax rates, tax planning opportunities,expected future taxable income, and expected reversals of taxabletemporary differences. The forecasted annual rate is then applied tothe Company's quarterly operating results. The Companyestablishes a valuation allowance for deferred tax assets when it ismore likely than not that the deferred tax assets will not be realized.Due to the Company's limited operating history and lack ofpositive taxable earnings, a valuation allowance was established during2003 as deferred tax assets were expected to exceed deferred taxliabilities. For the three months ended March 31, 2004, the expectedtax benefit related to net operating losses generated was fully offsetby an increase in the valuation allowance and the effective tax ratewas zero. The effective tax rate for the three months ended March 31,2005 is 16.9 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.

|           |                   |
|-----------|-------------------|
| 11.  | SPRINT AGREEMENTS |

In accordancewith the Company's affiliation agreements with Sprint, Sprintprovides the Company various services including billing, customer care,collections and inventory logistics. In addition, Sprint bills theCompany for various pass-through items such as commissions 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 amendments also created a new per-activation fee, whichconsolidates numerous fees that were previously settled separately, formarketing services, such as subscriber activation and handsetlogistics. The per-activation fee was initially calculated as apercentage of certain of Sprint PCS' selling and marketingexpenses and was to be applied to the actual number of gross subscriberactivations the Company experiences on a monthly basis through December31, 2006. The per-activation fee will be recorded in selling andmarketing expenses in the consolidated statement of operations. InMarch 2004, the Company exercised its rights under a most favorednations clause in the Sprint agreements to implement the terms of anagreement entered into between Sprint and another PCS Affiliate ofSprint. As a result, the Company entered into new amendments thatincreased the per-activation fee and decreased the price to the Companyon purchases of handsets and accessories. Additionally, the March 2004amendments increased the reciprocal roaming rate for data services from$0.0014 per Kb to $0.0020 per Kb and extended the fixed reciprocalrates for voice and data roaming through December 31, 2006. In June2004, the Company further amended its agreements with Sprint to (1)reduce the combined service bureau fee from $7.70 to $7.00 per averagesubscriber per month and (2) change the per-activation fee from apercentage of certain of Sprint PCS' selling and marketingexpenses to a fixed rate of $23.00 per activation.

In additionto the new fees, the amendments changed the methodology used forsettling cash received from subscribers. Historically, actual weeklycash receipts were passed through to the Company by Sprint based on acalculation of an estimate of the portion of that cash related to theCompany's activity. Under the new methodology, the Companyreceives its portion of billed revenue (net of an 8% affiliationfee) less actual written off accounts in the month subsequent tobilling regardless of when Sprint collects the cash from thesubscriber. The provisions of the amendments 

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

became effective on December 1, 2003 and theCompany has the right to evaluate subsequent amendments to theaffiliation agreements of other similarly situated PCS Affiliates ofSprint and adopt the provisions of those amendments if the Companyelects to do so. AirGate amended its agreements with Sprint in August2004 and the provisions of those amendments are consistent with thoseof Alamosa Holdings' amended Sprint agreements.

Expensesreflected in the consolidated statements of operations related to theSprint affiliation agreementsare:

|                                    |  |                                   |         |        |  |        |        |        |  |  |
|------------------------------------|--|-----------------------------------|---------|--------|--|--------|--------|--------|--|--|
|                               |  | Forthe three months endedMarch31, |
|                               |  | 2005                              |         | 2004   |
| Costof service and otheroperations |  | $                                 | 76,433  |   |  | $      | 62,638 |   |
| Cost ofproducts sold               |  |                              | 24,151  |   |  |   | 19,783 |   |
| Sellingandmarketing                |  |                              | 15,434  |   |  |   | 10,394 |   |
| Total                              |  | $                                 | 116,018 |   |  | $      | 92,815 |   |
|                                    |

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

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

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

The Company and Sprint have had only very preliminarycommunications regarding the potential impact on the Company of thepending Sprint-Nextel transaction. The Company believes that, based oncurrently available information, and assuming that no changes areeffected with respect to Sprint's agreements with the Company,Sprint could be in violation of the exclusivity provisions of certainof the Company's agreements with Sprint upon completion of theSprint-Nextel transaction and Sprint could be in violation of theexclusivity provisions of the other agreements with Sprint at somepoint following completion of the Sprint-Nextel transaction.

Sprint's agreements with the Company provide for specificremedies in the event of a material violation by Sprint of suchagreements if not cured within an applicable time period. Neither wenor any of our executives have made any definitive determination as tothe impact on the value to us or our business of any of such remediesor whether any such remedy would be more or less favorable to us or ourshareholders than our existing arrangements with Sprint or any possiblerenegotiated arrangement with Sprint.

The Company is committedto working with Sprint to reach mutually agreeable arrangements withrespect to these matters. However, there can be no assurances that theCompany and Sprint will be able to reach mutually acceptablearrangements or as to the terms of any such arrangements or the likelyimpact on the Company of any such arrangement.

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

|           |                              |
|-----------|------------------------------|
| 12.  | COMMITMENTS ANDCONTINGENCIES |

Alamosa Holdings Preferred Stock Dividends– In November 2003, Alamosa Holdings issued shares of SeriesB Mandatorily Redeemable Convertible Preferred Stock. Holders of theSeries B Mandatorily Redeemable Convertible Preferred Stock areentitled to receive cumulative dividends at an annual rate of71⁄2% of the $250 per share liquidationpreference. Dividends are payable quarterly in arrears on the lastcalendar day of each January, April, July and October. UntilJuly  31, 2008, Alamosa Holdings has the option to pay dividendsin (1) cash, (2) shares of Alamosa Holdings Series C MandatorilyRedeemable Preferred Stock, (3) shares of Alamosa Holdings common stockor (4) a combination thereof. After July 31, 2008, all dividends arepayable in cash only. 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. Alamosa Holdings has 448,180 shares of Series B MandatorilyRedeemable Convertible Preferred Stock issued and outstanding. Anyfuture cash dividends paid on the Series B Mandatorily RedeemableConvertible Preferred Stock by Alamosa Holdings may require additionalcapital distributions from the Company to Alamosa Holdings.

Employment agreements – Alamosa Holdings is a partyto employment agreements, effective October 1, 2002, and amended as ofJanuary 1, 2005, with our 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 the board ofdirectors of Alamosa Holdings, he will serve as Chairman of the Board.The CFO's agreement will expire on December 31, 2006 and entitleshim to receive an annual base salary of $400 in 2005, subject toincrease from time to time. The CEO and CFO are eligible to receive anannual 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 theAmended and Restated 1999 Long Term Incentive Plan("LTIP").

The agreements provide forannual Alamosa Holdings option grants, contingent upon continuedemployment. The CEO's agreement provides for the grant of optionsto purchase 80,000 shares, 64,000 shares and 51,200 shares in 2005,2006 and 2007, respectively. The CFO's agreement provides for thegrant of options to purchase 50,000 shares and 40,000 shares in 2005and 2006, respectively. Additionally, the agreements provide for grantsof Alamosa Holdings stock subject to the terms of the LTIP and thatvest upon continued employment and in amounts determined based uponattainment of performance goals as set forth in certain AlamosaHoldings stock agreements. The target shares for Alamosa Holdings stockgrants for the CEO are 60,000 in 2005, 48,000 in 2006, and 38,400 in2007. The target shares for Alamosa Holdings stock grants for the CFOare 50,000 in 2005 and 40,000 in 2006. The actual award shares forAlamosa Holdings stock could range from zero to 200% of thetarget amount.

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

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

14

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

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

Alamosa Holdingsentered into employment agreements on October 1, 2002, as amended as ofJanuary 1, 2005 with our Chief Integration Officer("CIO"), Chief Technology Officer("CTO"), and Senior Vice President ofCorporate Finance ("SVP"). Alamosa Holdingsentered into an employment agreement on December 1, 2002, as amended asof January 1, 2005 with our 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 Alamosa Holdingscommon stock during 2005 and 2006 and additionally provide for totalAlamosa Holdings restricted stock grants among these executives in thetarget amount of 150,000 shares during 2005 and 2006. The actual awardshares for restricted stock could range from zero to 200% of thetarget amount. Additionally, the agreements entitle the executives tobe reimbursed for reasonable business expenses, car allowances, andreimbursement for annual physical exams in amounts as set forth intheir agreements as well as other allowed perquisites. 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 Alamosa Holdings restricted stock grantsassociated with the January 2005 employment agreement amendments areconsidered variable awards as the number of the shares that willultimately be earned by the employee is not known until December 31 ofeach year during the term of the agreement (the measurement dates). Inaccordance with FAS 123 related compensation expense associated withthe annual grants is measured based on the fair market value of theaward at the measurement date and is recognized over the vestingperiod.

The Alamosa Holdings restricted stock granted in January2005 under the terms of these employment agreement amendments vest65% on March 1, 2006 and 35% on September 1, 2006. Untilthe measurement date has been reached compensation expense is adjustedfor changes in the fair market value. The market value of therestricted stock grants was $2,468 on the date of grant and wasrecorded as unearned compensation, a component of shareholders'equity. At March 31, 2005, the 

15

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

unearned compensation was adjusted to $2,332based on a decrease in the fair market value of the award as of March31, 2005. The non-cash compensation expense recognized during the threemonths ended March 31, 2005 was $603 resulting in a balance of $1,794in unearned compensation related to these awards as of March 31,2005.

Litigation – The Company has been named asa defendant 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 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.

The issuers in the IPO cases, includingthe Company, have reached an agreement in principle with the plaintiffsto settle the claims asserted by the plaintiffs against them. Under theterms of the proposed settlement, the insurance carriers for theissuers will pay the plaintiffs the difference between $1 billion andall amounts which the plaintiffs recover from the underwriterdefendants by way of settlement or judgment. Accordingly, no payment onbehalf of the issuers under the proposed settlement will be made by theissuers themselves. The claims against the issuers will be dismissed,and the issuers and their officers and directors will receive releasesfrom the plaintiffs. Under the terms of the proposed settlement, theissuers will also assign to plaintiffs certain claims which they mayhave against the underwriters arising out of the issuers' IPOs,and the issuers will also agree not to assert certain other claimswhich they may have against the underwriters, without plaintiffs'consent. The proposed settlement is subject to agreement among theparties on final settlement documents and the approval of the court.The court has issued a decision and order which preliminarily approvesthe settlement as to the issuers. The next step in the process isnotice to the class of the proposed settlement and the scheduling of ahearing before the court to determine the fairness of the settlement.Neither of these events has occurred as of this date.

InNovember 2003, December 2003 and January 2004, multiple lawsuits werefiled against Alamosa Holdings and David E. Sharbutt, its Chairman andChief Executive Officer as well as Kendall W. Cowan, its ChiefFinancial officer. Steven Richardson, the Company's ChiefOperating Officer, was also a named defendant in one of the lawsuits.Each claim is a purported class action filed on behalf of a putativeclass of persons who and/or entities that purchased AlamosaHoldings' securities between January 9, 2001 and June 13, 2002,inclusive, and seeks recovery of compensatory damages, fees and costs.Each lawsuit was filed in the United States District Court for theNorthern District of Texas, in either the Lubbock Division or theDallas Division. On February 27, 2004, the lawsuits were consolidatedinto one action pending in the United States District Court for theNorthern District of Texas, Lubbock Division. On March 4, 2004, theCourt appointed the Massachusetts State Guaranteed Annuity Fund toserve as lead plaintiff and approved its selection of lead counsel forthe consolidated action.

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

On May 18, 2004, the lead plaintiff fileda consolidated complaint. The consolidated complaint named three of theoriginal defendants (the Company, David Sharbutt and Kendall Cowan),dropped one of the original defendants (Steven Richardson) and namedtwo new defendants who are outside directors (Michael Roberts andSteven Roberts). The putative class period remained the same. Theconsolidated complaint alleged violations of Sections 10(b) and 20(a)of the Exchange Act, Rule 10b-5 promulgated thereunder, and Sections 11and 15 of the Securities Act. The consolidated complaint soughtrecovery of compensatory damages, fees, costs, recission or rescissorydamages in connection with the Sections 11 and 15 claims, andinjunctive relief and/or disgorgement in connection withdefendants' alleged insider trading proceeds. At the end of theputative class period on June 13, 2002, the Company announced that itsprojection of net subscriber additions for the second quarter of 2002would be less than previously projected. The consolidated complaintalleged, among other things, that the Company made false and misleadingstatements about subscriber additions during the putative class period.The consolidated complaint also alleged that the Company'sfinancial statements were false and misleading because the Companyimproperly recognized revenue and failed to record adequate allowancesfor uncollectible receivables.

On March 28, 2005, the Courtgranted the defendants' motion to dismiss and entered a judgmentdismissing this action. On April 22, 2005, the plaintiffs filed anotice of appeal from the dismissal order and judgment to the FifthCircuit Court of Appeals.

On July 8 and 15, 2004, twoshareholder derivative suits, each asserting identical allegations,were filed in State District Court in Dallas County, Texas on behalf ofAlamosa Holdings against certain of its officers and directors: DavidE. Sharbutt, the Company's Chairman and Chief Executive Officer,Kendall W. Cowan, the Company's Chief Financial Officer, as wellas other current and former members of the Company's board ofdirectors, 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 suits also namethe Company as a nominal defendant. On August 27, 2004, the lawsuitswere consolidated into one action pending in State District Court inDallas County, Texas. On November 24, 2004, the plaintiffs filed aconsolidated derivative petition. Based on allegations substantiallysimilar to the federal shareholder action, the suits assert claims fordefendants' alleged violations of state law, including breachesof fiduciary duty, abuse of control, gross mismanagement, waste ofcorporate assets and unjust enrichment that allegedly occurred betweenJanuary 2001 and June 2002. The suits seek recovery of damages, fees,costs, equitable and/or injunctive remedies, and disgorgement of allprofits, benefits and other compensation. The defendants filed a motionto stay this action pending the outcome of the federal shareholderaction. In the alternative, the defendants filed special exceptions tothe consolidated derivative petition requesting dismissal of theaction. The plaintiffs served written discovery requests on defendantsand in response, defendants filed a motion for protective order and tostay discovery.

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

By letter datedJanuary 10, 2005, the Company received notice of request forarbitration by PVT Networks, Inc. pursuant to the Outsource ServiceProvider Agreement by and between PVT Networks, Inc. and the Company.The underlying dispute concerns a request by PVT to be reimbursed forcertain costs and fees under the Outsource Service Provider Agreement.In a mediation held on March 29, 2005, the dispute was resolved viasettlement whereby the Company agreed to pay to PVT $150 in exchangefor certain changes to the terms of the Outsource Service ProviderAgreement.

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.

17

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

|           |                                                     |
|-----------|-----------------------------------------------------|
| 13.  | EFFECTS OFRECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS |

In December 2004, theFinancial Accounting Standards Board ("FASB")issued SFAS No. 123(R), "Share-BasedPayment," which is a revision of SFAS No. 123 andsupersedes APB Opinion No.  25. SFAS No. 123(R) requires allshare-based payments to employees, including grants of employee stockoptions, to be valued at fair value on the date of grant, and to beexpensed over the applicable vesting period. Pro forma disclosures ofthe income statement effects of share-based payments is no longer analternative. SFAS No. 123(R) is effective for all stock-based awardsgranted on or after July 1, 2005. In addition, companies must alsorecognize compensation expense related to any awards that are not fullyvested as of July 1, 2005. Compensation expense for the unvested awardswill be measured based on the fair value of the awards previouslycalculated in developing the pro forma disclosures in accordance withthe provisions of SFAS No. 123. On April 14, 2005, the SEC announcedthe adoption of a new rule that amends the compliance dates for SFASNo. 123(R). The new rule allows registrants to implement SFAS No.123(R) at the beginning of their next fiscal year that begins afterJune 15, 2005. As a result, the Company will be required to adopt theprovisions of SFAS No. 123(R) on January 1, 2006. The Company iscurrently assessing the impact of adopting SFAS No. 123(R) to itsconsolidated results of operations.

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

|           |                                |
|-----------|--------------------------------|
| 14.  | GUARANTOR FINANCIAL STATEMENTS |

Setforth below are consolidating financial statements of the issuer andguarantor subsidiaries and Alamosa Delaware Operations, LLC which isthe Company's non-guarantor subsidiary (the"Non-Guarantor Subsidiary") of the seniornotes as of March 31, 2005 and December 31, 2004 and for the threemonths ended March 31, 2005 and 2004. The guarantor subsidiaries areall 100% owned by the Company and the guarantees are full andunconditional. Separate financial statements of each guarantorsubsidiary have not been provided because management has determinedthat they are not material to investors.

Alamosa Holdings is anadditional guarantor with respect to the 12 7/8%senior discount notes, the 121⁄2% senior notesand the 13 5/8% senior notes. Separate financialstatements for Alamosa Holdings have not been provided as AlamosaHoldings is a holding company which does not independently generateoperating revenue. The consolidated financial statements of AlamosaHoldings are included in its quarterly report on Form 10-Q for thethree months ended March 31, 2005.

18

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

CONSOLIDATING BALANCE SHEETAS OF MARCH 31,2005

|                                          |  |        |          |                       |  |                         |           |              |  |              |         |         |  |        |            |         |  |        |           |         |  |  |
|------------------------------------------|--|--------|----------|-----------------------|--|-------------------------|-----------|--------------|--|--------------|---------|---------|--|--------|------------|---------|--|--------|-----------|---------|--|--|
|                                     |  | Issuer |          | GuarantorSubsidiaries |  | Non-GuarantorSubsidiary |           | Eliminations |  | Consolidated |
| ASSETS                                   |  |   |     |                  |  |                    |      |         |  |         |    |    |  |   |       |    |  |   |      |    |
| CurrentAssets:                           |  |   |     |                  |  |                    |      |         |  |         |    |    |  |   |       |    |  |   |      |    |
| Cashand cashequivalents                  |  | $      | 6,539    |                  |  | $                       | 18,717    |         |  | $            | 16      |    |  | $      | —    |    |  | $      | 25,272    |    |
| Shortterminvestments                     |  |   | 50,748   |                  |  |                    | —   |         |  |         | — |    |  |   | —    |    |  |   | 50,748    |    |
| Customeraccounts receivable,net          |  |   | —  |                  |  |                    | 46,571    |         |  |         | — |    |  |   | —    |    |  |   | 46,571    |    |
| ReceivablefromSprint                     |  |   | —  |                  |  |                    | 37,183    |         |  |         | — |    |  |   | —    |    |  |   | 37,183    |    |
| Interestreceivable                       |  |   | 196      |                  |  |                    | —   |         |  |         | — |    |  |   | —    |    |  |   | 196       |    |
| Intercompanyreceivable                   |  |   | 22,896   |                  |  |                    | (5,138    | )       |  |         | 401     |    |  |   | —    |    |  |   | 18,159    |    |
| Inventory                                |  |   | —  |                  |  |                    | 11,028    |         |  |         | — |    |  |   | —    |    |  |   | 11,028    |    |
| Investmentinsubsidiary                   |  |   | 854,296  |                  |  |                    | —   |         |  |         | — |    |  |   | (854,296   | )  |  |   | —   |    |
| Prepaidexpenses and otherassets          |  |   | 42       |                  |  |                    | 13,234    |         |  |         | — |    |  |   | —    |    |  |   | 13,276    |    |
| Deferredcustomer acquisitioncosts        |  |   | —  |                  |  |                    | 5,920     |         |  |         | — |    |  |   | —    |    |  |   | 5,920     |    |
| Deferredtaxasset                         |  |   | 4,230    |                  |  |                    | —   |         |  |         | — |    |  |   | —    |    |  |   | 4,230     |    |
| Totalcurrentassets                       |  |   | 938,947  |                  |  |                    | 127,515   |         |  |         | 417     |    |  |   | (854,296   | )  |  |   | 212,583   |    |
| Propertyand equipment,net                |  |   | —  |                  |  |                    | 445,538   |         |  |         | — |    |  |   | —    |    |  |   | 445,538   |    |
| Debtissuance costs,net                   |  |   | 8,858    |                  |  |                    | —   |         |  |         | — |    |  |   | —    |    |  |   | 8,858     |    |
| Intangibleassets,net                     |  |   | —  |                  |  |                    | 409,150   |         |  |         | — |    |  |   | —    |    |  |   | 409,150   |    |
| Othernoncurrentassets                    |  |   | —  |                  |  |                    | 4,446     |         |  |         | — |    |  |   | —    |    |  |   | 4,446     |    |
| Totalassets                              |  | $      | 947,805  |                  |  | $                       | 986,649   |         |  | $            | 417     |    |  | $      | (854,296   | )  |  | $      | 1,080,575 |    |
| LIABILITIESAND STOCKHOLDER'SEQUITY       |  |   |     |                  |  |                    |      |         |  |         |    |    |  |   |       |    |  |   |      |    |
| CurrentLiabilities:                      |  |   |     |                  |  |                    |      |         |  |         |    |    |  |   |       |    |  |   |      |    |
| Accountspayable                          |  | $      | —  |                  |  | $                       | 23,050    |         |  | $            | — |    |  | $      | —    |    |  | $      | 23,050    |    |
| Accruedexpenses                          |  |   | 3,186    |                  |  |                    | 42,104    |         |  |         | — |    |  |   | —    |    |  |   | 45,290    |    |
| PayabletoSprint                          |  |   | —  |                  |  |                    | 39,196    |         |  |         | — |    |  |   | —    |    |  |   | 39,196    |    |
| Interestpayable                          |  |   | 8,526    |                  |  |                    | —   |         |  |         | — |    |  |   | —    |    |  |   | 8,526     |    |
| Deferredrevenue                          |  |   | —  |                  |  |                    | 21,501    |         |  |         | — |    |  |   | —    |    |  |   | 21,501    |    |
| Intercompanypayable                      |  |   | —  |                  |  |                    | —   |         |  |         | — |    |  |   | —    |    |  |   | —   |    |
| Currentinstallments of capitalleases     |  |   | —  |                  |  |                    | 113       |         |  |         | — |    |  |   | —    |    |  |   | 113       |    |
| Totalcurrentliabilities                  |  |   | 11,712   |                  |  |                    | 125,964   |         |  |         | — |    |  |   | —    |    |  |   | 137,676   |    |
| Capitalleaseobligations                  |  |   | —  |                  |  |                    | 720       |         |  |         | — |    |  |   | —    |    |  |   | 720       |    |
| Othernoncurrentliabilities               |  |   | —  |                  |  |                    | 6,086     |         |  |         | — |    |  |   | —    |    |  |   | 6,086     |    |
| Deferredtaxliability                     |  |   | 16,605   |                  |  |                    | —   |         |  |         | — |    |  |   | —    |    |  |   | 16,605    |    |
| Seniornotes                              |  |   | 745,712  |                  |  |                    | —   |         |  |         | — |    |  |   | —    |    |  |   | 745,712   |    |
| Totalliabilities                         |  |   | 774,029  |                  |  |                    | 132,770   |         |  |         | — |    |  |   | —    |    |  |   | 906,799   |    |
| Stockholder'sEquity:                     |  |   |     |                  |  |                    |      |         |  |         |    |    |  |   |       |    |  |   |      |    |
| Preferredstock                           |  |   | —  |                  |  |                    | —   |         |  |         | — |    |  |   | —    |    |  |   | —   |    |
| Commonstock                              |  |   | —  |                  |  |                    | —   |         |  |         | — |    |  |   | —    |    |  |   | —   |    |
| Additionalpaid-incapital                 |  |   | 932,059  |                  |  |                    | 1,006,159 |         |  |         | (4,000  | )  |  |   | (1,002,159 | )  |  |   | 932,059   |    |
| Accumulateddeficit                       |  |   | (756,489 | )                |  |                    | (150,486  | )       |  |         | 4,417   |    |  |   | 146,069    |    |  |   | (756,489  | )  |
| Unearnedcompensation                     |  |   | (1,794   | )                |  |                    | (1,794    | )       |  |         | — |    |  |   | 1,794      |    |  |   | (1,794    | )  |
| Totalstockholder'sequity                 |  |   | 173,776  |                  |  |                    | 853,879   |         |  |         | 417     |    |  |   | (854,296   | )  |  |   | 173,776   |    |
| Totalliabilities and stockholder'sequity |  | $      | 947,805  |                  |  | $                       | 986,649   |         |  | $            | 417     |    |  | $      | (854,296   | )  |  | $      | 1,080,575 |    |
|                                          |

19

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

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

CONSOLIDATING STATEMENT OF OPERATIONSFOR THE THREE MONTHS ENDED MARCH 31,2005

|                                    |  |        |         |                       |  |                         |         |              |  |              |         |        |  |        |         |         |  |        |         |         |  |  |
|------------------------------------|--|--------|---------|-----------------------|--|-------------------------|---------|--------------|--|--------------|---------|--------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                               |  | Issuer |         | GuarantorSubsidiaries |  | Non-GuarantorSubsidiary |         | Eliminations |  | Consolidated |
| Revenues:                          |  |   |    |                  |  |                    |    |         |  |         |    |   |  |   |    |    |  |   |    |    |
| Subscriberrevenues                 |  | $      | — |                  |  | $                       | 155,031 |         |  | $            | — |   |  | $      | — |    |  | $      | 155,031 |    |
| Roamingand wholesalerevenues       |  |   | — |                  |  |                    | 60,606  |         |  |         | — |   |  |   | — |    |  |   | 60,606  |    |
| Servicerevenues                    |  |   | — |                  |  |                    | 215,637 |         |  |         | — |   |  |   | — |    |  |   | 215,637 |    |
| Productsales                       |  |   | — |                  |  |                    | 7,967   |         |  |         | — |   |  |   | — |    |  |   | 7,967   |    |
| Totalrevenues                      |  |   | — |                  |  |                    | 223,604 |         |  |         | — |   |  |   | — |    |  |   | 223,604 |    |
| Costsandexpenses:                  |  |   |    |                  |  |                    |    |         |  |         |    |   |  |   |    |    |  |   |    |    |
| Costof services andoperations      |  |   | — |                  |  |                    | 101,483 |         |  |         | — |   |  |   | — |    |  |   | 101,483 |    |
| Costof productssold                |  |   | — |                  |  |                    | 24,151  |         |  |         | — |   |  |   | — |    |  |   | 24,151  |    |
| Sellingandmarketing                |  |   | — |                  |  |                    | 36,520  |         |  |         | — |   |  |   | — |    |  |   | 36,520  |    |
| Generaland administrativeexpenses  |  |   | 255     |                  |  |                    | 5,847   |         |  |         | — |   |  |   | — |    |  |   | 6,102   |    |
| Mergerrelatedexpenses              |  |   | — |                  |  |                    | 436     |         |  |         | — |   |  |   | — |    |  |   | 436     |    |
| Depreciationandamortization        |  |   | — |                  |  |                    | 26,349  |         |  |         | — |   |  |   | — |    |  |   | 26,349  |    |
| Impairmentof property andequipment |  |   | — |                  |  |                    | (24     | )       |  |         | — |   |  |   | — |    |  |   | (24     | )  |
| Non-cashcompensation               |  |   | — |                  |  |                    | 603     |         |  |         | — |   |  |   | — |    |  |   | 603     |    |
| Income(loss) fromoperations        |  |   | (255    | )                |  |                    | 28,239  |         |  |         | — |   |  |   | — |    |  |   | 27,984  |    |
| Equityin earnings ofsubsidiaries   |  |   | 28,636  |                  |  |                    | — |         |  |         | — |   |  |   | (28,636 | )  |  |   | — |    |
| Interestand otherincome            |  |   | 341     |                  |  |                    | 427     |         |  |         | — |   |  |   | — |    |  |   | 768     |    |
| Interestexpense                    |  |   | (19,556 | )                |  |                    | (30     | )       |  |         | — |   |  |   | — |    |  |   | (19,586 | )  |
| Incomebefore income taxexpense     |  |   | 9,166   |                  |  |                    | 28,636  |         |  |         | — |   |  |   | (28,636 | )  |  |   | 9,166   |    |
| Incometaxexpense                   |  |   | (1,551  | )                |  |                    | — |         |  |         | — |   |  |   | — |    |  |   | (1,551  | )  |
| Netincome                          |  | $      | 7,615   |                  |  | $                       | 28,636  |         |  | $            | — |   |  | $      | (28,636 | )  |  | $      | 7,615   |    |
|                                    |

21

----

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

CONSOLIDATING STATEMENT OFOPERATIONS FOR THE THREE MONTHS ENDED MARCH 31,2004

|                                    |  |        |         |                       |  |                         |         |              |  |              |         |        |  |        |         |        |  |        |         |         |  |  |
|------------------------------------|--|--------|---------|-----------------------|--|-------------------------|---------|--------------|--|--------------|---------|--------|--|--------|---------|--------|--|--------|---------|---------|--|--|
|                               |  | Issuer |         | GuarantorSubsidiaries |  | Non-GuarantorSubsidiary |         | Eliminations |  | Consolidated |
| Revenues:                          |  |   |    |                  |  |                    |    |         |  |         |    |   |  |   |    |   |  |   |    |    |
| Subscriberrevenues                 |  | $      | — |                  |  | $                       | 124,746 |         |  | $            | — |   |  | $      | — |   |  | $      | 124,746 |    |
| Roamingand wholesalerevenues       |  |   | — |                  |  |                    | 43,153  |         |  |         | — |   |  |   | — |   |  |   | 43,153  |    |
| Servicerevenues                    |  |   | — |                  |  |                    | 167,899 |         |  |         | — |   |  |   | — |   |  |   | 167,899 |    |
| Productsales                       |  |   | — |                  |  |                    | 8,791   |         |  |         | — |   |  |   | — |   |  |   | 8,791   |    |
| Totalrevenues                      |  |   | — |                  |  |                    | 176,690 |         |  |         | — |   |  |   | — |   |  |   | 176,690 |    |
| Costsandexpenses:                  |  |   |    |                  |  |                    |    |         |  |         |    |   |  |   |    |   |  |   |    |    |
| Costof services andoperations      |  |   | — |                  |  |                    | 86,216  |         |  |         | — |   |  |   | — |   |  |   | 86,216  |    |
| Costof productssold                |  |   | — |                  |  |                    | 19,783  |         |  |         | — |   |  |   | — |   |  |   | 19,783  |    |
| Sellingandmarketing                |  |   | — |                  |  |                    | 30,993  |         |  |         | — |   |  |   | — |   |  |   | 30,993  |    |
| Generaland administrativeexpenses  |  |   | 333     |                  |  |                    | 5,146   |         |  |         | — |   |  |   | — |   |  |   | 5,479   |    |
| Depreciationandamortization        |  |   | — |                  |  |                    | 27,384  |         |  |         | — |   |  |   | — |   |  |   | 27,384  |    |
| Impairmentof property andequipment |  |   | — |                  |  |                    | 306     |         |  |         | — |   |  |   | — |   |  |   | 306     |    |
| Non-cashcompensation               |  |   | — |                  |  |                    | 20      |         |  |         | — |   |  |   | — |   |  |   | 20      |    |
| Income(loss) fromoperations        |  |   | (333    | )                |  |                    | 6,842   |         |  |         | — |   |  |   | — |   |  |   | 6,509   |    |
| Equityin loss ofsubsidiaries       |  |   | (6,764  | )                |  |                    | — |         |  |         | — |   |  |   | 6,764   |   |  |   | — |    |
| Losson debtextinguishment          |  |   | — |                  |  |                    | (13,101 | )       |  |         | — |   |  |   | — |   |  |   | (13,101 | )  |
| Interestand otherincome            |  |   | 91      |                  |  |                    | 76      |         |  |         | — |   |  |   | — |   |  |   | 167     |    |
| Interestexpense                    |  |   | (17,654 | )                |  |                    | (581    | )       |  |         | — |   |  |   | — |   |  |   | (18,235 | )  |
| Lossbefore income taxbenefit       |  |   | (24,660 | )                |  |                    | (6,764  | )       |  |         | — |   |  |   | 6,764   |   |  |   | (24,660 | )  |
| Incometaxbenefit                   |  |   | — |                  |  |                    | — |         |  |         | — |   |  |   | — |   |  |   | — |    |
| Netloss                            |  | $      | (24,660 | )                |  | $                       | (6,764  | )       |  | $            | — |   |  | $      | 6,764   |   |  | $      | (24,660 | )  |
|                                    |

22

----

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

CONSOLIDATING STATEMENT OF CASHFLOWS FOR THE THREE MONTHS ENDED MARCH 31,2005

|                                                                                          |  |        |         |                       |  |                         |          |              |  |              |         |        |  |        |         |         |  |        |          |         |  |  |
|------------------------------------------------------------------------------------------|--|--------|---------|-----------------------|--|-------------------------|----------|--------------|--|--------------|---------|--------|--|--------|---------|---------|--|--------|----------|---------|--|--|
|                                                                                     |  | Issuer |         | GuarantorSubsidiaries |  | Non-GuarantorSubsidiary |          | Eliminations |  | Consolidated |
| Cashflows from operatingactivities:                                                      |  |   |    |                  |  |                    |     |         |  |         |    |   |  |   |    |    |  |   |     |    |
| Netincome                                                                                |  | $      | 7,615   |                  |  | $                       | 28,636   |         |  | $            | — |   |  | $      | (28,636 | )  |  | $      | 7,615    |    |
| Adjustmentsto reconcile net income to netcash provided by (used in) operatingactivities: |  |   |    |                  |  |                    |     |         |  |         |    |   |  |   |    |    |  |   |     |    |
| Equityin earnings ofsubsidiaries                                                         |  |   | (28,636 | )                |  |                    | —  |         |  |         | — |   |  |   | 28,636  |    |  |   | —  |    |
| Non-cashcompensationexpense                                                              |  |   | — |                  |  |                    | 603      |         |  |         | — |   |  |   | — |    |  |   | 603      |    |
| Provisionfor baddebts                                                                    |  |   | — |                  |  |                    | 1,773    |         |  |         | — |   |  |   | — |    |  |   | 1,773    |    |
| Non-cashaccretion of asset retirementobligation                                          |  |   | — |                  |  |                    | 55       |         |  |         | — |   |  |   | — |    |  |   | 55       |    |
| Depreciationand amortization of property andequipment                                    |  |   | — |                  |  |                    | 18,783   |         |  |         | — |   |  |   | — |    |  |   | 18,783   |    |
| Amortizationof intangibleassets                                                          |  |   | — |                  |  |                    | 7,566    |         |  |         | — |   |  |   | — |    |  |   | 7,566    |    |
| Amortizationof financing costs included in interestexpense                               |  |   | 228     |                  |  |                    | —  |         |  |         | — |   |  |   | — |    |  |   | 228      |    |
| Interestaccreted on discountnotes                                                        |  |   | 6,571   |                  |  |                    | —  |         |  |         | — |   |  |   | — |    |  |   | 6,571    |    |
| Mergerrelatedexpenses                                                                    |  |   | — |                  |  |                    | 436      |         |  |         | — |   |  |   | — |    |  |   | 436      |    |
| Gainon disposal of property and equipment (Increase) decreasein:                         |  |   | — |                  |  |                    | (24      | )       |  |         | — |   |  |   | — |    |  |   | (24      | )  |
| Receivablefrom/payable toparent                                                          |  |   | 7,193   |                  |  |                    | (26,882  | )       |  |         | — |   |  |   | — |    |  |   | (19,689  | )  |
| Receivables                                                                              |  |   | 20      |                  |  |                    | (16,031  | )       |  |         | — |   |  |   | — |    |  |   | (16,011  | )  |
| Inventory                                                                                |  |   | — |                  |  |                    | (1,892   | )       |  |         | — |   |  |   | — |    |  |   | (1,892   | )  |
| Prepaidexpenses and otherassets                                                          |  |   | (42     | )                |  |                    | (1,884   | )       |  |         | — |   |  |   | — |    |  |   | (1,926   | )  |
| Increase(decrease)in:                                                                    |  |   |    |                  |  |                    |     |         |  |         |    |   |  |   |    |    |  |   |     |    |
| Accountspayable and accruedexpenses                                                      |  |   | (9,933  | )                |  |                    | 1,406    |         |  |         | — |   |  |   | — |    |  |   | (8,527   | )  |
| Netcash provided by (used in) operatingactivities                                        |  |   | (16,984 | )                |  |                    | 12,545   |         |  |         | — |   |  |   | — |    |  |   | (4,439   | )  |
| Cashflows from investingactivities:                                                      |  |   |    |                  |  |                    |     |         |  |         |    |   |  |   |    |    |  |   |     |    |
| Proceedsfrom sale ofassets                                                               |  |   | — |                  |  |                    | 131      |         |  |         | — |   |  |   | — |    |  |   | 131      |    |
| Purchasesof property andequipment                                                        |  |   | — |                  |  |                    | (22,773  | )       |  |         | — |   |  |   | — |    |  |   | (22,773  | )  |
| Mergerrelatedexpenses                                                                    |  |   | — |                  |  |                    | (436     | )       |  |         | — |   |  |   | — |    |  |   | (436     | )  |
| Changein short terminvestments                                                           |  |   | (337    | )                |  |                    | —  |         |  |         | — |   |  |   | — |    |  |   | (337     | )  |
| Netcash used in investingactivities                                                      |  |   | (337    | )                |  |                    | (23,078  | )       |  |         | — |   |  |   | — |    |  |   | (23,415  | )  |
| Cashflows from financingactivities:                                                      |  |   |    |                  |  |                    |     |         |  |         |    |   |  |   |    |    |  |   |     |    |
| Capitaldistribution toparent                                                             |  |   | 17,162  |                  |  |                    | (91,142  | )       |  |         | — |   |  |   | — |    |  |   | (73,980  | )  |
| Paymentson capitalleases                                                                 |  |   | — |                  |  |                    | (26      | )       |  |         | — |   |  |   | — |    |  |   | (26      | )  |
| Netcash provided by (used in) financingactivities                                        |  |   | 17,162  |                  |  |                    | (91,168  | )       |  |         | — |   |  |   | — |    |  |   | (74,006  | )  |
| Netdecrease in cash and cashequivalents                                                  |  |   | (159    | )                |  |                    | (101,701 | )       |  |         | — |   |  |   | — |    |  |   | (101,860 | )  |
| Cashand cash equivalents at beginning ofperiod                                           |  |   | 6,698   |                  |  |                    | 120,418  |         |  |         | 16      |   |  |   | — |    |  |   | 127,132  |    |
| Cashand cash equivalents at end ofperiod                                                 |  | $      | 6,539   |                  |  | $                       | 18,717   |         |  | $            | 16      |   |  | $      | — |    |  | $      | 25,272   |    |
|                                                                                          |

23

----

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

CONSOLIDATING STATEMENT OF CASHFLOWS FOR THE THREE MONTHS ENDED MARCH 31,2004

|                                                                                         |  |        |          |                       |  |                         |          |              |  |              |         |        |  |        |         |         |  |        |          |         |  |  |
|-----------------------------------------------------------------------------------------|--|--------|----------|-----------------------|--|-------------------------|----------|--------------|--|--------------|---------|--------|--|--------|---------|---------|--|--------|----------|---------|--|--|
|                                                                                    |  | Issuer |          | GuarantorSubsidiaries |  | Non-GuarantorSubsidiary |          | Eliminations |  | Consolidated |
| Cashflows from operatingactivities:                                                     |  |   |     |                  |  |                    |     |         |  |         |    |   |  |   |    |    |  |   |     |    |
| Netloss                                                                                 |  | $      | (24,660  | )                |  | $                       | (6,764   | )       |  | $            | — |   |  | $      | 6,764   |    |  | $      | (24,660  | )  |
| Adjustmentsto reconcile net loss to net cash provided by (used in) operatingactivities: |  |   |     |                  |  |                    |     |         |  |         |    |   |  |   |    |    |  |   |     |    |
| Equityin loss ofsubsidiaries                                                            |  |   | 6,764    |                  |  |                    | —  |         |  |         | — |   |  |   | (6,764  | )  |  |   | —  |    |
| Non-cashinterest expense on derivativeinstruments                                       |  |   | —  |                  |  |                    | 6        |         |  |         | — |   |  |   | — |    |  |   | 6        |    |
| Non-cashaccretion of asset retirementobligation                                         |  |   | —  |                  |  |                    | 45       |         |  |         | — |   |  |   | — |    |  |   | 45       |    |
| Non-cashcompensationexpense                                                             |  |   | —  |                  |  |                    | 20       |         |  |         | — |   |  |   | — |    |  |   | 20       |    |
| Provisionfor baddebts                                                                   |  |   | —  |                  |  |                    | 1,935    |         |  |         | — |   |  |   | — |    |  |   | 1,935    |    |
| Depreciationand amortization of property andequipment                                   |  |   | —  |                  |  |                    | 17,980   |         |  |         | — |   |  |   | — |    |  |   | 17,980   |    |
| Amortizationof intangibleassets                                                         |  |   | —  |                  |  |                    | 9,404    |         |  |         | — |   |  |   | — |    |  |   | 9,404    |    |
| Amortizationof financing costs included in interestexpense                              |  |   | 182      |                  |  |                    | 83       |         |  |         | — |   |  |   | — |    |  |   | 265      |    |
| Losson debtextinguishment                                                               |  |   | —  |                  |  |                    | 13,101   |         |  |         | — |   |  |   | — |    |  |   | 13,101   |    |
| Interestaccreted on discountnotes                                                       |  |   | 6,001    |                  |  |                    | —  |         |  |         | — |   |  |   | — |    |  |   | 6,001    |    |
| Impairmentof property andequipment                                                      |  |   | —  |                  |  |                    | 306      |         |  |         | — |   |  |   | — |    |  |   | 306      |    |
| (Increase)decreasein:                                                                   |  |   |     |                  |  |                    |     |         |  |         |    |   |  |   |    |    |  |   |     |    |
| Receivablefrom/payable toParent                                                         |  |   | —  |                  |  |                    | (289     | )       |  |         | — |   |  |   | — |    |  |   | (289     | )  |
| Receivables                                                                             |  |   | —  |                  |  |                    | (6,380   | )       |  |         | — |   |  |   | — |    |  |   | (6,380   | )  |
| Inventory                                                                               |  |   | —  |                  |  |                    | 1,936    |         |  |         | — |   |  |   | — |    |  |   | 1,936    |    |
| Prepaidexpenses and otherassets                                                         |  |   | 194      |                  |  |                    | (680     | )       |  |         | — |   |  |   | — |    |  |   | (486     | )  |
| Increasein:                                                                             |  |   |     |                  |  |                    |     |         |  |         |    |   |  |   |    |    |  |   |     |    |
| Accountspayable and accruedexpenses                                                     |  |   | 4,509    |                  |  |                    | (3,397   | )       |  |         | — |   |  |   | — |    |  |   | 1,112    |    |
| Netcash provided by (used in) operatingactivities                                       |  |   | (7,010   | )                |  |                    | 27,306   |         |  |         | — |   |  |   | — |    |  |   | 20,296   |    |
| Cashflows from investingactivities:                                                     |  |   |     |                  |  |                    |     |         |  |         |    |   |  |   |    |    |  |   |     |    |
| Proceedsfrom sale ofassets                                                              |  |   | —  |                  |  |                    | 343      |         |  |         | — |   |  |   | — |    |  |   | 343      |    |
| Purchasesof property andequipment                                                       |  |   | —  |                  |  |                    | (24,218  | )       |  |         | — |   |  |   | — |    |  |   | (24,218  | )  |
| Investmentinsubsidiary                                                                  |  |   | (200,908 | )                |  |                    | 200,908  |         |  |         | — |   |  |   | — |    |  |   | —  |    |
| Changein restrictedcash                                                                 |  |   | 1        |                  |  |                    | —  |         |  |         | — |   |  |   | — |    |  |   | 1        |    |
| Changein intercompanybalances                                                           |  |   | 1,253    |                  |  |                    | (1,253   | )       |  |         | — |   |  |   | — |    |  |   | —  |    |
| Netcash provided by (used in) investingactivities                                       |  |   | (199,654 | )                |  |                    | 175,780  |         |  |         | — |   |  |   | — |    |  |   | (23,874  | )  |
| Cashflows from financingactivities:                                                     |  |   |     |                  |  |                    |     |         |  |         |    |   |  |   |    |    |  |   |     |    |
| Issuanceof seniornotes                                                                  |  |   | 250,000  |                  |  |                    | —  |         |  |         | — |   |  |   | — |    |  |   | 250,000  |    |
| Repaymentof secureddebt                                                                 |  |   | —  |                  |  |                    | (200,000 | )       |  |         | — |   |  |   | — |    |  |   | (200,000 | )  |
| Debtissuancecosts                                                                       |  |   | (8,059   | )                |  |                    | —  |         |  |         | — |   |  |   | — |    |  |   | (8,059   | )  |
| Capitaldistribution toparent                                                            |  |   | (2,866   | )                |  |                    | —  |         |  |         | — |   |  |   | — |    |  |   | (2,866   | )  |
| Paymentson capitalleases                                                                |  |   | —  |                  |  |                    | (139     | )       |  |         | — |   |  |   | — |    |  |   | (139     | )  |
| Netcash provided by (used in) financingactivities                                       |  |   | 239,075  |                  |  |                    | (200,139 | )       |  |         | — |   |  |   | — |    |  |   | 38,936   |    |
| Netincrease in cash and cashequivalents                                                 |  |   | 32,411   |                  |  |                    | 2,947    |         |  |         | — |   |  |   | — |    |  |   | 35,358   |    |
| Cashand cash equivalents at beginning ofperiod                                          |  |   | 27,542   |                  |  |                    | 70,677   |         |  |         | 23      |   |  |   | — |    |  |   | 98,242   |    |
| Cashand cash equivalents at end ofperiod                                                |  | $      | 59,953   |                  |  | $                       | 73,624   |         |  | $            | 23      |   |  | $      | — |    |  | $      | 133,600  |    |
|                                                                                         |

24

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

Forward-LookingStatements

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

|              |                                                 |
|--------------|-------------------------------------------------|
| •  | forecasts of population growthin our territory; |

|              |                                                                                                                     |
|--------------|---------------------------------------------------------------------------------------------------------------------|
| •  | statements regardingour anticipated revenues, expense levels, liquidity, capital resourcesand operating losses; and |

|              |                                                                                  |
|--------------|----------------------------------------------------------------------------------|
| •  | statementsregarding expectations or projections about markets in ourterritories. |

Although we believe that the expectations reflectedin such forward-looking statements are reasonable, we can give noassurance that such expectations will prove to have been correct.Important factors with respect to any such forward-looking statements,including certain risks and uncertainties that could cause actualresults to differ materially from our expectations, are furtherdisclosed in our annual report on Form 10-K for the year ended December31, 2004 under the sections "Item 1.Business" and "Item 7. Management'sDiscussion and Analysis of Financial Condition and Results ofOperations." Important factors that could cause actualresults to differ materially from those in the forward-lookingstatements include, but are not limitedto:

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

|              |                                                                                                                                                   |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | the ability of Sprint toalter the terms of our affiliation agreements with it, including feespaid or charged to us and other programrequirements; |

|              |                                   |
|--------------|-----------------------------------|
| •  | our anticipation of futurelosses; |

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

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

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

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

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

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

|              |                                                            |
|--------------|------------------------------------------------------------|
| •  | competition in the industryand markets in which weoperate; |

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

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

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

|              |                                                                                                                                                           |
|--------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | our potential inability toexpand our services and related products in the event of substantialincreases in demand for these services and relatedproducts; |

|              |                                                                         |
|--------------|-------------------------------------------------------------------------|
| •  | our inability to predict theoutcomes of potentially materiallitigation; |

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

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

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

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|              |                                              |
|--------------|----------------------------------------------|
| •  | general economicand business conditions; and |

|              |                                                                                                                                                                        |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | effects ofmergers and consolidations within the telecommunications industry andunexpected announcements or developments from others in thetelecommunications industry. |

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

Definitions of OperatingMetrics

We discuss the following operating metrics relating toour business in this section:

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

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

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

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

General

As a PCS Affiliate of Sprint, wehave the exclusive right to provide wireless mobility communicationsservices under the Sprint brand name in our licensed territory. We ownand are responsible for building, operating and managing the portion ofthe PCS network of Sprint located in our territory. We offer nationalplans designed by Sprint as well as local plans tailored to our marketdemographics. Our portion of the PCS network of Sprint is designed tooffer a seamless connection with the 100% digital PCS nationwidewireless network of Sprint. We market Sprint PCS products and servicesthrough a number of distribution outlets located in our territory,including our own retail stores, major national distributors and localthird party distributors. At March 31, 2005, we had total licensed POPsof over 15.8 million, covered POPs of approximately 13.0 million andtotal subscribers of approximately 970,000.

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

As part of our affiliation agreements with Sprint, we havecontracted with Sprint to provide back office services such as customeractivation, handset logistics, billing, customer care and network

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

Critical Accounting Policies

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

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

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

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

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

Accounting forgoodwill and intangible assets – We have recorded certainintangible assets in connection with acquisitions, including bothidentifiable intangibles and goodwill. Identifiable intangibles consistof the Sprint agreements and the respective subscriber bases in placeat the acquired companies at the time of acquisition. The intangibleassets related to the Sprint agreements are being amortized on astraight line basis over the remaining original term of the underlyingSprint agreements. The subscriber base intangible asset is amortized ona straight line basis over the estimated life of the acquiredsubscribers.

Long-lived asset recovery –Long-lived assets, consisting primarily of property, equipment andintangibles, comprised approximately 79 percent of our total assets atMarch 31, 2005. Changes in technology or in our intended use of theseassets may cause the estimated period of use or the value of theseassets to change. In addition, changes in general industry conditionscould cause the value of 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 

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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 month period ended March 31, 2005compared to the three month period ended March  31, 2004

Subscriber growth and key performance indicators – Wehad total subscribers of approximately 970,000 at March 31, 2005compared to approximately 773,000 at March 31, 2004. This growth ofapproximately 197,000 subscribers represents a 25 percent increase yearover year. The increase in subscriber growth is primarily attributableto an increase in our distribution channels, primarily in our ownSprint retail stores and branded dealers in our territory as well asoverall growth in the wireless telecommunications industry.

Average monthly churn for the first quarter of 2005 wasapproximately 2.2 percent compared to approximately 2.4 percent for thefirst quarter of 2004. We incur significant up front costs in acquiringcustomers such that increases in churn may negatively impact ouroperations.

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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$155,031 for the quarter ended March 31, 2005 compared to $124,746 forthe quarter ended March 31, 2004. This increase of 24 percent wasprimarily due to the increase in our subscriber base discussed above.Base ARPU (which does not include roaming revenue) remained relativelyconsistent in the first quarter of 2005 at $55, compared to $56 in thefirst quarter of 2004.

Roaming and wholesale revenue iscomprised of revenue from Sprint and other PCS subscribers basedoutside of our territory who roam onto our portion of the PCS networkof Sprint as well as revenue from resellers of PCS service whosesubscribers use our portion of the PCS network of Sprint.

Roaming revenue was $48,263 for the quarter ended March 31, 2005,compared to $40,639 for the quarter ended March 31, 2004. This increaseof 19 percent was due to a 23 percent increase in inbound roamingminutes to 612 million for the quarter ended March 31, 2005, comparedto 496 million for the quarter ended March 31, 2004. The percentageincrease in revenue was less than the percentage increase in minutesdue to declining rates from carriers other than Sprint. We have areciprocal roaming rate arrangement with Sprint pursuant to whichper-minute charges for inbound and outbound roaming related to Sprintsubscribers are identical. This rate is fixed at 5.8 cents per minuteuntil December 31, 2006. We are currently a net receiver of roamingwith Sprint, meaning that the minute volume from other Sprintsubscribers roaming onto our network is greater than the minute volumefrom our subscribers roaming onto other portions of the PCS network ofSprint. The ratio of inbound to outbound Sprint roaming minutes was1.17 to 1 for the three months ended March 31, 2005. We haveexperienced an increase in the volume of inbound roaming traffic fromPCS providers other than Sprint. This traffic is settled at ratesseparately negotiated by Sprint on our behalf with the other PCSproviders and these rates have declined in some cases during 2005compared to 2004.

Wholesale revenue was $12,343 for the quarterended March 31, 2005, compared to $2,514 for the quarter ended March31, 2004. This increase of 391 percent was due to the addition ofrevenue related to subscribers of another PCS carrier with whom Sprintentered into an agreement to allow those subscribers to use the PCSnetwork of Sprint on a wholesale basis subsequent to the quarter endedMarch 31, 2004. As a result, all minutes of use for those subscribersin their home areas as well as when roaming are on the PCS network ofSprint.

Product sales and cost of products sold –We record revenue from the sale of handsets and accessories, netof an allowance for returns, as product sales. Product sales revenueand cost of products sold are recorded for all products that are soldthrough our retail stores as well as those sold to our local indirectagents. The cost of handsets sold generally exceeds the retail salesprice as we subsidize the price of handsets for competitive reasons.Sprint's handset return policy allows customers to return theirhandsets for a full refund within 14 days of purchase. When handsetsare returned to us, we may be able to reissue the handsets to customersat little additional cost to us. However, when handsets are returned toSprint for refurbishing, we may receive a credit from Sprint, which isless than the amount we originally paid for the handset.

Productsales revenue for the first quarter of 2005 was $7,967, compared to$8,791 for the first quarter of 2004. Cost of products sold for thefirst quarter of 2005 was $24,151, compared to $19,783 for the firstquarter of 2004. As such, the subsidy on handsets sold through ourretail and local indirect channels was $16,184 in the first quarter of2005 and $10,992 in the first quarter of 2004. The increase insubsidies of $5,192 in 2005 is primarily due to an increase in thenumber of activations through our retail and local indirect channels ofapproximately 13,000 subscribers and an increase in subsidiesassociated with handset upgrades of approximately $1,498.

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Cost of service and operations(excluding non-cash compensation) – Cost of service andoperations includes the costs of operating our portion of the PCSnetwork of Sprint. These costs include items such as tower operatingleases and maintenance as well as backhaul costs, which are costsassociated with transporting wireless calls across our portion of thePCS network of Sprint to another carrier's network. In addition,cost of service and operations includes outbound roaming costs, longdistance charges, the fees we pay to Sprint for our 8 percentaffiliation fee, back office services such as billing and customercare, as well as our provision for estimated uncollectible accounts.Expenses of $101,483 in the first quarter of 2005 were approximately 18percent higher than the $86,216 incurred in the first quarter of 2004.The increase in expenses in the first quarter of 2005 was due to theincreased volume of traffic carried on our network due to the increasein our subscribers, as well as wholesale and resale customers. Totalminutes of use on our network were 2.8 billion minutes in the firstquarter of 2005 compared to 2.0 billion minutes in the first quarter of2004 for an increase in traffic of 40 percent. The increase in costswas lower relative to the increase in traffic due to the leverage weexperience in spreading our fixed network operating costs over a largervolume of activity.

Selling and marketing expenses(excluding non-cash compensation) – Selling and marketingexpenses include advertising, promotion, sales commissions and expensesrelated to our distribution channels, including our retail storeexpenses. In addition, we reimburse Sprint for the subsidy on handsetssold through national retail stores due to the fact that theseretailers purchase their handsets from Sprint. This subsidy is recordedas a selling and marketing expense. Total selling and marketingexpenses of $36,520 in the first quarter of 2005 were 18 percent higherthan the $30,993 incurred in the first quarter of 2004. The increaseexperienced during the three months ended March 31, 2005 isattributable to an increase in variable costs resulting from increasesin gross activations of approximately 20 percent in the first quarterof 2005, as compared to the first quarter of 2004, as well as anincrease in subsidies on handsets sold through national retail storesto existing subscribers of approximately $908.

General andadministrative expenses (excluding non-cash compensation) –General and administrative expenses include corporate costs andexpenses such as administration and finance. General and administrativeexpenses of $6,102 in the first quarter of 2005 were 11 percent higherthan the $5,479 incurred in the first quarter of 2004. The increase inthe first quarter of 2005 has been the result of increased professionalfees associated with regulatory compliance and advisory services.

Merger related expenses – Merger related expenses inthe first quarter of 2005 of $436 relates to incremental travel costsassociated with our employees in connection with the acquisition ofAirGate PCS, Inc. by Alamosa Holdings that are not considered part ofthe cost of the transaction in the purchase price allocation. Thesecosts were incurred by us due to the fact that Alamosa Holdings has noemployees.

Depreciation and amortization –Depreciation and amortization includes depreciation of ourproperty and equipment as well as amortization of intangibles.Depreciation is calculated on the straight-line method over theestimated useful lives of the underlying assets and totaled $18,783 inthe first quarter of 2005, which was 4 percent higher than the $17,980recorded in the first quarter of 2004. The increase in 2005 is due tothe increase in depreciable costs as a result of our capitalexpenditures in the last nine months of 2004 and the first three 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 $7,566 in the first quarter of 2005 was 20percent less than the $9,404 in the first quarter of 2004 as thesubscriber bases acquired in the first quarter of 2001 became fullyamortized during the first quarter of 2004.

(Gain) loss ondisposal of property and equipment – We recorded a gain ondisposal of property and equipment in the first quarter of 2005 of $24,compared to a loss of $306, in the first quarter of 2004. Impairmentsrecorded in 2004 primarily relate to the abandonment of certain networkequipment that had become technologically obsolete.

Non-cashcompensation – Non-cash compensation expense of $603 in thefirst quarter of 2005 was significantly higher than the $20 in thefirst quarter of 2004. The expense relates to vesting of 

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restricted stock that had been awarded tocertain of our officers and directors. The increase in 2005 is due tothe issuance of an additional 200,000 shares of restricted stock to ourofficers in the first quarter of 2005.

Income fromoperations – Our operating income for the first quarter of2005 was $27,984, compared to $6,509 for the first quarter of 2004,representing an improvement of $21,475. The improvement in operatingincome is primarily attributable to the leverage we have achieved inspreading our fixed costs over a larger base of subscribers.

Loss on debt extinguishment – The loss on debtextinguishment of $13,101 recorded in the first quarter of 2004 relatesto the repayment and termination of our senior secured credit facilityin January 2004. The loss is comprised of $12,565 in net deferred loanfees related to the terminated credit facility plus the recognition of$536 in other comprehensive loss related to derivative instruments usedfor hedging interest rate risk on outstanding borrowings under thecredit facility.

Interest and other income –Interest and other income represents amounts earned on theinvestment of excess cash, including restricted cash. Income of $768 inthe first quarter of 2005 was significantly higher than the $167 earnedin the first quarter of 2004. The increase in interest and other incomeearned in the first quarter is primarily due to the fact that duringthe second quarter of 2004, the Board of Directors approved a change inthe Company's investment policy to extend the allowable weightedaverage maturity of investments from the 90 days allowed previously to270 days. As a result, excess cash has been invested in higher yieldinginstruments.

Interest expense – Interest expensefor the first quarter of 2005 and 2004 included non-cash interest of$6,799 and $6,272, respectively, related to the accretion of seniordiscount notes, the amortization of debt issuance costs and changes inthe fair value of hedge instruments that do not qualify for hedgeaccounting treatment. The increase in total interest expense to $19,586in the first quarter of 2005 from $18,235 in the first quarter of 2004is due primarily to the issuance of the 81⁄2%Senior Notes in the first quarter of 2004 which were at a slightlyhigher interest rate than the secured credit facility that wasterminated with the proceeds from the 81⁄2%Senior Notes.

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 first quarter of2001, 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 second 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. For 2005,forecasted 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.

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Cash Flows

Operatingactivities – Operating cash flows decreased $24,735 in thefirst quarter of 2005 compared to the first quarter of 2004. Thisdecrease is primarily due to advances to Alamosa Holdings ofapproximately $20,000 in connection with Alamosa Holding'sacquisition of AirGate in the first quarter of 2005.

Investing activities – Our investing cash flows werenegative $23,415 in the first quarter of 2005, compared to negative$23,874 in the first quarter of 2004. Cash purchases of property andequipment were $22,773 and $24,218 in the first quarter of 2005 and2004, respectively.

Financing activities – Ourfinancing cash flows decreased in the first quarter of 2005 to negative$74,006 from positive $38,936 in the first quarter of 2004. In thefirst quarter of 2004, we received net proceeds from an offering ofsenior notes of approximately $242 million which were used topermanently repay $200 million in borrowings outstanding under oursenior secured credit facility. In the first quarter of 2005, we made acapital distribution to Alamosa Holdings in the amount of $73,980 inconnection with Alamosa Holdings' acquisition of AirGate PCS,Inc.

Liquidity and Capital Resources

Since inception,we have financed our operations through capital contributions from ourowners, debt financing and proceeds generated from public offerings ofour common stock. The proceeds from these transactions have been usedto fund the build-out of our portion of the PCS network of Sprint,subscriber acquisition costs and working capital.

While we haveincurred cumulative net losses since inception and incurred negativecash flows from operating activities in the past, we generatedapproximately $132 million and used approximately $4 million in cashflows from operating activities for the year ended December 31, 2004and the three months ended March 31, 2005, respectively. Additionally,we reported net income of $7.6 million for the three months ended March31, 2005.

As of March 31, 2005, we had $25 million of cash onhand as well as $51 million in short-term investments, which we believewill be sufficient to fund expected capital expenditures and to coverour working capital and debt service requirements (including dividendson preferred stock) for at least the next 12 months.

Our futureliquidity will be dependent on a number of factors influencing ourprojections of operating cash flows, including those related tosubscriber growth, ARPU, average monthly churn and cost per grossaddition. Should actual results differ significantly from theseassumptions, our liquidity position could be adversely affected and wecould be in a position that would require us to raise additionalcapital, which may or may not be available on terms acceptable to us,if at all, and could have a material adverse effect on our ability toachieve our intended business objectives.

Future Trends ThatMay Affect Operating Results, Liquidity and Capital Resources

During 2002 and 2003, we experienced overall declining netsubscriber growth compared to previous periods. This trend wasattributable to increased competition and slowing aggregate subscribergrowth in the wireless telecommunications industry. Although we haveexperienced improvement in subscriber growth in 2004 and the firstquarter of 2005, we are continuing to incur net losses as we continueto add subscribers, which requires a significant up-front investment toacquire those subscribers. If net subscriber growth does not continueto improve, it will lengthen the amount of time it will take for us toreach a sufficient number of subscribers to achieve profitability.

We may experience a higher average monthly churn rate than we arecurrently anticipating. Our average monthly churn for the first quarterof 2005 was 2.2 percent, compared to 2.3 percent for the year endedDecember 31, 2004 and 2.7 percent for the year ended December 31, 2003.Although churn has declined over the past two years, we expect that inthe near term churn could increase as a result of the implementation ofthe FCC's WLNP mandate in all of our markets during 2004. Throughthe first quarter of 2005, we have not experienced a material impact tochurn related to WLNP with 

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respect to the markets in which we operate.If average monthly churn increases over the long-term, we would losethe cash flows attributable to those customers and have greater thanprojected losses.

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

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

Recently Issued AccountingPronouncements

In December 2004, the Financial AccountingStandards Board ("FASB") issued SFAS No.123(R), "Share-Based Payment," which is arevision of SFAS No. 123 and supersedes APB Opinion No. 25. SFAS No.123(R) requires all share-based payments to employees, including grantsof employee stock options, to be valued at fair value on the date ofgrant, and to be expensed over the applicable vesting period. Pro formadisclosures of the income statement effects of share-based payments isno longer an alternative. SFAS No. 123(R) is effective for allstock-based awards granted on or after July 1, 2005. In addition,companies must also recognize compensation expense related to anyawards that are not fully vested as of July 1, 2005. Compensationexpense for the unvested awards will be measured based on the fairvalue of the awards previously calculated in developing the pro formadisclosures in accordance with the provisions of SFAS No. 123. On April14, 2005, the SEC announced the adoption of a new rule that amends thecompliance dates for SFAS No. 123(R). The new rule allows registrantsto implement SFAS No. 123(R) at the beginning of their next fiscal yearthat begins after June 15, 2005. As a result, we will be required toadopt the provisions of SFAS No. 123(R) on January 1, 2006. We arecurrently assessing the impact of adopting SFAS No. 123(R) to ourconsolidated results of operations.

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

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

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

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

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

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|           |                                                                                                                                                                                                                                                                                                                                                                                                          |
|-----------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (b)  | Changes inInternal Control Over Financial Reporting. There have not been anychanges in our internal controls over financial reporting (as such termis defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act)during the fiscal quarter to which this report relates that havematerially affected, or are reasonably likely to materially affect, ourinternal controls over financial reporting. |

We place reliance onSprint to adequately design its internal controls with respect to theprocesses established to provide financial information and otherinformation to us and the other PCS Affiliates of Sprint. To addressthis issue, Sprint engages its independent auditors to perform aperiodic evaluation of these controls and to provide a"Report on Controls Placed in Operation and Tests ofOperating Effectiveness for Affiliates" under guidanceprovided in Statement of Auditing Standards No. 70. This report isprovided to us semi-annually.

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PART II – OTHER INFORMATION

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

See Part I,Item 1, Note 12 under the caption "Commitments andContingencies – Litigation" for a description oflegal proceedings.

|               |                                                             |
|---------------|-------------------------------------------------------------|
| ITEM 2.  | UNREGISTERED SALESOF EQUITY SECURITIES AND USE OF PROCEEDS. |

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

|               |                                 |
|---------------|---------------------------------|
| ITEM 3.  | DEFAULTS UPON SENIORSECURITIES. |

None.

|               |                                                     |
|---------------|-----------------------------------------------------|
| ITEM 4.  | SUBMISSIONOF MATTERS TO A VOTE OF SECURITY HOLDERS. |

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

|               |                   |
|---------------|-------------------|
| ITEM 5.  | OTHERINFORMATION. |

None.

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

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

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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 dulyauthorized.

|        |  |                                                                                                          |  |  |  |  |
|--------|--|----------------------------------------------------------------------------------------------------------|--|--|--|--|
|   |  | 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)                        |
|        |

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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†  |  | EmploymentAgreement, dated as of January 1, 2005, by and between AlamosaHoldings, Inc. and David E. Sharbutt, filed as Exhibit 10.1 to thecurrent report on Form 8-K of Alamosa Holdings, Inc. (SEC File No.000-16793), dated December 30, 2004, which exhibit is incorporatedherein byreference. |
| 10.2†  |  | EmploymentAgreement, dated as of January 1, 2005, by and between AlamosaHoldings, Inc. and Kendall Cowan, filed as Exhibit 10.2 to the currentreport on Form 8-K of Alamosa Holdings, Inc. (SEC File No. 000-16793),dated December 30, 2004, which exhibit is incorporated herein byreference.    |
| 10.3†  |  | Form ofExecutive Stock Option Agreement under Alamosa's Amended andRestated 1999 Long Term Incentive Plan, filed as Exhibit 10.3 to thecurrent report on Form 8-K of Alamosa Holdings, Inc. (SEC File No.000-16793), dated December 30, 2004, which exhibit is incorporatedherein byreference.    |
| 10.4†  |  | Form ofRestricted Stock Agreement under Alamosa's Amended and Restated1999 Long Term Incentive Plan, filed as Exhibit 10.4 to the currentreport on Form 8-K of Alamosa Holdings, Inc. (SEC File No. 000-16793),dated December 30, 2004, which exhibit is incorporated herein byreference.         |
| 10.5†  |  | EmploymentAgreement, dated as of January 1, 2005, by and between Alamosa andMargaret Z. Couch, filed as Exhibit 10.1 to the current report on Form8-K of Alamosa Holdings, Inc. (SEC File No. 000-16793), dated January6, 2005, which exhibit is incorporated herein byreference.                 |
| 10.6†  |  | EmploymentAgreement, dated as of January 1, 2005, by and between Alamosa andAnthony Sabatino, filed as Exhibit 10.2 to the current report on Form8-K of Alamosa Holdings, Inc. (SEC File No. 000-16793), dated January6, 2005, which exhibit is incorporated herein byreference.                  |
| 10.7†  |  | EmploymentAgreement, dated as of January 1, 2005, by and between Alamosa and LoydI. Rinehart, filed as Exhibit 10.3 to the current report on Form 8-K ofAlamosa Holdings, Inc. (SEC File No. 000-16793), dated January 6, 2005,which exhibit is incorporated herein byreference.                  |
| 10.8†  |  | EmploymentAgreement, dated as of January 1, 2005, by and between Alamosa andSteven Richardson, filed as Exhibit 10.4 to the current report on Form8-K of Alamosa Holdings, Inc. (SEC File No. 000-16793), dated January6, 2005, which exhibit is incorporated herein byreference.                 |
|               |

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|               |  |                                                                                                                              |  |  |  |  |
|---------------|--|------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| EXHIBITNUMBER |  | EXHIBITTITLE                                                                                                                 |
| 31.1 *        |  | Certification of CEOPursuant to Section 302 of the Sarbanes-Oxley Act of2002.                                                |
| 31.2 *        |  | Certification of CFO Pursuantto Section 302 of the Sarbanes-Oxley Act of2002.                                                |
| 32.1 *        |  | Certification of CEO Pursuantto 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of theSarbanes-Oxley Act of 2002. |
| 32.2*         |  | Certification of CFO Pursuant to 18 U.S.C. Section 1350, asadopted Pursuant to Section 906 of the Sarbanes-Oxley Act of2002. |
|               |

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

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

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