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SECURITIESAND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

|        |                                                                                                                                        |
|--------|----------------------------------------------------------------------------------------------------------------------------------------|
|   | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OFTHE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDEDMARCH 31, 2005 OR |

|        |                                                                                                                                                                                                                                                                                                                                                                            |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | TRANSITION REPORT PURSUANTTO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FORTHE TRANSITION PERIOD FROM                      TO                    . |

Commissionfile number 333-39746

IWO HOLDINGS, INC.

(Exact name of registrant as specified in itscharter)

|                                                              |  |                                    |  |  |  |  |
|--------------------------------------------------------------|--|------------------------------------|--|--|--|--|
| Delaware                                                     |  | 14-1818487                         |
| (Stateor other jurisdiction of incorporation ororganization) |  | (I.R.S. EmployerIdentificationNo.) |
| 52Corporate CircleAlbany, NewYork                            |  | 12203                              |
| (Addressof principal executive offices)                      |  | (Zipcode)                          |
|                                                              |

**(518) 862-6000**

(Registrant's telephone number,including area code)

N/A

(Former name, former address and former fiscalyear, if changed since last report)

Indicate bycheck mark whether the registrant (1) has filed all reports required tobe filed 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 90days.    Yes      No  *

Indicate by check mark whether the registrant is anaccelerated filer (as defined in Rule 12b-2 of the ExchangeAct).    Yes      No  

Indicate by check mark whether the registrant has filed alldocuments and reports required to be filed by Sections 12, 13, or 15(d)of the Securities Exchange Act of 1934 subsequent to the distributionof securities under a plan confirmed by a court.    Yes      No  

As of June 1, 2005, the registrant had only one outstandingclass of common stock, of which there were 5,000,005 sharesoutstanding.

|  |                                                                                                                                                                                                                                                                                                                                                                       |
|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | * The registrant is not subject to the filingrequirements of Section  13 or 15(d) of the Securities ExchangeAct of 1934. The registrant is a voluntary filer. The registrant hasfiled all reports required to be filed by Section  13 or 15(d) ofthe Securities Exchange Act of 1934 during the preceding 12months as if it were subject to such filing requirements. |

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INDEX

|            |  |                                                                                     |    |        |        |        |  |  |  |  |
|------------|--|-------------------------------------------------------------------------------------|----|--------|--------|--------|--|--|--|--|
|       |  |                                                                                |    | Page   |
| **PartI**  |  | **FinancialInformation**                                                            |    |   |   |   |
|       |  |                                                                                |    |   |   |   |
| Item1.     |  | FinancialStatements                                                                 |    |   |   |   |
|       |  |                                                                                |    |   |   |   |
|       |  | CondensedConsolidated BalanceSheets                                                 |    |   | 3      |   |
|       |  | Condensed ConsolidatedStatements ofOperations                                       |    |   | 4      |   |
|       |  | Condensed ConsolidatedStatement of Stockholders' Equity(Deficit)                    |    |   | 5      |   |
|       |  | Condensed ConsolidatedStatements of CashFlows                                       |    |   | 6      |   |
|       |  | Notesto Condensed Consolidated FinancialStatements                                  |    |   | 7      |   |
| Item2.     |  | Management's Discussion and Analysis of FinancialCondition and Results ofOperations |    |   | 19     |   |
|       |  |                                                                                |    |   |   |   |
| Item3.     |  | Quantitative and Qualitative Disclosures about MarketRisk                           |    |   | 33     |   |
|       |  |                                                                                |    |   |   |   |
| Item4.     |  | Controls andProcedures                                                              |    |   | 33     |   |
|       |  |                                                                                |    |   |   |   |
| **PartII** |  | **OtherInformation**                                                                |    |   |   |   |
|       |  |                                                                                |    |   |   |   |
| Item1.     |  | Legal Proceedings                                                                   |    |   | 35     |   |
| Item 2.    |  | Unregistered Sales ofEquity Securities and Use of Proceeds                          |    |   | 35     |   |
| Item 3.    |  | Defaults Upon SeniorSecurities                                                      |    |   | 35     |   |
| Item4.     |  | Submission of Matters to a Vote of SecurityHolders                                  |    |   | 35     |   |
| Item5.     |  | Other Information                                                                   |    |   | 35     |   |
| Item6.     |  | Exhibits                                                                            |    |   | 36     |   |
| Signatures |  |                                                                                | 37 |   |
| Exhibits   |  |
|            |

2

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PartI.    Financial InformationItem 1.    FinancialStatements    IWO HOLDINGS, INC. ANDSUBSIDIARIESCONDENSED CONSOLIDATED BALANCE SHEETS(Inthousands)

|                                                                                                            |  |                                |         |                                     |  |        |          |         |  |  |
|------------------------------------------------------------------------------------------------------------|--|--------------------------------|---------|-------------------------------------|--|--------|----------|---------|--|--|
|                                                                                                       |  | SuccessorCompanyMarch 31, 2005 |         | Predecessor CompanyDecember31, 2004 |
|                                                                                                       |  | (Unaudited)                    |         | (Note1)                             |
|                                                                                                       |  | (restated)                     |         |                                |
| **Assets**                                                                                                 |  |
| Currentassets:                                                                                             |  |
| Cash and cashequivalents                                                                                   |  | $                              | 29,253  |                                |  | $      | 33,840   |    |
| Subscriberreceivables,net                                                                                  |  |                           | 10,482  |                                |  |   | 11,381   |    |
| Inventory                                                                                                  |  |                           | 1,626   |                                |  |   | 1,386    |    |
| Prepaidexpenses and otherassets                                                                            |  |                           | 9,064   |                                |  |   | 7,801    |    |
| Totalcurrentassets                                                                                         |  |                           | 50,425  |                                |  |   | 54,408   |    |
| Propertyand equipment,net                                                                                  |  |                           | 118,571 |                                |  |   | 150,796  |    |
| Goodwill                                                                                                   |  |                           | 27,468  |                                |  |   | —  |    |
| Intangibleassets, net                                                                                      |  |                           | 129,752 |                                |  |   | 17,331   |    |
| Otherassets                                                                                                |  |                           | 12,508  |                                |  |   | 13,643   |    |
| Totalassets                                                                                                |  | $                              | 338,724 |                                |  | $      | 236,178  |    |
| **Liabilitiesand Stockholders' Equity(Deficit)**                                                           |  |
| Currentliabilities:                                                                                        |  |
| Accountspayable                                                                                            |  | $                              | 8,718   |                                |  | $      | 24,277   |    |
| Accruedexpenses                                                                                            |  |                           | 18,328  |                                |  |   | 40,333   |    |
| Payableto relatedparty                                                                                     |  |                           | — |                                |  |   | 471      |    |
| Currentmaturities of long-termobligations                                                                  |  |                           | — |                                |  |   | 355,275  |    |
| Totalcurrentliabilities                                                                                    |  |                           | 27,046  |                                |  |   | 420,356  |    |
| Longterm obligations, net of currentmaturities                                                             |  |                           | 234,761 |                                |  |   | —  |    |
| Other                                                                                                      |  |                           | 372     |                                |  |   | 5,851    |    |
| Stockholders'equity (deficit):                                                                             |  |
| Preferred stock, $0.01 parvalue per share; 50,000 shares authorized; none issued andoutstanding            |  |                           | — |                                |  |   | —  |    |
| Commonstock, par value $0.01 per share; 9,950,000 shares authorized;5,000,005 shares issued andoutstanding |  |                           | 50      |                                |  |   | 1        |    |
| Additionalpaid incapital                                                                                   |  |                           | 84,950  |                                |  |   | 446,449  |    |
| Retaineddeficit                                                                                            |  |                           | (8,455  | )                              |  |   | (636,479 | )  |
| Totalstockholders' equity(deficit)                                                                         |  |                           | 76,545  |                                |  |   | (190,029 | )  |
| Totalliabilities and stockholders' equity(deficit)                                                         |  | $                              | 338,724 |                                |  | $      | 236,178  |    |
|                                                                                                            |

Seeaccompanying notes to unaudited condensed consolidated financialstatements.

3

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IWO HOLDINGS, INC. ANDSUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OFOPERATIONS(Unaudited)

(In thousands,except per shareamounts)

|                                                |  |                                       |         |                                    |  |                                        |          |         |  |        |         |         |  |  |
|------------------------------------------------|--|---------------------------------------|---------|------------------------------------|--|----------------------------------------|----------|---------|--|--------|---------|---------|--|--|
|                                           |  | SuccessorCompany                      |         | PredecessorCompany                 |
|                                           |  | For the TwoMonths EndedMarch 31, 2005 |         | For the MonthEndedJanuary 31, 2005 |  | For the Three MonthsEndedMarch 31,2004 |
|                                           |  | (restated)                            |         | (restated)                         |  |                                   |
| Revenues:                                      |  |
| Subscriber                                     |  | $                                     | 23,312  |                               |  | $                                      | 12,302   |    |  | $      | 32,971  |    |
| Roaming                                        |  |                                  | 7,795   |                               |  |                                   | 2,503    |    |  |   | 8,597   |    |
| Merchandisesales                               |  |                                  | 1,282   |                               |  |                                   | 665      |    |  |   | 2,285   |    |
| Otherrevenue                                   |  |                                  | 42      |                               |  |                                   | 29       |    |  |   | 84      |    |
| Totalrevenue                                   |  |                                  | 32,431  |                               |  |                                   | 15,499   |    |  |   | 43,937  |    |
| Expense:                                       |  |
| Costofservice                                  |  |                                  | 18,269  |                               |  |                                   | 7,772    |    |  |   | 22,689  |    |
| Merchandisecost ofsales                        |  |                                  | 2,039   |                               |  |                                   | 1,259    |    |  |   | 4,142   |    |
| Generalandadministrative                       |  |                                  | 2,258   |                               |  |                                   | 675      |    |  |   | 2,954   |    |
| Gainon reorganization                          |  |                                  | — |                               |  |                                   | (113,966 | )  |  |   | — |    |
| Salesandmarketing                              |  |                                  | 5,384   |                               |  |                                   | 2,645    |    |  |   | 7,548   |    |
| Depreciationandamortization                    |  |                                  | 8,642   |                               |  |                                   | 2,273    |    |  |   | 13,997  |    |
| Totalexpense                                   |  |                                  | 36,592  |                               |  |                                   | (99,342  | )  |  |   | 51,330  |    |
| Operatingincome(loss)                          |  |                                  | (4,161  | )                             |  |                                   | 114,841  |    |  |   | (7,393  | )  |
| Otherincome (expense):                         |  |
| Interest expense                               |  |                                  | (4,811  | )                             |  |                                   | (1,772   | )  |  |   | (11,406 | )  |
| Interestincome                                 |  |                                  | 517     |                               |  |                                   | 18       |    |  |   | 92      |    |
| Gainon extinguishment ofdebt                   |  |                                  | — |                               |  |                                   | 76,942   |    |  |   | — |    |
| Losson sale ofassets                           |  |                                  | — |                               |  |                                   | —  |    |  |   | (25     | )  |
| Totalother income(expense)                     |  |                                  | (4,294  | )                             |  |                                   | 75,188   |    |  |   | (11,339 | )  |
| Netincome(loss)                                |  | $                                     | (8,455  | )                             |  | $                                      | 190,029  |    |  | $      | (18,732 | )  |
| Basicand diluted loss per share of commonstock |  | $                                     | (1.69   | )                             |  |                                   | n/a      |    |  |   | n/a     |    |
|                                                |

Seeaccompanying notes to unaudited condensed consolidated financialstatements.

4

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IWO HOLDINGS INC. ANDSUBSIDIARIESCONDENSED CONSOLIDATED STATEMENT OFSTOCKHOLDER'S EQUITY (DEFICIT)(Unaudited)(Inthousands)

|                                                         |  |                                |         |                           |  |                 |          |         |  |        |          |         |  |        |          |         |  |  |
|---------------------------------------------------------|--|--------------------------------|---------|---------------------------|--|-----------------|----------|---------|--|--------|----------|---------|--|--------|----------|---------|--|--|
|                                                    |  | IWOHoldings, Inc.Capital Stock |         | Additional paid-inCapital |  | RetainedDeficit |          | Total   |
| Predecessor Company Balance atDecember 31,2004          |  | $                              | 1       |                      |  | $               | 446,449  |    |  | $      | (636,479 | )  |  | $      | (190,029 | )  |
| PredecessorCompany netincome                            |  |                           | — |                      |  |            | —  |    |  |   | 190,029  |    |  |   | 190,029  |    |
| PredecessorCompany's balance at January 31,2005         |  |                           | 1       |                      |  |            | 446,449  |    |  |   | (446,450 | )  |  |   | —  |    |
| Eliminationof Predecessor Company's stockholders'equity |  |                           | (1      | )                    |  |            | (446,449 | )  |  |   | 446,450  |    |  |   | —  |    |
| Issuanceof Common Stock by SuccessorCompany             |  |                           | 50      |                      |  |            | 84,950   |    |  |   | —  |    |  |   | 85,000   |    |
| SuccessorCompany net loss(restated)                     |  |                           | — |                      |  |            | —  |    |  |   | (8,455   | )  |  |   | (8,455   | )  |
| SuccessorCompany balance at March 31, 2005(restated)    |  | $                              | 50      |                      |  | $               | 84,950   |    |  | $      | (8,455   | )  |  | $      | 76,545   |    |
|                                                         |

Seeaccompanying notes to unaudited condensed consolidated financialstatements.

5

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IWO HOLDINGS, INC. ANDSUBSIDIARIESCONDENSED CONSOLIDATED STATEMENTS OF CASHFLOWS(Unaudited)(Inthousands)

|                                                  |  |                                       |         |                                    |  |                                         |          |         |  |        |         |         |  |  |
|--------------------------------------------------|--|---------------------------------------|---------|------------------------------------|--|-----------------------------------------|----------|---------|--|--------|---------|---------|--|--|
|                                             |  | SuccessorCompany                      |         | PredecessorCompany                 |
|                                             |  | For the TwoMonths EndedMarch 31, 2005 |         | For the MonthEndedJanuary 31, 2005 |  | For the Three MonthsEndedMarch 31, 2004 |
| Cash flowsfrom operating activities              |  |
| Net cash usedin operatingactivities              |  | $                                     | (2,512  | )                             |  | $                                       | (1,655   | )  |  | $      | (5,833  | )  |
| Cashflows provided (used) by investingactivities |  |
| Purchases of property andequipment               |  |                                  | (1,397  | )                             |  |                                    | (2,118   | )  |  |   | (1,452  | )  |
| Releaseof restricted cash                        |  |                                  | — |                               |  |                                    | —  |    |  |   | 11,186  |    |
| Bond collateral related to capitalprojects.      |  |                                  | (1,719  | )                             |  |                                    | —  |    |  |   | — |    |
| Proceedsfrom the sale ofassets                   |  |                                  | — |                               |  |                                    | —  |    |  |   | 5       |    |
| Netcash provided (used) by investingactivities   |  |                                  | (3,116  | )                             |  |                                    | (2,118   | )  |  |   | 9,739   |    |
| Cashflows provided (used) by financingactivities |  |
| Principal payments onlong-termdebt               |  |                                  | — |                               |  |                                    | (215,475 | )  |  |   | — |    |
| Proceedsfrom long termborrowing                  |  |                                  | — |                               |  |                                    | 231,229  |    |  |   | — |    |
| Debtissuancecosts                                |  |                                  | — |                               |  |                                    | (10,940  | )  |  |   | — |    |
| Netcash provided by financingactivities          |  |                                  | — |                               |  |                                    | 4,814    |    |  |   | — |    |
| Netchange in cash and cashequivalents            |  |                                  | (5,628  | )                             |  |                                    | 1,041    |    |  |   | 3,906   |    |
| Cashand cash equivalents at beginning ofperiod   |  |                                  | 34,881  |                               |  |                                    | 33,840   |    |  |   | 32,337  |    |
| Cashand cash equivalents at end ofperiod         |  | $                                     | 29,253  |                               |  | $                                       | 34,881   |    |  | $      | 36,243  |    |
|                                                  |

Seeaccompanying notes to unaudited condensed consolidated financialstatements.

6

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IWOHOLDINGS, INC. AND SUBSIDIARIES NOTES TO CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS March 31, 2005(Unaudited)

|          |                                   |
|----------|-----------------------------------|
| 1.  | Business and Basis ofPresentation |

Nature of Business and Operations

IWOHoldings, Inc. and its subsidiaries (collectively referred to as the"Company," "IWO,""we" and "us"), aPCS affiliate of Sprint, the personal communications services divisionof Sprint Corporation. The Company has the exclusive right to providedigital wireless personal communications services, or PCS, under theSprint brand names in a territory that includes a total population, orPOPs, of approximately 6.2 million. The Company's service areacovers upstate New York, including the markets of Albany, Binghamton,Syracuse and Ithaca, substantially all of New Hampshire and Vermont andportions of Massachusetts and Pennsylvania.

Amendment of theMarch 31, 2005 10-Q

The Company reviewed its operating resultsreported in the March 31, 2005 10-Q and noted an understatement ofdepreciation expense of $1.8 million in the Successor Company'sfinancial statements for the two month period ended March 31, 2005 and$989,000 of general and administrative expenses that were recordedwithin the Predecessor Company that related to Successor Companyactivity. The adjustments, as discussed below, did not affect theCompany's previously reported net cash used in operatingactivities. As a result of the adjustments, certain previously recordedamounts to the Company's consolidated balance sheet andconsolidated statements of operations have been adjusted as follows (inthousands, except per share amounts):

PredecessorCompany

|                                     |  |                      |          |             |  |            |         |         |  |        |          |         |  |  |
|-------------------------------------|--|----------------------|----------|-------------|--|------------|---------|---------|--|--------|----------|---------|--|--|
| Forthe Month ended January 31, 2005 |  | AsOriginallyReported |          | Adjustments |  | AsAdjusted |
| **Statement ofOperations**          |  |
| General andadministrative           |  | $                    | 1,664    |        |  | $          | (989    | )  |  | $      | 675      |    |
| Gainonreorganization                |  |                 | (114,955 | )      |  |       | 989     |    |  |   | (113,966 | )  |
| Totalexpenses                       |  |                 | (99,342  | )      |  |       | — |    |  |   | (99,342  | )  |
| Operatingincome                     |  |                 | 114,841  |        |  |       | — |    |  |   | 114,841  |    |
| Netincome                           |  |                 | 190,029  |        |  |       | — |    |  |   | 190,029  |    |
|                                     |

SuccessorCompany

|                                                |  |                      |         |             |  |            |        |         |  |        |         |         |  |  |
|------------------------------------------------|--|----------------------|---------|-------------|--|------------|--------|---------|--|--------|---------|---------|--|--|
| March31, 2005                                  |  | AsOriginallyReported |         | Adjustments |  | AsAdjusted |
| **BalanceSheet**                               |  |                 |    |        |  |       |   |    |  |   |    |    |
| Property andequipment,net                      |  | $                    | 120,455 |        |  | $          | (1,884 | )  |  | $      | 118,571 |    |
| Goodwill                                       |  |                 | 28,457  |        |  |       | (989   | )  |  |   | 27,468  |    |
| Retaineddeficit                                |  |                 | (5,582  | )      |  |       | (2,873 | )  |  |   | (8,455  | )  |
|                                           |  |                 |    |        |  |       |   |    |  |   |    |    |
| **Forthe Two Months ended March 31,2005**      |  |                 |    |        |  |       |   |    |  |   |    |    |
| **Statementof Operations**                     |  |                 |    |        |  |       |   |    |  |   |    |    |
| Generalandadministrative                       |  | $                    | 1,269   |        |  | $          | 989    |    |  | $      | 2,258   |    |
| Depreciationandamortization                    |  |                 | 6,758   |        |  |       | 1,884  |    |  |   | 8,642   |    |
| Totalexpenses                                  |  |                 | 33,719  |        |  |       | 2,873  |    |  |   | 36,592  |    |
| Operatingloss                                  |  |                 | (1,288  | )      |  |       | (2,873 | )  |  |   | (4,161  | )  |
| Netloss                                        |  |                 | (5,582  | )      |  |       | (2,873 | )  |  |   | (8,455  | )  |
| Basicand diluted loss per share of commonstock |  |                 | (1.12   | )      |  |       | (0.57  | )  |  |   | (1.69   | )  |
|                                                |

7

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Plan of Reorganization

IWO is arestructured company. On January 4, 2005, IWO and each of itssubsidiaries (collectively, the "Debtors")filed voluntary petitions in the United States Bankruptcy Court for theDistrict of Delaware (the "Bankruptcy Court")seeking relief under the provisions of chapter 11 of title 11 of theUnited States Code (the "Bankruptcy Code")(the "Chapter 11 Case"). In connection withthe Chapter 11 Case, the Debtors also filed with the Bankruptcy Courton January 4, 2005 a proposed "pre-packaged"plan of reorganization (the "Plan ofReorganization"), which was confirmed on February 9, 2005(effective February 10, 2005) pursuant to an order entered by theBankruptcy Court.

Pursuant to the Plan of Reorganization, onFebruary 10, 2005, IWO Escrow Company ("IWOEscrow"), a special-purpose entity formed to obtain newdebt financing and merge with and into IWO upon consummation of thePlan of Reorganization, was merged into IWO. At that time, IWO assumed$150.0 million in Senior Secured Floating Rate Notes due 2012 and$140.0 million Principal Amount at Maturity 10.75% SeniorDiscount Notes due 2015, which had been issued by IWO Escrow, resultingin approximately $232.7 million in aggregate net proceeds to IWO. IWOused these proceeds to repay in full and terminate its existing $215.0million senior credit facility. The existing common stock of IWO, allof which was owned by US Unwired, was cancelled, with no distributionsor payments thereon. In addition, IWO's existing $160.0 millionsenior notes were cancelled and exchanged for 5,000,005 shares of newcommon stock of IWO.

On November 29, 2004, IWO Escrow signed aletter of intent with Sprint PCS, effective on the consummation of thereorganization, under which the parties agreed to amend our affiliationagreement with Sprint PCS. The amendments were retroactively effectiveto November 1, 2004 and subject to the right of Sprint PCS to terminatethe amendments in the event a reorganization did not occur. Theamendments include a provision for the settlement of all outstandingdisputed charges between us and Sprint PCS that had been disputed by usprior to November 1, 2004; the restructuring of costs that Sprint PCScharges us for certain services, which would also be adjusted effectiveNovember 1, 2004; an increase in the fixed reciprocal roaming rate,which rate will be retroactive back to November 1, 2004; a reduction inour coverage area by approximately 100,000 people in certain portionsof New Hampshire and Vermont; and, a modification to the service areabuild-out requirements.

In connection with the consummation ofthe Plan of Reorganization, IWO terminated its management agreementwith US Unwired, dated April 1, 2004, as amended on January 3, 2005.The termination of the management agreement is subject to a four-monthtransition period during which US Unwired will continue to providetransitional management and restructuring services as defined in themanagement agreement.

Fresh Start Accounting

Pursuantto the American Institute of Certified Public Accountants, or theAICPA, Statement of Position 90–7 ("SOP90-7"), "Financial Reporting By Entities inReorganization Under the Bankruptcy Code", the accountingfor the effects of the reorganization occurs once the Plan ofReorganization is confirmed by the Bankruptcy Court and there are noremaining contingencies material to completing the implementation ofthe Plan of Reorganization. The fresh-start accounting principles ofSOP 90-7 provide, among other things, for the Company to determine thevalue to be assigned to the assets of reorganized IWO Holdings as ofthe confirmation date.

For financial reporting purposes, theCompany applied fresh-start accounting as of February 1, 2005 becausethe results of operations for the nine calendar days prior to February10, 2005 did not have a material impact on the reorganizedCompany's financial position, results of operations and cashflows. The periods as of and prior to January 31, 2005 have beendesignated "Predecessor Company" and theperiods subsequent to January 31, 2005 have been designated"Successor Company".

Under fresh-startaccounting, the Company's reorganization value was allocated toits assets and liabilities based on their respective fair values inconformity with the purchase method of accounting 

8

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for business combinations. The excess ofreorganization value over the fair value of net assets and liabilitiesis reported as goodwill. Certain assets as well as related depreciationand amortization expense set forth on the Company's financialstatements give effect to the adjustments that were the result of theadoption of fresh-start accounting. Accordingly, the Company'sfinancial condition and results of operations from and after February10, 2005, the effective date of the Plan of Reorganization, will not becomparable to the financial condition or results of operations forprior periods.

Basis of Presentation

The accompanyingunaudited condensed consolidated financial statements have beenprepared in accordance with GAAP for interim financial information andwith the instructions to Form 10-Q and Article 10 of Regulation S-X.Accordingly, they do not include all of the information and footnotesrequired by GAAP for complete financial statements. In the opinion ofmanagement, all adjustments (consisting of normal recurring accruals)considered necessary for fair presentation have been included.Operating results for the periods presented are not necessarilyindicative of the results that may be expected for the year endingDecember 31, 2005.

The condensed consolidated balance sheet atDecember 31, 2004 has been derived from the audited financialstatements at that date but does not include all of the information andfootnotes required by GAAP for complete financial statements. Thecondensed consolidated financial statements contained herein should beread in conjunction with the financial statements and notes included inthe Form 10-K for IWO Holdings, Inc. for the year ended December 31,2004, filed on March 31, 2005 with the Securities and ExchangeCommission. Certain reclassifications have been made to the financialstatements for the three-month period ended March 31, 2004 to conformto the presentation of the financial statements herein.

Use ofManagement Estimates

The preparation of condensed consolidatedfinancial statements in conformity with U.S. generally acceptedaccounting principles ("GAAP") requiresmanagement to make estimates and assumptions that affect the reportedamounts of assets and liabilities, and disclosures of contingent assetsand liabilities, at the date of the financial statements, and thereported amounts of revenues and expenses during the reporting period.Actual results can vary from theseestimates.

|          |                                           |
|----------|-------------------------------------------|
| 2.  | Summary of SignificantAccounting Policies |

Revenue Recognition

The Companyearns revenue by providing access to and usage of its network and salesof merchandise. Subscriber revenue consists primarily of a basicservice plan (where the customer purchases a pre-allotted number ofminutes for voice and/or data transmission); airtime (which consists ofbillings for minutes that either exceed or are not covered by the basicservice plan); long distance; and charges associated with traveloutside our service area. Travel revenue is generated on a per-minutebasis when a Sprint subscriber outside of our markets uses theCompany's service when traveling through the Company'smarkets. Foreign roaming revenue is generated when a non-Sprintcustomer uses the Company's service when traveling through theCompany's markets. The Company recognizes roaming revenue throughan agreement that allows a reseller to sell prepaid wireless servicesin its markets. Revenues are recognized when amounts are considered tobe earned under the respective service plans and collection of suchamounts is considered probable.

Sprint retains 8% ofcollected service revenues from subscribers based in theCompany's service area, foreign roaming and for revenue generatedunder its reseller agreement. The amount of affiliation fees retainedby Sprint PCS is recorded as a cost of services expense. Revenuesderived from the sale of handsets and accessories by the Company andfrom certain roaming services (outbound roaming and roaming revenuesfrom Sprint and its PCS network partner subscribers) are not subject tothe 8% affiliation fee from Sprint.

9

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Revenues from the sales of merchandise,primarily wireless handsets and accessories, represent a separateearnings process and are recognized at the time of the customerpurchase. These revenues and related costs are included in merchandisesales and cost of sales, respectively. The Company reduces recordedrevenue for rebates and discounts given to subscribers on wirelesshandsets sales in accordance with Emerging Issues Task Force("EITF") Issue No. 01-9"Accounting for Consideration Given by a Vendor to aSubscriber (Including a Reseller of the Vendor'sProducts)."

The Company recognizes revenues fromactivation fees in accordance with EITF Issue No. 00-21. In May 2003,the EITF modified its previous consensus to EITF Issue No. 00-21 toclarify its scope and its interaction with other authoritativeliterature. As permitted under the modified consensus, the Companyadopted this modified consensus effective July 1, 2003 for all revenuearrangements entered into subsequent to June 30, 2003. EITF Issue No.00-21 addresses the determination of whether an arrangement involvingmore than one deliverable contains more than one unit of accounting andhow the related revenues should be measured and allocated to theseparate units of accounting. In applying this guidance, separatecontracts with the same party, entered into at or near the same time,will be presumed to be a package, and the consideration will bemeasured and allocated to the separate units based on their relativefair values. The Company believes that the sale of handsets and futureservice under contract should be accounted for as separate units underEITF Issue No. 00-21. As a result, the total consideration under thesearrangements, including any related activation fees, is allocatedbetween these separate units based on their relative fair values.

The Company recognizes only a portion of contract cancellation feesbilled to subscribers that disconnect service prior to fulfilling thecontractual length of service, as there is significant uncertainty thatall contract cancellation fees that are billed will be collected. TheCompany has very limited information at a detail level sufficient toperform its own evaluation and relies on Sprint historical trending tomake its estimates. If the collections on contract cancellation feesare less than that recognized, additional allowances may berequired.

The Company recognizes only a portion of late feesbilled to subscribers that fail to pay their bills within the requiredpayment period, as there is no assurance that all late fees that arebilled will be collected. The Company has very limited information at adetail level sufficient to perform its own evaluation and relies onSprint historical trends to make its estimates. If the collections onlate fees are less than that recognized, additional allowances may berequired.

Goodwill and Intangible Assets ImpairmentAnalysis

The excess of the reorganization value over the fairvalue of net assets and liabilities has been recorded as goodwill.Goodwill is evaluated for impairment on an annual basis or asimpairment indicators are identified, in accordance with SFAS No. 142,"Goodwill and Other Intangible Assets." On anongoing basis, the Company will assess the recoverability of otherintangible assets by determining the ability of the specific assetsacquired to generate future cash flows sufficient to recover therecorded value over the remaining life. The Company estimates futurecash flows based on the current performance of the acquired assets andour business plan for those assets. Changes in business conditions,major customers or other factors could result in changes in thoseestimates. Goodwill or other intangible assets determined to beunrecoverable based on future cash flows is written-off in the periodin which such determination is made.

Loss PerShare

Basic and diluted loss per share for the SuccessorCompany are calculated by dividing the net loss available to commonstockholders by the weighted average number of shares of common stockoutstanding of the Company. Diluted earnings per share reflects thepotential dilution that could occur if securities or other contracts toissue common stock were exercised or converted into common stock orresulted in the issuance of common stock that then shared in theearnings of the Company (such as stock options and warrants). Per shareinformation is not presented for the Predecessor Company.

10

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The following table provides the basis forthe calculation of basic and diluted earnings pershare:

|                                                    |  |                                    |           |         |  |  |
|----------------------------------------------------|--|------------------------------------|-----------|---------|--|--|
|                                               |  | Twomonths ended March 31, 2005     |
|                                               |  | (Inthousands, except shareamounts) |
|                                               |  | (restated)                         |
| Numerator:                                         |  |                               |      |    |
| Netloss                                            |  | $                                  | (8,455    | )  |
| Denominator:                                       |  |                               |      |    |
| Weightedaverage number of common sharesoutstanding |  |                               | 5,000,005 |    |
|                                                    |

Stockoptions outstanding, totaling 329,174 options at March 31, 2005 wereexcluded in the calculation of diluted loss per share because theirimpact would have been anti-dilutive.

Stock Compensation

 The Company applies the intrinsic value-based method ofaccounting prescribed by Accounting Principles Board("APB") Opinion No. 25,"Accounting for Stock Issued to Employees,"and related interpretations including Financial Accounting StandardsBoard ("FASB") Interpretation No. 44,"Accounting for Certain Transactions involving StockCompensation an interpretation of APB Opinion No. 25", toaccount for its fixed plan stock options. Under this method,compensation expense is recorded on the date of grant only if thecurrent market price of the underlying stock exceeded the exerciseprice. SFAS No. 123, "Accounting for Stock-BasedCompensation", established accounting and disclosurerequirements using a fair value-based method of accounting forstock-based employee compensation plans. As allowed by SFAS No. 123,the Company has elected to continue to apply the intrinsic value-basedmethod of accounting described above, and has adopted the disclosurerequirements of SFAS No. 123. The following table illustrates theeffect on net loss if the fair-value-based method had been applied toall outstanding and unvested awards for the two-months ended March 31,2005:

|                                                                |  |                                        |        |         |  |  |
|----------------------------------------------------------------|--|----------------------------------------|--------|---------|--|--|
|                                                           |  | Twomonths endedMarch 31, 2005          |
|                                                           |  | (Inthousands, except per shareamounts) |
|                                                           |  | (restated)                             |
| Netloss, asreported                                            |  | $                                      | (8,455 | )  |
| Lessnon-cash stock compensation in accordance with SFAS No.123 |  |                                   | (202   | )  |
| Pro-forma                                                      |  | $                                      | (8,657 | )  |
| Basicand diluted loss per share:                               |  |
| Asreported                                                     |  | $                                      | (1.69  | )  |
| Pro-forma                                                      |  | $                                      | (1.73  | )  |
|                                                                |

New AccountingPronouncements

On December 16, 2004, the FASB issued StatementNo. 123 (revised 2004), "Share-Based Payment"which is a revision of SFAS No.  123, "Accountingfor Stock-Based Corporation." Statement 123R supersedesAPB No. 25, "Accounting for Stock Issued toEmployees" and amends SFAS No. 95, "Statementof Cash Flows." The Company intends to adopt SFAS No. 123Ron January 1, 2006 and is analyzing the method by which the newstatement will be adopted and its impact.

3.    Liquidity andCapital Resources

Financing Transactions

On January 4,2005, the Company filed voluntary petitions in the Bankruptcy Courtseeking relief under the Bankruptcy Code. Upon filing the petition, theCompany's continued to operate its 

11

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businesses as debtors-in-possession under thejurisdiction of the Bankruptcy Court and in accordance with theapplicable provision of the Bankruptcy Code and the orders of theBankruptcy Court.

As previously discussed in Note 1, on February9, 2005, the Bankruptcy Court entered an order confirming theCompany's Plan of Reorganization (effective February 10, 2005).Pursuant to the Plan of Reorganization, on February 10, 2005, IWOEscrow was merged into the Company and the Company assumed new notesfor aggregate proceeds of approximately $232.7 million. The Companyrepaid in full and terminated its existing $215.0 million senior creditfacility. The Company's $160.0 million senior notes werecancelled and exchanged for 5,000,005 shares of new common stock. Theexisting common stock of the Company, all of which was owned by USUnwired, was cancelled, with no distributions or payments thereon. As aresult of the merger, we assumed all obligations of IWO Escrow,including those under the new notes described below.

On January6, 2005, IWO Escrow issued $150.0 million aggregate principal amount ofSenior Secured Floating Rate Notes due 2012 for proceeds of $145.4million, net of underwriting and escrow fees. Interest payments for theSenior Secured Floating Rate Notes are due on each April 15, July 15,October 15 and January 15, commencing on April 15, 2005. As a result ofthe Company's assuming the obligations under the Senior SecuredFloating Rate Notes, the Company is required to comply with certaincovenants that restrict its ability to incur additional indebtedness,pay dividends, make repayments on indebtedness that is subordinated tothe Senior Secured Floating Rate Notes and to make certain otherrestricted payments, incur certain liens, use proceeds from sales ofassets, enter into business combination transactions (includingmergers, consolidations and asset sales), enter into transactions withaffiliates and permit restrictions on the payment of dividends byrestricted subsidiaries. The indenture governing the Senior SecuredFloating Rate Notes does not contain financial maintenance covenants.The Senior Secured Floating Rate Notes rank equally in right of paymentwith any of our senior indebtedness and senior in right of payment toany of the Company's subordinated indebtedness. All obligationsunder the Senior Secured Floating Rate Notes are guaranteed on asenior, secured basis by the Company and will be guaranteed by futuresubsidiaries except certain foreign and certain domestic subsidiaries.The Senior Secured Floating Rate Notes and the guarantees arecollateralized by a first priority security interest in substantiallyall of the Company's assets.

On January 6, 2005, IWOEscrow also issued $140.0 million aggregate principal amount atmaturity of 10.75% Senior Discount Notes due 2015 for proceedsof $80.1 million, net of underwriting and escrow fees. Interest on the10.75% Senior Discount Notes will accrue semi-annually untilJuly 15, 2010, in the form of an increase in the accreted value of the10.75% Senior Discount Notes. Thereafter, cash interest on the10.75% Senior Discount Notes will accrue and be payablesemi-annually in arrears on each January 15 and July 15. As a result ofthe Company assuming the obligations under the 10.75% SeniorDiscount Notes, the Company is required to comply with certaincovenants that restrict its ability to incur additional indebtedness,pay dividends, make repayments on indebtedness that is subordinated tothe Senior Discount Notes and to make certain other restrictedpayments, incur certain liens, use proceeds from sales of assets, enterinto business combination transactions (including mergers,consolidations and asset sales), enter into transactions withaffiliates and permit restrictions on the payment of dividends byrestricted subsidiaries. The indenture governing the Senior DiscountNotes does not contain financial maintenance covenants. All obligationsunder the Senior Discount Notes are guaranteed on a senior basis by theCompany, and will be guaranteed by future subsidiaries except certainforeign and certain domestic subsidiaries.

Under a registrationrights agreement entered into as part of the offering of the new notes,the Company is required to (i) file a registration statement with theSEC within 120 days after January 6, 2005, the date of the completionof the offering of the new notes, (ii) use our reasonable best effortsto cause the registration statement to become effective within 210 daysafter January 6, 2005, and (iii) use our reasonable best efforts tocomplete the exchange offer within 30 business days after theeffectiveness of the required registration statement. Pursuant to theregistration agreement, the Company filed a registration statement withthe SEC on May 3, 2005. There are no credit ratings related triggers inthe indentures governing new notes that would impact the cost ofborrowing, 

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annual amortization of principal or relatedindebtedness maturity. The indentures contain customary events ofdefault, which, if triggered, could cause acceleration of the newnotes.

Credit Facility

On December 20, 1999, asenior secured credit facility was entered into by and among thePredecessor Company's principal operating subsidiary, JPMorganChase Bank, N.A., as administrative agent, and each of the otherentities from time to time party thereto, as lenders. The creditfacility was collateralized by substantially all of the tangible andintangible assets, including all of the issued and outstanding shares.In connection with the consummation of our Plan of Reorganization andpursuant to a payoff letter dated February 10, 2005, all of theliabilities, obligations and indebtedness under the credit facility,which consisted of $215.0 million in respect of principal outstandingunder the credit facility plus accrued interest thereon and fees andexpenses, were paid in full. Upon payment in full of the amountsspecified in the payoff letter, the credit facility was terminated.

Liquidity Following the Plan of Reorganization

TheCompany's liquidity needs include obligations under the new notesand other long-term obligations. In addition, the Company expects tohave significant capital expenditure requirements in future years. Theamended affiliation agreements with Sprint PCS require the Company toconstruct and operate 103 additional cell sites (40 of which werecompleted as of March 31, 2005) in our territory by 2008. The Companyalso expects to construct other sites to expand capacity. Additionally,during the next four years the Company expects to make capitalexpenditures to upgrade base stations on a majority of towers as aresult of the expected obsolescence of the Lucent Technologiesmini-cell and micro-cell technology. Based on current pricing and otherassumptions, the Company estimates that it will be required to spend anaggregate of approximately $23.0 million from 2005 to 2008 to upgradeour base stations. We expect that during 2005 our total capitalexpenditures will be approximately $21.0 million, including anestimated $7.0 million for the construction of 29 additional expansionsites.

4.    Details of Certain Balance SheetAccounts

Major categories of property and equipment at March31, 2005 and December 31, 2004 were asfollows:

|                                              |  |                                 |         |                                    |  |        |         |         |  |  |
|----------------------------------------------|--|---------------------------------|---------|------------------------------------|--|--------|---------|---------|--|--|
|                                         |  | SuccessorCompany March 31, 2005 |         | Predecessor CompanyDecember31,2004 |
|                                         |  | (restated)                      |         |
|                                         |  | (Inthousands)                   |
| Land                                         |  | $                               | 150     |                               |  | $      | 168     |    |
| Buildingsand leaseholdimprovements           |  |                            | 5,934   |                               |  |   | 9,390   |    |
| Facilitiesandequipment                       |  |                            | 109,687 |                               |  |   | 196,437 |    |
| Furniture,fixtures andvehicles               |  |                            | 1,621   |                               |  |   | 5,642   |    |
| Construction inprogress                      |  |                            | 5,560   |                               |  |   | 6,626   |    |
|                                         |  |                            | 122,952 |                               |  |   | 218,263 |    |
| Lessaccumulated depreciation andamortization |  |                            | (4,381  | )                             |  |   | (67,467 | )  |
| Totalproperty and equipment,net              |  | $                               | 118,571 |                               |  | $      | 150,796 |    |
|                                              |

OnFebruary 1, 2005, as a result of the Company's reorganization andin accordance with the Company's fresh-start accounting under SOP90-7, the Company reduced its property and equipment by $27.7 millionto their estimated fair values.

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Intangible assets at March 31, 2005 andDecember 31, 2004 were as follows:

|                                                    |  |                                |         |                                     |  |        |         |         |  |  |
|----------------------------------------------------|--|--------------------------------|---------|-------------------------------------|--|--------|---------|---------|--|--|
|                                               |  | SuccessorCompanyMarch 31, 2005 |         | Predecessor CompanyDecember 31,2004 |
|                                               |  | (Inthousands)                  |         |                                |
| Right to provide service underthe Sprintagreements |  | $                              | 72,000  |                                |  | $      | 19,766  |    |
| Customerbase                                       |  |                           | 62,000  |                                |  |   | — |    |
|                                               |  |                           | 134,000 |                                |  |   | 19,766  |    |
| Lessaccumulatedamortization                        |  |                           | (4,248  | )                              |  |   | (2,435  | )  |
| Intangible assets,net                              |  | $                              | 129,752 |                                |  | $      | 17,331  |    |
|                                                    |

Withthe implementation of fresh-start accounting the Company recorded itsassets to their estimated fair values and recorded intangible assets of$62.0 million related to the fair value of the customer base and $72.0million relating to the fair value of the right to provide serviceunder the Sprint agreement. The customer base is being amortized overthe estimated average life of a customer, or 36 months. The right toprovide service under the Sprint agreement is being amortized over theremaining term of the agreement, or 14.9 years.

The amortizationof intangible assets for the two months ended March  31, 2005 was$4.3 million.  Estimated aggregate amortization expense relativeto intangible assets for the periods shown below will be asfollows:

|                        |  |               |        |        |  |  |
|------------------------|--|---------------|--------|--------|--|--|
| YearEnded December 31, |  | (inthousands) |
| 2005                   |  | $             | 23,370 |   |
| 2006                   |  |          | 25,493 |   |
| 2007                   |  |          | 25,493 |   |
| 2008                   |  |          | 6,549  |   |
| 2009                   |  |          | 4,827  |   |
| Thereafter             |  |          | 48,268 |   |
|                        |

DeferredFinancing Costs

In connection with issuance of theCompany's Senior Secured Floating Rate Notes and Senior DiscountNotes, the Company incurred $7.0 million and $3.9 million in debtoffering costs, respectively. The Company has capitalized these costsas an asset on its balance sheet as deferred financing costs and isamortizing them over a period of 7 years and 10 years,respectively.

|          |                       |
|----------|-----------------------|
| 5.  | Long-Term Obligations |

Long-term obligations at March 31, 2005 and December 31, 2004 wereasfollows:

|                                                   |  |                                |         |                                     |  |        |         |        |  |  |
|---------------------------------------------------|--|--------------------------------|---------|-------------------------------------|--|--------|---------|--------|--|--|
|                                              |  | SuccessorCompanyMarch 31, 2005 |         | Predecessor CompanyDecember 31,2004 |
|                                              |  | (Inthousands)                  |
| Senior secured credit facility                    |  | $                              | — |                                |  | $      | 215,000 |   |
| Senior subordinateddiscount notes                 |  |                           | 84,761  |                                |  |   | 140,275 |   |
| Seniorsecured floating ratenotes                  |  |                           | 150,000 |                                |  |   | — |   |
| Long-termobligations                              |  |                           | 234,761 |                                |  |   | 355,275 |   |
| Lesscurrent maturities, indefault                 |  |                           | — |                                |  |   | 355,275 |   |
| Long-termobligations, excluding currentmaturities |  | $                              | 234,761 |                                |  | $      | — |   |
|                                                   |

On February 10, 2005, in connection withthe consummation of our Plan of Reorganization, the Company assumed allobligations of IWO Escrow, including the issuance of Senior SecuredFloating Rate Notes due 2012 and the issuance of 10.75% SeniorDiscount Notes due 2015.

On February 10, 2005, the Companyrepaid in full and terminated its $215.0 million senior creditfacility. Additionally, the former Senior Subordinated Discount Noteswere cancelled and exchanged 

14

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for all of the new common stock of theCompany and the existing common stock of the Company, all of which wasowned by US Unwired, was cancelled.

The gain on theextinguishment of debt was calculated as the book value of the debt,and related accrued interest, less the fair value of the new commonstock issued in exchange.

For a detailed discussion of Liquidityand Capital Resources, refer to Note 3.

6.    Commitments andContingencies

A portion of the Company's gross subscriberadditions were through its pre-pay program, which has been provided andmanaged by US Unwired pursuant to an agreement that US Unwired enteredinto with a third-party service provider. For the three-month periodended March 31, 2005, 5.5% of the Company's subscribersparticipated in the pre-pay program. During the three-month periodended March 31, 2005 pre-pay subscribers accounted for approximately$1.5 million, or 4.3%, of the Company's subscriberrevenues. Following consummation of the Plan of Reorganization and thetermination of the Company's management agreement with USUnwired, the Company no longer marketed that program in its territory,and is seeking to transition its current pre-pay subscribers to otherSprint product offerings. The inability to continue to offer a pre-payprogram or the failure to successfully transition subscribers couldresult in reduced revenues and earnings.

The Company uses Sprintto process all post-pay PCS subscriber billings including monthlyrecurring charges, airtime and other charges such as interconnect fees.The Company pays various fees to Sprint for new subscribers as well asrecurring monthly fees for services performed for existing customersincluding billing and management of customer accounts. Sprint'sbilling for these services is based upon an estimate of the actualcosts incurred by Sprint to provide such services. At the end of eachcalendar year, Sprint PCS compares its actual costs to provide suchservices to remittances by the Company for estimated billings andeither refunds overpayments or bills for costs in excess of thepayments made. Based upon information as provided by Sprint, theCompany believes it has adequately provided for the above-mentionedcosts in the accompanying consolidated financial statements.

7.    Income Taxes

At December 31, 2004, the Company hadavailable approximately $371.0 million of net operating loss carryforwards for federal income tax purposes. This carryforward, which mayprovide future tax benefits, begins to expire in 2019. Under Section382 of the Internal Revenue Code, the use of loss carryforwards may belimited if a change in ownership of a company occurs. The Plan ofReorganization constituted a change of ownership for theCompany's tax attributes under IRC Section 382 and will result inlimitation to the utilization of the Company's net operating losscarryforwards.

In assessing the possibility of realization ofdeferred tax assets at March 31, 2005, the Company considered whetherit was more likely than not that some portion or all of the deferredtax assets would not be realized. The ultimate realization of deferredtax assets is dependent upon the generation of future taxable incomeduring the periods in which those temporary differences becomedeductible. The Company considers the scheduled reversal of deferredtax liabilities, projected future taxable income and tax planningstrategies in making this assessment. Based upon these considerations,the Company provided a valuation allowance to reduce the carrying valueof certain of its deferred tax assets. The Company is in process ofevaluating the extent of any such limitations.

8.    Reorganized Condensed Consolidated Balance Sheet atFebruary 1, 2005

The following unaudited condensed consolidatedbalance sheet as of February 1, 2005 gives the effect to thereorganization and related transactions. The adjustments are based uponavailable information and certain assumptions that are believed bymanagement to be reasonable.

Pursuant to SOP 90-7, theaccounting for the effects of the reorganization occurs once the Planof Reorganization is confirmed by the Bankruptcy Court and there are noremaining contingencies 

15

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material to completing the implementation ofthis plan. There were no material conditions precedent to theeffectiveness of the Plan of Reorganization existing as of the February9, 2005 confirmation date. The fresh-start accounting principles of SOP90-7 provide, among other things, for the Company to determine thevalue to be assigned to the assets and liabilities of the Company as ofthe confirmation date. For financial reporting purposes, the Companyapplied fresh-start accounting as of February 1, 2005 because theresults of operations for the nine days preceding February 10, 2005(the effective date of the reorganization), did not have a materialimpact on the reorganized Company's financial position, resultsof operations and cash flows.

Under fresh-start accounting, thereorganization value assigned to assets and liabilities is based ontheir respective fair values in conformity with the purchase method ofaccounting for business combinations. A valuation specialist wasengaged to perform the valuations required to determine the fair valueof our assets. Any excess of the reorganization equity value over thereorganization value of net assets and liabilities has been recorded asgoodwill. The estimated reorganization equity value of the Company of$85.0 million, which served as the basis for the Plan approved by theBankruptcy Court, was used to determine the value allocated to theassets and liabilities of the reorganized Company in proportion totheir fair values and is in conformity with SFAS No. 141"Business Combinations." The reorganizationequity value was determined utilizing independent appraisers. While thefresh-start accounting adjustments reflected in the balance sheet belowmay be subject to further revisions, we do not anticipate our finalfresh-start accounting adjustments to vary significantly. We have notrecorded any deferred taxes because a valuation allowance has beenprovided against deferred tax assets as it is not more likely than notthat they will be realized.

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|                                                                                            |  |                           |          |                                            |  |                            |          |                  |  |        |         |        |  |  |
|--------------------------------------------------------------------------------------------|--|---------------------------|----------|--------------------------------------------|--|----------------------------|----------|------------------|--|--------|---------|--------|--|--|
| IWOHOLDINGS, INC. AND SUBSIDIARIES Condensed ConsolidatedBalance Sheet at February 1, 2005 |  |
|                                                                                       |  | Pre-ReorganizationBalance |          | Reorganization& Fresh StartAdjustments |  | Post-ReorganizationBalance |
|                                                                                       |  |                      |          | (restated)                                 |  | (restated)                 |
|                                                                                       |  | (Inthousands)             |
| Cash and cashequivalents                                                                   |  | $                         | 24,983   |                                       |  | $                          | 9,898    | (g)(h)(i)   |  | $      | 34,881  |   |
| Restrictedcash                                                                             |  |                      | 80       |                                       |  |                       | —  |             |  |   | 80      |   |
| Subscriberreceivables,net                                                                  |  |                      | 11,678   |                                       |  |                       | —  |             |  |   | 11,678  |   |
| Inventory                                                                                  |  |                      | 1,605    |                                       |  |                       | —  |             |  |   | 1,605   |   |
| Prepaidexpenses and otherassets                                                            |  |                      | 12,690   |                                       |  |                       | (6,500   | )(j)        |  |   | 6,190   |   |
| Deferredsubscriber activationcosts—current                                           |  |                      | 1,148    |                                       |  |                       | (1,148   | )(a)        |  |   | — |   |
| **Totalcurrentassets**                                                                     |  |                      | 52,184   |                                       |  |                       | 2,250    |             |  |   | 54,434  |   |
| Propertyand equipment,net                                                                  |  |                      | 149,418  |                                       |  |                       | (27,706  | )(a)        |  |   | 121,712 |   |
| Deferredsubscriber activationcosts                                                         |  |                      | 558      |                                       |  |                       | (558     | )(a)        |  |   | — |   |
| Intangibleassets,net                                                                       |  |                      |     |                                       |  |                       |     |             |  |   |    |   |
| Subscriberbase                                                                             |  |                      | —  |                                       |  |                       | 62,000   | (a)         |  |   | 62,000  |   |
| Sprintaffiliationagreement                                                                 |  |                      | 17,237   |                                       |  |                       | 54,763   | (a)         |  |   | 72,000  |   |
| Otherassets                                                                                |  |                      | 1,673    |                                       |  |                       | —  |             |  |   | 1,673   |   |
| Debtissuecosts                                                                             |  |                      | 11,218   |                                       |  |                       | (278     | )(a)(b)(h)  |  |   | 10,940  |   |
| Goodwill                                                                                   |  |                      | —  |                                       |  |                       | 27,468   | (a)         |  |   | 27,468  |   |
| **Totalassets**                                                                            |  | $                         | 232,288  |                                       |  | $                          | 117,939  |             |  | $      | 350,227 |   |
| Accountspayable                                                                            |  | $                         | 23,484   |                                       |  | $                          | (15,789) | (a)(i)      |  | $      | 7,695   |   |
| Accruedexpenses                                                                            |  |                      | 17,522   |                                       |  |                       | 7,290    | )(a)(i)     |  |   | 24,812  |   |
| Deferredsubscriber activationrevenue—current                                         |  |                      | 1,148    |                                       |  |                       | (1,148   | )(a)        |  |   | — |   |
| Currentmaturities of long-termobligations                                                  |  |                      | 215,000  |                                       |  |                       | (215,000 | )(f)        |  |   | — |   |
| **Totalcurrentliabilities**                                                                |  |                      | 257,154  |                                       |  |                       | (224,647 | )           |  |   | 32,507  |   |
| DeferredLease—Non-current                                                            |  |                      | 5,242    |                                       |  |                       | (5,242   | )(a)        |  |   | — |   |
| Seniorsecured floating ratenotes                                                           |  |                      | —  |                                       |  |                       | 150,000  | (g)         |  |   | 150,000 |   |
| Seniordiscountnotes                                                                        |  |                      | —  |                                       |  |                       | 82,720   | (g)         |  |   | 82,720  |   |
| Directsubscriber activationrevenue                                                         |  |                      | 609      |                                       |  |                       | (609     | )(a)        |  |   | — |   |
| **Totalliabilities not subject tocompromise**                                              |  |                      | 263,005  |                                       |  |                       | 2,222    |             |  |   | 265,227 |   |
| Liabilitiessubject tocompromise:                                                           |  |                      |     |                                       |  |                       |     |             |  |   |    |   |
| Accruedinterest                                                                            |  |                      | 21,651   |                                       |  |                       | (21,651  | )(b)        |  |   | — |   |
| Seniornotes                                                                                |  |                      | 140,291  |                                       |  |                       | (140,291 | )(b)        |  |   | — |   |
| **Totalliabilities subject tocompromise**                                                  |  |                      | 161,942  |                                       |  |                       | (161,942 | )           |  |   | — |   |
| **Stockholder's(deficit)equity**                                                           |  |                      |     |                                       |  |                       |     |             |  |   |    |   |
| Commonstock                                                                                |  |                      | 1        |                                       |  |                       | 49       | (d)         |  |   | 50      |   |
| Additionalpaid incapital                                                                   |  |                      | 446,449  |                                       |  |                       | (446,449 | )(c)        |  |   | 84,950  |   |
|                                                                                       |  |                      |     |                                       |  |                       | 84,950   | (d)         |  |   |    |   |
| Retaineddeficit                                                                            |  |                      | (639,109 | )                                     |  |                       | 9,898    | (g)(h)(i)   |  |   | — |   |
|                                                                                       |  |                      | (1,148   | )(a)                                  |  |                       |     |             |
|                                                                                       |  |                      | (27,706  | )(a)                                  |  |                       |     |             |
|                                                                                       |  |                      | (558     | )(a)                                  |  |                       |     |             |
|                                                                                       |  |                      | (17,237  | )(a)                                  |  |                       |     |             |
|                                                                                       |  |                      | 62,000   | (a)                                   |  |                       |     |             |
|                                                                                       |  |                      | 72,000   | (a)                                   |  |                       |     |             |
|                                                                                       |  |                      | (278     | )(a)(b)                               |  |
|                                                                                       |  |                      | (6,500   | )(a)                                  |  |                       |     |             |
|                                                                                       |  |                      | 1,148    | (a)                                   |  |                       |     |             |
|                                                                                       |  |                      | 15,789   | (a)                                   |  |                       |     |             |
|                                                                                       |  |                      | 5,242    | (a)                                   |  |                       |     |             |
|                                                                                       |  |                      | 609      | (a)                                   |  |                       |     |             |
|                                                                                       |  |                      | (7,767   | )(a)                                  |  |
|                                                                                       |  |                      | 21,651   | (b)                                   |  |                       |     |             |
|                                                                                       |  |                      | 140,291  | (b)                                   |  |                       |     |             |
|                                                                                       |  |                      | (49      | )(c)                                  |  |                       |     |             |
|                                                                                       |  |                      | 446,449  | (c)                                   |  |                       |     |             |
|                                                                                       |  |                      | (84,950  | )(d)                                  |  |                       |     |             |
|                                                                                       |  |                      | (17,720  | )(f)(g)                               |  |
|                                                                                       |  |                      | 477      | (i)                                   |  |
|                                                                                       |  |                      | 27,468   | (a)                                   |  |                       |     |             |
|                                                                                       |  |                      |     |                                       |  |                       |     |             |  |   |    |   |
| **Totalstockholder's (deficit)equity**                                                     |  |                      | (192,659 | )                                     |  |                       | 277,659  |             |  |   | 85,000  |   |
| **Totalliabilities and stockholder's (deficit)equity**                                     |  | $                         | 232,288  |                                       |  | $                          | 117,939  |             |  | $      | 350,227 |   |
|                                                                                            |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                           |
|-----|---------------------------------------------------------------------------------------------------------------------------|
| (a) | Reflects fresh-start accounting adjustments to record ourassets and liabilities at their fair value in thereorganization. |

|     |                                                      |
|-----|------------------------------------------------------|
| (b) | Reflects the cancellationof our former senior notes. |

17

----

|     |                                                                   |
|-----|-------------------------------------------------------------------|
| (c) | Reflects the eliminationof the equity of the Predecessor Company. |

|     |                                                                                                     |
|-----|-----------------------------------------------------------------------------------------------------|
| (d) | Reflects the restatement of the Successor Companystockholders' equity under fresh-start accounting. |

|     |                                                                |
|-----|----------------------------------------------------------------|
| (e) | Reflects financing costs for the issuance of thenotes offered. |

|     |                                                                             |
|-----|-----------------------------------------------------------------------------|
| (f) | Reflects the repayment andtermination of our former senior credit facility. |

|     |                                                             |
|-----|-------------------------------------------------------------|
| (g) | Reflects the issuance of the notes offered, net ofdiscount. |

|     |                                                                                                                                                                            |
|-----|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (h) | Reflects the cash proceedsremaining after repayment of our former senior credit facility andpayment of the estimated financing costs for the issuance of the notesoffered. |

|     |                                                                                                           |
|-----|-----------------------------------------------------------------------------------------------------------|
| (i) | Reflects the settlement andpayment of approximately $5.9 million as resolution of disputed Sprintcharges. |

|     |                                                                                              |
|-----|----------------------------------------------------------------------------------------------|
| (j) | Reflects the release of funds fromescrow that was contingent upon emergence from bankruptcy. |

9.    Gain on Reorganization

The following items areincluded in gain on reorganization in the condensed consolidatedstatement of operations for the month ended January 31, 2005:

|                                                               |  |                                     |         |         |  |  |
|---------------------------------------------------------------|--|-------------------------------------|---------|---------|--|--|
|                                                          |  | PredecessorCompany                  |
|                                                          |  | For the Month EndedJanuary 31, 2005 |
|                                                          |  | (inthousands)                       |
| Fresh start accountingadjustments                             |  | $                                   | 122,848 |    |
| Sprintsettlement                                              |  |                                | 11,093  |    |
| Professional fees andother costs related to thereorganization |  |                                | (8,757  | )  |
| Write off of debtfinancingcosts                               |  |                                | (11,218 | )  |
|                                                          |  | $                                   | 113,966 |    |
|                                                               |

Thefresh-start accounting adjustments represent the recording of$122.8  million as the result of fresh-start accountingconsisting primarily of an increase of $54.8 million associated withthe appraised value of the Sprint agreement, $62.0 million associatedwith the appraised value of our customer base agreements and $33.7million of other fair value adjustments offset, in part, by awrite-down of property and equipment of $27.7 million.

10.    Stock Option Plan

In February,effective with the Plan of Reorganization, the Board of Directorsestablished the Equity Award Plan of IWO Holdings, Inc.("2005 Equity Plan"). As part of the 2005Equity Plan, the maximum aggregate amount of Common Stock with respectto which options or other awards that may be granted is 555,555 shares.As of March 31, 2005, 226,381 shares of common stock were available forfuture grants under the 2005 Equity Plan.

18

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The following summarizes stock optionactivity and related information:

|                                                                   |  |                                        |         |                              |  |        |         |        |  |  |
|-------------------------------------------------------------------|--|----------------------------------------|---------|------------------------------|--|--------|---------|--------|--|--|
|                                                              |  | Shares                                 |         | WeightedAverageExercisePrice |
|                                                              |  | (Inthousands, except per shareamounts) |
| Granted                                                           |  |                                   | 329,174 |                         |  | $      | 24.00   |   |
| Exercised                                                         |  |                                   | — |                         |  |   | — |   |
| Forfeited                                                         |  |                                   | — |                         |  |   | — |   |
| Outstanding—endofperiod                                     |  |                                   | 329,174 |                         |  |   | 24.00   |   |
| Exercisable—endofperiod                                     |  |                                   | — |                         |  |   | — |   |
| Weightedaverage fair value of options granted with exerciseprice: |  |                                   |    |                         |  |   |    |   |
| Equal to marketprice                                              |  |                                   |    |                         |  | $      | — |   |
| Lessthan marketprice                                              |  |                                   |    |                         |  | $      | — |   |
| Greaterthan marketprice                                           |  |                                   |    |                         |  | $      | 24.00   |   |
|                                                                   |

Thefollowing table summarizes information concerning outstanding optionsat March 31, 2005:

|                       |  |                                          |  |                            |         |        |  |  |  |  |
|-----------------------|--|------------------------------------------|--|----------------------------|---------|--------|--|--|--|--|
| RangeofExercise Price |  | WeightedAverageRemainingContractual Life |  | NumberofOptionsOutstanding |
| $24.00                |  | 9.8years                                 |  |                       | 329,174 |   |
|                       |

All optionsgranted under the 2005 Equity Plan have a ten-year term and vest over aperiod of three or four-years period. As allowed by SFAS No. 123, theCompany has elected to continue to follow APB Opinion No. 25,"Accounting for Stock Issued to Employees,"which does not provide for compensation expense on the issuance ofstock options if the option terms are fixed and the exercise priceequals or exceeds the fair value of the underlying stock on the grantdate.

As required by SFAS No. 123, the Companydetermined the pro forma information as if the Company had accountedfor stock options granted under the fair value method of SFAS No. 123.The Black-Scholes option-pricing model was used with the followingweighted average assumptions:

|                                          |  |                            |      |         |  |  |  |  |  |  |
|------------------------------------------|--|----------------------------|------|---------|--|--|--|--|--|--|
|                                     |  | Periodended March 31, 2005 |      |
| Risk-free interestrate                   |  |                       | 3.07 | %  |  |
| Expected dividendyield                   |  |                       | 0    |    |  |
| Expectedvolatility                       |  |                       | 0.62 |    |  |
| Weighted average expectedlife (in years) |  |                       | 5    |    |  |
|                                          |

Item2.    Management's Discussion and Analysis of FinancialCondition and Results of Operations

This discussion shouldbe read in conjunction with our unaudited condensed consolidatedfinancial statements included in this report and with the financialstatements, Management's Discussion and Analysis of FinancialCondition and Results of Operations and Risk Factors in the Form 10-Kfor IWO Holdings, Inc. for the year ended December 31, 2004 filed onMarch 31, 2005 with the Securities and Exchange Commission("SEC"). Some of the statements in thefollowing discussion are forward-looking statements. See"Cautionary Note Regarding Forward-LookingStatements."

Cautionary Note RegardingForward-Looking Statements

This report, and other oralstatements made from time to time by our representatives, containforward-looking statements within the meaning of Section 27A of theSecurities Act, Section 21E of the Securities Exchange Act of 1934, asamended and the Private Securities Litigation Reform Act of 1995 thatare subject to risks and uncertainties. You should not place unduereliance on those 

19

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statements because they are subject tonumerous uncertainties and factors relating to our operations andbusiness environment, all of which are difficult to predict and many ofwhich are beyond our control. Forward-looking statements includeinformation concerning our possible or assumed future results ofoperations, including descriptions of our business strategy. Thesestatements often include words such as "may,""believe,""expect,""anticipate,""intend," "plan,""estimate" or similar expressions. Thesestatements are based on assumptions that we have made in light of ourindustry experience as well as our perceptions of historical trends,current conditions, expected future developments and other factors webelieve are appropriate under the circumstances. As you read andconsider this report, you should understand that these statements arenot guarantees of performance or results. They involve risks,uncertainties and assumptions. Although we believe that theseforward-looking statements are based on reasonable assumptions, youshould be aware that many factors could affect our actual financialresults or results of operations and could cause actual results todiffer materially from those in the forward-looking statements. Thesefactors include but are not limitedto:

|              |                                                                                   |
|--------------|-----------------------------------------------------------------------------------|
| •  | limited operating history in thewireless market and anticipation of futurelosses; |

|              |                                                    |
|--------------|----------------------------------------------------|
| •  | our ability to finance futuregrowth opportunities; |

|              |                                                                                                     |
|--------------|-----------------------------------------------------------------------------------------------------|
| •  | our dependence onthe personal communications services division of Sprint Corporation, orSprint PCS; |

|              |                                                                                                         |
|--------------|---------------------------------------------------------------------------------------------------------|
| •  | the effects of theannounced merger agreement between Sprint Corporation and NextelCommunications, Inc.; |

|              |                                                                                              |
|--------------|----------------------------------------------------------------------------------------------|
| •  | the effects ofindustry consolidation, including the merger of Cingular and AT&TWireless; |

|              |                                                                                                          |
|--------------|----------------------------------------------------------------------------------------------------------|
| •  | our ability to expand ourSprint network or to upgrade the Sprint network to accommodate newtechnologies; |

|              |                                             |
|--------------|---------------------------------------------|
| •  | potential fluctuations inoperating results; |

|              |                                   |
|--------------|-----------------------------------|
| •  | changes or advancesin technology; |

|              |                                         |
|--------------|-----------------------------------------|
| •  | changes in law orgovernment regulation; |

|              |                                                            |
|--------------|------------------------------------------------------------|
| •  | competition inthe industry and markets in which weoperate; |

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

|              |                                                     |
|--------------|-----------------------------------------------------|
| •  | our ability to attractand retain skilled personnel; |

|              |                                                                                                                                                                                                                     |
|--------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| •  | ourpotential inability to expand the services and related products weprovide in the event of substantial increases in demand in excess ofsupply for network and handset equipment and related services andproducts; |

|              |                                                                                       |
|--------------|---------------------------------------------------------------------------------------|
| •  | the availability atacceptable terms of sufficient funds to pay for our businessplans; |

|              |                                               |
|--------------|-----------------------------------------------|
| •  | changes in labor, equipment andcapital costs; |

|              |                                                                                  |
|--------------|----------------------------------------------------------------------------------|
| •  | any inability to complywith the indentures that govern our long-termobligations; |

|              |                       |
|--------------|-----------------------|
| •  | changes inmanagement; |

|              |                                              |
|--------------|----------------------------------------------|
| •  | general economic andbusiness conditions; and |

|              |                                       |
|--------------|---------------------------------------|
| •  | changesrelated to our reorganization. |

You should keep in mind that anyforward-looking statement made by us in this report, or elsewhere,speaks only as of the date on which we make it. New risks anduncertainties come up from time to time, and it is impossible for us topredict these events or how they may affect us. We have no duty to, anddo not intend to, update or revise the forward-looking statements inthis report after the date of this report. In light of these risks anduncertainties, you should keep in mind that any forward-lookingstatement made in this report or elsewhere might not occur.

Business

Overview

We are a PCS affiliate ofSprint, the personal communications services division of SprintCorporation and have the exclusive right to provide digital wirelesspersonal communications services, 

20

----

or PCS, under the Sprint brand names in aterritory that includes a total population, or POPs, of approximately6.2 million in a service area that covers upstate New York, includingthe markets of Albany, Binghamton, Syracuse and Ithaca, substantiallyall of New Hampshire and Vermont and portions of Massachusetts andPennsylvania.

Reorganization

IWO is a restructuredcompany. As of December 31, 2004, we were in default of our formersenior credit facility. Since March 2004, we had failed to make $13.8million in principal payments due on our former senior credit facilityand were not in compliance with the restrictive covenants under thecredit facility. In September 2004, one of the holders of our formersenior credit facility elected to fund $1.8 million, which representedthat holder's remaining obligation of a draw request made in2002. The holders of our former senior credit facility denied us accessto the remaining $23.4 million in availability. Additionally, we failedto make scheduled semi-annual interest payments on our former seniornotes due July 15, 2004 and January 15, 2005, and the holders of ourformer senior notes could have placed us in default of our formersenior notes. As a result, at December 31, 2004, we classified alloutstanding indebtedness of both our former senior credit facility andformer senior notes as a current liability.

As a result ofliquidity challenges, our prior management reduced capital expendituresfor network expansion and abandoned the construction of cell sites thatdid not provide a sufficient level of enhanced coverage. We recorded anasset abandonment charge during 2003 for these abandoned cell sites andtheir related property leases. Included in this asset abandonmentcharge were cell sites that we were required to construct to meet thebuild-out requirements under our Sprint PCS management agreement.Failure to complete the build-out of our service area would have placedus in violation of our Sprint PCS management agreement. As a result,Sprint PCS could have declared us in default and taken action up to andincluding termination of our Sprint PCS management agreement.

InNovember 2004, IWO Escrow Company ("IWOEscrow") was formed to facilitate a reorganization of ourownership and capital structure.

On November 29, 2004, weentered into a lock-up agreement with holders of approximately68% of our former senior notes pursuant to which such holdersagreed to vote in favor of and support our proposed financialrestructuring plan including among other things, the filing by thedebtors of a chapter 11 case, subject to the terms and conditionscontained in the lock-up agreement. Following a pre-petitionsolicitation of votes from the holders of our former senior notes, wereceived the votes of the holders of approximately 84.62% of ourformer senior notes, constituting approximately 99.2% of ourformer senior notes held by those holders voting, in support of ourproposed "pre-packaged" plan ofreorganization ("Plan ofReorganization").

On November 29, 2004, IWO Escrowsigned a letter of intent with Sprint PCS, contingent on theconsummation of the reorganization, under which the parties agreed toamend our affiliation agreement with Sprint PCS. The amendments wereretroactively effective to November 1, 2004 and subject to the right ofSprint PCS to terminate the amendments in the event a reorganizationdid not occur. The amendments include a provision for the settlement ofall outstanding disputed charges between us and Sprint PCS that hadbeen disputed by us prior to November 1, 2004; the restructuring ofcosts that Sprint PCS charges us for certain services, which would alsobe adjusted effective November 1, 2004; an increase in the fixedreciprocal roaming rate, which rate will be retroactive back toNovember 1, 2004; a reduction in our coverage area by approximately100,000 people in certain portions of New Hampshire and Vermont; and, amodification to the service area build-out requirements.

OnDecember 1, 2004, we commenced a solicitation of consents from ourcreditors to a pre-packaged plan of bankruptcy.

On December 14,2004, IWO Escrow offered $150.0 million in Senior Secured Floating RateNotes due 2012 and $140.0 million Principal Amount at Maturity10.75% Senior Discount Notes due 2015 (collectively, the"new notes"). The proceeds from the newnotes, approximately $232.7 million, were placed in escrow pending theconsummation of the reorganization and the merger of IWO Escrow andIWO.

21

----

On January 4, 2005, we filed voluntarypetitions in the United States Bankruptcy Court for the District ofDelaware ("Bankruptcy Court") seeking reliefunder the provision of chapter 11 of title 11 of the United States Code("Bankruptcy Code"). Upon filing thepetition, we continued to operate our businesses asdebtors-in-possession under the jurisdiction of the Bankruptcy Courtand in accordance with the applicable provision of the Bankruptcy Codeand the orders of the Bankruptcy Court.

On February 9, 2005, theBankruptcy Court entered an order confirming our Plan ofReorganization. Pursuant to the Plan of Reorganization, on February 10,2005, IWO Escrow was merged with and into IWO. As a result of themerger, we assumed all obligations of IWO Escrow under the new notes.We repaid in full and terminated our existing $215.0 million seniorcredit facility. The $160.0 million existing senior notes werecancelled and exchanged for all of the new common stock of IWO, and theexisting common stock of IWO, all of which was owned by US Unwired, wascancelled, with no distributions or payments thereon.

Inconnection with the consummation of the Plan of Reorganization, weterminated our management agreement with US Unwired, dated April 1,2004, as amended on January 3, 2005 ("the managementagreement"). The termination of the management agreementis subject to a four-month transition period during which US Unwiredwill continue to provide transitional management and restructuringservices as defined in the management agreement.

Implementationof Fresh-Start Accounting

Pursuant to the American Institute ofCertified Public Accountants, or the AICPA, Statement of Position 90-7("SOP 90-7"), "FinancialReporting By Entities in Reorganization Under the BankruptcyCode", the accounting for the effects of ourreorganization occurred once the Plan of Reorganization was confirmedby the Bankruptcy Court and there were no remaining contingenciesmaterial to completing the implementation of the Plan ofReorganization. The fresh-start accounting principles of SOP 90-7provide, among other things, for us to determine the value to beassigned to the assets and liabilities of reorganized IWO as of theconfirmation date. There were no material conditions precedent to theeffectiveness of the plan of reorganization existing as of the February 9, 2005 confirmation date. For financial reporting purposes, weapplied fresh-start accounting as of February 1, 2005 because theresults of operations for the nine days through February 9, 2005 didnot have a material impact on the reorganized company's financialposition, results of operations and cash flows.

Underfresh-start accounting, our reorganization value was allocated to ourassets and liabilities based on their respective fair values inconformity with the purchase method of accounting for businesscombinations; any portion not attributed to specific tangible oridentified intangible assets was treated as an indefinite-livedintangible asset referred to as "reorganization value inexcess of value of identifiable assets" and recorded onour balance sheet as goodwill.

Accordingly, our financialcondition and results of operations from and after the effective dateof the Plan of Reorganization will not be comparable to our previouslyfinancial condition or results of operations.

Amendment of theMarch 31, 2005 10-Q

We reviewed our operating results reportedin the March 31, 2005 10-Q and noted an understatement of depreciationexpense of $1.8 million in the Successor Company's financialstatements for the two month period ended March 31, 2005 and $989,000of general and administrative expenses that were recorded within thePredecessor Company that related to Successor Company activity. Theadjustments, as discussed below, did not affect our previously reportednet cash used in operating activities. As a result of the adjustments,certain previously recorded amounts to the consolidated balance sheetand consolidated statements of operations have been adjusted as follows(in thousands, except per share amounts):

22

----

PredecessorCompany

|                                     |  |                      |          |             |  |            |         |         |  |        |          |         |  |  |
|-------------------------------------|--|----------------------|----------|-------------|--|------------|---------|---------|--|--------|----------|---------|--|--|
| Forthe Month ended January 31, 2005 |  | AsOriginallyReported |          | Adjustments |  | AsAdjusted |
| **Statement ofOperations**          |  |
| General andadministrative           |  | $                    | 1,664    |        |  | $          | (989    | )  |  | $      | 675      |    |
| Gainonreorganization                |  |                 | (114,955 | )      |  |       | 989     |    |  |   | (113,966 | )  |
| Totalexpenses                       |  |                 | (99,342  | )      |  |       | — |    |  |   | (99,342  | )  |
| Operatingincome                     |  |                 | 114,841  |        |  |       | — |    |  |   | 114,841  |    |
| Netincome                           |  |                 | 190,029  |        |  |       | — |    |  |   | 190,029  |    |
|                                     |

SuccessorCompany

|                                                |  |                      |         |             |  |            |        |         |  |        |         |         |  |  |
|------------------------------------------------|--|----------------------|---------|-------------|--|------------|--------|---------|--|--------|---------|---------|--|--|
| March31, 2005                                  |  | AsOriginallyReported |         | Adjustments |  | AsAdjusted |
| **BalanceSheet**                               |  |                 |    |        |  |       |   |    |  |   |    |    |
| Property andequipment,net                      |  | $                    | 120,455 |        |  | $          | (1,884 | )  |  | $      | 118,571 |    |
| Goodwill                                       |  |                 | 28,457  |        |  |       | (989   | )  |  |   | 27,468  |    |
| Retaineddeficit                                |  |                 | (5,582  | )      |  |       | (2,873 | )  |  |   | (8,455  | )  |
|                                           |  |                 |    |        |  |       |   |    |  |   |    |    |
| **Forthe Two Months ended March 31,2005**      |  |                 |    |        |  |       |   |    |  |   |    |    |
| **Statementof Operations**                     |  |                 |    |        |  |       |   |    |  |   |    |    |
| Generalandadministrative                       |  | $                    | 1,269   |        |  | $          | 989    |    |  | $      | 2,258   |    |
| Depreciationandamortization                    |  |                 | 6,758   |        |  |       | 1,884  |    |  |   | 8,642   |    |
| Totalexpenses                                  |  |                 | 33,719  |        |  |       | 2,873  |    |  |   | 36,592  |    |
| Operatingloss                                  |  |                 | (1,288  | )      |  |       | (2,873 | )  |  |   | (4,161  | )  |
| Netloss                                        |  |                 | (5,582  | )      |  |       | (2,873 | )  |  |   | (8,455  | )  |
| Basicand diluted loss per share of commonstock |  |                 | (1.12   | )      |  |       | (0.57  | )  |  |   | (1.69   | )  |
|                                                |

CriticalAccounting Policies and Estimates

Our discussion and analysisof our financial condition and results of operations is based upon ourconsolidated financial statements, which have been prepared inaccordance with U.S. generally accepted accounting principles("GAAP"). The preparation of these financialstatements requires us to make estimates and judgments that affect thereported amounts of assets, liabilities, revenues and expenses, andrelated disclosures of contingent assets and liabilities. On anon-going basis, we evaluate our estimates, including those related tobad debts, activation fee revenues and related expense, determinationof fair value of separate units for the application of Emerging IssuesTask Force ("EITF") Issue No. 00-21, revenuerecognition of contract cancellation and late fees, inventory reserves,intangible assets and contingencies. We base our estimates on ourhistorical experience, the historical experience of Sprint and thehistorical experience of other Sprint affiliates and various otherassumptions that we believe to be reasonable under the circumstances,the results of which form the basis for making judgments about thecarrying values of assets and liabilities that are not readily apparentfrom other sources. Actual results may vary from these estimates underdifferent assumptions or conditions.

We believe the followingcritical accounting policies affect our significant judgments andestimates used in the preparation of our consolidated financialstatements.

Reliance on Sprint PCS Processing

We relyon Sprint for much of our financial reporting information including:revenues; commissions paid to national retailers; fees paid forcustomer care and billing; roaming revenue and roaming expense on theSprint and Sprint wireless affiliate network; and the maintenance ofaccounts receivable, including cash collections and the write off ofcustomer balances that are not collectible and the accuracy of ouraccounts receivable balance. Where uncertainty exists regardingrevenues, we do not record these revenues until substantive informationhas been provided to ensure that such 

23

----

revenues have been earned. Based upon thetiming of the information received from Sprint PCS, we make certainassumptions that the information is accurate and that it is consistentwith historical trends. We also rely upon the evaluation of internalcontrols as performed by auditors engaged by Sprint PCS that wereperformed in accordance with AICPA Statement on Auditing Standards(SAS) No. 70.

Bad Debt Expense

We maintain allowancesfor doubtful accounts for estimated losses resulting from the inabilityof subscribers to make payments. If the financial conditions of oursubscribers deteriorate, resulting in the subscribers' inabilityto make payments, additional allowances will be required.

Weestimate our allowance by examining the components of our revenue. Weestablish a general reserve of all accounts receivable that areestimated to be uncollectible. Our evaluation of the adequacy of theseamounts includes our own historical experience and discussions withSprint and other Sprint wireless affiliates.

RevenueRecognition

We earn revenue by providing access to and usage ofour network and sales of merchandise. Subscriber revenue consistsprimarily of a basic service plan (where the customer purchases apre-allotted number of minutes for voice and/or data transmission);airtime (which consists of billings for minutes that either exceed orare not covered by the basic service plan); long distance; and chargesassociated with travel outside our service area. Travel revenue isgenerated on a per-minute basis when a Sprint PCS subscriber outside ofour markets uses our service when traveling through our markets.Foreign roaming revenue is generated when a non-Sprint wirelesscustomer uses our service when traveling through our markets. We alsorecognize revenues through agreements that allows resellers to sellwireless services in our markets. We recognize revenues when amountsare considered to be earned under the respective service plans andcollection of such amounts is considered probable.

Sprintretains 8% of collected service revenues from subscribers basedin our service area, foreign roaming revenues and for revenue generatedunder our reseller agreements. The amount of affiliation fees retainedby Sprint PCS is recorded as a cost of services expense. Revenuesderived from the sale of handsets and accessories by us and fromcertain roaming services (outbound roaming and roaming revenues fromSprint and its wireless network partner subscribers) are not subject tothe 8% affiliation fee from Sprint.

Revenues from thesales of merchandise, primarily wireless handsets and accessories,represent a separate earnings process and are recognized at the time ofthe customer purchase. These revenues and related costs are included inmerchandise sales and cost of sales, respectively. We reduce recordedrevenue for rebates and discounts given to subscribers on wirelesshandsets sales in accordance with EITF Issue No. 01-9"Accounting for Consideration Given by a Vendor to aSubscriber (Including a Reseller of the Vendor'sProducts)."

We recognize revenues from activationfees in accordance with EITF Issue No. 00-21. In May 2003, the EITFmodified its previous consensus to EITF Issue No. 00-21 to clarify itsscope of Issue No. 00-21 and its interaction with other authoritativeliterature. As permitted under the modified consensus, we adopted thismodified consensus effective July 1, 2003 for all revenue arrangementsentered into subsequent to June 30, 2003. EITF Issue No. 00-21addresses the determination of whether an arrangement involving morethan one deliverable contains more than one unit of accounting and howthe related revenues should be measured and allocated to the separateunits of accounting. In applying this guidance, separate contracts withthe same party, entered into at or near the same time, will be presumedto be a package, and the consideration will be measured and allocatedto the separate units based on their relative fair values. We believethat the sale of handsets and future service under contract should beaccounted for as separate units under EITF Issue No.  00-21. As aresult, the total consideration under these arrangements, including anyrelated activation fees, is allocated between these separate unitsbased on their relative fair values.

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We recognize only a portion of contractcancellation fees billed to subscribers that disconnect service priorto fulfilling the contractual length of service, as there issignificant uncertainty that all contract cancellation fees that arebilled will be collected. We have very limited information at a detaillevel sufficient to perform our own evaluation and rely on Sprinthistorical trending to make our estimates. If the collections oncontract cancellation fees are less than that recognized, additionalallowances may be required.

We recognize only a portion of latefees billed to subscribers that fail to pay their bills within therequired payment period, as there is no assurance that all late feesthat are billed will be collected. We have very limited information ata detail level sufficient to perform our own evaluation and rely onSprint historical trends to make our estimates. If the collections onlate fees are less than that recognized, additional allowances may berequired.

Inventory and Inventory Reserves

Inventoriesconsist of wireless handsets and related accessories and are carried atcost. Cost is determined by the moving weighted average method, whichapproximates the first-in, first-out method.

AccruedCommissions

We accrue commissions and other costs related tonational retailers based upon their sales to new subscribers. Thenational retailers receive both a commission and, because the handsetis typically sold below cost, a reimbursement for the differencebetween the sales price and the cost. We base our accruals oninformation provided by Sprint on subscriber additions and recognizethat there are typically timing differences between the point ofsubscriber activation and the time that we are invoiced for commissionsby Sprint. We periodically and annually evaluate the adequacy of ouraccruals through analysis of historical information and discussionswith Sprint. Depending on the level of sales and other factors, ourestimates of the amounts accrued for commissions and other costs owedto such retailers may require modification of our previousestimates.

Goodwill and Intangible Assets ImpairmentAnalysis

Goodwill is evaluated for impairment on an annualbasis or as impairment indicators are identified, in accordance withSFAS No. 142, "Goodwill and Other IntangibleAssets." On an ongoing basis, we assess the recoverabilityof goodwill by determining the ability of the specific assets acquiredto generate future cash flows sufficient to recover the unamortizedgoodwill over the remaining useful life. We estimate future cash flowsbased on the current performance of the acquired assets and ourbusiness plan for those assets. Changes in business conditions, majorcustomers or other factors could result in changes in those estimates.Goodwill determined to be unrecoverable based on future cash flows iswritten-off in the period in which such determination is made.

Valuation of Long-lived Assets

Long-lived assets consistsprimarily of property and equipment and intangibles. Changes intechnology or in our intended use of these assets may cause theestimated period of use or the value of these assets to be reduced. Inaddition, changes in general industry conditions could cause the valueof certain of these assets to be reduced. We monitor theappropriateness of the estimated useful lives of these assets. Wheneverevents or changes in circumstances indicate that the carrying amountsof these assets may not be recoverable, we review the respective assetsfor impairment. As part of our reorganization, our assets andliabilities were revalued to their fair value. Estimates andassumptions used in both the estimated useful life and evaluatingpotential impairment issues require a significant amount ofjudgment.

Allowance for doubtful accounts

Estimates areused in determining our allowance for doubtful accounts and are basedon our historical write-off experience, and the uncollectibility ofaccounts receivable by aging category, as well 

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as current information regarding the creditquality of our subscribers. Using this historical information, weestimate allowances for uncollectibility relative to the agingcategories. If our estimates are insufficient for any reason, ouroperating losses and available cash would be negatively impacted.

Results of Operations — For the Two-Month Period Ended March31, 2005, the Month Ended January 31, 2005, the Three-Month PeriodEnded March 31, 2005 and the Three-Month Period Ended March 31,2004

In accordance with SOP 90-7, we adopted fresh-startaccounting as of February 1, 2005, and our emergence from Chapter 11resulted in a new reporting entity. The periods as of and prior toFebruary 1, 2005 have been designated "PredecessorCompany" and the periods subsequent to February 1, 2005have been designated as "Successor Company".Under fresh-start accounting, our reorganization equity value wasallocated to the assets and liabilities based on their respective fairvalues in conformity with SFAS No.  141 "BusinessCombinations". As a result of the implementation offresh-start accounting, our financial statements after February 1, 2005are not comparable to our financial statements for prior periods. Forpurposes of comparability to the three-month period ending March 31,2004, we have disclosed below the arithmetic combination of the resultsof operation for the two-month period ended March 31, 2005 of theSuccessor Company and for the month ended January 31, 2005 of thePredecessor Company.

Revenues

|                    |  |                                       |        |                                     |  |                                          |        |                                         |  |        |        |        |  |        |        |        |  |  |
|--------------------|--|---------------------------------------|--------|-------------------------------------|--|------------------------------------------|--------|-----------------------------------------|--|--------|--------|--------|--|--------|--------|--------|--|--|
|               |  | SuccessorCompany                      |        | PredecessorCompany                  |  |                                     |        | PredecessorCompany                      |
|               |  | For theTwo Months EndedMarch 31, 2005 |        | For the MonthEnded January 31, 2005 |  | For the Three MonthsEnded March 31, 2005 |        | For the Three MonthsEndedMarch 31, 2004 |
|               |  | (Inthousands)                         |
| Subscriberrevenues |  | $                                     | 23,312 |                                |  | $                                        | 12,302 |                                    |  | $      | 35,614 |   |  | $      | 32,971 |   |
| Roamingrevenues    |  |                                  | 7,795  |                                |  |                                     | 2,503  |                                    |  |   | 10,298 |   |  |   | 8,597  |   |
| Merchandisesales   |  |                                  | 1,282  |                                |  |                                     | 665    |                                    |  |   | 1,947  |   |  |   | 2,285  |   |
| Otherrevenues      |  |                                  | 42     |                                |  |                                     | 29     |                                    |  |   | 71     |   |  |   | 84     |   |
| Totalrevenues      |  | $                                     | 32,431 |                                |  | $                                        | 15,499 |                                    |  | $      | 47,930 |   |  | $      | 43,937 |   |
|                    |

Subscriberrevenues

Total subscriber revenues were $23.3 million for thetwo-month period ended March 31, 2005 and $12.3 million for the monthended January 31, 2005. For the three-month period ended March 31,2005, total subscriber revenues were $35.6 million compared to $33.0million for the three-month period ended March 31, 2004. The increaseof $2.6 million, or 8.0%, primarily resulted from an increase inthe number of subscribers we serve.

Roaming revenues

Roaming revenues were $7.8 million for the two-month period endedMarch 31, 2005 and $2.5 million for the month ended January 31, 2005.For the three-month period ended March 31, 2005, total roaming revenueswere $10.3 million compared to $8.6 million for the three-month periodended March 31, 2004. The increase of $1.7 million, or 19.8%,primarily resulted from an increase in the reciprocal Sprint travelrate per minute from $.041 to $.058.

Merchandise sales

Merchandise sales were $1.2 million for the two-month period endedMarch 31, 2005 and $0.7 million for the month ended January 31, 2005.For the three-month period ended March 31, 2005, merchandise sales were$1.9 million compared to $2.3 million for the three-month period endedMarch 31, 2004. The decrease of $0.4 million, or 14.8%,primarily resulted from lower retail prices for handsets. The cost ofhandsets typically exceeds the amount received from our subscribersbecause we subsidize the price of handsets to remain competitive in themarketplace.

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Operating (Income)Expenses

|                                 |  |                                       |         |                                    |  |                                         |          |                                        |  |        |          |         |  |        |         |        |  |  |
|---------------------------------|--|---------------------------------------|---------|------------------------------------|--|-----------------------------------------|----------|----------------------------------------|--|--------|----------|---------|--|--------|---------|--------|--|--|
|                            |  | SuccessorCompany                      |         | PredecessorCompany                 |  |                                    |          | PredecessorCompany                     |
|                            |  | For theTwo Months EndedMarch 31, 2005 |         | For the MonthEndedJanuary 31, 2005 |  | For the Three MonthsEndedMarch 31, 2005 |          | For the Three MonthsEndedMarch 31,2004 |
|                            |  | (restated)                            |         | (restated)                         |  | (restated)                              |          |                                   |
|                            |  | (Inthousands)                         |
| Cost ofservice                  |  | $                                     | 18,269  |                               |  | $                                       | 7,772    |                                   |  | $      | 26,041   |    |  | $      | 22,689  |   |
| Merchandisecost ofsales         |  |                                  | 2,039   |                               |  |                                    | 1,259    |                                   |  |   | 3,298    |    |  |   | 4,142   |   |
| Generalandadministrative        |  |                                  | 2,258   |                               |  |                                    | 675      |                                   |  |   | 2,933    |    |  |   | 2,954   |   |
| Gainon reorganization           |  |                                  | — |                               |  |                                    | (113,966 | )                                 |  |   | (113,966 | )  |  |   | — |   |
| Salesandmarketing               |  |                                  | 5,384   |                               |  |                                    | 2,645    |                                   |  |   | 8,029    |    |  |   | 7,548   |   |
| Depreciationandamortization     |  |                                  | 8,642   |                               |  |                                    | 2,273    |                                   |  |   | 10,915   |    |  |   | 13,997  |   |
| Totaloperating (income)expenses |  | $                                     | 36,592  |                               |  | $                                       | (99,342  | )                                 |  | $      | (62,750  | )  |  | $      | 51,330  |   |
|                                 |

Costof service

Cost of service was $ 18.3 million for the two-monthperiod ended March 31, 2005 and $7.8 million for the month endedJanuary 31, 2005. For the three-month period ended March 31, 2005, costof services was $26.0 million compared to $22.7 million for thethree-month period ended March 31, 2004. The increase of $3.3 million,or 14.8%, was primarily due to an increase in the reciprocalSprint travel rate per minute from $.041 to $.058 and an increase inthe Sprint affiliate fees due to an increase in revenue.

Merchandise cost of sales

Merchandise cost of sales was$2.0 million for the two-month period ended March 31, 2005 and $1.3million for the month ended January 31, 2005. For the three-monthperiod ended March 31, 2005, total merchandise cost of sales was $3.3million compared to $4.1 million for the three-month period ended March31, 2004. The decrease of $0.8 million, or 20.4%, resulted froma $0.3 million reduction in the cost of handsets sold, $0.3 millionreduction from additional mail in rebates on equipment purchases, and adecrease of $0.2 million in equipment subsidies.

General andadministrative expenses

General and administrative expenseswere $2.2 million for the two-month period ended March 31, 2005 and$0.7 million for the month ended January 31, 2005. For the three-monthperiod ended March  31, 2005, total general and administrativeexpenses were $2.9 million compared to $3.0 million for the three-monthperiod ended March 31, 2004. General and administrative expensesremained reasonably consistent for the three-month period ended March31, 2005 and the three-month period ended March 31, 2004.

Gainon reorganization

Gain on reorganization income for the periodended January 31, 2005 totaled $114.0  million. Gain onreorganization income consists of those items incurred as a directresult of our Chapter 11 filing as well as the effects of fresh-startaccounting adopted on February  1, 2005. Gain on reorganizationincome was comprised of $122.8  million as the result offresh-start accounting and the revaluation of our assets andliabilities to their fair value, $11.1 million related to the Sprintsimplification settlement, offset, in part, by $11.2  million ofexpense for the write-off of the unamortized financing fees and$8.8  million of professional fees and other expenses related tothe reorganization. The $122.8  million as the result offresh-start accounting consisted primarily of an increase of $54.8million associated with the appraised value of the Sprint agreement,$62.0 million associated with the appraised value of our customer baseagreements and $33.7 million of other fair value adjustments offset, inpart, by a write-down of property and equipment of $27.7million.

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Sales and marketing expenses

Sales and marketing expenses were $5.4 million for the two-monthperiod ended March 31, 2005 and $2.6 million for the month endedJanuary 31, 2005. For the three-month period ended March 31, 2005,total sales and marketing expenses were $8.0 million compared to $7.5million for the three-month period ended March 31, 2004. The increaseof $.5 million, or 6.4%, resulted primarily from an increase inhandset subsidy and service bureau fees offset, in part, by a decreasein national commissions.

Depreciation and amortizationexpense

Depreciation and amortization expense was $8.6 millionfor the two-month period ended March 31, 2005 and $2.3 million for themonth ended January 31, 2005. For the three-month period ended March31, 2005, total depreciation and amortization expenses were $10.9million compared to $14.0 million for the three-month period endedMarch 31, 2004. The decrease of $3.1 million, or 22.1%, resultedprimarily from a full period of amortization of the Predecessor Companysubscriber base in 2004 while the 2005 activity only reflects SuccessorCompany amortization from the date of fresh-start accountingforward.

OtherIncome/(Expense)

|                              |  |                                       |         |                                    |  |                                         |         |                                         |  |        |         |         |  |        |         |         |  |  |
|------------------------------|--|---------------------------------------|---------|------------------------------------|--|-----------------------------------------|---------|-----------------------------------------|--|--------|---------|---------|--|--------|---------|---------|--|--|
|                         |  | SuccessorCompany                      |         | PredecessorCompany                 |  |                                    |         | PredecessorCompany                      |
|                         |  | For theTwo Months EndedMarch 31, 2005 |         | For the MonthEndedJanuary 31, 2005 |  | For the Three MonthsEndedMarch 31, 2005 |         | For the Three MonthsEndedMarch 31, 2004 |
|                         |  | (Inthousands)                         |
| Interestexpense              |  | $                                     | (4,811  | )                             |  | $                                       | (1,772  | )                                  |  | $      | (6,583  | )  |  | $      | (11,406 | )  |
| Interestincome               |  |                                  | 517     |                               |  |                                    | 18      |                                    |  |   | 535     |    |  |   | 92      |    |
| Gainon extinguishment ofdebt |  |                                  | — |                               |  |                                    | 76,942  |                                    |  |   | 76,942  |    |  |   | — |    |
| Losson assetsale             |  |                                  | — |                               |  |                                    | — |                                    |  |   | — |    |  |   | (25     | )  |
| Totalother income(expense),  |  | $                                     | (4,294  | )                             |  | $                                       | 75,188  |                                    |  | $      | 70,894  |    |  | $      | 11,339  |    |
|                              |

InterestExpense

Interest expense was $4.8 million for the two-monthperiod ended March 31, 2005 and $1.8 million for the month endedJanuary 31, 2005. For the three-month period ended March 31, 2005 totalinterest expense was $6.6 million compared to $11.4 million for thethree-month period ended March 31, 2004. The decrease of $4.8 million,or 42.3%, resulted from the restructuring of debt associatedwith our Plan of Reorganization.

Interest Income

Interest income was $517,000 for the two-month period ended March31, 2005 and $18,000 for the month ended January 31, 2005. For thethree-month period ended March 31, 2005 total interest income was$535,000 compared to $92,000 for the three-month period ended March 31,2004. The increase of $443,000, resulted from increased cash depositlevels associated with proceeds of our bond offering and an increase inrelated interest rates.

Gain on extinguishment ofdebt 

For the period ended January 31, 2005, we recordedincome of $76.9  million for the cancellation of debt that wasexchanged for equity in the reorganized company upon our emergence frombankruptcy. The gain on the extinguishment of debt was calculated asthe book value of the debt, and related accrued interest, less the fairvalue of the new common stock issued in exchange.

PerformanceMeasurements and Metrics

The wireless telecommunicationsindustry uses terms such as subscriber additions, average revenue peruser, churn and cost per gross addition as performance measurements ormetrics. None of 

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these terms are measures of financialperformance under GAAP. When we use these terms, they may not becomparable to similar terms used by other wireless telecommunicationscompanies. These industry metrics are disclosedbelow.

|                                   |  |                                  |         |         |  |        |         |         |  |  |
|-----------------------------------|--|----------------------------------|---------|---------|--|--------|---------|---------|--|--|
|                              |  | Three-monthperiod ended March31, |
|                              |  | 2005                             |         | 2004    |
| Subscribers                       |  |                             |    |    |  |   |    |    |
| GrossAdditions                    |  |                             | 27,455  |    |  |   | 27,274  |    |
| NetAdditions                      |  |                             | 5,246   |    |  |   | 5,063   |    |
| TotalCustomers                    |  |                             | 242,657 |    |  |   | 220,074 |    |
| Churn,monthly                     |  |                             | 2.8     | %  |  |   | 3.1     | %  |
|                              |  |                             |    |    |  |   |    |    |
| AverageRevenue Per User,Monthly   |  |                             |    |    |  |   |    |    |
| IncludingRoaming                  |  | $                                | 63.88   |    |  | $      | 63.69   |    |
| WithoutRoaming                    |  | $                                | 49.55   |    |  | $      | 50.52   |    |
|                              |  |
| CashCost Per User, Monthly        |  |
| IncludingRoaming                  |  | $                                | 40.31   |    |  | $      | 37.95   |    |
| WithoutRoaming                    |  | $                                | 29.23   |    |  | $      | 28.61   |    |
|                              |  |
| CostPer GrossAddition             |  | $                                | 342     |    |  | $      | 345     |    |
|                              |  |
| Resellersubscribers               |  |                             | 101,416 |    |  |   | 58,101  |    |
|                              |  |
| AverageMonthly MOUs PerSubscriber |  |
| Home                              |  |                             | 583     |    |  |   | 480     |    |
| Roamingoff ourNetwork             |  |                             | 174     |    |  |   | 182     |    |
|                              |  |
| SystemMOUs(Millions)              |  |
| Subscriber                        |  |                             | 419     |    |  |   | 313     |    |
| Roaming                           |  |                             | 172     |    |  |   | 160     |    |
|                              |  |
| LicensedPOPs (Millions)           |  |                             | 6.2     |    |  |   | 6.3     |    |
| Covered POPs(Millions)            |  |                             | 4.8     |    |  |   | 4.8     |    |
| Towers (owned andleased)          |  |                             | 724     |    |  |   | 693     |    |
|                                   |

Subscribers

We refer to our customers as"subscribers". Gross additions refer to thetotal number of new subscribers added during the period. Netsubscribers refer to the total number of new subscriber additionsduring the period reduced by any subscribers that have cancelled orterminated their service with us during this same period.

Churn

Churn is the monthly rate of customer turnoverexpressed as a percentage of our overall average customers for thereporting period. Customer turnover includes both customers thatelected voluntarily to discontinue using our service and customers thatwere involuntarily terminated from using our service because ofnon-payment. Churn is calculated by dividing the sum of (i) the numberof customers that discontinue service; (ii) less those customersdiscontinuing their service within 30 days of their original activationdate; and (iii) adding back those customers that reactivate theirservice, by our overall average customers for the reporting period; anddividing the result by the number of months in the period.

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Subscriber and Roaming Revenue

Subscriber revenue consists primarily of a basicservice plan (where the customer purchases a pre-allotted number ofminutes for voice and/or data transmission); airtime (which consists ofbillings for minutes that either exceed or are not covered by the basicservice plan); long distance; and charges associated with traveloutside our service area.

Roaming revenueconsists primarily of Sprint PCS travel revenue and foreign roamingrevenue. Sprint PCS travel revenue is generated on a per minute basiswhen a Sprint PCS subscriber or another affiliate-managed customeroutside of our markets uses our service when traveling through ourmarkets. Sprint PCS travel expense is generated on a per minute basiswhen our subscribers travel outside our market area and use theSprint/affiliate network. Historically, our Sprint PCS travel revenueexceeds our Sprint PCS travel expense. Foreign roaming revenue isgenerated when a non-Sprint PCS customer uses our service whentraveling through our markets. We recognize reseller usage, as definedin "Reseller Subscribers", as foreignroaming.

Average Revenue per User

Average revenue per user ("ARPU")is the average monthly service revenue per subscriber and is calculatedby dividing total subscriber revenue for the period by the averagenumber of subscribers during the period. We present ARPU excluding andincluding roaming revenue.

Cash Cost per User

Cash cost per user("CCPU") is a measure of the costs to operateour business on a per subscriber basis consisting of costs of serviceand operations, including handset subsidies on equipment sold toexisting subscribers, and general and administrative expenses butexcluding restructuring expenses. We present CCPU both including andexcluding roaming expenses. These roaming charges are paid to SprintPCS, Sprint PCS affiliates and other carriers when our subscribers usetheir networks.

Cost per Gross Addition

Cost per gross addition("CPGA") summarizes the average cost toacquire new customers during the reporting period. CPGA is computed byadding sales and marketing expenses and merchandise cost of sales andreducing the amount by the revenue from merchandise sales. The netamount is divided by the total of subscriber gross additions for theperiod.

Average Monthly Minutes of Use perSubscriber

We calculate average monthlyminutes of use ("MOUs") per subscriber toprovide us with an indication of the effectiveness of our basic serviceplans. We calculate average monthly MOUs per subscriber by dividingtotal subscriber minutes with and without roaming by the average numberof our subscribers.

Reseller Subscribers

We participate in a reseller program in our servicearea through Sprint PCS as part of the partnership with Sprint PCS. Theagreement allows various resellers to sell wireless services (pre andpost pay) and pay us for use of our network on a per minute basis.

System Minutes of Use

System MOUsprovide an indication of total network("system") usage. We track and evaluatenetwork usage for our subscribers as well as other Sprint PCS, SprintPCS affiliates and non-Sprint PCS subscribers using our network inorder to assess network capacity.

Resident Population/ServiceArea

Our service area comprises a population("Licensed POPs") of approximately 6.2million residents. When we use the term "CoveredPOPs", we refer to that portion of residents in ourservice area that have service available as a result of our networkbuild out. The number of people in our service area does not representthe number of Sprint PCS subscribers that we expect to have in ourservice area.

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IWO HOLDINGS INC.AND SUBSIDIARIES(UNAUDITED)(Dollars in thousands, except peruser and per add amounts)

Reconciliation of Non-GAAP FinancialMeasures

|                                                   |  |                                         |         |                                        |  |        |
|---------------------------------------------------|--|-----------------------------------------|---------|----------------------------------------|--|--------|
|                                              |  |                                    |         | PredecessorCompany                     |
|                                              |  | For the ThreeMonthsEnded March 31, 2005 |         | For the Three MonthsEndedMarch 31,2004 |
|                                              |  |                                    |    |                                   |  |   |   |   |
| **ARPU**                                          |  |                                    |    |                                   |  |   |   |   |
| SubscriberRevenue                                 |  | $                                       | 35,614  |                                   |  | $      | 32,971 |   |
| RoamingRevenue                                    |  |                                    | 10,298  |                                   |  |   | 8,597 |   |
| Totalservicerevenue                               |  | $                                       | 45,912  |                                   |  | $      | 41,568 |   |
| Averagesubscribers                                |  |                                    | 239,587 |                                   |  |   | 217,543 |   |
| Averagerevenue per user including roaming,monthly |  | $                                       | 63.88   |                                   |  | $      | 63.69 |   |
| Averagerevenue per user without roaming,monthly   |  | $                                       | 49.55   |                                   |  | $      | 50.52 |   |
|                                              |  |                                    |    |                                   |  |   |   |   |
| **CCPU**                                          |  |                                    |    |                                   |  |   |   |   |
| Costof service androaming                         |  | $                                       | 26,041  |                                   |  | $      | 22,689 |   |
| plus:General and administrativeexpenses           |  |                                    | 2,933   |                                   |  |   | 2,954 |   |
| less:Restructuringcosts                           |  |                                    | — |                                   |  |   | (873 | )  |
| Totalcash costs includingroaming                  |  |                                    | 28,974  |                                   |  |   | 24,770 |   |
| less: Roamingexpense                              |  |                                    | (7,968  | )                                 |  |   | (6,099 | )  |
| Totalcash costs withoutroaming                    |  | $                                       | 21,006  |                                   |  | $      | 18,671 |   |
| Averagesubscribers                                |  |                                    | 239,587 |                                   |  |   | 217,543 |   |
| Cashcost per user,monthly                         |  | $                                       | 40.31   |                                   |  | $      | 37.95 |   |
| Cash cost peruser without roaming,monthly         |  | $                                       | 29.23   |                                   |  | $      | 28.61 |   |
|                                              |  |                                    |    |                                   |  |   |   |   |
| **CPGA**                                          |  |                                    |    |                                   |  |   |   |   |
| Salesand marketing                                |  | $                                       | 8,029   |                                   |  | $      | 7,548 |   |
| less:Equipment revenue, net of upgraderevenue     |  |                                    | (1,947  | )                                 |  |   | (2,285 | )  |
| plus: Costof equipment, net of cost ofupgrades    |  |                                    | 3,298   |                                   |  |   | 4,142 |   |
| Totalcosts ofacquisition                          |  | $                                       | 9,380   |                                   |  | $      | 9,405 |   |
| Grossadds                                         |  |                                    | 27,455  |                                   |  |   | 27,274 |   |
| Cost per grossadd                                 |  | $                                       | 342     |                                   |  | $      | 345 |   |
|                                                   |

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Liquidity and Capital Resources

On January 4, 2005, we filed voluntary petitions in the BankruptcyCourt seeking relief under the Bankruptcy Code. Upon filing thepetition, we continued to operate our businesses asdebtors-in-possession under the jurisdiction of the Bankruptcy Courtand in accordance with the applicable provision of the Bankruptcy Codeand the orders of the Bankruptcy Court.

As previously discussed,the Company on February 9, 2005, the Bankruptcy Court entered an orderconfirming the Company's Plan of Reorganization (effectiveFebruary 10, 2005). Pursuant to the Plan of Reorganization, on February10, 2005, IWO Escrow was merged into us and we assumed new notes foraggregate proceeds of approximately $232.7 million. We repaid in fulland terminated the existing $215.0 million senior credit facility. Our$160.0 million senior notes were cancelled and exchanged for 5,000,005shares of new common stock. Our existing common stock, all of which wasowned by US Unwired, was cancelled, with no distributions or paymentsthereon. As a result of the merger, we assumed all obligations of IWOEscrow, including those under the new notes described below.

OnJanuary 6, 2005, IWO Escrow issued $150.0 million aggregate principalamount of Senior Secured Floating Rate Notes due 2012 for proceeds of$145.4 million, net of underwriting and escrow fees. Interest paymentsfor the Senior Secured Floating Rate Notes are due on each April 15,July 15, October 15 and January 15, commencing on April 15, 2005. As aresult of our assuming the obligations under the Senior SecuredFloating Rate Notes, we are required to comply with certain covenantsthat restrict our ability to incur additional indebtedness, paydividends, make repayments on indebtedness that are subordinated to theSenior Secured Floating Rate Notes and to make certain other restrictedpayments, incur certain liens, use proceeds from sales of assets, enterinto business combination transactions (including mergers,consolidations and asset sales), enter into transactions withaffiliates and permit restrictions on the payment of dividends byrestricted subsidiaries. The indenture governing the Senior SecuredFloating Rate Notes does not contain financial maintenance covenants.The Senior Secured Floating Rate Notes rank equally in right of paymentwith any of our senior indebtedness and senior in right of payment toany of the subordinated indebtedness. All obligations under the SeniorSecured Floating Rate Notes are guaranteed on a senior, secured basisby us and will be guaranteed by future subsidiaries except certainforeign and certain domestic subsidiaries. The Senior Secured FloatingRate Notes and the guarantees are collateralized by a first prioritysecurity interest in substantially all of our assets.

On January6, 2005, IWO Escrow also issued $140.0 million aggregate principalamount at maturity of 10.75% Senior Discount Notes due 2015 forproceeds of $80.1 million, net of underwriting and escrow fees.Interest on the 10.75% Senior Discount Notes will accruesemi-annually until July 15, 2010, in the form of an increase in theaccreted value of the 10.75% Senior Discount Notes. Thereafter,cash interest on the 10.75% Senior Discount Notes will accrueand be payable semi-annually in arrears on each January 15 and July 15.As a result of our assuming the obligations under the 10.75%Senior Discount Notes, we are required to comply with certain covenantsthat restrict our ability to incur additional indebtedness, paydividends, make repayments on indebtedness that are subordinated to theSenior Discount Notes and to make certain other restricted payments,incur certain liens, use proceeds from sales of assets, enter intobusiness combination transactions (including mergers, consolidationsand asset sales), enter into transactions with affiliates and permitrestrictions on the payment of dividends by restricted subsidiaries.The indenture governing the Senior Discount Notes does not containfinancial maintenance covenants. All obligations under the SeniorDiscount Notes are guaranteed on a senior basis by us, and will beguaranteed by future subsidiaries except certain foreign and certaindomestic subsidiaries.

During the two months ended March 31,2005, we used $2.5 million in cash for operating activities, and weused $3.1 million in cash for investing activities. Net cash used inoperating activities consisted primarily of a net loss of $5.6 millionconsisting of non-cash expenses in the amount of $9.3 million,consisting primarily of $7.0 million for amortization and depreciationand $2.0 million for the accretion of debt, and changes in operatingassets and liabilities consumed $6.3 million in cash for 

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operating activities. Management believesthat our current cash on hand and cash from operations will besufficient to fund needs for operating cash and our capitalexpenditures for at least the next twelve months.

Seasonality

Like the wireless communications industry ingeneral, there is an increase in subscriber additions in the fourthquarter due to the holiday season. A greater number of phones sold atholiday promotional prices causes our losses on merchandise sales toincrease. Our sales and marketing expenses also increase with holidaypromotional activities. We generally have the strongest demand fornetwork usage and our weakest demand for new wireless services duringthe summer. We expect these trends to continue based on historicaloperating results.

Item 3.    Quantitative and QualitativeDisclosures about Market Risk

We do not engage in derivativesor other financial instruments for trading, speculative or hedgingpurposes, though we may do so from time to time if such instruments areavailable to us on acceptable terms and prevailing market conditionsare accommodating. We have been subject to some interest rate risk onour senior secured floating rate notes and could be subject to interestrate risk on any future floating rate financing.

Our primaryinterest rate risk exposures relate to (i) the interest rate onlong-term borrowings; (ii) our ability to refinance our debt atmaturity at market rates; and (iii) the impact of interest ratemovements on our ability to meet interest expense requirements.

Our variable rate debt consists of Senior Secured Floating RateNotes ($150.0 million at March  31, 2005). The Senior SecuredFloating Rate Notes bear interest at the applicable Eurodollar rate,currently at 6.32%.

A one percent increase (decrease) inthe variable interest rate would result in a $1.5 million increase(decrease) in the related interest expense on an average annual basisbased upon borrowings outstanding at March 31, 2005.

Item4.    Controls and Procedures

We maintain disclosure controlsand procedures that are designed to ensure that information required tobe disclosed by us in the reports filed under the Securities ExchangeAct of 1934, as amended, is recorded, processed, summarized andreported within the time periods specified in the SEC's rules andforms. Our management, including our Chief Executive Officer and ChiefFinancial Officer, conducted an evaluation of the effectiveness of thedesign and operation of our disclosure controls and procedures.

On June 14, 2005, our management and the Audit Committee of ourBoard of Directors concluded that our financial statements for theinterim periods ending January 31, 2005 and March 31, 2005 should berestated to correct certain errors relating to accounting fordepreciation and general and administrative expenses, and that suchpreviously filed interim financial statements should no longer berelied upon. Ernst & Young LLP, our independent registered publicaccounting firm, has advised us that it concurs with ourconclusion.

Based on the Public Company Accounting OversightBoard's Auditing Standard No. 2, An Audit of Internal ControlOver Financial Reporting Performed in Conjunction With an Audit ofFinancial Statements, restatement of financial statements in priorfilings with the SEC is a strong indicator of the existence of a"material weakness" in the design oroperation of internal control over financial reporting. Although we arenot an "accelerated filer" within the meaningof the rules implementing Section 404 of the Sarbanes-Oxley Act of 2002and therefore are not required to include in this reportmanagement's assessment of the effectiveness of our internalcontrol over financial reporting (as defined in Rules 13a-15(f) and15d-15(f) of the Securities Exchange Act of 1934, as amended) as ofMarch 31, 2005, management has concluded that, because we were requiredto restate our financial 

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statements as a result of errors describedabove, a material weakness existed in our internal control overfinancial reporting as of the date of this report and, to this extent,our disclosure controls and procedures were not effective. Inconnection with correcting our methodology of accounting fordepreciation and general and administrative expenses, we areinstituting procedures to remediate this material weakness.

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Part II.    Other Information

Item 1.    Legal Proceedings

For a description of theconsummation of our Plan of Reorganization, please see"Part  I—Item 2. Management's Discussionand Analysis of Financial Condition and Results ofOperations—Business—Reorganization."

From time to time, we are involved in various legal proceedingsrelating to claims arising in the ordinary course of business. We arenot currently a party to any such legal proceedings, the adverseoutcome of which, individually or in the aggregate, is expected to havea material adverse effect on our business, financial condition orresults of operations.

Item 2.    Unregistered Sales ofEquity Securities and Use of Proceeds

On February  10,2005, the Company consummated the Plan of Reorganization. In connectionwith the Plan of Reorganization, the Company cancelled its formersenior notes and common stock. The Company's Amended and RestatedCertificate of Incorporation authorizes 9,950,000  shares of NewCommon Stock. Of such authorized shares, 5,000,005  shares havebeen distributed to the holders of the Company's former seniornotes. All of these shares of common stock were issued pursuant to thePlan of Reorganization in exchange for previously issued securitieswithout registration under the Securities Act of 1933 in reliance onthe provisions of Section  1145 of the United States BankruptcyCode. For further information concerning the new securities, referenceis made to Note  1 to the unaudited condensed consolidatedfinancial statements above and the Company's Annual Report onForm  10-K for the year ended December  31, 2004.

Item 3.    Defaults Upon Senior Securities

The Companydid not pay $21.7  million of interest due January  15,2005 on its former senior notes. As described in Item  2 above,in connection with the consummation of the Plan of Reorganization, theCompany cancelled its former senior notes and distributed shares of itscommon stock to the Company's former senior noteholders.

Item 4.    Submission of Matters to a Vote of SecurityHolders

None.

Item 5.    Other Information

None.

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Item 6.    Exhibits

|       |  |                                                                                                                                                                                                                                                                                 |  |  |  |  |
|-------|--|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--|--|--|--|
| 2.1   |  | Order of the Bankruptcy Court, dated February9, 2005, confirming the Company's Joint Plan of Reorganization,together with such Joint Plan of Reorganization, as so confirmed(incorporated by reference to Exhibit 2.1 to IWO Holdings, Inc.'sForm 8-K dated February 14, 2005). |
| 3.1   |  | Amended and Restated Certificate of Incorporationof IWO Holdings, Inc. (incorporated by reference to Exhibit 3.1 to IWOHoldings, Inc.'s Form 8-K dated February 14,2005).                                                                                                       |
| 3.2   |  | Amended and Restated Bylaws ofIWO Holdings, Inc. (incorporated by reference to Exhibit 3.2 to IWOHoldings, Inc.'s Form 8-K dated February 14,2005).                                                                                                                             |
| 31.1* |  | Certification of ChiefExecutive Officer pursuant to Rule  13a-14(a)/15d-14(a) of theSecurities Exchange Act of 1934, as adopted pursuant to Section 302 ofthe Sarbanes-Oxley Act of 2002.                                                                                       |
| 31.2* |  | Certification of Chief Financial Officerpursuant to Rule  13a-14(a)/15d-14(a) of the Securities ExchangeAct of 1934, as adopted pursuant to Section  302 of theSarbanes-Oxley Act of 2002.                                                                                      |
| 32.1* |  | Certification of Chief Executive Officerpursuant to 18  U.S.C. Section  1350, as adopted pursuantto Section  906 of the Sarbanes-Oxley Act of 2002.                                                                                                                             |
| 32.2* |  | Certification of Chief Financial Officerpursuant to 18  U.S.C. Section  1350, as adopted pursuantto Section  906 of the Sarbanes-Oxley Act of2002.                                                                                                                              |
|       |

|  |
|--|
|  |  |
|  |

|   |               |
|---|---------------|
| * | Filedherewith |

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SIGNATURES

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

|              |  |                                                       |  |  |  |  |
|--------------|--|-------------------------------------------------------|--|--|--|--|
| June20, 2005 |  | IWO HOLDINGS,INC.                                     |
|         |  | /s/RICHARD HARRISRichard HarrisChief FinancialOfficer |
|              |

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