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SECURITIESAND EXCHANGE COMMISSION Washington, D.C. 20549

FORM 10-Q

|        |                                                                                                                                        |
|--------|----------------------------------------------------------------------------------------------------------------------------------------|
|   | QUARTERLY REPORTPURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF1934 FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2005 OR |

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

Commission filenumber 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 May 13, 2005, the registrant had only one outstandingclass of common stock, of which there were 5,000,005 sharesoutstanding.

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|--|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|  | * 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 |    |   | 18     |   |
|       |  |                                                                                |    |   |   |   |
| Item3.     |  | Quantitative and Qualitative Disclosures about MarketRisk                           |    |   | 32     |   |
|       |  |                                                                                |    |   |   |   |
| Item4.     |  | Controls andProcedures                                                              |    |   | 32     |   |
|       |  |                                                                                |    |   |   |   |
| **PartII** |  | **OtherInformation**                                                                |    |   |   |   |
|       |  |                                                                                |    |   |   |   |
| Item1.     |  | Legal Proceedings                                                                   |    |   | 33     |   |
| Item 2.    |  | Unregistered Sales ofEquity Securities and Use of Proceeds                          |    |   | 33     |   |
| Item 3.    |  | Defaults Upon SeniorSecurities                                                      |    |   | 33     |   |
| Item4.     |  | Submission of Matters to a Vote of SecurityHolders                                  |    |   | 33     |   |
| Item5.     |  | Other Information                                                                   |    |   | 33     |   |
| Item6.     |  | Exhibits                                                                            |    |   | 34     |   |
| Signatures |  |                                                                                | 35 |   |
| 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)                             |
| **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                                                                                  |  |                           | 120,455 |                                |  |   | 150,796  |    |
| Goodwill                                                                                                   |  |                           | 28,457  |                                |  |   | —  |    |
| Intangibleassets, net                                                                                      |  |                           | 129,752 |                                |  |   | 17,331   |    |
| Otherassets                                                                                                |  |                           | 12,508  |                                |  |   | 13,643   |    |
| Totalassets                                                                                                |  | $                              | 341,597 |                                |  | $      | 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                                                                                            |  |                           | (5,582  | )                              |  |   | (636,479 | )  |
| Totalstockholders' equity(deficit)                                                                         |  |                           | 79,418  |                                |  |   | (190,029 | )  |
| Totalliabilities and stockholders' equity(deficit)                                                         |  | $                              | 341,597 |                                |  | $      | 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 |
| 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                       |  |                                  | 1,269   |                               |  |                                   | 1,664    |    |  |   | 2,954   |    |
| Gainon reorganization                          |  |                                  | — |                               |  |                                   | (114,955 | )  |  |   | — |    |
| Salesandmarketing                              |  |                                  | 5,384   |                               |  |                                   | 2,645    |    |  |   | 7,548   |    |
| Depreciationandamortization                    |  |                                  | 6,758   |                               |  |                                   | 2,273    |    |  |   | 13,997  |    |
| Totalexpense                                   |  |                                  | 33,719  |                               |  |                                   | (99,342  | )  |  |   | 51,330  |    |
| Operatingincome(loss)                          |  |                                  | (1,288  | )                             |  |                                   | 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)                                |  | $                                     | (5,582  | )                             |  | $                                      | 190,029  |    |  | $      | (18,732 | )  |
| Basicand diluted loss per share of commonstock |  | $                                     | (1.12   | )                             |  |                                   | 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 netloss                                |  |                           | — |                      |  |            | —  |    |  |   | (5,582   | )  |  |   | (5,582   | )  |
| SuccessorCompany balance at March 31,2005               |  | $                              | 50      |                      |  | $               | 84,950   |    |  | $      | (5,582   | )  |  | $      | 79,418   |    |
|                                                         |

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.

Plan ofReorganization

IWO is a restructured company. On January 4,2005, IWO and each of its subsidiaries (collectively, the"Debtors") filed voluntary petitions in theUnited States Bankruptcy Court for the District of Delaware (the"Bankruptcy Court") seeking relief under theprovisions of chapter 11 of title 11 of the United States Code (the"Bankruptcy Code") (the "Chapter11 Case"). In connection with the Chapter 11 Case, theDebtors also filed with the Bankruptcy Court on January 4, 2005 aproposed "pre-packaged" plan ofreorganization (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.

7

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Fresh Start Accounting

Pursuant tothe American Institute of Certified Public Accountants, or the AICPA,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 for businesscombinations. The excess of reorganization value over the fair value ofnet assets and liabilities is reported as goodwill. Certain assets aswell as related depreciation and amortization expense set forth on theCompany's financial statements give effect to the adjustmentsthat were the result of the adoption of fresh-start accounting.Accordingly, the Company's financial condition and results ofoperations from and after February 10, 2005, the effective date of thePlan of Reorganization, will not be comparable to the financialcondition or results of operations for prior periods.

Basis ofPresentation

The accompanying unaudited condensed consolidatedfinancial statements have been prepared in accordance with GAAP forinterim financial information and with the instructions to Form 10-Qand Article 10 of Regulation S-X. Accordingly, they do not include allof the information and footnotes required by GAAP for completefinancial statements. In the opinion of management, all adjustments(consisting of normal recurring accruals) considered necessary for fairpresentation have been included. Operating results for the periodspresented are not necessarily indicative of the results that may beexpected for the year ending December 31, 2005.

The condensedconsolidated balance sheet at December 31, 2004 has been derived fromthe audited financial statements at that date but does not include allof the information and footnotes required by GAAP for completefinancial statements. The condensed consolidated financial statementscontained herein should be read in conjunction with the financialstatements and notes included in the Form 10-K for IWO Holdings, Inc.for the year ended December 31, 2004, filed on March 31, 2005 with theSecurities and Exchange Commission. Certain reclassifications have beenmade to the financial statements for the three-month period ended March31, 2004 to conform to the presentation of the financial statementsherein.

Use of Management Estimates

The preparation ofcondensed consolidated financial statements in conformity with U.S.generally accepted accounting principles("GAAP") requires management to makeestimates and assumptions that affect the reported amounts of assetsand liabilities, and disclosures of contingent assets and liabilities,at the date of the financial statements, and the reported amounts ofrevenues and expenses during the reporting period. Actual results canvary from these estimates.

|          |                                           |
|----------|-------------------------------------------|
| 2.  | Summary ofSignificant Accounting Policies |

Revenue Recognition

The Company earns revenue by providing access to and usage of itsnetwork and sales of merchandise. Subscriber revenue consists primarilyof a basic service plan (where the customer 

8

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purchases a pre-allotted number of minutes forvoice and/or data transmission); airtime (which consists of billingsfor minutes that either exceed or are not covered by the basic serviceplan); long distance; and charges associated with travel outside ourservice area. Travel revenue is generated on a per-minute basis when aSprint subscriber outside of our markets uses the Company'sservice when traveling through the Company's markets. Foreignroaming revenue is generated when a non-Sprint customer uses theCompany's service when traveling through the Company'smarkets. The Company recognizes roaming revenue through an agreementthat allows a reseller to sell prepaid wireless services in itsmarkets. Revenues are recognized when amounts are considered to beearned 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.

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. The Company reducesrecorded revenue for rebates and discounts given to subscribers onwireless handsets 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 

9

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recover the recorded value over the remaininglife. The Company estimates future cash flows based on the currentperformance of the acquired assets and our business plan for thoseassets. Changes in business conditions, major customers or otherfactors could result in changes in those estimates. Goodwill or otherintangible assets determined to be unrecoverable based on future cashflows is written-off in the period in which such determination ismade.

Loss Per Share

Basic and diluted lossper share for the Successor Company are calculated by dividing the netloss available to common stockholders by the weighted average number ofshares of common stock outstanding of the Company. Diluted earnings pershare reflects the potential dilution that could occur if securities orother contracts to issue common stock were exercised or converted intocommon stock or resulted in the issuance of common stock that thenshared in the earnings of the Company (such as stock options andwarrants). Per share information is not presented for the PredecessorCompany.

The following table provides the basis for thecalculation of basic and diluted earnings pershare:

|                                                    |  |                                    |           |         |  |  |
|----------------------------------------------------|--|------------------------------------|-----------|---------|--|--|
|                                               |  | Twomonths ended March 31, 2005     |
|                                               |  | (Inthousands, except shareamounts) |
| Numerator:                                         |  |                               |      |    |
| Netloss                                            |  | $                                  | (5,582    | )  |
| 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) |
| Net loss, asreported                                           |  | $                                      | (5,582 | )  |
| Lessnon-cash stock compensation in accordance with SFAS No.123 |  |                                   | (202   | )  |
| Pro-forma                                                      |  | $                                      | (5,784 | )  |
| Basicand diluted loss per share:                               |  |
| Asreported                                                     |  | $                                      | (1.12  | )  |
| Pro-forma                                                      |  | $                                      | (1.16  | )  |
|                                                                |

10

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New Accounting Pronouncements

OnDecember 16, 2004, the FASB issued Statement No. 123 (revised 2004),"Share-Based Payment" which is a revision ofSFAS No.  123, "Accounting for Stock-BasedCorporation." Statement 123R supersedes APB No. 25,"Accounting for Stock Issued to Employees"and amends SFAS No. 95, "Statement of CashFlows." The Company intends to adopt SFAS No. 123R onJanuary 1, 2006 and is analyzing the method by which the new statementwill be adopted and its impact.

3.    Liquidity and CapitalResources

Financing Transactions

On January 4, 2005,the Company filed voluntary petitions in the Bankruptcy Court seekingrelief under the Bankruptcy Code. Upon filing the petition, theCompany's continued to operate its 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 discussedin Note 1, 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 the Company and the Companyassumed new notes for aggregate proceeds of approximately $232.7million. The Company repaid in full and terminated its existing $215.0million senior credit facility. The Company's $160.0 millionsenior notes were cancelled and exchanged for 5,000,005 shares of newcommon stock. The existing common stock of the Company, all of whichwas owned by US Unwired, was cancelled, with no distributions orpayments thereon. As a result of the merger, we assumed all obligationsof IWO Escrow, including those under the new notes described below.

On January 6, 2005, IWO Escrow issued $150.0 million aggregateprincipal amount of Senior Secured Floating Rate Notes due 2012 forproceeds of $145.4 million, net of underwriting and escrow fees.Interest payments for the Senior Secured Floating Rate Notes are due oneach April 15, July 15, October 15 and January 15, commencing on April15, 2005. As a result of the Company's assuming the obligationsunder the Senior Secured Floating Rate Notes, the Company is requiredto comply with certain covenants that restrict its ability to incuradditional indebtedness, pay dividends, make repayments on indebtednessthat is subordinated to the Senior Secured Floating Rate Notes and tomake certain other restricted payments, incur certain liens, useproceeds from sales of assets, enter into business combinationtransactions (including mergers, consolidations and asset sales), enterinto transactions with affiliates and permit restrictions on thepayment of dividends by restricted subsidiaries. The indenturegoverning the Senior Secured Floating Rate Notes does not containfinancial maintenance covenants. The Senior Secured Floating Rate Notesrank equally in right of payment with any of our senior indebtednessand senior in right of payment to any of the Company'ssubordinated indebtedness. All obligations under the Senior SecuredFloating Rate Notes are guaranteed on a senior, secured basis by theCompany 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 the Company'sassets.

On January 6, 2005, IWO Escrow also issued $140.0million aggregate principal amount at maturity of 10.75% SeniorDiscount Notes due 2015 for proceeds of $80.1 million, net ofunderwriting and escrow fees. Interest on the 10.75% SeniorDiscount Notes will accrue semi-annually until July 15, 2010, in theform of an increase in the accreted value of the 10.75% SeniorDiscount Notes. Thereafter, cash interest on the 10.75% SeniorDiscount Notes will accrue and be payable semi-annually in arrears oneach January 15 and July 15. As a result of the Company assuming theobligations under the 10.75% Senior Discount Notes, the Companyis required to comply with certain covenants that restrict its abilityto incur additional indebtedness, pay dividends, make repayments onindebtedness that is subordinated to the Senior Discount Notes and tomake certain other restricted payments, incur certain liens, useproceeds from sales of assets, enter into business combinationtransactions (including mergers, consolidations and asset sales), enterinto transactions with affiliates 

11

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and permit restrictions on the payment ofdividends by restricted subsidiaries. The indenture governing theSenior Discount Notes does not contain financial maintenance covenants.All obligations under the Senior Discount Notes are guaranteed on asenior basis by the Company, and will be guaranteed by futuresubsidiaries except certain foreign and certain domesticsubsidiaries.

Under a registration rights agreement entered intoas part of the offering of the new notes, the Company is required to(i) file a registration statement with the SEC within 120 days afterJanuary 6, 2005, the date of the completion of the offering of the newnotes, (ii) use our reasonable best efforts to cause the registrationstatement to become effective within 210 days after January 6, 2005,and (iii) use our reasonable best efforts to complete the exchangeoffer within 30 business days after the effectiveness of the requiredregistration statement. Pursuant to the registration agreement, theCompany filed a registration statement with the SEC on May 3, 2005.There are no credit ratings related triggers in the indenturesgoverning new notes that would impact the cost of borrowing, annualamortization of principal or related indebtedness maturity. Theindentures contain customary events of default, which, if triggered,could cause acceleration of the new notes.

CreditFacility

On December 20, 1999, a senior secured credit facilitywas entered into by and among the Predecessor Company's principaloperating subsidiary, JPMorgan Chase Bank, N.A., as administrativeagent, and each of the other entities from time to time party thereto,as lenders. The credit facility was collateralized by substantially allof the tangible and intangible assets, including all of the issued andoutstanding shares. In connection with the consummation of our Plan ofReorganization and pursuant to a payoff letter dated February 10, 2005,all of the liabilities, obligations and indebtedness under the creditfacility, which consisted of $215.0 million in respect of principaloutstanding under the credit facility plus accrued interest thereon andfees and expenses, were paid in full. Upon payment in full of theamounts specified in the payoff letter, the credit facility wasterminated.

Liquidity Following the Plan ofReorganization

The Company's liquidity needs includeobligations under the new notes and other long-term obligations. Inaddition, the Company expects to have significant capital expenditurerequirements in future years. The amended affiliation agreements withSprint PCS require the Company to construct and operate 103 additionalcell sites (40 of which were completed as of March 31, 2005) in ourterritory by 2008. The Company also expects to construct other sites toexpand capacity. Additionally, during the next four years the Companyexpects to make capital expenditures to upgrade base stations on amajority of towers as a result of the expected obsolescence of theLucent Technologies mini-cell and micro-cell technology. Based oncurrent pricing and other assumptions, the Company estimates that itwill be required to spend an aggregate of approximately $23.0 millionfrom 2005 to 2008 to upgrade our base stations. We expect that during2005 our total capital expenditures will be approximately $21.0million, including an estimated $7.0 million for the construction of 29additional expansion sites.

12

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4.    Details of CertainBalance Sheet Accounts

Major categories of property andequipment at March 31, 2005 and December 31, 2004 were asfollows:

|                                              |  |                                 |         |                                     |  |        |         |         |  |  |
|----------------------------------------------|--|---------------------------------|---------|-------------------------------------|--|--------|---------|---------|--|--|
|                                         |  | SuccessorCompany March 31, 2005 |         | Predecessor CompanyDecember31, 2004 |
|                                         |  | (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 |  |                            | (2,497  | )                              |  |   | (67,467 | )  |
| Totalproperty and equipment,net              |  | $                               | 120,455 |                                |  | $      | 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.

Intangible assets at March 31,2005 and December 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.

13

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|          |                      |
|----------|----------------------|
| 5.  | Long-TermObligations |

Long-term obligations at March 31, 2005 andDecember 31, 2004 were asfollows:

|                                                   |  |                                |         |                                     |  |        |         |        |  |  |
|---------------------------------------------------|--|--------------------------------|---------|-------------------------------------|--|--------|---------|--------|--|--|
|                                              |  | 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 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 of

14

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Reorganization constituted a change ofownership for the Company's tax attributes under IRC Section 382and will result in limitation to the utilization of the Company'snet operating loss carryforwards.

In assessing the possibilityof realization of deferred tax assets at March 31, 2005, the Companyconsidered whether it was more likely than not that some portion or allof the deferred tax assets would not be realized. The ultimaterealization of deferred tax assets is dependent upon the generation offuture taxable income during the periods in which those temporarydifferences become deductible. The Company considers the scheduledreversal of deferred tax liabilities, projected future taxable incomeand tax planning strategies in making this assessment. Based upon theseconsiderations, the Company provided a valuation allowance to reducethe carrying value of certain of its deferred tax assets. The Companyis in process of evaluating 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 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.

15

----

|                                                                                            |  |                           |          |                                            |  |                            |          |                  |  |        |         |        |  |  |
|--------------------------------------------------------------------------------------------|--|---------------------------|----------|--------------------------------------------|--|----------------------------|----------|------------------|--|--------|---------|--------|--|--|
| IWOHOLDINGS, INC. AND SUBSIDIARIES Condensed ConsolidatedBalance Sheet at February 1, 2005 |  |
|                                                                                       |  | Pre-ReorganizationBalance |          | Reorganization& Fresh StartAdjustments |  | Post-ReorganizationBalance |
|                                                                                       |  | (In thousands)            |
| Cash andcashequivalents                                                                    |  | $                         | 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                                                                                   |  |                      | —  |                                       |  |                       | 28,457   | (a)         |  |   | 28,457  |   |
| **Totalassets**                                                                            |  | $                         | 232,288  |                                       |  | $                          | 118,928  |             |  | $      | 351,216 |   |
| Accountspayable                                                                            |  | $                         | 23,484   |                                       |  | $                          | (15,790) | (a)(i)      |  | $      | 7,694   |   |
| Accruedexpenses                                                                            |  |                      | 17,522   |                                       |  |                       | 8,280    | )(a)(i)     |  |   | 25,802  |   |
| Deferredsubscriber activationrevenue—current                                         |  |                      | 1,148    |                                       |  |                       | (1,148   | )(a)        |  |   | — |   |
| Currentmaturities of long-termobligations                                                  |  |                      | 215,000  |                                       |  |                       | (215,000 | )(f)        |  |   | — |   |
| **Totalcurrentliabilities**                                                                |  |                      | 257,154  |                                       |  |                       | (223,658 | )           |  |   | 33,496  |   |
| 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  |                                       |  |                       | 3,211    |             |  |   | 266,216 |   |
| 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)                                   |  |                       |     |             |
|                                                                                       |  |                      | 15,790   | (a)                                   |  |                       |     |             |
|                                                                                       |  |                      | 5,242    | (a)                                   |  |                       |     |             |
|                                                                                       |  |                      | 609      | (a)                                   |  |                       |     |             |
|                                                                                       |  |                      | (8,757   | )(a)                                  |  |
|                                                                                       |  |                      | 21,651   | (b)                                   |  |                       |     |             |
|                                                                                       |  |                      | 140,291  | (b)                                   |  |                       |     |             |
|                                                                                       |  |                      | (49      | )(c)                                  |  |                       |     |             |
|                                                                                       |  |                      | 446,449  | (c)                                   |  |                       |     |             |
|                                                                                       |  |                      | (84,950  | )(d)                                  |  |                       |     |             |
|                                                                                       |  |                      | (17,720  | )(f)(g)                               |  |
|                                                                                       |  |                      | 477      | (i)                                   |  |
|                                                                                       |  |                      | 28,457   | (a)                                   |  |                       |     |             |
|                                                                                       |  |                      |     |                                       |  |                       |     |             |  |   |    |   |
| **Totalstockholder's (deficit)equity**                                                     |  |                      | (192,659 | )                                     |  |                       | 277,659  |             |  |   | 85,000  |   |
| **Totalliabilities and stockholder's (deficit)equity**                                     |  | $                         | 232,288  |                                       |  | $                          | 118,928  |             |  | $      | 351,216 |   |
|                                                                                            |

|  |
|--|
|  |  |
|  |

|     |                                                                                                                           |
|-----|---------------------------------------------------------------------------------------------------------------------------|
| (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. |

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

16

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|     |                                                                                                    |
|-----|----------------------------------------------------------------------------------------------------|
| (d) | Reflects the restatementof the Successor Company stockholders' equity under fresh-startaccounting. |

|     |                                                                |
|-----|----------------------------------------------------------------|
| (e) | Reflects financing costs forthe issuance of the notes offered. |

|     |                                                                             |
|-----|-----------------------------------------------------------------------------|
| (f) | Reflects the repayment and termination of our former seniorcredit facility. |

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

|     |                                                                                                                                                                             |
|-----|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| (h) | Reflects the cash proceeds remaining after repaymentof our former senior credit facility and payment of the estimatedfinancing costs for the issuance of the notes offered. |

|     |                                                                                                            |
|-----|------------------------------------------------------------------------------------------------------------|
| (i) | Reflects the settlement and payment of approximately$5.9 million as resolution of disputed Sprint charges. |

|     |                                                                                              |
|-----|----------------------------------------------------------------------------------------------|
| (j) | Reflects the release of funds from escrow that wascontingent upon emergence from bankruptcy. |

9.    Gain onReorganization

The following items are included in gain onreorganization in the condensed consolidated statement of operationsfor the month ended January 31, 2005:

|                                                               |  |                                     |         |         |  |  |
|---------------------------------------------------------------|--|-------------------------------------|---------|---------|--|--|
|                                                          |  | PredecessorCompany                  |
|                                                          |  | For the Month EndedJanuary 31, 2005 |
|                                                          |  | (inthousands)                       |
| Fresh start accountingadjustments                             |  | $                                   | 123,837 |    |
| Sprintsettlement                                              |  |                                | 11,093  |    |
| Professional fees andother costs related to thereorganization |  |                                | (8,757  | )  |
| Write off of debtfinancingcosts                               |  |                                | (11,218 | )  |
|                                                          |  | $                                   | 114,955 |    |
|                                                               |

Thefresh-start accounting adjustments represent the recording of$123.8  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 $34.7million 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.

17

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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 

18

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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, 

19

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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.

20

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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.

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 

21

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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 revenues have been earned. Basedupon the timing of the information received from Sprint PCS, we makecertain assumptions that the information is accurate and that it isconsistent with historical trends. We also rely upon the evaluation ofinternal controls as performed by auditors engaged by Sprint PCS thatwere performed 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 

22

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EITF Issue No. 01-9 "Accountingfor Consideration Given by a Vendor to a Subscriber (Including aReseller of the Vendor's Products)."

Werecognize revenues from activation fees in accordance with EITF IssueNo. 00-21. In May 2003, the EITF modified its previous consensus toEITF Issue No. 00-21 to clarify its scope of Issue No. 00-21 and itsinteraction with other authoritative literature. As permitted under themodified consensus, we adopted this modified consensus effective July1, 2003 for all revenue arrangements entered into subsequent to June30, 2003. EITF Issue No. 00-21 addresses the determination of whetheran arrangement involving more than one deliverable contains more thanone unit of accounting and how the related revenues should be measuredand allocated to the separate units of accounting. In applying thisguidance, separate contracts with the same party, entered into at ornear the same time, will be presumed to be a package, and theconsideration will be measured and allocated to the separate unitsbased on their relative fair values. We believe that the sale ofhandsets and future service under contract should be accounted for asseparate units under EITF Issue No.  00-21. As a result, the totalconsideration under these arrangements, including any relatedactivation fees, is allocated between these separate units based ontheir relative fair values.

We recognize only a portion ofcontract cancellation fees billed to subscribers that disconnectservice prior to fulfilling the contractual length of service, as thereis significant 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.

23

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Valuation of Long-lived Assets

Long-lived assets consists primarily of property and equipment andintangibles. Changes in technology or in our intended use of theseassets may cause the estimated period of use or the value of theseassets to be reduced. In addition, changes in general industryconditions could cause the value of certain of these assets to bereduced. We monitor the appropriateness of the estimated useful livesof these assets. Whenever events or changes in circumstances indicatethat the carrying amounts of these assets may not be recoverable, wereview the respective assets for impairment. As part of ourreorganization, our assets and liabilities were revalued to their fairvalue. Estimates and assumptions used in both the estimated useful lifeand evaluating potential impairment issues require a significant amountof judgment.

Allowance for doubtful accounts

Estimatesare used in determining our allowance for doubtful accounts and arebased on our historical write-off experience, and the uncollectibilityof accounts receivable by aging category, as well as currentinformation regarding the credit quality of our subscribers. Using thishistorical information, we estimate allowances for uncollectibilityrelative to the aging categories. If our estimates are insufficient forany reason, our operating losses and available cash would be negativelyimpacted.

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

In accordance with SOP 90-7, we adoptedfresh-start accounting as of February 1, 2005, and our emergence fromChapter 11 resulted in a new reporting entity. The periods as of andprior to February 1, 2005 have been designated"Predecessor Company" and the periodssubsequent to February 1, 2005 have been designated as"Successor Company". Under fresh-startaccounting, our reorganization equity value was allocated to the assetsand liabilities based on their respective fair values in conformitywith 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.

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Roaming revenues

Roamingrevenues were $7.8 million for the two-month period ended March 31,2005 and $2.5 million for the month ended January 31, 2005. For thethree-month period ended March 31, 2005, total roaming revenues were$10.3 million compared to $8.6 million for the three-month period endedMarch 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.

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 |
|                            |  | (Inthousands)                         |
| Cost ofservice                  |  | $                                     | 18,269  |                               |  | $                                       | 7,772    |                                    |  | $      | 26,041   |    |  | $      | 22,689  |   |
| Merchandisecost ofsales         |  |                                  | 2,039   |                               |  |                                    | 1,259    |                                    |  |   | 3,298    |    |  |   | 4,142   |   |
| Generalandadministrative        |  |                                  | 1,269   |                               |  |                                    | 1,664    |                                    |  |   | 2,933    |    |  |   | 2,954   |   |
| Gainon reorganization           |  |                                  | — |                               |  |                                    | (114,955 | )                                  |  |   | (114,955 | )  |  |   | — |   |
| Salesandmarketing               |  |                                  | 5,384   |                               |  |                                    | 2,645    |                                    |  |   | 8,029    |    |  |   | 7,548   |   |
| Depreciationandamortization     |  |                                  | 6,758   |                               |  |                                    | 2,273    |                                    |  |   | 9,031    |    |  |   | 13,997  |   |
| Totaloperating (income)expenses |  | $                                     | 33,719  |                               |  | $                                       | (99,342  | )                                  |  | $      | (65,623  | )  |  | $      | 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 $1.3 million for the two-month period ended March 31, 2005 and$1.6 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.

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Gain on reorganization

Gain onreorganization income for the period ended January 31, 2005 totaled$115.0  million. Gain on reorganization income consists of thoseitems incurred as a direct result of our Chapter 11 filing as well asthe effects of fresh-start accounting adopted on February  1,2005. Gain on reorganization income was comprised of $123.8million as the result of fresh-start accounting and the revaluation ofour assets and liabilities to their fair value, $11.1 million relatedto the Sprint simplification settlement, offset, in part, by$11.2  million of expense for the write-off of the unamortizedfinancing fees and $8.8  million of professional fees and otherexpenses related to the reorganization. The $123.8  million asthe result of fresh-start accounting consisted primarily of an increaseof $54.8 million associated with the appraised value of the Sprintagreement, $62.0 million associated with the appraised value of ourcustomer base agreements and $34.7 million of other fair valueadjustments offset, in part, by a write-down of property and equipmentof $27.7 million.

Sales and marketing expenses

Sales andmarketing expenses were $5.4 million for the two-month period endedMarch 31, 2005 and $2.6 million for the month ended January 31, 2005.For the three-month period ended March 31, 2005, total sales andmarketing expenses were $8.0 million compared to $7.5 million for thethree-month period ended March 31, 2004. The increase of $.5 million,or 6.4%, resulted primarily from an increase in handset subsidyand service bureau fees offset, in part, by a decrease in nationalcommissions.

Depreciation and amortization expense

Depreciation and amortization expense was $6.7 million for thetwo-month period ended March 31, 2005 and $2.3 million for the monthended January 31, 2005. For the three-month period ended March 31,2005, total depreciation and amortization expenses were $9.0 millioncompared to $14.0 million for the three-month period ended March 31,2004. The decrease of $5.0 million, or 35.5%, resulted primarilyfrom 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 

26

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income was $535,000 compared to $92,000 forthe three-month period ended March 31, 2004. The increase of $443,000,resulted from increased cash deposit levels associated with proceeds ofour bond offering and an increase in related interest rates.

Gain on extinguishment of debt 

For the period endedJanuary 31, 2005, we recorded income of $76.9  million for thecancellation of debt that was exchanged for equity in the reorganizedcompany upon our emergence from bankruptcy. 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.

Performance Measurements andMetrics

The wireless telecommunications industry uses termssuch as subscriber additions, average revenue per user, churn and costper gross addition as performance measurements or metrics. None ofthese terms are measures of financial performance under GAAP. When weuse these terms, they may not be comparable to similar terms used byother wireless telecommunications companies. These industry metrics aredisclosedbelow.

|                                   |  |                                  |         |         |  |        |         |         |  |  |
|-----------------------------------|--|----------------------------------|---------|---------|--|--------|---------|---------|--|--|
|                              |  | 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     |    |
|                                   |

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Subscribers

We refer to ourcustomers as "subscribers". Gross additionsrefer to the total number of new subscribers added during the period.Net subscribers 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.

Subscriber and Roaming Revenue

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.

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 peruser ("ARPU") is the average monthly servicerevenue per subscriber and is calculated by dividing total subscriberrevenue for the period by the average number of subscribers during theperiod. We present ARPU excluding and including 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 grossaddition ("CPGA") summarizes the average costto acquire new customers during the reporting period. CPGA is computedby adding sales and marketing expenses and merchandise cost of salesand reducing 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 per Subscriber

We calculate average monthly minutes of use("MOUs") per subscriber to provide us with anindication of the effectiveness of our basic service plans. Wecalculate average monthly MOUs per subscriber by dividing totalsubscriber minutes with and without roaming by the average number ofour subscribers.

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Reseller Subscribers

Weparticipate in a reseller program in our service area through SprintPCS as part of the partnership with Sprint PCS. The agreement allowsvarious resellers to sell wireless services (pre and post pay) and payus for use of our network on a per minute basis.

System Minutesof Use

System MOUs provide 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

As of March 31, 2005, anevaluation was performed under the supervision and with theparticipation of the Company's management, including the CEO andCFO, of the effectiveness of the design and operation of theCompany's disclosure controls and procedures. Based on thatevaluation, the Company's management, including the CEO and CFO,concluded that the Company's disclosure controls and procedureswere effective as of March 31, 2005. There have been no changes in theCompany's internal control over financial reporting during thefiscal quarter ended March 31, 2005 that have materially affected, orare reasonably likely to materially affect, the Company'sinternal control over financial reporting, except that we continue toremediate the process by which we account for operating leases, andhave implemented alternative management controls, that we deemeffective in ensuring that our financial reporting is accurate, untilsuch time our remediation has been completed.

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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.

33

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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.

|             |  |                                                       |  |  |  |  |
|-------------|--|-------------------------------------------------------|--|--|--|--|
| May16, 2005 |  | IWO HOLDINGS,INC.                                     |
|        |  | /s/RICHARD HARRISRichard HarrisChief FinancialOfficer |
|             |

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