---



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-Q



|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2005 OR
|- | ---------------------------------------------------------------------------------------------------------------------------------------



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



Commission file number 000-22003



US UNWIRED INC.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Louisiana                                                      |  | 72-1457316                          
|(State or other jurisdiction of incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|901 Lakeshore Drive Lake Charles, LA                           |  | 70601                               
|(Address of principal executive offices)                       |  | (Zip code)                          

|                                                    
|----------------------------------------------------
|                                                    
|(337) 436-9000                                      
|(Registrants telephone number, including area code)





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



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No ̈.



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



There were 166,215,133 shares of common stock, $0.01 par
value per share, outstanding at July 21, 2005.



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1



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|                                |  |                                                                                       |  |   
|------------------------------- |  | ------------------------------------------------------------------------------------- |  | --
|                                |  | Page                                                                                 
|Part I   Financial Information |  |                                                                                      
|                                |  |                                                                                      
|Item 1.                         |  | Financial Statements                                                                  |  |   
|                                |  |                                                                                      
|                                |  | Condensed Consolidated Balance Sheets                                                 |  | 3 
|                                |  | Condensed Consolidated Statements of Operations                                       |  | 4 
|                                |  | Condensed Consolidated Statements of Cash Flows                                       |  | 5 
|                                |  |                                                                                      
|                                |  | Notes to Condensed Consolidated Financial Statements                                  |  | 6 
|                                |  |                                                                                      
|Item 2.                         |  | Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 10
|                                |  |                                                                                      
|Item 3.                         |  | Quantitative and Qualitative Disclosures about Market Risk                            |  | 23
|                                |  |                                                                                      
|Item 4.                         |  | Controls and Procedures                                                               |  | 23
|                                | 
|Part II  Other Information     |  |                                                                                      
|                                |  |                                                                                      
|Item 1.                         |  | Legal Proceedings                                                                     |  | 24
|                                |  |                                                                                      
|Item 6.                         |  | Exhibits and Reports on Form 8-K                                                      |  | 25
|                                |  |                                                                                      
|Signatures                      |  |                                                                                       |  | 28



2



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Part I Financial Information

Item 1. Financial Statements



US UNWIRED INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)



|                                                           |  |              |          |   |                  |   |            |  
|---------------------------------------------------------- |  | ------------ | -------- | - | ---------------- | - | ---------- | -
|                                                           |  | June 30,2005 |          |   | December 31,2004 |  
|                                                           |  | (Unaudited)  |          |   | (Note 1)         |  
|Assets                                                     |  |              |          |   |                  |   |            |  
|Current assets:                                            |  |              |          |   |                  |   |            |  
|Cash and cash equivalents                                  |  | $            | 99,101   |   |                  | $ | 80,413     |  
|Subscriber receivables, net                                |  |              | 31,507   |   |                  |   | 25,349     |  
|Other receivables                                          |  |              | 470      |   |                  |   | 1,437      |  
|Inventory                                                  |  |              | 4,258    |   |                  |   | 3,683      |  
|Prepaid expenses and other assets                          |  |              | 10,416   |   |                  |   | 8,049      |  
|Receivables from officers                                  |  |              | 109      |   |                  |   | 156        |  
|Current assets related to discontinued operations          |  |              |         |   |                  |   | 54,408     |  
|                                                           |  |              |          |   |                  |   |            |  
|Total current assets                                       |  |              | 145,861  |   |                  |   | 173,495    |  
|                                                           |  |             
|Property and equipment, net                                |  |              | 189,946  |   |                  |   | 205,376    |  
|Goodwill                                                   |  |              | 46,705   |   |                  |   | 46,705     |  
|Intangibles, net                                           |  |              | 12,669   |   |                  |   | 13,093     |  
|Other assets                                               |  |              | 18,317   |   |                  |   | 19,349     |  
|Non-current assets related to discontinued operations      |  |              |         |   |                  |   | 181,770    |  
|                                                           |  |              |          |   |                  |   |            |  
|Total assets                                               |  | $            | 413,498  |   |                  | $ | 639,788    |  
|                                                           |  |              |          |   |                  |   |            |  
|Liabilities and Stockholders Deficit                      |  |              |          |   |                  |   |            |  
|Current liabilities:                                       |  |              |          |   |                  |   |            |  
|Accounts payable                                           |  | $            | 55,900   |   |                  | $ | 43,649     |  
|Accrued expenses                                           |  |              | 33,636   |   |                  |   | 44,942     |  
|Current maturities of long-term obligations                |  |              | 502      |   |                  |   | 490        |  
|Current liabilities related to discontinued operations     |  |              |         |   |                  |   | 419,885    |  
|                                                           |  |              |          |   |                  |   |            |  
|Total current liabilities                                  |  |              | 90,038   |   |                  |   | 508,966    |  
|                                                           |  |             
|Long-term obligations, net of current maturities           |  |              | 364,167  |   |                  |   | 364,351    |  
|Other long-term liabilities                                |  |              | 35,438   |   |                  |   | 37,092     |  
|Investments in and advances to unconsolidated affiliates   |  |              |         |   |                  |   | 2,467      |  
|Non-current liabilities related to discontinued operations |  |              |         |   |                  |   | 5,851      |  
|                                                           |  |             
|Stockholders deficit:                                     |  |              |          |   |                  |   |            |  
|Common stock                                               |  |              | 1,646    |   |                  |   | 1,637      |  
|Additional paid in capital                                 |  |              | 752,798  |   |                  |   | 751,576    |  
|Retained deficit                                           |  |              | (830,579 | ) |                  |   | (1,032,142 | )
|Treasury stock                                             |  |              | (10      | ) |                  |   | (10        | )
|                                                           |  |              |          |   |                  |   |            |  
|Total stockholders deficit                                |  |              | (76,145  | ) |                  |   | (278,939   | )
|                                                           |  |              |          |   |                  |   |            |  
|Total liabilities and stockholders deficit                |  | $            | 413,498  |   |                  | $ | 639,788    |  
|                                                           |  |              |          |   |                  |   |            |  



See accompanying notes
to condensed consolidated financial statements



3



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US UNWIRED INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share data)

(Unaudited)





|                                                                                              |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|--------------------------------------------------------------------------------------------- |  | -------------------------- | ------- | - | ------------------------ | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                                                              |  | Three months endedJune 30, |         |   | Six months endedJune 30, |  
|                                                                                              |  | 2005                       |         |   | 2004                     |   |         | 2005 |  |   | 2004    |  
|Revenue:                                                                                      |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Subscriber                                                                                    |  | $                          | 85,155  |   |                          | $ | 72,210  |      |  | $ | 166,125 |   |  | $ | 141,020 |  
|Roaming                                                                                       |  |                            | 24,386  |   |                          |   | 24,176  |      |  |   | 46,777  |   |  |   | 46,786  |  
|Merchandise sales                                                                             |  |                            | 4,643   |   |                          |   | 4,777   |      |  |   | 10,763  |   |  |   | 10,816  |  
|Other revenue                                                                                 |  |                            | 2,681   |   |                          |   | 324     |      |  |   | 7,375   |   |  |   | 663     |  
|                                                                                              |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Total revenue                                                                                 |  |                            | 116,865 |   |                          |   | 101,487 |      |  |   | 231,040 |   |  |   | 199,285 |  
|                                                                                              |  |                            |         |  
|Expense:                                                                                      |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Cost of service                                                                               |  |                            | 56,183  |   |                          |   | 54,329  |      |  |   | 111,835 |   |  |   | 101,258 |  
|Merchandise cost of sales                                                                     |  |                            | 8,164   |   |                          |   | 10,279  |      |  |   | 17,423  |   |  |   | 20,422  |  
|General and administrative                                                                    |  |                            | 8,201   |   |                          |   | 5,856   |      |  |   | 15,243  |   |  |   | 12,469  |  
|Sales and marketing                                                                           |  |                            | 16,758  |   |                          |   | 15,326  |      |  |   | 32,789  |   |  |   | 30,568  |  
|Non-cash stock compensation                                                                   |  |                            | 73      |   |                          |   | 44      |      |  |   | 80      |   |  |   | 89      |  
|Depreciation and amortization                                                                 |  |                            | 14,431  |   |                          |   | 14,409  |      |  |   | 29,370  |   |  |   | 29,897  |  
|                                                                                              |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Total operating expense                                                                       |  |                            | 103,810 |   |                          |   | 100,243 |      |  |   | 206,740 |   |  |   | 194,703 |  
|                                                                                              |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Operating income                                                                              |  |                            | 13,055  |   |                          |   | 1,244   |      |  |   | 24,300  |   |  |   | 4,582   |  
|Other income (expense):                                                                       |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Interest expense, net                                                                         |  |                            | (8,022  | ) |                          |   | (15,862 | )    |  |   | (16,054 | ) |  |   | (29,068 | )
|Gain (loss) on sale of assets                                                                 |  |                            | (28     | ) |                          |   | (160    | )    |  |   | 10      |   |  |   | (630    | )
|Loss on debt restructuring                                                                    |  |                            |        |   |                          |   | (54,493 | )    |  |   |        |   |  |   | (54,493 | )
|                                                                                              |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Total other expense                                                                           |  |                            | (8,050  | ) |                          |   | (70,515 | )    |  |   | (16,044 | ) |  |   | (84,191 | )
|Income (loss) from continuing operations before equity in income of unconsolidated affiliates |  |                            | 5,005   |   |                          |   | (69,271 | )    |  |   | 8,256   |   |  |   | (79,609 | )
|Equity in income of unconsolidated affiliates                                                 |  |                            | 2,467   |   |                          |   | 138     |      |  |   | 2,467   |   |  |   | 254     |  
|                                                                                              |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Income (loss) from continuing operations                                                      |  |                            | 7,472   |   |                          |   | (69,133 | )    |  |   | 10,723  |   |  |   | (79,355 | )
|                                                                                              |  |                            |         |  
|Discontinued operations:                                                                      |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Gain (loss) on disposal of discontinued operations                                            |  |                            |        |   |                          |   | (52     | )    |  |   | 192,853 |   |  |   | 16,131  |  
|Loss from discontinued operations                                                             |  |                            |        |   |                          |   | (6,574  | )    |  |   | (2,013  | ) |  |   | (22,936 | )
|                                                                                              |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|                                                                                              |  |                            |        |   |                          |   | (6,626  | )    |  |   | 190,840 |   |  |   | (6,805  | )
|                                                                                              |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Net income (loss)                                                                             |  | $                          | 7,472   |   |                          | $ | (75,759 | )    |  | $ | 201,563 |   |  | $ | (86,160 | )
|                                                                                              |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Basic earnings per share:                                                                     |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Continuing operations                                                                         |  | $                          | 0.05    |   |                          | $ | (0.49   | )    |  | $ | 0.07    |   |  | $ | (0.59   | )
|Discontinued operations                                                                       |  |                            |        |   |                          |   | (0.05   | )    |  |   | 1.16    |   |  |   | (0.05   | )
|                                                                                              |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|                                                                                              |  | $                          | 0.05    |   |                          | $ | (0.54   | )    |  | $ | 1.23    |   |  | $ | (0.64   | )
|                                                                                              |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Diluted earnings per share:                                                                   |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Continuing operations                                                                         |  | $                          | 0.04    |   |                          | $ | (0.49   | )    |  | $ | 0.06    |   |  | $ | (0.59   | )
|Discontinued operations                                                                       |  |                            |        |   |                          |   | (0.05   | )    |  | $ | 1.13    |   |  |   | (0.05   | )
|                                                                                              |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|                                                                                              |  | $                          | 0.04    |   |                          | $ | (0.54   | )    |  | $ | 1.19    |   |  | $ | (0.64   | )
|                                                                                              |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Weighted average outstanding common shares:                                                   |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Basic                                                                                         |  |                            | 164,396 |   |                          |   | 140,981 |      |  |   | 164,132 |   |  |   | 134,953 |  
|                                                                                              |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Diluted                                                                                       |  |                            | 168,762 |   |                          |   | 140,981 |      |  |   | 168,449 |   |  |   | 134,953 |  
|                                                                                              |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  



See accompanying notes
to condensed consolidated financial statements



4



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US UNWIRED INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(Unaudited)



|                                                    |  |                                  |         |   |      |   |          |  
|--------------------------------------------------- |  | -------------------------------- | ------- | - | ---- | - | -------- | -
|                                                    |  | For the six months endedJune 30, |        
|                                                    |  | 2005                             |         |   | 2004 |  
|Cash flows from operating activities                |  |                                  |         |   |      |   |          |  
|                                                    |  |                                 
|Net cash provided by operating activities           |  | $                                | 32,080  |   |      | $ | 40,082   |  
|                                                    |  |                                 
|Cash flows from investing activities                |  |                                  |         |   |      |   |          |  
|                                                    |  |                                 
|Proceeds from sale of assets                        |  |                                  | 43      |   |      |   | 43,155   |  
|Distribution from unconsolidated affiliates         |  |                                  |        |   |      |   | 500      |  
|Payments for the purchase of equipment              |  |                                  | (14,537 | ) |      |   | (10,596  | )
|                                                    |  |                                  |         |   |      |   |          |  
|                                                    |  |                                 
|Net cash (used in) provided by investing activities |  |                                  | (14,494 | ) |      |   | 33,059   |  
|                                                    |  |                                 
|Cash flows from financing activities                |  |                                  |         |   |      |   |          |  
|                                                    |  |                                 
|Proceeds from long-term obligations                 |  |                                  |        |   |      |   | 358,416  |  
|Proceeds from exercised options                     |  |                                  | 1,344   |   |      |   | 194      |  
|Principal payments of long-term obligations         |  |                                  | (242    | ) |      |   | (327,441 | )
|Debt issuance cost                                  |  |                                  |        |   |      |   | (12,508  | )
|                                                    |  |                                  |         |   |      |   |          |  
|                                                    |  |                                 
|Net cash provided by financing activities           |  |                                  | 1,102   |   |      |   | 18,661   |  
|                                                    |  |                                  |         |   |      |   |          |  
|                                                    |  |                                 
|Net increase in cash and cash equivalents           |  |                                  | 18,688  |   |      |   | 91,802   |  
|                                                    |  |                                 
|Cash and cash equivalents at beginning of period    |  |                                  | 80,413  |   |      |   | 64,856   |  
|                                                    |  |                                  |         |   |      |   |          |  
|                                                    |  |                                 
|Cash and cash equivalents at end of period          |  | $                                | 99,101  |   |      | $ | 156,658  |  
|                                                    |  |                                  |         |   |      |   |          |  



See accompanying notes
to condensed consolidated financial statements



5



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US UNWIRED INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2005

(Unaudited)



1. Basis of Presentation



The accompanying unaudited condensed consolidated financial statements of US Unwired Inc. (the Company or US Unwired) have been prepared in accordance with U.S. generally accepted accounting
principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. generally accepted accounting principles for
complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for fair presentation have been included. Operating results for the three and six-month periods ended
June 30, 2005 are not necessarily indicative of the results that may be expected for the year ending December 31, 2005.



As discussed in Note 2, as a result of the divestiture of IWO Holdings, Inc. (IWO) by US Unwired in February 2005, IWO is presented as a discontinued
operation for all periods presented. As such, information contained in this filing may not be comparable to information presented in prior filings with the Securities and Exchange Commission (SEC), which included the operating results of
IWO on a consolidated basis with US Unwired. The condensed financial statements contained herein do not include all of the information and footnotes required by U.S. generally accepted accounting principles for complete financial statements and
should be read in conjunction with the financial statements and notes included in the Form 10-K for US Unwired Inc. for the year ended December 31, 2004, filed with the SEC on March 14, 2005.



Recent Accounting Pronouncements



On December 16, 2004, the Financial Accounting Standards Board (FASB)
issued FASB Statement No. 123 (revised 2004), Share-Based Payment, which is a revision of FASB Statement No. 123, Accounting for Stock Based Compensation. Statement 123R supersedes APB No. 25,
Accounting for Stock Issued to Employees and amends FASB Statement No. 95, Statement of Cash Flows. The Company intends to adopt Statement 123R on January 1, 2006 using the modified prospective method. The Company
continues to analyze the effects of adopting the new standard, but does not expect its impact to be significantly different than the application of FASB Statement No. 123. The pro forma effect of applying FASB 123 is disclosed in Note 8  Stock
Compensation.



2. Description of the Organization



The Company is principally engaged in the ownership and operation of wireless communications.
The Company is a network partner of Sprint and has the exclusive right to provide wireless services under the Sprint brand name within the Companys service area that consists of portions of Alabama, Arkansas, Florida, Georgia, Louisiana,
Mississippi, Oklahoma, Tennessee and Texas.



On July 10, 2005, the
Company, Sprint Corporation (Sprint) and UK Acquisition Corporation (UK), a wholly owned subsidiary of Sprint, entered into an Agreement and Plan of Merger (Merger Agreement), pursuant to which UK agreed to
acquire the Company for approximately $1.3 billion. The Merger Agreement is subject to certain conditions as contained therein. Under the terms of the Merger Agreement, UK commenced a cash tender offer to acquire all of the Companys
outstanding common stock at a price of $6.25 per share. Following the completion of the tender offer, any remaining shares of the Company will be acquired in a cash merger at the same price. Sprint will also acquire the Companys long-term
obligations, in connection with the transaction.



Upon completion of the
merger, the Company will become a wholly owned subsidiary of Sprint. As part of the Merger Agreement, the Company and Sprint sought a temporary stay of litigation pending in U.S. District Court in Lake Charles, La., including US Unwireds
request for an injunction to block the merger of Sprint and Nextel Communications, Inc., with a final resolution to become effective upon the closing of the acquisition. The merger is expected to close in the third quarter of 2005.



6



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Beginning in December 2004, a series of actions were initiated that resulted in the divestiture of IWO on
February 10, 2005. During a transition period that concluded on June 10, 2005, the Company provided certain managerial services to IWO. The accompanying unaudited consolidated financial statements reflect IWO as a discontinued operation.



3. Details of Certain Balance Sheet Accounts



Major categories of property and equipment consisted of the following:



|                                               |  |                |         |                  |   |        
|---------------------------------------------- |  | -------------- | ------- | ---------------- | - | -------
|                                               |  | June 30,2005   |         | December 31,2004
|                                               |  | (In thousands)
|Land                                           |  | $              | 452     |                  | $ | 452    
|Buildings and leasehold improvements           |  |                | 13,421  |                  |   | 13,005 
|Facilities and equipment                       |  |                | 417,639 |                  |   | 405,686
|Furniture, fixtures and vehicles               |  |                | 25,991  |                  |   | 25,122 
|Construction in progress                       |  |                | 9,435   |                  |   | 9,692  
|                                               |  |                |         |                  |   |        
|                                               |  |                | 466,938 |                  |   | 453,957
|Less accumulated depreciation and amortization |  |                | 276,992 |                  |   | 248,581
|                                               |  |                |         |                  |   |        
|                                               |  | $              | 189,946 |                  | $ | 205,376
|                                               |  |                |         |                  |   |        



Intangible assets
consisted of the following:



|                              |  |                |        |                  |   |       
|----------------------------- |  | -------------- | ------ | ---------------- | - | ------
|                              |  | June 30,2005   |        | December 31,2004
|                              |  | (In thousands)
|Sprint affiliation agreement  |  | $              | 15,500 |                  | $ | 15,500
|Less accumulated amortization |  |                | 2,831  |                  |   | 2,407 
|                              |  |                |        |                  |   |       
|Intangible assets, net        |  | $              | 12,669 |                  | $ | 13,093
|                              |  |                |        |                  |   |       



7



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4. Net Income (Loss) from Continuing Operations per Share



The following table presents a reconciliation of numerators and denominators of basic and diluted income (loss) per share from continuing
operations (in thousands, except for per share data):



|                                                                             |  |                            |         |      |                          |         |      |  |      |         |  |   |         |  
|---------------------------------------------------------------------------- |  | -------------------------- | ------- | ---- | ------------------------ | ------- | ---- |  | ---- | ------- |  | - | ------- | -
|                                                                             |  | Three months endedJune 30, |         |      | Six months endedJune 30, |        
|Numerator:                                                                   |  | 2005                       |         | 2004 |                          |         | 2005 |  | 2004 |        
|Income (loss) from continuing operations                                     |  | $                          | 7,472   |      | $                        | (69,133 | )    |  | $    | 10,723  |  | $ | (79,355 | )
|Income (loss) from discontinued operations                                   |  |                            |        |      |                          | (6,626  | )    |  |      | 190,840 |  |   | (6,805  | )
|                                                                             |  |                            |         |      |                          |         |      |  |      |         |  |   |         |  
|Net income (loss)                                                            |  | $                          | 7,472   |      | $                        | (75,759 | )    |  | $    | 201,563 |  | $ | (86,160 | )
|                                                                             |  |                            |         |      |                          |         |      |  |      |         |  |   |         |  
|                                                                             |  |                            |         |     
|Denominator:                                                                 |  |                            |         |      |                          |         |      |  |      |        
|Weighted average common shares outstanding before employee options and other |  |                            | 164,396 |      |                          | 140,981 |      |  |      | 164,132 |  |   | 134,953 |  
|Employee options, warrants and stock-based compensation arrangements         |  |                            | 4,366   |      |                          |        |      |  |      | 4,317   |  |   |        |  
|                                                                             |  |                            |         |      |                          |         |      |  |      |         |  |   |         |  
|Weighted average common shares outstanding                                   |  |                            | 168,762 |      |                          | 140,981 |      |  |      | 168,449 |  |   | 134,953 |  
|                                                                             |  |                            |         |      |                          |         |      |  |      |         |  |   |         |  
|Basic earnings per share from continuing operations                          |  | $                          | 0.05    |      | $                        | (0.49   | )    |  | $    | 0.07    |  | $ | (0.59   | )
|Basic earnings per share from discontinued operations                        |  |                            |        |      |                          | (0.05   | )    |  |      | 1.16    |  |   | (0.05   | )
|                                                                             |  |                            |         |      |                          |         |      |  |      |         |  |   |         |  
|                                                                             |  | $                          | 0.05    |      | $                        | (0.54   | )    |  | $    | 1.23    |  | $ | (0.64   | )
|                                                                             |  |                            |         |      |                          |         |      |  |      |         |  |   |         |  
|Diluted earnings per share from continuing operations                        |  | $                          | 0.04    |      | $                        | (0.49   | )    |  | $    | 0.06    |  | $ | (0.59   | )
|Diluted earnings per share from discontinued operations                      |  |                            |        |      |                          | (0.05   | )    |  | $    | 1.13    |  |   | (0.05   | )
|                                                                             |  |                            |         |      |                          |         |      |  |      |         |  |   |         |  
|                                                                             |  | $                          | 0.04    |      | $                        | (0.54   | )    |  | $    | 1.19    |  | $ | (0.64   | )
|                                                                             |  |                            |         |      |                          |         |      |  |      |         |  |   |         |  



Excluded from the dilutive securities
described are employee and other stock options to acquire 8.3 million and 10.5 million shares as of the three and six-month periods ended June 30, 2005 and June 30, 2004, respectively. These exclusions were made because the
exercise prices of the options and warrants were greater than the average market price of the common stock for the period, or because of our net losses, both of which would have had an anti-dilutive effect.



5. Long-Term Obligations



Long-term obligations, including capital lease obligations, consisted of the following:



|                                                           |  |                |         |                   |   |        
|---------------------------------------------------------- |  | -------------- | ------- | ----------------- | - | -------
|                                                           |  | June 30, 2005  |         | December 31, 2004
|                                                           |  | (In thousands)
|First priority senior secured floating rate notes due 2010 |  | $              | 125,000 |                   | $ | 125,000
|Second priority senior secured notes due 2012              |  |                | 233,552 |                   |   | 233,482
|Capital leases                                             |  |                | 6,117   |                   |   | 6,359  
|                                                           |  |                |         |                   |   |        
|Total long-term obligations                                |  |                | 364,669 |                   |   | 364,841
|Less current maturities                                    |  |                | 502     |                   |   | 490    
|                                                           |  |                |         |                   |   |        
|Long-term obligations, excluding current maturities        |  | $              | 364,167 |                   | $ | 364,351
|                                                           |  |                |         |                   |   |        



First Priority Senior Secured
Floating Rate Notes due 2010 and 10% Second Priority Senior Secured Notes due 2012



In June 2004, US Unwired issued $125 million aggregate principal amount of First Priority Senior Secured Floating Rate Notes due June 15, 2010 (the 2010 Notes) and $235 million aggregate principal amount of



8



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10% Second Priority Senior Secured Notes due June 15, 2012 (the 2012 Notes). The 2010 Notes bear interest at a floating rate equal to LIBOR
plus 4.25% per year, and the 2012 Notes bear interest at a fixed rate of 10% per year. Interest on the 2010 Notes resets quarterly and is payable quarterly in arrears on March 15, June 15, September 15 and
December 15 of each year, beginning on September 15, 2004. Interest on the 2012 Notes is payable semi-annually on June 15 and December 15 of each year, beginning on December 15, 2004. The 2010 Notes will mature on
June 15, 2010, and the 2012 notes will mature on June 15, 2012. The Company may redeem all or a part of the 2010 Notes on or after June 15, 2006 and all or a part of the 2012 Notes on or after June 15, 2008. In addition, before
June 15, 2006 the Company may redeem up to 35% of the 2010 Notes, and before June 15, 2007 the Company may redeem up to 35% of the 2012 Notes, in each case with the proceeds of certain equity offerings. The 2010 Notes and 2012 Notes are
senior secured obligations and are guaranteed on a senior secured basis by all of the Companys existing and future restricted subsidiaries. The 2010 Notes are secured on a first priority basis and the 2012 Notes are secured on a second
priority basis, in each case by liens on substantially all of the US Unwireds assets.



Reimbursement and Collateral Account Agreement



On July 14, 2004, US Unwired entered into a Possessory Security Agreement with Whitney National Bank (Whitney) pursuant to which US Unwired pledged cash to Whitney in an amount equal to 100% of US Unwireds maximum
repayment obligations with respect to any letters of credit issued by Whitney National Bank. As of June 30, 2005, the Company had $1.7 million in outstanding letters of credit.



6. Commitments and Contingencies



As discussed in Note 2, the Company, Sprint Corporation and UK Acquisition Corp., a wholly owned subsidiary of Sprint, entered into a merger
agreement, pursuant to which Sprint agreed to acquire the Company for approximately $1.3 billion. The merger agreement contains certain termination rights for each of Sprint and the Company and further provides that upon termination of the merger
agreement under specified circumstances, the Company may be required to pay Sprint a termination fee of $35 million as liquidated damages to reimburse Sprint for its time, expense and related costs.



7. Income Taxes



The Companys effective income tax rate for the interim periods presented is based on
managements estimate of the Companys effective tax rate for the applicable year and differs from the federal statutory income tax rate primarily due to nondeductible permanent differences, state income taxes and changes in the valuation
allowance for deferred tax assets, which are fully reserved.



As a result of
the divestiture of IWO on February 10, 2005, the Companys net operating loss carry forwards for federal income tax purposes were reduced to approximately $392 million from a reported $762 million at December 31, 2004. This carry
forward, which may provide future tax benefits, begins to expire in 2019. Under the provisions of the Internal Revenue Code, certain substantial changes in the Companys ownership may limit the amount of federal net operating loss carry
forwards that could be used in future years to offset taxable income and taxes payable. Also as a result of the IWO divestiture, the Companys net tax operating loss carry forwards for state income tax purposes were reduced to $375 million
from a reported $388 million at December 31, 2004. Net tax operating loss carry forwards for state income tax purposes will begin to expire in 2012.



The Company recognized income from cancellation of indebtedness on the divestiture of IWO. Pursuant to federal and state income tax laws, the Company
should not have to recognize cancellation of debt income for tax purposes.



9



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8. Stock Compensation



The Company accounts for its stock compensation arrangements under the provision of Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees.



Had compensation expense
for the Companys stock option plan been determined in accordance with SFAS No. 123, the Companys net income (loss) and basic and diluted net income (loss) per share of common stock for the three and six-month periods ended
June 30, 2005 and 2004 would have been (in thousands except earnings per share):



|                                                        |  |                            |       |   |                          |   |         |      |  |   |         |   |  |   |         |  
|------------------------------------------------------- |  | -------------------------- | ----- | - | ------------------------ | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                                        |  | Three months endedJune 30, |       |   | Six months endedJune 30, |  
|                                                        |  | 2005                       |       |   | 2004                     |   |         | 2005 |  |   | 2004    |  
|Net income (loss):                                      |  |                            |       |   |                          |   |         |      |  |   |         |   |  |   |         |  
|As reported                                             |  | $                          | 7,472 |   |                          | $ | (75,759 | )    |  | $ | 201,563 |   |  | $ | (86,160 | )
|Add recorded non-cash stock compensation                |  |                            | 73    |   |                          |   | 44      |      |  |   | 80      |   |  |   | 89      |  
|Less stock compensation in accordance with SFAS No. 123 |  |                            | (669  | ) |                          |   | (604    | )    |  |   | (912    | ) |  |   | (1,242  | )
|                                                        |  |                            |       |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Pro forma net income (loss)                             |  | $                          | 6,876 |   |                          | $ | (76,319 | )    |  | $ | 200,731 |   |  | $ | (87,313 | )
|                                                        |  |                            |       |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Basic earnings (loss) per share:                        |  |                            |       |   |                          |   |         |      |  |   |         |   |  |   |         |  
|As reported                                             |  | $                          | 0.05  |   |                          | $ | (0.54   | )    |  | $ | 1.23    |   |  | $ | (0.64   | )
|                                                        |  |                            |       |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Pro forma net loss per share                            |  | $                          | 0.04  |   |                          | $ | (0.54   | )    |  | $ | 1.22    |   |  | $ | (0.64   | )
|                                                        |  |                            |       |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Diluted earnings (loss) per share                       |  |                            |       |   |                          |   |         |      |  |   |         |   |  |   |         |  
|As reported                                             |  | $                          | 0.04  |   |                          | $ | (0.54   | )    |  | $ | 1.19    |   |  | $ | (0.64   | )
|                                                        |  |                            |       |   |                          |   |         |      |  |   |         |   |  |   |         |  
|Pro forma net loss per share                            |  | $                          | 0.04  |   |                          | $ | (0.54   | )    |  | $ | 1.19    |   |  | $ | (0.65   | )
|                                                        |  |                            |       |   |                          |   |         |      |  |   |         |   |  |   |         |  



9.
Subsequent Events



As discussed in Note 2, the Company, Sprint Corporation and
UK Acquisition Corp., a wholly owned subsidiary of Sprint, entered into a merger agreement, pursuant to which Sprint agreed to acquire the Company for approximately $1.3 billion.



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations



Cautionary Note Regarding Forward-Looking Statements



This report contains forward-looking statements, which are statements about future business strategy, operations and capabilities,
construction plans, construction schedules, financial projections, plans and objectives of management, expected actions of third parties and other matters. Forward-looking statements often include words like believes, belief, expects, plans,
anticipates, intends, projects, estimates, may, might, would or similar words. Forward-looking statements speak only as of the date of this report. They involve known and unknown risks, uncertainties and other factors that may cause actual results
to be materially different. Specific factors that might cause such a difference include, but are not limited to (i) our ability to finance future growth opportunities; (ii) our dependence on Sprint; (iii) our ability to expand our
Sprint network or to upgrade the Sprint network to accommodate new technologies; (iv) our ability to satisfy the obligations of our long-term obligations; (v) the possibility of future losses; (vi) potential fluctuations in operating
results; (vii) changes or advances in technology; (viii) changes in law or government regulation; (ix) competition in the industry and markets in which we operate; (x) future acquisitions; (xi) our ability to attract and
retain skilled personnel; (xii) our dependence on contractor and consultant services, network implementation and information technology support; (xiii) our potential inability to expand the services and related products we provide in the
event of substantial increases in demand in excess of supply for network and handset equipment and related services and products; (xiv) changes in labor, equipment and capital costs; (xv) changes in management; and, (xvi) general
economic and business conditions.



You should not rely too heavily on any
forward-looking statement. We cannot assure you that our forward-looking statements will prove to be correct. We have no obligation to update or revise publicly any forward-looking statement based on new information, future events or otherwise. This
discussion should



10



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be read in conjunction with our financial statements included in this report and with the financial statements, Risk Factors and Managements Discussion
and Analysis of Financial Condition and Results of Operations that are included in the Form 10-K for US Unwired Inc. for the year ended December 31, 2004, filed on March 14, 2005 with the SEC.



Critical Accounting Policies and Estimates



Our discussion and analysis of our financial condition and results of operations is based
upon our consolidated financial statements, which have been prepared in accordance with U.S generally accepted accounting principles. The preparation of these financial statements requires us to make estimates and judgments that affect the reported
amounts of assets, liabilities, revenues and expenses, and related disclosures of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to bad debts, activation fee revenues and related expense,
determination of fair value of separate units for the application of EITF 00-21, revenue recognition of contract cancellation and late fees, inventory reserves, intangible assets and contingencies. We base our estimates on our historical experience,
the historical experience of Sprint and the historical experience of other Sprint affiliates and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the
carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may vary from these estimates under different assumptions or conditions.



We believe the following critical accounting policies affect our significant judgments and estimates used in the preparation of our
consolidated financial statements.



Reliance on Sprint Processing



We rely on Sprint for much of
our financial reporting information including: revenues; commissions paid to national retailers; fees paid for customer care and billing; roaming revenue and roaming expense on the Sprint and Sprint affiliate network; and, the maintenance of
accounts receivable, including cash collections and the write off of customer balances that are not collectible and the accuracy of our accounts receivable balance. Where uncertainty exists regarding revenues, we do not record these revenues until
substantive information has been provided to ensure that such revenues have been earned. Based upon the timing of the information received from Sprint, we make certain assumptions that the information is accurate and that it is consistent with
historical trends. We also rely upon the evaluation of internal controls as performed by auditors engaged by Sprint that were performed in accordance with AICPA Statement on Auditing Standards (SAS) No. 70.



Bad Debt Expense



We maintain allowances for doubtful accounts for estimated losses resulting from the
inability of subscribers to make payments. If the financial conditions of our subscribers deteriorate, resulting in the subscribers inability to make payments, additional allowances will be required.



We estimate our allowance by examining the components of our revenue. We establish a general
reserve of all accounts receivable that are estimated to be uncollectible. Our evaluation of the adequacy of these amounts includes our own historical experience and discussions with Sprint and other Sprint affiliates.



Revenue Recognition



We earn revenue by providing access to and usage of our network and sales of merchandise.
Subscriber revenue consists primarily of a basic service plan (where the customer purchases a pre-allotted number of minutes for voice and/or data transmission); airtime (which consists of billings for minutes that either exceed or are not covered
by the basic service plan); long distance; and charges associated with travel outside our service area. Travel revenue is generated on a per minute basis when a Sprint subscriber outside of our markets uses our service when traveling through our
markets. Foreign roaming revenue is generated when a non-Sprint customer uses our service when traveling through our markets. We recognize roaming revenue through an agreement that allows a reseller to sell prepaid wireless services in its markets.
Revenues are recognized when amounts are considered to be earned under the respective service plans and collection of such amounts is considered probable.



11



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Sprint retains 8% of collected service revenues from subscribers based in our service area, foreign roaming and for
revenue generated under our reseller agreement. The amount of affiliation fees retained by Sprint is recorded as a Cost of service expense. Revenues derived from the sale of handsets and accessories by us and from certain roaming services (outbound
roaming and roaming revenues from Sprint and its PCS network partner subscribers) are not subject to the 8% affiliation fee from Sprint.



Revenues from the sales of merchandise, primarily wireless handsets and accessories, represent a separate earnings process and are recognized at the time of the customer
purchase. These revenues and related costs are included in merchandise sales and cost of sales, respectively. We reduce recorded revenue for rebates and discounts given to subscribers on wireless handset sales in accordance with Emerging Issues Task
Force (EITF) Issue No. 01-9 Accounting for Consideration Given by a Vendor to a Subscriber (Including a Reseller of the Vendors Products).



We recognize revenues from activation fees in accordance with EITF No. 00-21. In May 2003, the EITF modified its previous consensus to EITF
00-21 to clarify the scope of Issue 00-21 and its interaction with other authoritative literature. As permitted under the modified consensus, we adopted this modified consensus effective July 1, 2003 for all revenue arrangements entered into
subsequent to June 30, 2003. EITF 00-21 addresses the determination of whether an arrangement involving more than one deliverable contains more than one unit of accounting and how the related revenues should be measured and allocated to the
separate units of accounting. In applying this guidance, separate contracts with the same party, entered into at or near the same time, will be presumed to be a package, and the consideration will be measured and allocated to the separate units
based on their relative fair values. We believe that the sale of handsets and future service under contract should be accounted for as separate units under EITF 00-21. As a result, the total consideration under these arrangements, including any
related activation fees, is allocated between these separate units based on their relative fair values.



We recognize only a portion of contract cancellation fees billed to subscribers that disconnect service prior to fulfilling the contractual length of service, as there is significant uncertainty that all contract
cancellation fees that are billed will be collected. We have very limited information at a detail level sufficient to perform our own evaluation and rely on Sprint historical trending to make our estimates. If the collections on contract
cancellation fees are less than that recognized, additional allowances may be required.



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



Inventory and Inventory Reserves



Inventory consists of wireless telephones and related accessories and is carried at cost.
Cost is determined by the moving weighted average method, which approximates first-in, first-out.



We review our inventory semi-annually and write down our inventory for estimated obsolescence or unmarketable inventory equal to the difference between the cost of inventory and the estimated market value based upon
assumptions about future demand and market conditions. If actual market conditions are less favorable than those projected by management, additional inventory write-downs may be necessary.



Accrued Commissions



We accrue commissions and other costs related to national retailers based upon their sales
to new subscribers. The national retailers receive both a commission and, because the handset is typically sold below cost, a reimbursement for the difference between the sales price and the cost. We base our accruals on information provided by
Sprint on subscriber additions and recognize that there are typically timing differences between the point of subscriber activation and the time that we are invoiced for commissions by Sprint. We periodically and annually evaluate the adequacy of
our accruals through analysis of historical information and discussions with Sprint. Depending on the level of sales and other factors, our estimates of the amounts accrued for commissions and other costs owed to such retailers may require
modification of our previous estimates.



12



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Goodwill and Intangible Assets Impairment Analysis



We perform impairment tests of goodwill and indefinite lived assets as required by SFAS
No. 142, Goodwill and Other Intangible Assets. The impairment analysis requires numerous subjective assumptions and estimates to determine fair value of the respective reporting units as required by SFAS No. 142. Depending on
level of sales, our liquidity and other factors, we may be required to recognize impairment charges in the future.



Lease Transactions



We have entered into leases on towers owned by others to co-locate our cell sites. We have also entered into leases for properties related to our retail outlets, owned
towers, certain office space and a portion of our network switching stations. Our accounting for an operating lease transaction as of the leases inception involves judgments in determining the number of lease renewals to be included in the
lease term, in addition to the initial non-cancelable term, used to recognize rent expense on a straight-line basis. This judgment considers various factors that we would consider at the time of opting to renew such leases, particularly whether any
non-renewal could result in economic detriment to us or the foregoing of an economic benefit available to us. Additionally, the lease term can impact the determination of the period over which the depreciable assets associated with operating leases
are depreciated.



If a lease with a lease term containing one or more renewal
periods is not renewed after the initial term has expired, then the carrying values of deferred rent resulting from straight-line recognition of rent expense and any lease related assets reflected in the consolidated balance sheet would be written
off and reflected in our results of operations in the period such non-renewal has occurred.



Overview



We are principally engaged in the ownership and operation of wireless communications. We are a network partner of Sprint and have the exclusive right to provide wireless
services under the Sprint brand names within our service area. Our service area consists of portions of Alabama, Arkansas, Florida, Georgia, Louisiana, Mississippi, Oklahoma, Tennessee and Texas.



On July 10, 2005, we, Sprint Corporation (Sprint) and UK Acquisition
Corporation (UK), a wholly owned subsidiary of Sprint, entered into an Agreement and Plan of Merger (Merger Agreement), pursuant to which UK agreed to acquire us for approximately $1.3 billion. The Merger Agreement is subject
to certain conditions as contained therein. Under the terms of the Merger Agreement, UK commenced a cash tender offer to acquire all our outstanding common stock at a price of $6.25 per share. Following the completion of the tender offer, any of our
remaining shares will be acquired in a cash merger at the same price. Sprint will also acquire our long-term obligations, in connection with the transaction. Upon completion of the merger, we will become a wholly owned subsidiary of Sprint. As part
of the Merger Agreement, we and Sprint sought a temporary stay of litigation pending in U.S. District Court in Lake Charles, La., including our request for an injunction to block the merger of Sprint and Nextel Communications, Inc., with a final
resolution to become effective upon the closing of the acquisition. The merger is expected to close in the third quarter of 2005.



Beginning in December 2004, a series of actions were initiated that resulted in the divestiture of IWO in February 2005. During a transition period that concluded on
June 10, 2005, we provided certain managerial services to IWO. Our accompanying unaudited financial statements reflect IWO as a discontinued operation.



13



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Results of Operations



Performance Measurements and Metrics (Non-GAAP Terms)



The wireless telecommunications industry uses terms such as subscriber additions, average
revenue per user, churn and cost per gross addition as performance measurements or metrics. None of these terms are measures of financial performance under U.S. generally accepted accounting principles. When we use these terms, they may not be
comparable to similar terms used by other wireless telecommunications companies.



|                                      |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|------------------------------------- |  | -------------------------- | ------- | - | ------------------------ | - | ------- | ---- |  | - | ------- | - |  | - | ------- | -
|                                      |  | Three months endedJune 30, |         |   | Six months endedJune 30, |  
|                                      |  | 2005                       |         |   | 2004                     |   |         | 2005 |  |   | 2004    |  
|                                      |  |                            |         |  
|Subscribers                           |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|                                      |  |                            |         |  
|Gross Additions                       |  |                            | 65,644  |   |                          |   | 54,679  |      |  |   | 149,697 |   |  |   | 129,107 |  
|                                      |  |                            |         |  
|Net Additions                         |  |                            | 11,894  |   |                          |   | 11,395  |      |  |   | 47,015  |   |  |   | 44,119  |  
|                                      |  |                            |         |  
|Total Customers                       |  |                            | 516,546 |   |                          |   | 442,668 |      |  |   | 516,546 |   |  |   | 442,668 |  
|                                      |  |                            |         |  
|Churn, monthly                        |  |                            | 3.2     | % |                          |   | 3.0     | %    |  |   | 3.2     | % |  |   | 3.1     | %
|                                      |  |                            |         |  
|Reseller subscribers                  |  |                            | 117,990 |   |                          |   | 65,109  |      |  |   | 117,990 |   |  |   | 65,109  |  
|                                      |  |                            |         |  
|Average Revenue Per User, Monthly (1) |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|                                      |  |                            |         |  
|Including Roaming                     |  | $                          | 71.51   |   |                          | $ | 73.53   |      |  | $ | 71.97   |   |  | $ | 74.42   |  
|                                      |  |                            |         |  
|Without Roaming                       |  | $                          | 55.59   |   |                          | $ | 55.08   |      |  | $ | 56.16   |   |  | $ | 55.88   |  
|                                      |  |                            |         |  
|Cost Per Gross Addition (2)           |  | $                          | 309     |   |                          | $ | 381     |      |  | $ | 264     |   |  | $ | 311     |  
|                                      |  |                            |         |  
|Average Monthly MOUs Per Subscriber   |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|                                      |  |                            |         |  
|Home                                  |  |                            | 942     |   |                          |   | 744     |      |  |   | 911     |   |  |   | 700     |  
|                                      |  |                            |         |  
|Roaming Off Our Network               |  |                            | 225     |   |                          |   | 249     |      |  |   | 225     |   |  |   | 243     |  
|                                      |  |                            |         |  
|System MOUs (Millions)                |  |                            |         |   |                          |   |         |      |  |   |         |   |  |   |         |  
|                                      |  |                            |         |  
|Subscriber                            |  |                            | 1,443   |   |                          |   | 976     |      |  |   | 2,696   |   |  |   | 1,766   |  
|                                      |  |                            |         |  
|Roaming                               |  |                            | 511     |   |                          |   | 449     |      |  |   | 984     |   |  |   | 861     |  
|                                      |  |                            |         |  
|Licensed POPs (Millions)              |  |                            | 11.3    |   |                          |   | 11.3    |      |  |   | 11.3    |   |  |   | 11.3    |  
|                                      |  |                            |         |  
|Covered POPs (Millions)               |  |                            | 8.1     |   |                          |   | 8.1     |      |  |   | 8.1     |   |  |   | 8.1     |  
|                                      |  |                            |         |  
|Towers (Owned and Leased)             |  |                            | 1,249   |   |                          |   | 1,208   |      |  |   | 1,249   |   |  |   | 1,208   |  



14



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| | (1) | Average Revenue Per User (ARPU)
| | --- | ---------------------------------



|                        |  |                            |         |                          |   |         |  |      |         |  |   |        
|----------------------- |  | -------------------------- | ------- | ------------------------ | - | ------- |  | ---- | ------- |  | - | -------
|                        |  | Three months endedJune 30, |         | Six months endedJune 30,
|                        |  | 2005                       |         | 2004                     |   | 2005    |  | 2004
|Revenue (in thousands): |  |                            |         |                          |   |         |  |      |         |  |   |        
|Service                 |  | $                          | 85,155  |                          | $ | 72,210  |  | $    | 166,125 |  | $ | 141,020
|Roaming                 |  |                            | 24,386  |                          |   | 24,176  |  |      | 46,777  |  |   | 46,786 
|                        |  |                            |         |                          |   |         |  |      |         |  |   |        
|                        |  |                            |         |                          |   |         |  |      |         |  |   |        
|Service and roaming     |  | $                          | 109,541 |                          | $ | 96,386  |  | $    | 212,902 |  | $ | 187,806
|                        |  |                            |         |                          |   |         |  |      |         |  |   |        
|                        |  |                            |         |                          |   |         |  |      |         |  |   |        
|Average subscribers     |  |                            | 510,599 |                          |   | 436,971 |  |      | 493,039 |  |   | 420,609
|                        |  |                            |         |                          |   |         |  |      |         |  |   |        
|Monthly ARPU:           |  |                            |         |                          |   |         |  |      |         |  |   |        
|Service                 |  | $                          | 55.59   |                          | $ | 55.08   |  | $    | 56.16   |  | $ | 55.88  
|Roaming                 |  |                            | 15.92   |                          |   | 18.45   |  |      | 15.81   |  |   | 18.54  
|                        |  |                            |         |                          |   |         |  |      |         |  |   |        
|Service and roaming     |  | $                          | 71.51   |                          | $ | 73.53   |  | $    | 71.97   |  | $ | 74.42  
|                        |  |                            |         |                          |   |         |  |      |         |  |   |        



| | (2) | Cost Per Gross Addition (CPGA)
| | --- | --------------------------------



|                             |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|---------------------------- |  | -------------------------- | ------ | - | ------------------------ | - | ------ | ---- |  | - | ------- | - |  | - | ------- | -
|                             |  | Three months endedJune 30, |        |   | Six months endedJune 30, |  
|                             |  | 2005                       |        |   | 2004                     |   |        | 2005 |  |   | 2004    |  
|CPGA expense (in thousands): |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Merchandise cost of sales    |  | $                          | 8,164  |   |                          | $ | 10,279 |      |  | $ | 17,423  |   |  | $ | 20,422  |  
|Sales and marketing          |  |                            | 16,758 |   |                          |   | 15,326 |      |  |   | 32,789  |   |  |   | 30,568  |  
|Less: Merchandise sales      |  |                            | (4,643 | ) |                          |   | (4,777 | )    |  |   | (10,763 | ) |  |   | (10,816 | )
|                             |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Total CPGA costs             |  | $                          | 20,279 |   |                          | $ | 20,828 |      |  | $ | 39,449  |   |  | $ | 40,174  |  
|                             |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|Gross subscriber additions   |  |                            | 65,644 |   |                          |   | 54,679 |      |  |   | 149,697 |   |  |   | 129,107 |  
|                             |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  
|CPGA                         |  | $                          | 309    |   |                          | $ | 381    |      |  | $ | 264     |   |  | $ | 311     |  
|                             |  |                            |        |   |                          |   |        |      |  |   |         |   |  |   |         |  



Subscribers



We refer to our customers as subscribers.
Gross additions refer to the total number of new subscribers added during the period. Net Additions refer to the total number of new subscriber additions during the period reduced by any subscribers that have cancelled or terminated their service
with us during this same period.



The number of gross and net additions
increased for the three and six-month periods ended June 30, 2005 as compared to the three and six-month periods ended June 30, 2004 primarily as a result of our continuing marketing efforts to attract new subscribers.



Reseller Subscribers



We participate in a reseller program in our service area through Sprint as part of the
partnership between Sprint and Virgin Mobile USA, LLC (Virgin). In July 2005, we terminated this agreement but have agreed to operate under a sixty-day extension pending the completion of the cash merger between US Unwired and Sprint.
The agreement allows Virgin to sell prepaid wireless services and pay us for use of our network on a per minute basis. The number of reseller subscribers increased for the three and six-month periods ended June 30, 2005 as compared to the three
and six-month periods ended June 30, 2004 primarily as a result of marketing and sales efforts.



Churn



Churn is the monthly rate of customer turnover expressed as a percentage of our overall average customers for the reporting period. Customer turnover includes both
customers that elected voluntarily to not continue using our service and customers that were involuntarily terminated from using our service because of non-payment. Churn is calculated by dividing the sum of (i) the number of customers that
discontinue



15



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service; (ii) less those customers discontinuing their service within 30 days of their original activation date; and, (iii) adding back those
customers that reactivate their service, by our overall average customers for the reporting period; and dividing the result by the number of months in the period. Churn increased for the three and six-month periods ended June 30, 2005 as
compared to the three and six-month periods ended June 30, 2004. We experience an increase in disconnects due to the seasonality of our business and our churn is reflective of the difficulty in retaining credit challenged subscribers.



Subscriber and Roaming Revenue



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



Roaming revenue consists primarily of Sprint travel revenue and
foreign roaming revenue. Sprint travel revenue is generated on a per minute basis when a Sprint wireless subscriber outside of our markets uses our service when traveling through our markets. Sprint travel expense is generated on a per minute basis
when our subscribers travel outside our market area and use the Sprint wireless network. Historically, our Sprint travel revenue has exceeded our Sprint travel expense. Foreign roaming revenue is generated when a non-Sprint wireless customer uses
our service when traveling through our markets. We recognize reseller usage, as defined in Reseller Subscribers, as foreign roaming.



Effective January 1, 2005, Sprint reduced the reciprocal travel rate to $0.033 per minute in 2005 from $0.041 per minute in 2004. For the three-month period ended
June 30, 2005, the reduction in the travel rate has resulted in a $3.8 million decrease to our revenues, a $3.3 million decrease to our expenses and a reduction to our cash flow of $0.5 million. For the six-month period ended June 30,
2005, the reduction in the travel rate has resulted in an $8.1 million decrease to our revenues, a $6.6 million decrease to our expenses and a reduction to our cash flow of $1.5 million.



Average Revenue per User



Average revenue per user (ARPU) is the average monthly service revenue per subscriber and is calculated by dividing total
subscriber revenue for the period first by the average number of subscribers during the period and then by the number of months in the period. We present ARPU excluding and including roaming revenue.



The decrease in ARPU including roaming for the three and six-month periods ended
June 30, 2005 as compared to the three and six-month periods ended June 30, 2004 was primarily as a result of the reduction in the Sprint reciprocal travel rate as discussed above and a decrease in non-Sprint subscriber usage that was
partially offset by an increase in data usage and an increase in Virgin usage.



The increase in ARPU excluding roaming for the three and six-month periods ended June 30, 2005 compared to the three and six-month periods ended June 30, 2004 was primarily related to an increase in data usage.



Cost per Gross Addition



Cost per gross addition (CPGA) summarizes the average cost to acquire new
customers during the reporting period. CPGA is computed by adding sales and marketing expenses and merchandise cost of sales and reducing the amount by the revenue from merchandise sales. The net amount is divided by the number of total new
subscriber gross additions for the period. CPGA decreased in the three and six-month periods ended June 30, 2005 as compared to the three and six-month periods ended June 30, 2004 primarily as a result of our increased advertising expenses
in 2004 related to the introduction of wireless portability that affected a significant portion of our markets beginning in November 2003 for metro markets and May 2004 for all other markets.



16



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Average Monthly Minutes of Use per Subscriber



We calculate average monthly minutes of use (MOUs) per subscriber to provide us
with an indication of the effectiveness of our basic service plans. We calculate average monthly MOUs per subscriber by dividing total subscriber minutes with and without roaming by the average number of our subscribers. Our average subscriber MOUs
with and without roaming are increasing primarily as a result of more generous allotments of minutes in our basic service plans.



System Minutes of Use



System minutes of use (MOUs) provide an indication of total network (system) usage. We track and evaluate system usage for our subscribers as well
as other Sprint, Sprint affiliates and non-Sprint wireless subscribers using our system in order to assess network capacity. Our overall system minutes are increasing primarily as a result of increases in subscribers and increases in minutes
allotted to subscriber plans.



Resident
Population/ Service Area



Our service area comprises a population
(Licensed POPs) of approximately 11.3 million residents. When we use the term Covered POPs, we refer to that portion of residents in our service area that have service available as a result of our network build out. The
number of people in our service area does not represent the number of Sprint wireless subscribers that we expect to have in our service area.



Three-Month Period Ended June 30, 2005 Compared to the Three-Month Period Ended June 30, 2004



Revenue





|                   |  |                                  |         |      |   |        
|------------------ |  | -------------------------------- | ------- | ---- | - | -------
|                   |  | Three-month periodended June 30,
|                   |  | 2005                             |         | 2004
|                   |  | (In thousands)                  
|Subscriber revenue |  | $                                | 85,155  |      | $ | 72,210 
|Roaming revenue    |  |                                  | 24,386  |      |   | 24,176 
|Merchandise sales  |  |                                  | 4,643   |      |   | 4,777  
|Other revenue      |  |                                  | 2,681   |      |   | 324    
|                   |  |                                  |         |      |   |        
|Total revenue      |  | $                                | 116,865 |      | $ | 101,487
|                   |  |                                  |         |      |   |        



Subscriber revenue



Total subscriber revenues were $85.2 million for
the three-month period ended June 30, 2005 as compared to $72.2 million for the three-month period ended June 30, 2004, representing an increase of $13.0 million and was primarily as a result of an increase of $6.6 million in basic service
and airtime, an increase of $4.6 million related to data usage and an increase of $1.8 million in other revenues that was primarily as a result of the increase in subscribers as discussed in Subscribers above.



Roaming revenue



Roaming revenues were comparable at $24.4 million for the three-month period ended
June 30, 2005 as compared to $24.2 million for the three-month period ended June 30, 2004 as the decrease in the reciprocal travel rate with Sprint was offset by increases in voice and data volume. We continue to add cell sites in
locations that we believe will enhance service and increase roaming revenue.



Merchandise sales



Merchandise sales were
comparable at $4.6 million for the three-month period ended June 30, 2005 as compared to $4.8 million for the three-month period ended June 30, 2004. The cost of handsets typically



17



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exceeds the amount received from our subscribers because we subsidize the price of handsets to remain competitive in the marketplace.



Other revenues



Other revenues were $2.7 million for the three-month period ended June 30, 2005 as
compared to $0.3 million for the three-month period ended June 30, 2004, representing an increase of $2.4 million and primarily related to management fees paid by IWO. Our management agreement to provide back office services to IWO terminated
in June 2005.



Operating Expense





|                              |  |                                  |         |      |   |        
|----------------------------- |  | -------------------------------- | ------- | ---- | - | -------
|                              |  | Three-month periodended June 30,
|                              |  | 2005                             |         | 2004
|                              |  | (In thousands)                  
|Cost of service               |  | $                                | 56,183  |      | $ | 54,329 
|Merchandise cost of sales     |  |                                  | 8,164   |      |   | 10,279 
|General and administrative    |  |                                  | 8,201   |      |   | 5,856  
|Sales and marketing           |  |                                  | 16,758  |      |   | 15,326 
|Non-cash stock compensation   |  |                                  | 73      |      |   | 44     
|Depreciation and amortization |  |                                  | 14,431  |      |   | 14,409 
|                              |  |                                  |         |      |   |        
|Total operating expense       |  | $                                | 103,810 |      | $ | 100,243
|                              |  |                                  |         |      |   |        



Cost
of service



Cost of service was $56.2 million for the three-month period ended
June 30, 2005 as compared to $54.3 million for the three-month period ended June 30, 2004, representing an increase of $1.9 million. The increase primarily related to $0.6 million in handset upgrades that is part of our customer retention
strategy, $0.2 million in our subscriber usage of non-US Unwired networks, $1.1 million in bad debts expense and $1.0 million in Sprint service bureau fees that were primarily volume related. The increase was partially offset by a decrease of $1.0
million related to property taxes.



Merchandise cost of sales



Merchandise cost of sales was $8.2 million
for the three-month period ended June 30, 2005 as compared to $10.3 million for the three-month period ended June 30, 2004, representing a decrease of $2.1 million that was primarily as a result of cost reduction efforts that included the
marketing of lower end and refurbished handsets. The cost of handsets typically exceeds the amount received from our subscribers because we subsidize the price of handsets to remain competitive in the marketplace.



General and administrative



General and administrative expenses were $8.2 million for the three-month period ended
June 30, 2005 as compared to $5.9 million for the three-month period ended June 30, 2004, representing an increase of $2.3 million that was primarily the result of incurring $4.2 million in legal and other professional fees related to our
lawsuit against Sprint that was partially offset by a reduction of $1.2 million in wages and benefits and $0.7 million in other general and administrative expenses primarily related to our divestiture of IWO.



Sales and marketing



Sales and marketing expenses were $16.8 million for the three-month period ended
June 30, 2005 as compared to $15.3 million for the three-month period ended June 30, 2004, representing an increase of $1.5 million that was primarily related a $2.7 million increase in payments to independent agents that was partially
offset by a $1.4 million decrease in advertising expense.



Non-cash stock compensation



Non-cash stock compensation was comparable at $73,000 for the three-month period ended June 30, 2005



18



---

and $44,000 for the three-month period ended June 30, 2004. The non-cash stock compensation consists of compensation expense related to the granting of
certain stock options and restricted shares of our stock in July 1999, January 2000 and April 2005 with exercise prices less than the market value of our stock at the date of the grant and the impact of the stock options granted in connection
with the IWO acquisition. The non-cash stock compensation expense is generally being amortized over the vesting periods of the options or restricted stock grants.



Depreciation and amortization



Depreciation and amortization expense was comparable at $14.4 million for the three-month period ended June 30, 2005 and the
three-month period ended June 30, 2004.



Other Income/(Expense)



|                              |  |                                  |        |   |      |   |         |  
|----------------------------- |  | -------------------------------- | ------ | - | ---- | - | ------- | -
|                              |  | Three-month periodended June 30, |       
|                              |  | 2005                             |        |   | 2004 |  
|                              |  | ( In thousands)                  |       
|Interest expense              |  | $                                | (8,790 | ) |      | $ | (16,153 | )
|Interest income               |  |                                  | 768    |   |      |   | 291     |  
|Gain (loss) on sale of assets |  |                                  | (28    | ) |      |   | (160    | )
|Loss on debt restructuring    |  |                                  |       |   |      |   | (54,493 | )
|                              |  |                                  |        |   |      |   |         |  
|Total other expense           |  | $                                | (8,050 | ) |      | $ | (70,515 | )
|                              |  |                                  |        |   |      |   |         |  



Interest expense was $8.8 million for
the three-month period ended June 30, 2005 as compared to $16.2 million for the three-month period ended June 30, 2004, representing a decrease of $7.4 million and is primarily the result of our refinancing efforts that resulted in lower
interest rates. Interest rates on our long-term obligations are discussed in detail in Note 5 to the unaudited condensed consolidated financial statements.



Interest income was $0.8 million for the three-month period ended June 30, 2005 as compared to $0.3 million for the three-month period ended June 30, 2004,
representing an increase of $0.5 million and is primarily related to the increase in our cash position.



Loss on debt restructuring



During the three-month period ended June 30, 2004, we executed a series of transactions to refinance our long-term debt. We recognized a loss of $54.5 million
related to the payment in full and termination of our senior secured credit facility and the retirement of a portion of our 133/8% senior subordinated discount notes using the proceeds from the sale of $360 million of new senior secured notes and
approximately 34.5 million shares of our common stock.



Equity in income of unconsolidated affiliates



Equity in income of unconsolidated affiliates was $2.5 million for the three-month period ended June 30, 2005 as compared to $0.1 million for the three-month period ended June 30, 2004, representing an increase of $2.4 million and
is primarily related to the release of our debt guaranty in an unconsolidated affiliate.



Discontinued operations



Our discontinued operations for the three-month period ended June 30, 2004 of $6.6 million include $6.4 million in losses associated with the operating results of
IWO and $0.2 million in losses associated with the operating results of our cellular properties.



19



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Six-month Period Ended June 30, 2005 Compared to the Six-month Period Ended June 30, 2004



Revenue



|                   |  |                                |         |      |   |        
|------------------ |  | ------------------------------ | ------- | ---- | - | -------
|                   |  | Six-month period endedJune 30,
|                   |  | 2005                           |         | 2004
|                   |  | (In thousands)                
|Subscriber revenue |  | $                              | 166,125 |      | $ | 141,020
|Roaming revenue    |  |                                | 46,777  |      |   | 46,786 
|Merchandise sales  |  |                                | 10,763  |      |   | 10,816 
|Other revenue      |  |                                | 7,375   |      |   | 663    
|                   |  |                                |         |      |   |        
|Total revenue      |  | $                              | 231,040 |      | $ | 199,285
|                   |  |                                |         |      |   |        



Subscriber revenue



Total subscriber revenues were $166.1 million for
the six-month period ended June 30, 2005 as compared to $141.0 million for the six-month period ended June 30, 2004, representing an increase of $25.1 million and was primarily as a result of an increase of $13.7 million in basic service
and airtime, an increase of $8.9 million related to data usage and an increase of $4.4 million in other subscriber revenue primarily as a result of the increase in subscribers as discussed in Subscribers above.



Roaming revenue



Roaming revenues were comparable at $46.8 million for the six-month period ended
June 30, 2005 and the six-month period ended June 30, 2004 as the decrease in the reciprocal travel rate with Sprint was offset by increases in voice and data volume.



Merchandise sales



Merchandise sales were comparable at $10.8 million for the six-month period ended June 30, 2005 and the six-month period ended June 30, 2004. The cost of
handsets typically exceeds the amount received from our subscribers because we subsidize the price of handsets to remain competitive in the marketplace.



Other revenues



Other revenues were $7.4 million for the six-month period ended June 30, 2005 as compared to $0.7 million for the six-month period ended June 30, 2004,
representing an increase of $6.7 million and primarily related to management fees paid by IWO from the February 10, 2005 date of the divestiture to the June 10, 2005 termination date of the management agreement.



Operating Expense



|                              |  |                                |         |      |   |        
|----------------------------- |  | ------------------------------ | ------- | ---- | - | -------
|                              |  | Six-month period endedJune 30,
|                              |  | 2005                           |         | 2004
|                              |  | (In thousands)                
|Cost of service               |  | $                              | 111,835 |      | $ | 101,258
|Merchandise cost of sales     |  |                                | 17,423  |      |   | 20,422 
|General and administrative    |  |                                | 15,243  |      |   | 12,469 
|Sales and marketing           |  |                                | 32,789  |      |   | 30,568 
|Non-cash stock compensation   |  |                                | 80      |      |   | 89     
|Depreciation and amortization |  |                                | 29,370  |      |   | 29,897 
|                              |  |                                |         |      |   |        
|Total operating expense       |  | $                              | 206,740 |      | $ | 194,703
|                              |  |                                |         |      |   |        



20



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Cost of service



Cost of service was $111.8 million for the six-month period ended June 30, 2005 as compared to $101.3 million for the six-month period
ended June 30, 2004, representing an increase of $10.5 million. The increase primarily related to $1.0 million in our subscriber usage of non-US Unwired networks, $4.2 million in bad debts expense (after taking into consideration a $1.3 million
settlement by Sprint in the six-month period ended June 30, 2004), $6.1 million in Sprint service bureau and franchise fees that was primarily volume related (after taking into consideration a $3.3 million true-up of 2003 Sprint PCS service
bureau fees recorded in the six-month period ended June 30, 2004) and $0.3 million in lease expense primarily related to new tower leases that was partially offset by a decrease of $1.0 million in property taxes.



Merchandise cost of sales



Merchandise cost of sales was $17.4 million for the six-month period ended June 30,
2005 as compared to $20.4 million for the six-month period ended June 30, 2004, representing a decrease of $3.0 million that was primarily as a result of cost reduction efforts that included the marketing of lower end and refurbished handsets.
The cost of handsets typically exceeds the amount received from our subscribers because we subsidize the price of handsets to remain competitive in the marketplace.



General and administrative



General and administrative expenses were $15.2 million for the six-month period ended June 30, 2005 as compared to $12.5 million for
the six-month period ended June 30, 2004, representing an increase of $2.7 million that was primarily the result of incurring $5.7 million in legal and other professional fees related to our lawsuit against Sprint that was partially offset by
reductions related to our IWO divestiture that included $1.5 million in wages and benefits, $0.7 million in collection agency fees and $0.7 million in insurance expense.



Sales and marketing



Sales and marketing expenses were $32.8 million for the six-month period ended June 30, 2005 as compared to $30.6 million for the
six-month period ended June 30, 2004, representing an increase of $2.2 million that was primarily related to a $3.6 million increase in payments to independent agents that was partially offset by a $1.6 million decrease in advertising expense.



Non-cash stock compensation



Non-cash stock compensation was comparable at $80,000 for the six-month period ended
June 30, 2005 and $89,000 for the six-month period ended June 30, 2004. The non-cash stock compensation consists of compensation expense related to the granting of certain stock options and restricted shares of our stock in July
1999. January 2000 and April 2005 with exercise prices less than the market value of our stock at the date of the grant and the impact of the stock options granted in connection with the IWO acquisition. The non-cash stock compensation expense
is generally being amortized over the vesting periods of the options or restricted stock grants.



Depreciation and amortization



Depreciation and amortization expense was comparable at $29.4 million for the six-month period ended June 30, 2005 and $29.9 million for the six-month period ended
June 30, 2004.



21



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Other Income/(Expense)



|                              |  |                                |         |   |      |   |         |  
|----------------------------- |  | ------------------------------ | ------- | - | ---- | - | ------- | -
|                              |  | Six-month period endedJune 30, |        
|                              |  | 2005                           |         |   | 2004 |  
|                              |  | ( In thousands)                |        
|Interest expense              |  | $                              | (17,401 | ) |      | $ | (29,583 | )
|Interest income               |  |                                | 1,347   |   |      |   | 515     |  
|Gain (loss) on sale of assets |  |                                | 10      |   |      |   | (630    | )
|Loss on debt restructuring    |  |                                |        |   |      |   | (54,493 | )
|                              |  |                                |         |   |      |   |         |  
|Total other expense           |  | $                              | (16,044 | ) |      | $ | (84,191 | )
|                              |  |                                |         |   |      |   |         |  



Interest expense was $17.4 million for
the six-month period ended June 30, 2005 as compared to $29.6 million for the six-month period ended June 30, 2004, representing a decrease of $12.2 million and is primarily the result of our refinancing efforts that resulted in lower
interest rates. Interest rates on our long-term obligations are discussed in detail in Note 5 to the unaudited condensed consolidated financial statements.



Interest income was $1.3 million for the six-month period ended June 30, 2005 as compared to $0.5 million for the six-month period ended June 30, 2004,
representing an increase of $0.8 million and is primarily related to the increase in our cash position.



Loss on debt restructuring



During the six-month period ended June 30, 2004, we executed a series of transactions to refinance our long-term debt. We recognized a loss of $54.5 million related
to the payment in full and termination of our senior secured credit facility and the retirement of a portion of our 133/8% senior subordinated discount notes using the proceeds from the sale of $360 million of new senior secured notes and
approximately 34.5 million shares of our common stock.



Equity in income of unconsolidated affiliates



Equity in income of unconsolidated affiliates was $2.5 million for the six-month period ended June 30, 2005 as compared to $0.3 million for the six-month period ended June 30, 2004, representing an increase of $2.2 million and is
primarily related to the release of our debt guaranty in an unconsolidated affiliate.



Discontinued operations



In the six-month period ended June 30, 2005, we recorded a gain of $192.9 million related to the divestiture of IWO. In the six-month period ended June 30,
2004, we recorded a gain of $16.1 million related to the disposal of our cellular operations and certain cell site towers. Associated with these operations, our loss from discontinued operations decreased to $2.0 million in the six-month period
ended June 30, 2005 from $22.9 million in the six-month period ended June 30, 2004.



Liquidity and Capital Resources



As of June 30, 2005, US Unwired had $99.1 million in cash and cash equivalents and $364.2 million in long-term indebtedness.



We periodically review all charges from Sprint PCS and from time to time, may dispute certain
of these charges. As of June 30, 2005, we had disputed approximately $42.2 million of charges to US Unwired. Based upon the information provided to us by Sprint PCS to date, we believe the accompanying condensed consolidated balance sheet
adequately reflects our obligation that may be due to Sprint for these charges. However, should these disputes be settled in a manner unsatisfactory to us, US Unwireds cash flow would be adversely impacted to the extent of the unfavorable
settlement.



Based on operating forecasts, we believe that US Unwired will have
sufficient cash to fund its operations, debt service and capital requirements over the next twelve months. However, US Unwireds liquidity is dependent upon a number of factors influencing forecasts of earnings and operating cash flows. These



22



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factors include subscriber growth, average monthly revenue per user (ARPU), customer turnover or churn and cost per gross addition
(CPGA). These performance metrics are explained in the Managements Discussion and Analysis section of this filing.



Cash Flows



Our net cash increased by approximately $18.7 million in the six-month period ended June 30, 2005 and primarily consisted of $32.1 million in cash provided by
operations and $1.3 million in proceeds from exercised stock options that was partially offset by $14.5 million in capital expenditures and $0.2 million in principal payments of long-term obligations.



Our net cash increased by approximately $91.8 million in the six-month period ended
June 30, 2004. Net cash provided by operating activities during the six-month period ended June 30, 2004 was $40.1 million. Net cash provided by investing activities was $33.1 million and included $43.2 million in proceeds from the sale of
assets primarily related to our cellular properties and cell site towers and $500,000 in distributions from unconsolidated affiliates that was partially offset by $10.6 million for capital expenditures. Cash provided by financing activities was
$18.7 million and related to our refinancing efforts related to the issuance of new long-term obligations and the retirement of existing long-term obligations.



Seasonality



Like the wireless communications industry in general, there is an increase in subscriber additions in the fourth quarter due to the holiday season. A greater number of
phones sold at holiday promotional prices causes our losses on merchandise sales to increase. Our sales and marketing expenses also increase with holiday promotional activities. We also experience an increase in pre-pay and sub-prime customers in
the first quarter. We generally have the weakest demand for new wireless services during the summer. We expect these trends to continue based on historical operating results.



Item 3. Quantitative and Qualitative Disclosures about Market Risk



We do not engage in derivatives or other financial instruments for trading, speculative or hedging purposes, though we may do so from time to time if such instruments are available to us on acceptable terms and
prevailing market conditions are accommodating. We have been subject to some interest rate risk on our senior secured borrowings and could be subject to interest rate risk on any future floating rate financing.



Our primary interest rate risk exposures relate to (i) the interest rate on long-term
borrowings; (ii) our ability to refinance our debt at maturity at market rates; and (iii) the impact of interest rate movements on our ability to meet interest expense requirements and financial covenants under our debt instruments.



Our fixed rate debt consists of the accreted carrying value of our $235
million aggregate principal amount 10% Second Priority Senior Secured Notes due June 15, 2012 (issued on June 15, 2004).



Our variable rate debt consists of borrowings made under the US Unwired $125 million aggregate principal amount First Priority Senior Secured Floating Rate Notes
(2010 Notes) due June 15, 2010 (issued June 15, 2004). The US Unwired 2010 Notes bear interest at a floating rate equal to the London Interbank Offered Rate (LIBOR) plus 4.25% per year. For the six-month period
ended June 30, 2005, the weighted average interest rate under the US Unwired 2010 Notes was 7.1%.



A one percent increase (decrease) in the variable interest rate would result in a $3.6 million increase (decrease) in the related interest expense on an average annual basis based upon borrowings outstanding at
June 30, 2005.



Item 4. Controls and Procedures



As of
June 30, 2005, an evaluation was performed under the supervision and with the participation of the Companys management, including the CEO and CFO, of the effectiveness of the design and operation of the Companys disclosure controls
and procedures. Based on that evaluation, the Companys management, including the CEO and CFO, concluded that the Companys disclosure controls and procedures were effective as of June 30, 2005. There have been no changes in
the Companys internal control over financial



23



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reporting during the fiscal quarter ended June 30, 2005 that have materially affected, or are reasonably likely to materially affect, the Companys
internal control over financial reporting.



PART II Other Information



Item 1. Legal Proceedings



On July 11,
2003, the Company and two of its subsidiaries sued Sprint and certain of its affiliates in the United States District Court for the Western District of Louisiana (the Litigation). The suit, as amended, includes allegations for violations
of the Racketeer Influenced and Corrupt Organizations Act, breach of fiduciary duty, and breach of contract arising out of Sprints conduct in its dealings with the Company. In connection with the transactions contemplated by the Merger
Agreement, Sprint, certain subsidiaries of Sprint, the Company, certain subsidiaries of the Company and Nextel Communications, Inc. (Nextel) entered into a Settlement Agreement and Mutual Release, dated July 10, 2005.



On August 12, 2004, a federal class action lawsuit was filed by Clodile Romero, Jr.,
individually and on behalf of all purchasers of our common stock between May 23, 2000 and August 13, 2002. This suit, which was filed in the United States District Court for the Eastern District of Louisiana and amended on March 14,
2005, names us and certain of our executive officers and directors as defendants and alleges that the individual defendants issued false and misleading statements to the investing public during the period between May 23, 2000 and
August 13, 2002 regarding our financial condition, which resulted in the artificial inflation of the price of our common stock during that period. The plaintiffs seek compensatory damages, costs and expenses. US Unwired and the individual
defendants are vigorously defending this action and filed a motion to dismiss on June 13, 2005. Plaintiffs response is expected to be filed on or before August 12, 2005, and US Unwireds reply will be due within 30 days of the
plaintiffs response.



On August 25, 2004, a shareholder derivative
action was filed by Don Feyler, derivatively on behalf of the Company, against certain of our executive officers and directors, and against us as a nominal defendant. This suit, which was filed in the United States District Court for the Eastern
District of Louisiana and consolidated with the Romeroaction described above on December 6, 2004. The suit as amended, alleges that the individual defendants committed violations of state law, including breaches of fiduciary duties,
abuse of control, gross mismanagement, waste of corporate assets, and unjust enrichment during the period between May 23, 2000 and August 13, 2002. The plaintiff seeks damages and equitable and/or injunctive relief, including restricting
the proceeds of the individual defendants trading activities or their other assets so as to assure that the plaintiff has an effective remedy. US Unwired and the individual defendants are vigorously defending this action and filed a motion to
dismiss on June 13, 2005. Plaintiffs response is expected to be filed on or before August 12, 2005, and US Unwireds reply will be due within 30 days of the plaintiffs response.



On October 21, 2004, another shareholder derivative class action lawsuit was filed by
Stephen Morris, derivatively on behalf of us, against certain of our executive officers and directors, and against us as a nominal defendant. This suit, which was filed in the 14thJudicial District Court for the Parish of Calcasieu in the State of Louisiana, alleges that the individual defendants committed violations of state law,
including breaches of fiduciary duty, abuse of control, and insider selling and misappropriation of information during the period between May 23, 2000 and August 13, 2002. The plaintiff makes essentially the same allegations as the
plaintiffs in the Romero and Feyler lawsuits described above and equitable and/or injunctive relief. The parties in this case have agreed to a stay of proceedings pending a decision on a contemplated motion to dismiss in the Romero and Feyler
lawsuits described above.



After the public announcement of the execution of
the Merger Agreement, on July 12, 2005, plaintiff Feyler filed a motion for leave to file a Verified Second Amended Shareholder Derivative and Class Action complaint. In the proposed amended complaint, plaintiff seeks to add an additional claim
against our current directors for breach of the duties of care, loyalty, candor and independence owed to our public shareholders. Plaintiff alleges that the current directors have violated their fiduciary duties by entering into the Merger Agreement
with Sprint to insulate themselves from liability and without regard to the fairness of the transaction to the Companys shareholders. Plaintiffs proposed amended complaint alleges the new claim as a putative class action, seeks to enjoin
the Merger, and requests other relief including an undisclosed amount of damages, costs, and expert and attorney fees. The motion for leave to amend is



24



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scheduled to be heard by the Court on August 3, 2005. As of July 24, 2005, plaintiff had not asked the court to set a date for any injunction
motion.



As noted above, we are vigorously defending the Romero, Feyler and
Morris lawsuits, but it is too soon to make any meaningful predictions as to their outcomes.



Item 6. Exhibits and Reports on Form 8-K



a. Exhibits



The following exhibits are filed as part
of this report:



|    |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    | 
|2.1 |  | Agreement and Plan of Merger dated July 10, 2005 among Sprint Corporation, UK Acquisition Corp. and US Unwired Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|    | 
|2.2 |  | Shareholders Agreement dated as of July 10, 2005 among Sprint Corporation and William L. Henning, William L. Henning, Jr., John A. Henning, Sr., Thomas G. Henning, Lena B. Henning, John A.
Henning Exempt Class Trust No. 1, William L. Henning, Jr. Exempt Class Trust No. 1, Thomas G. Henning Exempt Class Trust No. 1, Cameron Communications, L.L.C., and The 1818 Fund III, L.P., solely in their respective individual capacities as
Shareholders of US Unwired Inc.                                                                                                                                                                                                                                                                                                                                                                                  
|    | 
|2.3 |  | Settlement Agreement and Mutual Release dated as of July 10, 2005 by and among Sprint Corporation, Sprint Spectrum L.P., WirelessCo, L.P., SprintCom Inc., Nextel Communications, Inc., US
Unwired Inc. Louisiana Unwired L.L.C., Texas Unwired and Georgia PCS Management Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|    | 
|3.1 |  | Third Restated Articles of Incorporation of US Unwired Inc. (Incorporated by reference to Exhibit 3.1 of Form 10-Q filed by the Registrant on May 9, 2002)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|    | 
|3.2 |  | Bylaws of US Unwired Inc. as amended on April 29, 2003. (Incorporated by reference to Exhibit 4.i.a. filed with the Registrants Quarterly Report on Form 10-Q on November 13,
2003)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|    | 
|4.1 |  | Indenture, dated as of September 16, 2004, between US Unwired Inc., the Guarantors listed therein and U.S. Bank National Association, as trustee for the 10% Second Priority Senior Secured
Notes due 2012. (Incorporated by reference to Exhibit 4.20 to the Registration Statement on Form S-4 filed by US Unwired Inc., Louisiana Unwired, LLC, Unwired Telecom Corp., Texas Unwired, Georgia PCS Management, L.L.C., and Georgia PCS Leasing, LLC
on July 9, 2004, Registration No. 333-117284)                                                                                                                                                                                                                                                                                                                                                            
|    | 
|4.2 |  | Indenture, dated as of September 16, 2004, between US Unwired Inc., the Guarantors listed therein and U.S. Bank National Association, as trustee for the First Priority Senior Secured Floating
Rate Notes due 2010. (Incorporated by reference to Exhibit 4.21 to the Registration Statement on Form S-4 filed by US Unwired Inc., Louisiana Unwired, LLC, Unwired Telecom Corp., Texas Unwired, Georgia PCS Management, L.L.C., and Georgia PCS
Leasing, LLC on July 9, 2004, Registration No. 333-117284)                                                                                                                                                                                                                                                                                                                                                   
|    | 
|4.3 |  | Intercreditor Agreement, dated as of September 16, 2004, between U.S. Bank National Association, as trustee for the 2010 Noteholders referred to therein, U.S. Bank National Association, as
trustee for the 2012 Noteholders referred to therein, U.S. Bank National Association, as collateral agent pursuant to the 2010 Indenture and the 2012 Indenture referred to therein, US Unwired, Inc., the Subsidiary Guarantors referred to therein, the
Loan Parties referred to therein, and the Secured Parties and Secured Party Representatives referred to therein. (Incorporated by reference to Exhibit 4.22 to the Registration Statement on Form S-4 filed by US Unwired Inc., Louisiana Unwired, LLC,
Unwired Telecom Corp., Texas Unwired, Georgia PCS Management, L.L.C., and Georgia PCS Leasing, LLC on July 9, 2004, Registration No. 333-117284)



25



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|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|4.4  |  | Security Agreement, dated as of September 16, 2004, between US Unwired Inc., the Subsidiary Guarantors referred to therein, and U.S. Bank National Association, as collateral agent for
the Secured Parties referred to therein. (Incorporated by reference to Exhibit 4.23 to the Registration Statement on Form S-4 filed by US Unwired Inc., Louisiana Unwired, LLC, Unwired Telecom Corp., Texas Unwired, Georgia PCS Management, L.L.C., and
Georgia PCS Leasing, LLC on July 9, 2004, Registration No. 333-117284)                                                                                                                                                                                                
|     | 
|4.5  |  | Intellectual Property Security Agreement, dated as of September 16, 2004, between US Unwired, Inc., the Subsidiary Guarantors referred to therein, and U.S. Bank National Association, as
collateral agent for the Secured Parties referred to therein. (Incorporated by reference to Exhibit 4.24 to the Registration Statement on Form S-4 filed by US Unwired Inc., Louisiana Unwired, LLC, Unwired Telecom Corp., Texas Unwired, Georgia PCS
Management, L.L.C., and Georgia PCS Leasing, LLC on July 9, 2004, Registration No. 333-117284)                                                                                                                                                                         
|     | 
|4.6  |  | Multiple Indebtedness Mortgage, Assignment of Leases and Rents, Security Agreement and Fixture Filing by US Unwired Inc. in favor of U.S. Bank National Association, in its capacity as
collateral agent, dated September 15, 2004. (Incorporated by reference to Exhibit 4.26 to the Registration Statement on Form S-4 filed by US Unwired Inc., Louisiana Unwired, LLC, Unwired Telecom Corp., Texas Unwired, Georgia PCS Management, L.L.C.,
and Georgia PCS Leasing, LLC on July 9, 2004, Registration No. 333-117284)                                                                                                                                                                                             
|     | 
|4.7  |  | Possessory Security Agreement dated July 14, 2004 by US Unwired Inc. in favor of Whitney National Bank. (Incorporated by reference to Exhibit 4.14 of Form 10-Q filed by the Registrant on
November 2, 2004)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | 
|4.8  |  | Registration Rights Agreement dated as of October 29, 1999 between US Unwired Inc. and The 1818 Fund, LP. (Incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-4,
Registration Nos. 333-92271, 333-92271-01 and 333-92271-02, filed by US Unwired Inc., Louisiana Unwired, LLC and Unwired Telecom Corp. on December 7, 1999)                                                                                                                                                                                                                                                                                                                                                             
|     | 
|4.9  |  | First Amendment to Registration Rights Agreement dated as of February 15, 2000 by and among US Unwired Inc., The 1818 Fund III, L.P., TCW Leveraged Income Trust, L.P., TCW Leveraged Income
Trust II, L.P., TCW Shared Opportunity Fund II, L.P., TCW Shared Opportunity Fund IIB, LLC, TCW Shared Opportunity Fund III, L.P., TCW/Crescent Mezzanine Trust II, TCW/Crescent Mezzanine Partners II, L.P. and Brown University Third Century Fund
(Incorporated by reference to Exhibit 10.19 to Amendment No. 2 to the Registration Statement on Form S-4, Registration Nos. 333-92271, 333-92271-01 and 333-92271-02, filed by US Unwired Inc., Louisiana Unwired, LLC and Unwired Telecom Corp. on
February 23, 2000)
|     | 
|4.10 |  | Second Amendment to Registration Rights Agreement dated as of June 9, 2000 by and among US Unwired Inc., The 1818 Fund III, L.P., TCW Leveraged Income Trust, L.P., TCW Leveraged Income Trust
II, L.P., TCW Shared Opportunity Fund II, L.P., TCW Shared Opportunity Fund IIB, LLC, TCW Shared Opportunity Fund III, L.P., TCW/Crescent Mezzanine Trust II, TCW/Crescent Mezzanine Partners II, L.P. and Brown University Third Century
Fund)                                                                                                                                                                                                                                                                          
|     | 
|4.11 |  | Shareholders Agreement dated as of October 29, 1999 by and among US Unwired Inc., The 1818 Fund III, L.P. and the shareholders of US Unwired Inc. who are signatories thereto. (Incorporated by
reference to Exhibit 10.8 to the Registration Statement on Form S-4, Registration Nos. 333-92271, 333-92271-01 and 333-92271-02, filed by US Unwired Inc., Louisiana Unwired, LLC and Unwired Telecom Corp. on December 7, 1999)                                                                                                                                                                                                                                                                                        
|     | 
|4.12 |  | First Amendment to Shareholders Agreement dated as of February 15, 2000 by and among US Unwired Inc., The 1818 Fund III, L.P., TCW Leveraged Income Trust, L.P., TCW Leveraged Income Trust II,
L.P., TCW Shared Opportunity Fund II, L.P., TCW Shared Opportunity Fund IIB, LLC, TCW Shared Opportunity Fund III, L.P., TCW/Crescent Mezzanine Trust II, TCW/Crescent Mezzanine Partners II, L.P. and Brown University Third Century Fund. (Incorporated
by reference to Exhibit 10.18 to Amendment No. 2 to the Registration Statement on Form S-4, Registration Nos. 333-92271, 333-92271-01 and 333-92271-02, filed by US Unwired Inc., Louisiana Unwired, LLC and Unwired Telecom Corp. on February 23,
2000)      



26



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|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|---- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     | 
|4.13 |  | Second Amendment to Shareholders Agreement dated as of May 16, 2000 among US Unwired Inc., The 1818 Fund III, L.P., TCW Leveraged Income Trust, L.P., TCW Leveraged Income Trust II,
L.P., TCW Shared Opportunity Fund II, L.P., TCW Shared Opportunity Fund IIB, LLC, TCW Shared Opportunity Fund III, L.P., TCW/Crescent Mezzanine Trust II, TCW/Crescent Mezzanine Partners II, L.P. and Brown University Third Century Fund, and the
shareholders of US Unwired Inc. named therein. (Incorporated by reference to Exhibit 10.29 to Post-Effective Amendment No. 1 to the Registration Statement on Form S-1, Registration Nos. 333-33964 filed by US Unwired Inc. on May 18,
2000)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|     | 
|4.14 |  | Registration Rights Agreement, dated April 1, 2002, by and among the Registrant, and Investcorp IWO Limited Partnership, Ballet Limited, Denary Limited, Gleam Limited, Highlands Limited,
Noble Limited, Outrigger Limited, Quill Limited, Radial Limited, Shoreline Limited, Zinnia Limited, Investcorp Investment Equity Limited, Alloway Limited, Carrigan Limited, Frankfort Limited, Paugus Limited, Wireless International Limited, Wireless
Equity Limited, Wireless Holdings Limited, Wireless Investments Limited, IWO Equity Limited, IWO Investments Limited, Cellular Equity Limited, Mobile Holdings Limited, Wireless IIP Limited, Equity IWO Limited, New IWO Equity Limited, New Wireless
IIP Limited, New Equity IWO Limited, Odyssey Investment Partners Fund, LP, Odyssey Coinvestors, LLC, Paribas North America Inc., TCW/Crescent Mezzanine Trust II, TCW/Crescent Mezzanine Partners II, LP, TCW/Crescent Leveraged Income Trust, LP,
TCW/Crescent Leveraged Income Trust II, LP, TCW/Crescent Leveraged Income Trust IV, LP, Solon Kandel, J.K. Hage III, Steven Nielsen, Delhi PCS Inc., Dry Brook Holdings LLC, MTC North Inc., Newport PCS Inc., Finger Lakes Technologies Group Inc.,
Adirondack Capital LLC, Cerberus Investments LP, Charles Lane, William L. Henning, Sr., Lena B. Henning, William L. Henning, Jr., John A. Henning, and Thomas G. Henning. (Incorporated by reference to Exhibit 4(i)(e) filed with the
Registrants Quarterly Report on Form 10-Q on August 13, 2002)
|     | 
|4.15 |  | Agreement and Plan of Merger, dated as of February 8, 2002 by and among US Unwired Inc., Saints Sub, LLC and Georgia PCS Management, LLC. (Incorporated by reference to Exhibit 2.1 filed with
US Unwired Inc.s Amendment to Current Report on Form 8-K on March 22, 2002)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|     | 
|4.16 |  | Warrant Agreement dated as of February 2, 2001 by and among IWO Holdings, Inc., a Delaware corporation and Firstar Bank, N.A. as warrant agent (Incorporated by reference to Exhibit 10.20
filed with the registration statement on Form S-4, filed by IWO Holdings, Inc. and Independent Wireless One Corporation on April 13, 2001, Registration no. 333-58902)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|     | 
|4.17 |  | Warrant Registration Rights Agreement, dated as of February 2, 2001, among IWO Holdings, Inc. and Credit Suisse First Boston Corporation (acting through an affiliate, Donaldson, Lufkin &
Jenrette Securities Corporation), Chase Securities Inc., BNP Paribas Securities Corp. and UBS Warburg LLC as representatives of the initial purchasers of IWO Holdings, Inc.s senior notes and warrants. (Incorporated by reference to Exhibit 4.19
of the Form 10-K filed by US Unwired Inc. on March 31, 2003)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|     | 
|31.1 |  | Certification by President and Chief Executive Officer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|     | 
|31.2 |  | Certification by Chief Financial Officer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|     | 
|32.1 |  | Section 1350 certification by President and Chief Executive Officer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|     | 
|32.2 |  | Section 1350 certification by Chief Financial Officer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  



---



Registrant agrees to furnish to the Commission on request copies of any instrument defining the rights of holders of
long-term debt the total amount of which does not exceed 10% of the total consolidated assets of the registrant and which is otherwise not filed as an exhibit.



b. Reports on Form 8-K



On May 2, 2005, we filed a Current Report on Form 8-K containing information disclosing the impact of IWO management fees upon the financial statements of US
Unwired.



27



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On May 5, 2005, we filed a Current Report on Form 8-K containing a press release announcing the Companys
preliminary earnings for the three-month period ended March 31, 2005 and a transcript of the Companys conference call for the three-month period ended March 31, 2005.



On June 21, 2005, we filed a Current Report on Form 8-K containing an announcement that the Company filed a Motion for Preliminary
Injunction and a Complaint for Injunctive Relief in the U.S. District Court for the Western District of Louisiana seeking to enjoin Sprint Corporation and Nextel Communications, Inc. from proceeding with the anticipated merger of those companies.



On July 1, 2005, we filed a Current Report on Form 8-K containing pro
forma financial statements for US Unwired reflecting our divestiture of IWO.



On July 11, 2005, we filed a Current Report on Form 8-K containing an announcement that US Unwired Inc., Sprint Corporation and UK Acquisition Corp., a wholly owned subsidiary of Sprint, entered into a merger agreement, pursuant to
which Sprint agreed to acquire US Unwired for approximately $1.3 billion.



SIGNATURES



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



|              |  |  |  |                 |  |     |  |                        
|------------- |  |  |  | --------------- |  | --- |  | -----------------------
|July 26, 2005 |  |  |  | US UNWIRED INC.
|              |  |  |  |                
|              |  |  |  |                 |  | By: |  | /s/ Jerry E. Vaughn    
|              |  |  |  |                 |  |     |  | Jerry E. Vaughn        
|              |  |  |  |                 |  |     |  | Chief Financial Officer



28