##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-K
 þ
    
    Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
 For the Fiscal Year Ended December 31, 2006
 or
 o
    
    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: 1-15325
 SUNCOM WIRELESS HOLDINGS, INC.
  Delaware
(State or other jurisdiction of 
incorporation or organization)
    
    23-2974475
(I.R.S. employer
identification number)
 1100 Cassatt Road
Berwyn, Pennsylvania 19312
 (610) 651-5900
 Securities registered pursuant to Section 12(b) of the Act:
 Title of Class
  Name of Exchange on Which Registered
  Securities registered pursuant to Section 12(g) of the Act:
 o þ
 o þ
 þ o
 o
  o þ o
 o þ
   Class
    
    Outstanding at February 9, 2007Class A Common Stock, $.01 par value per share
    
    71,252,554 shares
 DOCUMENTS INCORPORATED BY REFERENCE
 Document
    
    Parts Into Which IncorporatedProxy Statement for the 2007 Annual Meeting of Stockholders
    
    Part II, Item 5 and Part III




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##### Table of Contents



SUNCOM WIRELESS HOLDINGS, INC.
FORM 10-K
TABLE OF CONTENTS
 PagePART IItem 1
    
    Business
    
    
    1Item 1A
    
    Risk Factors
    
    
    18Item 1B
    
    Unresolved Staff Comments
    
    
    24Item 2
    
    Properties
    
    
    24Item 3
    
    Legal Proceedings
    
    
    24Item 4
    
    Submission of Matters to a Vote of Security Holders
    
    
    24PART IIItem 5
    
    Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
    
    
    25Item 6
    
    Selected Financial Data
    
    
    27Item 7
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    29Item 7A
    
    Quantitative and Qualitative Disclosures about Market Risk
    
    
    48Item 8
    
    Financial Statements & Supplementary Data
    
    
    F-1Managements Report on Internal Control over Financial Reporting
    
    
    F-2Report of Independent Registered Public Accounting Firm
    
    
    F-3Consolidated Balance Sheets
    
    
    F-4Consolidated Statements of Operations
    
    
    F-5Consolidated Statements of Redeemable Preferred Equity and Stockholders Equity (Deficit)
    
    
    F-6Consolidated Statements of Cash Flows
    
    
    F-7Notes to Consolidated Financial Statements
    
    
    F-8Item 9
    
    Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
    
    
    49Item 9A
    
    Controls and Procedures
    
    
    49Item 9B
    
    Other Information
    
    
    49PART IIIItem 10
    
    Directors, Executive Officers and Corporate Governance
    
    
    49Item 11
    
    Executive Compensation
    
    
    49Item 12
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    49Item 13
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    49Item 14
    
    Principal Accountant Fees and Services
    
    
    49PART IVItem 15
    
    Exhibits and Financial Statement Schedules
    
    
    50Specimen Class A Common Stock CertificateAmendment Number 1 to the Purchase AgreementAssignment AgreementSubsidiaries of SunCom Wireless Holdings, Inc.Consent of PricewaterhouseCoopers LLPCertificationCertificationCertificationCertificationCertification
 i




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##### Table of Contents



PRELIMINARY NOTES
 SEC
  SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS
 anticipate believe, could, estimate, expect, intend, may, should, will would forward-looking
 ii




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##### Table of Contents



PART I
 
 ITEM 1. BUSINESS
 Introduction
 http://www.suncom.com
 SunCom we us our Holdings SunCom Wireless
 Overview
  PCS
    GSM/GPRS,
  1




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##### Table of Contents



Significant Events in 2006
 
    
    Technology Migration.We successfully migrated all of our Time Division Multiple
Access, or TDMA,subscribers to our GSM/GPRS network and decommissioned all of our TDMA
network and related assets.
    
    Pre-paid Subscriber Plan Launch.In September 2006, we introduced a new pre-paid
subscriber platform in our continental United States segment. As of December 31, 2006, we
had 3,782 pre-paid subscribers on this new platform. These plans require subscribers to
prepay for usage that is utilized based upon established rates.
    
    Tower Sale.On November 13, 2006, we agreed to sell 69 wireless communications towers
located in our continental United States business segment to SBA Towers II LLC for
approximately $18.0 million in the aggregate. In addition, in connection with this sale,
we will enter into site lease agreements with SBA Towers, in which we will agree to pay SBA
Towers monthly rent for the continued use of space that we occupy on the towers prior to
their sale. The leases will have an initial term of 10 years, and the monthly rental amount
will be subject to certain escalation clauses over the life of the lease. We are required
to prepay the first four years rent under each site agreement at each closing. The first
closing of 48 towers occurred in February 2007, and the remaining towers are expected to
close by the end of the first quarter of 2007.
    
    Lafayette.Prior to September 30, 2006, we had funded senior loans to Lafayette
Communications Company L.L.C., an entrepreneur under Federal Communications Commission, or
FCC, guidelines, to finance the acquisition of PCS licenses. Effective September 30, 2006,
Lafayette and SunCom consented to dissolve Lafayette and liquidate its assets. Because we
had determined that we possessed a controlling financial interest and that we were the
primary beneficiary of Lafayettes operating activities, we had consolidated Lafayettes
operations with our financial statements. Immediately prior to September 30, 2006, the
date of Lafayettes dissolution, our consolidated balance sheet included (i) a
non-controlling interest in a variable interest entity of approximately $0.1 million
related to the 61% of Lafayette not owned by us and (ii) $0.2 million of cash. Lafayettes
cash is expected to be distributed to its members, including SunCom, during 2007.
    
    Continental United States Reorganization.In January 2006, we announced that SunCom
would reorganize its continental United States operations during 2006. This reorganization
consolidated and relocated operations and resulted in the termination of approximately 48
positions, or 3% of its workforce. In addition, approximately 13 employees were relocated
as a result of this streamlining. These changes were a result of our strategic planning
process.
 Recent Developments
 
    
    Athens Sale.In August 2006, we entered into a definitive agreement to sell to
Cingular Wireless substantially all of the assets of our wireless communications network
and FCC licenses relating to our Athens, Georgia market. The closing of the sale occurred
on January 31, 2007. The carrying values of the network assets and FCC licenses sold as
part of this agreement were $2.5 million and $8.9 million, respectively, and total proceeds
for the fair value of the assets sold was approximately $11.8 million.
    
    Debt-for-Equity Exchange.On January 31, 2007, Holdings, SunCom Wireless and SunCom
Wireless Investment Company LLC, a Delaware limited liability company and a wholly-owned
subsidiary of Holdings, or SunCom Investment, and certain
holders of the 93/8% Senior
Subordinated Notes due 2011 and 83/4% Senior Subordinated Notes due 2011 of SunCom Wireless,
or collectively the SunCom Wireless Subordinated Notes, entered into an Exchange Agreement,
pursuant to which the holders of the SunCom Wireless Subordinated Notes that are parties
thereto, who currently hold approximately 95% of the outstanding principal amount of the
SunCom Wireless Subordinated Notes, will exchange all of their outstanding SunCom Wireless
Subordinated Notes (subject to certain contractual constraints) in exchange for an
aggregate of approximately 50.4 million shares of Holdings Class A common stock. The 50.4
million shares reflect a 1-for-10 reverse stock split to be effected
pursuant to the merger described below. This exchange will be effected by
SunCom Investment. Immediately prior to the exchange, Holdings will contribute to SunCom
Investment the new shares of Class A common stock necessary to complete the exchange. As a
result of the exchange, the holders of the outstanding SunCom Wireless Subordinated Notes
participating in the exchange will receive in the aggregate (in respect of their SunCom
Wireless Subordinated Notes tendered in the exchange) approximately 87.5% of our
outstanding Class A common stock on a fully-diluted basis. The existing holders of
Holdings Class A common stock will own approximately 12.5% of Holdings Class A common
stock on a fully-diluted basis following the exchange.
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The Exchange Agreement contains customary representations, warranties and covenants. In
connection with the Exchange Agreement, the holders of the SunCom Wireless Subordinated
Notes have agreed to exit consents that will remove, effective as of the closing of the
exchange, substantially all of the restrictive covenants and certain of the events of
default from the indentures governing the SunCom Wireless Subordinated Notes.The Exchange Agreement contains covenants of the parties calling for the board of directors
of Holdings to be reconstituted, immediately following the closing of the exchange, to
include Michael Kalogris and Scott Anderson, both current directors of Holdings, as well as
eight new directors to be designated by various of the holders of the SunCom Wireless
Subordinated Notes that are parties to the Exchange Agreement. Also pursuant to the Exchange
Agreement, Holdings has agreed, following the closing of the exchange, to pursue strategic
alternatives, including the potential sale of substantially all of its business.Under the terms of the Exchange Agreement, Holdings may not initiate or solicit alternative
proposals prior to the closing of the exchange, subject to exceptions that permit Holdings
board of directors to respond to unsolicited proposals and take actions required by their
fiduciary duties.The Exchange Agreement and the related merger (described below) are subject to the approval
of Holdings stockholders holding a majority of the current outstanding shares of Holdings
Class A common stock. In addition, the consummation of the exchange is subject to
various other conditions, including receipt of approval from the FCC and other customary
closing conditions. The parties expect the exchange and the related merger to close in the
second quarter of 2007.The Exchange Agreement contains termination rights, including Holdings right to terminate
the Exchange Agreement if Holdings board of directors accepts a superior proposal, and provides that, upon the
termination of the Exchange Agreement under specified circumstances, Holdings will be
required to pay each holder of SunCom Wireless Subordinated Notes that is a party to the
Exchange Agreement a break-up fee equal to 2% of the total outstanding principal amount of
the SunCom Wireless Subordinated Notes held by such holder as of the date of the Exchange
Agreement, or approximately $14.2 million in the aggregate. Whether or not the exchange
transaction is consummated, Holdings is obligated to pay the reasonable fees and expenses of
counsel to the holders of the SunCom Wireless Subordinated Notes participating in the
exchange, up to $1.0 million in the aggregate.Also on January 31, 2007, simultaneously with the execution of the Exchange Agreement,
Holdings entered into an Agreement and Plan of Merger with SunCom Merger Corp., a Delaware
corporation and direct wholly-owned subsidiary of Holdings formed for the purpose of
entering into the merger agreement, or Merger Sub. Pursuant to the merger agreement, Merger
Sub will be merged with and into Holdings, with Holdings continuing as the surviving
corporation in the merger. In the merger, each issued and outstanding share of Class A
common stock of Holdings will be converted into 0.1 share of Class A common stock of
Holdings, as the surviving corporation in the merger, plus the contingent right to receive
additional shares of Class A common stock of Holdings, as the surviving corporation in the
merger, totaling up to a maximum of 3% of the fully-diluted Class A common stock of Holdings
(after giving effect to the exchange transaction assuming full participation by the SunCom
Wireless Subordinated Notes) in the aggregate to all holders immediately prior to the
merger, in the event Holdings fails to undertake certain actions related to a potential sale
of Holdings following the exchange and the merger. Each issued and outstanding share of
common stock of Merger Sub will be cancelled in the exchange for no consideration. The
merger will be consummated prior to the consummation of the transactions contemplated by the
Exchange Agreement. The merger is being effected, among other reasons, to implement a
1-for-10 reverse stock split and to ensure that Holdings has sufficient authorized shares of
Class A common stock to complete the exchange. The merger is subject to the approval of
stockholders of Holdings holding a majority of the current outstanding shares of Class A
common stock.In connection with the exchange, J.P. Morgan SBIC LLC and Sixty Wall Street SBIC Fund L.P.
transferred all of their shares of Holdings Class B non-voting common stock (which
constituted all remaining outstanding Class B shares) to their affiliates, J.P. Morgan
Capital, L.P. and Sixty Wall Street Fund, L.P., respectively. Such entities then converted
all of such shares of Class B non-voting common stock into shares of Class A common stock.
These affiliates, together with J.P. Morgan Partners (23A SBIC), L.P., have agreed to vote
all of their shares of Class A common stock, which constitutes 23.9% of the outstanding
Class A common stock, in favor of the exchange and the merger.
In addition, certain holders of the SunCom Wireless Subordinated Notes
who own approximately 16% of the outstanding Class A common stock
have agreed in the Exchange Agreement to vote their shares of Class A
common stock in favor of the exchange and the merger.
 Reportable Segments
  3




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Continental United States Segment
  Puerto Rico and the U.S. Virgin Islands Segment
  Business Strategy and Competitive Strengths
  Continental United States
 
    
    Provide Enhanced Value.We offer our customers rate plans
tailored to their personal needs at competitive prices. Our
affordable, simple pricing plans, including the Truth in Wireless
Rate Plans, which emphasize no hidden fees, and the UnPlan, which
provides essentially unlimited calling from a subscribers local
calling area for a fixed price, are designed to promote the use of
wireless services. In addition, we introduced a new pre-paid
subscriber platform in our continental United States segment
during the fourth quarter of 2006 to attract potential subscribers
with challenged credit.
    
    Attractive Licensed Area.We believe that we can continue to
increase our subscriber base by penetrating our existing markets.
Our markets have favorable demographic characteristics for
wireless communications services. According to the 2005 Paul Kagan
Associates Report, our continental United States segment includes
9 of the top 100 markets in the country with population densities
that are higher than the national average.
    
    Network Quality.We are committed to making the capital
investment required to maintain and operate a superior,
high-quality network. Within our continental United States
segment, we offer personal communications service to a population
of approximately 14.8 million people in 27 markets. We operate a
comprehensive network, which includes included 2,351 cell sites,
two GSM mobile switching centers, three GSM mobile switching center servers and
twelve media gateways, which all offer GSM/GPRS
technology. Our network is compatible with the networks of
Cingular Wireless, T-Mobile and other wireless communications
service providers that use GSM/GPRS technology.
    
    Deliver Quality Customer Service.We believe that superior
customer service is a critical element in attracting and retaining
customers. Our point-of-sale activation process is designed to
ensure quick and easy service initiation, including customer
qualification. Through 365 customer care representatives, our
interactive voice response system, or IVR,and our
state-of-the-art customer care facilities in Richmond, Virginia
and Charleston, South Carolina, we emphasize proactive and
responsive customer care, including rapid call-answer times,
welcome packages and anniversary calls.
 4




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Puerto Rico and U.S. Virgin Islands
 
    
    Network Quality.Within our Puerto Rico and U.S. Virgin
Islands segment, we offer personal communications service to a
population of approximately 4.1 million people in three markets.
We operate a comprehensive network, which includes 263 cell sites
and one GSM mobile switching center, which offer GSM/GPRS digital
technology. Our network is compatible with the networks of
Cingular Wireless and other wireless communications service
providers that use GSM/GPRS technology.
    
    Provide Enhanced Features.According to our market research, a
significant portion of the subscribers within our Puerto Rico
segment utilize their wireless handset as their primary means of
communication. As such, our advertising emphasizes that our rate
plans include such features as unlimited local calling, text and
picture messaging, e-mail and Internet capabilities. These
features are designed to promote the use of wireless services
within our Puerto Rico and U.S. Virgin Islands segment.
    
    Attractive Licensed Area.We believe that we can continue to
increase our subscriber base by penetrating our Puerto Rico and
U.S. Virgin Islands markets that we acquired from Cingular
Wireless in December 2004. According to the 2005 Paul Kagan
Associates Report, San Juan, one of the three Puerto Rico markets
in which we operate, is one of the top 25 largest U.S. markets in
terms of population.
    
    Deliver Quality Customer Service.Our point-of-sale activation
process is designed to ensure quick and easy service initiation,
including customer qualification. Through our 171 customer care
representatives, our IVR system and our state-of-the-art customer
care facility in Caguas, Puerto Rico, we emphasize proactive and
responsive customer care, including rapid call-answer times,
welcome packages and anniversary calls. Although we outsource our
Puerto Rico customer care facility to Atento de Puerto Rico, we
manage the operations of this customer care center.
 Sales, Marketing and Distribution
  
    
    Company-Owned Retail Stores.We make extensive use of
company-owned retail stores for the distribution and sale of our
handsets and services. We believe that company-owned retail stores
offer a considerable competitive advantage by providing a strong
local presence, which is required to achieve high retail
penetration in suburban and rural areas and the lowest customer
acquisition cost. We had 111 company-owned SunCom retail stores
open as of December 31, 2006. Of these 111 stores, 86 were
located within the continental United States and 25 were located
in Puerto Rico and the U.S. Virgin Islands.
    
    Direct Sales.We focus our direct sales force on corporate
users. As of December 31, 2006, our direct corporate sales force
consisted of 22 dedicated professionals targeting wireless
decision-makers within mid-sized corporations. Of these 22 direct
sales associates, 18 were located within the continental United
States and four were located in Puerto Rico and the U.S. Virgin
Islands.
    
    Agent Distribution.We have distribution agreements with
strategically-aligned regional agent retailers. These agents have
389 distribution points in the continental United States and 254
distribution points in Puerto Rico and the U.S. Virgin Islands as
at December 31, 2006.
    
    Direct Marketing.We use direct marketing efforts such as
direct mail and telemarketing to generate customer leads.
Telemarketing sales allow us to maintain low selling costs and to
sell additional features or customized services.
    
    Website.We have established an online store on our website,
http://www.suncom.com. Our online store conveys our marketing
message and generates customers through online purchasing. We
deliver all of the information a customer requires to make a
purchasing decision on our website. Customers are able to choose
rate plans, features, handsets and accessories. The online store
provides a secure environment for transactions, and customers
purchasing through the online store encounter a transaction
experience similar to that of customers purchasing service through
other channels.
 5




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
    
    Pricing.Our pricing plans are competitive and straightforward.
We offer our customers large packages of minutes within our
regional calling areas plus roaming access to the nations two
largest GSM/GPRS networks. Most of our rate plans allow customers
to make and receive calls without paying additional roaming or
long distance charges within our regional calling area. It is by
virtue of our extensive network and roaming arrangements with
roaming partners, that we can offer such competitive rate plans.
Our Truth in Wireless Rate Plans and the UnPlan, which provides
essentially unlimited calling from a subscribers local calling
area at a fixed price, are two examples of such rate plans. In
addition, we introduced a pre-paid platform in our continental
United States segment to service potential subscribers with
challenged credit.
    
    Network QualityOur commitment to making the capital investment
necessary to maintain and operate a high-quality network allows us
to provide extensive coverage within our markets.
    
    Advertising.We believe our most successful marketing strategy
is to establish a strong local presence in each of our markets. We
are directing our media and promotional efforts at the local
communities we serve with advertisements in local publications and
sponsorship of local and regional events. We combine our local
efforts with mass marketing strategies and tactics to build the
SunCom brand locally. Our media effort includes television, radio,
newspaper, magazine, outdoor and Internet advertisements to
promote our brand. In addition, we use newspaper and radio
advertising and our web page to promote specific product offerings
and direct marketing programs for targeted audiences.
 Network Infrastructure
  Network Operations
  Switched Interconnection/Backhaul.
 Long Distance.
 Roaming.
 Network Monitoring Systems.
 6




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Network Digital Technology
  Federal Regulation
 Communications Act
 FAA
  Licensing and Build-Out of Cellular and PCS Systems.
  
    
    provided substantial service during its past license term; and
    
    substantially complied with applicable FCC rules and policies and the Communications Act.
  7




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Spectrum Caps and Spectrum Leasing.
  New Spectrum Opportunities and Advanced Wireless Data Services.
  8




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##### Table of Contents



Transfers and Assignments of Cellular and PCS Licenses.
  Foreign Ownership.
 Roaming.
 Enhanced 911 Services. E-911
 9




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Radiofrequency Emissions. OET
   Interconnection. TELRIC
 10




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
    
    In August 2003, the FCC released a clarification of its TELRIC rules that
could increase our costs of interconnection.
    
    In September 2003, the FCC initiated a rulemaking to consider broader
modifications to the TELRIC rules, which could increase or decrease our costs of
interconnection. This proceeding remains pending.
    
    In 2001, the FCC initiated a proceeding that could greatly modify the current
regime of payments for interconnection. In February 2005, the FCC sought comment on seven
specific interconnection proposals filed by different industry groups and others in the
proceeding, which have varying impacts on wireless carriers. It sought comment on an
additional reform proposal in 2006, referred to as the Missoula Plan, which would increase
end-user charges, make a series of adjustments to interconnection payments, and preempt
state authority over intrastate access charges. The FCC also sought comment in 2006 on a
separate proposal to address phantom traffic, which refers to calls that cannot be billed
properly because they are improperly routed, mislabeled or unlabeled.
    
    In February 2005, the FCC also determined that local exchange carriers may no
longer file wireless termination tariffs regarding termination rates to be charged to
wireless carriers as part of the interconnection negotiation process. In addition, key
members of Congress have expressed strong interest in reviewing and modifying the current
interconnection system of payments during the next two years. If the FCC or Congress
modifies the current regime of payments for interconnection, our costs for interconnection
could change.
 Universal Service Funds.
   11




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##### Table of Contents



Outage Reporting.
 Electronic Surveillance. CALEA,
  Telephone Numbers.
 
    
    Carriers must meet specified number usage thresholds before they can
obtain additional telephone numbers. The current threshold requires
carriers to show that they are using 75% of all numbers assigned to
them in a particular rate center. The FCC has adopted a safety
valve mechanism that could permit carriers to obtain telephone
numbers under certain circumstances even if they do not meet the usage
thresholds.
    
    Carriers must share blocks of telephone numbers, a requirement known
as number pooling. Under number pooling, numbers previously
assigned in blocks of 10,000 are assigned in blocks of 1,000, which
significantly increases the efficiency of number assignment. In
connection with the number pooling requirement, the FCC also adopted
rules intended to increase the availability of blocks of 1,000
numbers, including a requirement that numbers be assigned sequentially
within existing blocks of 10,000 numbers.
    
    Carriers must provide detailed reports on their number usage, and the
reports are subject to third-party audits. Carriers that do not
comply with reporting requirements are ineligible to receive numbering
resources.
    
    States may implement technology-specific and service-specific area
code overlays to relieve the exhaustion of existing area codes, but
only with specific FCC permission.
   12




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Environmental Processing. NEPA NHPA
   Rate Integration. long distance
 Privacy. CPNI
 13




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Billing. NASUCA
   Access for Individuals with Disabilities. HAC
  14




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Wireless Spam. CAN-SPAM Act.
 Public Safety Interference
 State Regulation and Local Approvals
     15




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Competition
 MVNOs
  
    
    network quality, which is the coverage provided by our cell sites and
infrastructure as well as roaming agreements with carriers that enable our customers to
utilize their networks when traveling outside of our coverage area;
    
    price and value, which includes the monthly charges we bill our wireless
subscribers and the minutes of use they receive;
    
    quality customer care, which includes the speed and accuracy of customer
issue resolution; and
    
    products offered, which include a variety of handsets and accessories with
multiple capabilities, including data services.
   Intellectual Property
  16




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Employees
  Available Information
 http://www.suncom.com Exchange Act http://www.sec.gov
 www.suncom.com
 17




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ITEM 1A. RISK FACTORS
  We have experienced losses during four of the last five years, and we may be unable to regain
profitability.
  
    
    grow our subscriber base;
    
    manage customer turnover rates effectively;
    
    price our services competitively; and
    
    control our operating and non-operating expenses.
  We are highly leveraged and do not project sufficient cash flow to fund SunCom Wireless debt
service and operating expenses beyond 2009. Accordingly, if our debt-for-equity exchange
transaction is not consummated or if SunCom Wireless does not secure another source of liquidity,
we will need to implement an alternative financial plan, such as a significant asset sale, to
reduce debt.
  Consummation of our debt-for-equity exchange transaction will significantly dilute the
current holders of our Class A common stock, which could potentially reduce the return to such
stockholders in the event a sale transaction involving Holdings is consummated following the
exchange.
  18




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Valuation
Information
  Sale Transition Valuation Analysis(Dollars in millions, except per share data)SALE TRANSACTION VALUE
    
    $
    1,200
    
    
    $
    1,400
    
    
    $
    1,600
    
    
    $
    1,700
    
    
    $
    1,800
    
    
    $
    2,000Sale Proceeds  Pre-Exchange(1)Cash on Hand(2)
    
    $
    200
    
    
    $
    200
    
    
    $
    200
    
    
    $
    200
    
    
    $
    200
    
    
    $
    200Net Expenditures(3)
    
    $
    (100
    )
    
    $
    (100
    )
    
    $
    (100
    )
    
    $
    (100
    )
    
    $
    (100
    )
    
    $
    (100
    )Less Senior Debt Principal(4)
    
    $
    (972
    )
    
    $
    (972
    )
    
    $
    (972
    )
    
    $
    (972
    )
    
    $
    (972
    )
    
    $
    (972
    )Sale Transaction Expenses(5)
    
    $
    (132
    )
    
    $
    (132
    )
    
    $
    (142
    )
    
    $
    (172
    )
    
    $
    (192
    )
    
    $
    (212
    )Total Distributable Proceeds
Before Subordinated Notes:
    
    $
    196
    
    
    $
    396
    
    
    $
    586
    
    
    $
    656
    
    
    $
    736
    
    
    $
    916Subordinated Notes(6)
    
    $
    196
    
    
    $
    396
    
    
    $
    586
    
    
    $
    656
    
    
    $
    736
    
    
    $
    774Current Stockholders
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    142Per Common Share(7)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    1.97Sale Proceeds  Post-Exchange(8)Cash on Hand(2)
    
    $
    200
    
    
    $
    200
    
    
    $
    200
    
    
    $
    200
    
    
    $
    200
    
    
    $
    200Net Expenditures(9)
    
    $
    (60
    )
    
    $
    (60
    )
    
    $
    (60
    )
    
    $
    (60
    )
    
    $
    (60
    )
    
    $
    (60
    )Less Senior Debt Principal(4)
    
    $
    (972
    )
    
    $
    (972
    )
    
    $
    (972
    )
    
    $
    (972
    )
    
    $
    (972
    )
    
    $
    (972
    )Sale Transaction Expenses(5)
    
    $
    (132
    )
    
    $
    (132
    )
    
    $
    (142
    )
    
    $
    (172
    )
    
    $
    (192
    )
    
    $
    (212
    )Total Distributable Proceeds To
Common Stockholders:
    
    $
    236
    
    
    $
    436
    
    
    $
    626
    
    
    $
    696
    
    
    $
    776
    
    
    $
    956Subordinated Notes Stockholders(10)
    
    $
    208
    
    
    $
    384
    
    
    $
    551
    
    
    $
    612
    
    
    $
    683
    
    
    $
    841Current Stockholders
    
    $
    28
    
    
    $
    52
    
    
    $
    75
    
    
    $
    84
    
    
    $
    93
    
    
    $
    115Per Common Share(11)
    
    $
    0.39
    
    
    $
    0.73
    
    
    $
    1.04
    
    
    $
    1.16
    
    
    $
    1.29
    
    
    $
    1.59
 
 (1)
    
    Assumes a sale transaction is consummated as of October 31, 2007.(2)
    
    Assumes a cash and short-term investment balance as of December 31, 2006.(3)
    
    Represents expected net expenditures through October 31, 2007, including
interest payments paid or accrued through October 31, 2007 on $247 million of
senior secured loans, $725 million principal amount of senior
notes and $744 million principal amount  of the SunCom Wireless
Subordinated Notes.(4)
    
    Includes $247 million of senior secured loans and
$725 million principal amount of senior notes.(5)
    
    Includes (i) estimated refinancing costs of
$725 million principal amount of senior notes, (ii)
estimated taxes incurred in connection with a sale transaction and (iii)
additional estimated expenses to be incurred in connection with a sale
transaction.(6)
    
    Assumes that $744 million principal amount of the SunCom
Wireless Subordinated Notes are
returned for all remaining available proceeds before common stockholders for
transaction values of $1.8 billion or less. At valuations of $2.0 billion and
above, includes a redemption premium on the SunCom Wireless Subordinated Notes of up
to $29.8 million.(7)
    
    Per share amounts based on approximately 72 million shares of Class A common
stock outstanding as of the sale transaction date.(8)
    
    Assumes that the exchange is consummated as of April 30, 2007, and a sale
transaction is consummated as of October 31, 2007. 19




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##### Table of Contents



(9)
    
    Represents expected net expenditures through October 31, 2007, including
interest payments paid or accrued (i) through October 31, 2007 on $247 million
of senior secured loans and $725 million principal amount of
senior notes, and (ii) through
April 30, 2007, on $744 million principal amount of the SunCom Wireless Subordinated Notes.(10)
    
    Assumes 100% participation in the exchange by the holders of the SunCom
Wireless Subordinated Notes. If approximately 95% of the SunCom
Wireless Subordinated
Notes are delivered in the exchange, as is currently contemplated,
approximately $35.6 million of the SunCom Wireless Subordinated Notes would remain
outstanding and would be entitled to payment before any payment would be made
in respect of the Class A common stock, including the Class A common stock
received in respect of the SunCom Wireless Subordinated Notes delivered in the
exchange.(11)
    
    Per share amounts are based on approximately 600 million
Class A shares
outstanding as of the sale transaction date (after giving effect to the shares
issued to the SunCom Wireless Subordinated Noteholders in the
exchange) and does not give effect to
the 1-for-10 reverse stock split that will occur prior to consummation of the
exchange. Our future growth may require significant additional capital, and our substantial
indebtedness could impair our ability to fund our capital requirements.
  
    
    public offerings or private placements of debt securities;
    
    commercial bank loans; and
    
    equipment lease financing.
 1 2
 Our debt instruments contain restrictive covenants that may limit our operating flexibility.
 1 2
  
    
    failure to comply with a documents covenants;
    
    material inaccuracies of representations and warranties;
    
    specified defaults under or acceleration of other indebtedness; and
    
    events of bankruptcy or insolvency.
  20




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##### Table of Contents



1 2
 Our average revenue per user has declined for several years and may not stabilize.
 ARPU
 
    
    increased competition, which has reduced pricing generally; and
    
    expansion of subscriber bases to customers on lower price plans, such as
add-a-line, prepaid plans and similar plans targeting different market segments.
  Substantial competition in all aspects of our business could continue to cause reduced pricing
and have adverse effects on our profit margins.
   Our business could be harmed by adverse regulatory changes.
   Our inability to effectively manage our planned growth could adversely affect our operations.
  The wireless industry is experiencing rapid technological change, and we may lose customers if
we fail to keep up with these changes.
  21




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##### Table of Contents



Changes in our enterprise value, changes in the supply or demand of the market for wireless
licenses, adverse developments in the business or the industry in which we are involved and/or
other factors could require us to recognize impairments in the carrying value of our license costs,
goodwill and/or physical assets.
  A high rate of customer turnover would negatively impact our business and could reduce our
revenues.
  If our wireless service offerings or customer care service do not meet customer expectations,
it could limit our ability to retain or attract customers.
  Our FCC licenses are one of our principal assets, and our business could be harmed if the
value of these licenses decreases or if our licenses are revoked by the FCC.
   Our Universal Service Funding may be reduced or eliminated.
  22




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##### Table of Contents



Roaming revenue represents a significant portion of our total revenues, and its seasonality
will subject our revenue and operating income (loss) to seasonal fluctuations.
   Termination or impairment of our relationship with a small number of key suppliers or vendors
could adversely affect our revenues and results of operations.
  Our success depends on our ability to attract and retain qualified personnel.
  Equipment failure and disasters may adversely affect our operations.
  If hand-held phones pose health and safety risks, we may be subject to new regulations, and
there may be a decrease in demand for our services.
   23




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##### Table of Contents



ITEM 1B. UNRESOLVED STAFF COMMENTS.
  
 ITEM 2. PROPERTIES
  
 ITEM 3. LEGAL PROCEEDINGS
  
 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
  24




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##### Table of Contents



PART II
 
 ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES
OF EQUITY SECURITIES
 Market Information
  OTC.BB
 Low
    
    HighYear Ended December 31, 2006First Quarter
    
    $
    1.45
    
    
    $
    3.10Second Quarter
    
    
    1.16
    
    
    
    1.97Third Quarter
    
    
    0.90
    
    
    
    1.63Fourth Quarter
    
    
    0.60
    
    
    
    1.20Year Ended December 31, 2005First Quarter
    
    $
    1.90
    
    
    $
    3.92Second Quarter
    
    
    1.63
    
    
    
    2.34Third Quarter
    
    
    2.02
    
    
    
    3.84Fourth Quarter
    
    
    2.09
    
    
    
    3.44
    Performance Graph
  
    
    the Nasdaq Telecommunications Index; and
    
    the Standard & Poors 500 Stock Index.
  25




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##### Table of Contents



COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
 
 
 12/31/01
    
    12/31/02
    
    12/31/03
    
    12/31/04
    
    12/31/05
    
    12/31/06Holdings
    
    $
    100.00
    
    
    $
    13.39
    
    
    $
    19.01
    
    
    $
    11.65
    
    
    $
    9.44
    
    
    $
    2.39S&P 500
    
    
    100.00
    
    
    
    77.90
    
    
    
    100.24
    
    
    
    111.15
    
    
    
    116.61
    
    
    
    135.03Nasdaq Telecommunications
    
    
    100.00
    
    
    
    61.62
    
    
    
    110.79
    
    
    
    106.16
    
    
    
    100.63
    
    
    
    127.11
  26




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##### Table of Contents



ITEM 6. SELECTED FINANCIAL DATA
  Years Ended December 31,2006
    
    
    2005
    
    
    2004
    
    
    2003
    
    
    2002(Dollars in thousands, except per share amounts)Statement of Operations Data:Revenues:Service
    
    $
    669,671
    
    
    $
    635,038
    
    
    $
    603,242
    
    
    $
    576,359
    
    
    $
    502,402Roaming
    
    
    85,716
    
    
    
    103,605
    
    
    
    145,999
    
    
    
    180,314
    
    
    
    175,405Equipment
    
    
    97,492
    
    
    
    87,515
    
    
    
    68,959
    
    
    
    53,426
    
    
    
    38,178Total revenues
    
    
    852,879
    
    
    
    826,158
    
    
    
    818,200
    
    
    
    810,099
    
    
    
    715,985Expenses:Costs of service and equipment (excluding the
below amortization and asset impairment and
excluding depreciation and asset disposal of
$221,762, $272,487, $148,088, $132,631 and
$114,007, respectively)
    
    
    417,287
    
    
    
    437,905
    
    
    
    369,421
    
    
    
    352,156
    
    
    
    300,244Selling, general and administrative
(excluding depreciation and asset disposal of
$9,072, $9,771, $13,313, $16,826 and $16,072,
respectively)
    
    
    345,006
    
    
    
    366,251
    
    
    
    260,414
    
    
    
    261,307
    
    
    
    271,094Termination benefits and other related charges
    
    
    1,841
    
    
    
    
    
    
    
    
    
    
    
    2,731
    
    
    
    Asset impairment
    
    
    
    
    
    
    47,700
    
    
    
    
    
    
    
    
    
    
    
    Depreciation and asset disposal (1)
    
    
    230,834
    
    
    
    282,258
    
    
    
    161,401
    
    
    
    149,457
    
    
    
    130,079Amortization
    
    
    39,883
    
    
    
    59,449
    
    
    
    13,162
    
    
    
    4,300
    
    
    
    4,926Total operating expenses
    
    
    1,034,851
    
    
    
    1,193,563
    
    
    
    804,398
    
    
    
    769,951
    
    
    
    706,343Income (loss) from operations
    
    
    (181,972
    )
    
    
    (367,405
    )
    
    
    13,802
    
    
    
    40,148
    
    
    
    9,642Interest expense
    
    
    (152,659
    )
    
    
    (148,619
    )
    
    
    (128,434
    )
    
    
    (140,547
    )
    
    
    (144,086
    )Other expense (2)
    
    
    
    
    
    
    (314
    )
    
    
    (3,092
    )
    
    
    (2,898
    )
    
    
    (7,693
    )Debt extinguishment costs
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (41,171
    )
    
    
    Interest and other income (3)
    
    
    13,557
    
    
    
    15,093
    
    
    
    2,937
    
    
    
    2,285
    
    
    
    6,292Other gain (4)
    
    
    
    
    
    
    
    
    
    
    814,386
    
    
    
    
    
    
    
    Income (loss) before taxes
    (
    $
    321,074
    )
    (
    $
    501,245
    )
    
    $
    699,599
    
    (
    $
    142,183
    )
    (
    $
    135,845
    )Income tax (provision) benefit
    
    
    (16,304
    )
    
    
    4,437
    
    
    
    (17,072
    )
    
    
    (11,907
    )
    
    
    (24,650
    )Net income (loss)
    (
    $
    337,378
    )
    (
    $
    496,808
    )
    
    $
    682,527
    
    (
    $
    154,090
    )
    (
    $
    160,495
    )Accretion of preferred stock
    
    
    
    
    
    
    
    
    
    
    (11,938
    )
    
    
    (13,298
    )
    
    
    (12,038
    )Redemption of preferred stock
    
    
    
    
    
    
    
    
    
    
    34,161
    
    
    
    
    
    
    
    Net income (loss) available to common
stockholders
    (
    $
    337,378
    )
    (
    $
    496,808
    )
    
    $
    704,750
    
    (
    $
    167,388
    )
    (
    $
    172,533
    )Net income (loss) available to common
stockholders per common share (basic)
    (
    $
    4.91
    )
    (
    $
    7.30
    )
    
    $
    10.47
    
    (
    $
    2.52
    )
    (
    $
    2.62
    )Net income (loss) available to common
stockholders per common share (diluted)
    (
    $
    4.91
    )
    (
    $
    7.30
    )
    
    $
    7.07
    
    (
    $
    2.52
    )
    (
    $
    2.62
    )Weighted average common shares outstanding
(basic)
    
    
    68,729,756
    
    
    
    68,042,715
    
    
    
    67,323,095
    
    
    
    66,529,610
    
    
    
    65,885,515Weighted average common shares outstanding
(diluted)
    
    
    68,729,756
    
    
    
    68,042,715
    
    
    
    101,407,414
    
    
    
    66,529,610
    
    
    
    65,885,515
 27




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##### Table of Contents



As of December 31,2006
    
    2005
    
    2004
    
    2003
    
    2002(in thousands)Balance Sheet Data:Cash and cash equivalents
    
    $
    37,683
    
    
    $
    16,083
    
    
    $
    10,509
    
    
    $
    3,366
    
    
    $
    14,133Short-term investments
    
    
    157,600
    
    
    
    334,046
    
    
    
    492,600
    
    
    
    102,600
    
    
    
    198,317Working capital
    
    
    167,669
    
    
    
    288,336
    
    
    
    448,242
    
    
    
    51,903
    
    
    
    172,090Property, plant and equipment, net
    
    
    480,880
    
    
    
    650,284
    
    
    
    814,127
    
    
    
    788,870
    
    
    
    796,503Intangible assets, net
    
    
    794,250
    
    
    
    844,498
    
    
    
    984,052
    
    
    
    488,883
    
    
    
    395,249Total assets
    
    
    1,654,859
    
    
    
    2,000,219
    
    
    
    2,446,962
    
    
    
    1,519,291
    
    
    
    1,617,571Long-term debt and capital lease obligations
    
    
    1,689,737
    
    
    
    1,689,351
    
    
    
    1,688,318
    
    
    
    1,443,788
    
    
    
    1,413,263Redeemable preferred stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    140,301
    
    
    
    127,003Stockholders equity (deficit)
    
    
    (416,892
    )
    
    
    (83,266
    )
    
    
    404,459
    
    
    
    (320,251
    )
    
    
    (187,189
    )
 For the Years Ended December 31,2006
    
    2005
    
    2004
    
    2003
    
    2002(in thousands, except subscriber data)Other Data:Subscribers (end of period)
    
    
    1,087,192
    
    
    
    965,822
    
    
    
    951,745
    
    
    
    894,659
    
    
    
    830,159Cash flows from:Operating activities
    
    
    ($76,539
    )
    
    
    ($73,274
    )
    
    $
    85,173
    
    
    $
    136,799
    
    
    $
    54,090Investing activities
    
    
    108,546
    
    
    
    78,817
    
    
    
    (304,770
    )
    
    
    (78,649
    )
    
    
    (69,713
    )Financing activities
    
    
    (10,407
    )
    
    
    31
    
    
    
    226,740
    
    
    
    (68,917
    )
    
    
    23,909
 
 (1)
    
    Includes net losses of $0.9 million, $5.0 million, $0.9 million, $5.1 million and $3.9
million on the sale or disposal of assets and interest accretion expense on asset
retirement obligations for the years ended December 31, 2006, 2005, 2004, 2003 and 2002,
respectively.(2)
    
    Includes losses of $3.1 million, $2.0 million and $5.4 million on our interest rate
swap arrangements for the years ended December 31, 2004, 2003 and 2002, respectively. We
did not have any interest rate swaps in place during 2005 or 2006.(3)
    
    Includes a gain on debt extinguishment of $0.5 million as well as interest income for
the year ended December 31, 2004. Amounts for the years ended December 31, 2006, 2005,
2003 and 2002 consist of interest income on our cash and short-term investments.(4)
    
    Includes an aggregate gain of $814.4 million resulting from the consummation of the
asset exchange agreement and certain related transactions with Cingular Wireless. See Item
8 Financial Statements and Supplementary DataNotes to Consolidated Financial
StatementsNote 3 for more information. 28




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##### Table of Contents



ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
 Introduction
 The following discussion and analysis is based upon our consolidated financial
statements as of the dates and for the periods presented in this section. You should read this
discussion and analysis in conjunction with our consolidated financial statements and the related
notes contained elsewhere in this report.
         29




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##### Table of Contents



Critical Accounting Policies and Estimates
   
    
    We recognize revenues as services are rendered.
Unbilled revenues result from service provided
from the billing cycle end date to the end of the
month. Unearned revenues result from billing
subscribers in advance for recurring charges such
as access and features. In accordance with
Emerging Issues Task Force, or EITF,00-21
Accounting for Revenue Arrangements with Multiple
Deliverables, in a subscriber activation, the
total proceeds are allocated to the associated
deliverables. When equipment cost exceeds
equipment revenue, referred to as equipment
margin, the activation fee collected, up to the
amount of the equipment margin, is recognized
immediately as equipment revenue. Any subscriber
activation fee collected in excess of the
equipment margin is deferred and recognized over
the estimated subscribers life. Equipment sales
are a separate earnings process from other
services we offer and are recognized upon delivery
to the customer and reflect charges to customers
for wireless handset equipment purchases.
    
    We maintain allowances for doubtful accounts for
estimated losses resulting from the inability of
our subscribers to make required payments. If the
financial condition of a material portion of our
subscribers were to deteriorate, resulting in an
impairment of their ability to make payments,
additional allowances may be required. We
estimate our allowance for doubtful accounts by
applying estimated loss percentages against the
aging of our accounts receivable balances. The
estimated loss percentages are updated
periodically and are based on our historical
write-off experience, net of recoveries.
    
    We write down our inventory for estimated obsolescence or
unmarketable inventory equal to the difference between the cost of
inventory and the estimated market value. Market is determined
using replacement cost. If actual market conditions are less
favorable than those we projected, additional inventory
write-downs may be required.
    
    We record a valuation allowance to reduce our
deferred tax assets to the amount that is more
likely than not to be realized. While we have
considered future taxable income and ongoing
prudent and feasible tax planning strategies in
assessing the need for the valuation allowance, in
the event we were to determine that we would be
able to realize our deferred tax assets in the
future in excess of its net recorded amount, an
adjustment to the net deferred tax asset would
increase income in the period we made that
determination. Likewise, should we determine that
we would not be able to realize all or part of our
net deferred tax asset in the future, an
adjustment to the net deferred tax asset would be
charged to income in the period we made that
determination. We establish additional provisions
for income taxes when, despite the belief that our
tax positions are fully supportable, there remain
certain positions that are likely to be challenged
and may or may not be sustained on review by tax
authorities. We adjust these additional accruals
in light of changing facts and circumstances.
    
    We assess the impairment of long-lived assets, other than
indefinite-lived intangible assets, whenever events or
changes in circumstances indicate the carrying value may not
be recoverable. Factors we consider important that could
trigger an impairment review include significant
underperformance relative to historical or projected future
operating results or significant changes in the manner of
use of the assets or in the strategy for our overall
business. The carrying amount of a long-lived asset is not
recoverable if it exceeds the sum of the undiscounted cash
flows expected to result from the use and eventual
disposition of the asset. When we determine that the
carrying value of a long-lived asset is not recoverable, we
measure any impairment based upon a projected discounted
cash flow method using a discount rate we determine to be
commensurate with the risk involved. Our indefinite-lived
intangible assets are FCC licenses and goodwill. We test
investments in FCC licenses and goodwill for impairment
annually or more frequently if events or
 30




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##### Table of Contents



changes in
circumstances indicate that these indefinite-lived
intangible assets may be impaired. The impairment test
consists of a comparison of the fair value with the carrying
value. In accordance with Statement of Financial Accounting
Standards, or SFAS,No. 142 and our interpretation of EITF
02-7 Unit of Accounting for Testing Impairment of
Indefinite-lived Intangible Assets, goodwill and FCC
licenses are tested for impairment at the reporting unit
level.
    
    We estimate the useful lives of our property, plant and
equipment and our finite-lived intangible assets in order to
calculate depreciation and amortization expense on these
assets. We periodically evaluate our useful lives,
considering such factors as industry trends, new
technologies and significant changes in the manner of use of
the assets or in the strategy for our overall business. The
actual useful lives may be different than our estimated
useful lives, which would thereby result in different
carrying values of our property, plant, equipment and
intangible assets. These evaluations could result in a
change in our depreciable lives and, therefore, our
depreciation and amortization expense in future periods.
    
    We have certain legal obligations related to our network
infrastructure, principally our towers and related assets,
which fall within the scope of SFAS No. 143. These legal
obligations include obligations to remediate leased land on
which our network infrastructure and administrative assets
are located. The significant assumptions used in estimating
our asset retirement obligations include the following: a
probability, depending upon the type of operating lease,
that our assets with asset retirement obligations will be
remediated at the lessors directive; expected settlement
dates that coincide with lease expiration dates plus
estimates of lease extensions, remediation costs that are
indicative of what third party vendors would charge us to
remediate the sites; expected inflation rates are consistent
with historical inflation rates; and credit-adjusted
risk-free rates that approximate our incremental borrowing
rates.
    
    We measure the fair value of restricted stock awards based
upon the market price of our Class A common stock as of the
date of grant, and these grants are amortized over their
applicable vesting period using the straight-line method.
In accordance with SFAS No. 123R, we have estimated a
forfeiture rate of 3% based on historical experience.
 Revenue
  
    
    Service.We sell wireless personal
communications services. The various types of
service revenue associated with wireless
communications services for our subscribers
include monthly recurring charges for access,
features and fees and monthly non-recurring
charges for data usage, such as SMS messaging, and
local, long distance and roaming airtime used in
excess of pre-subscribed usage. Our customers
roaming charges are rate plan dependent and are
based on the number of pooled minutes included in
their plans. Service revenue also includes
non-recurring activation service charges, sublease
income and Universal Service Fund program revenue.
    
    Roaming.We charge per minute fees and per
kilobyte fees to other wireless telecommunications
companies for their customers use of our network
facilities to utilize wireless services. In
addition, our roaming revenue is contingent upon
our roaming partners subscriber growth, their use
of our network and industry consolidation. We
believe our roaming revenues are subject to
seasonality, as we expect to derive increased
revenues from roaming during vacation periods,
reflecting the large number of tourists visiting
resorts in our coverage area. Under our roaming
agreement with Cingular Wireless and as a result
of the change in our service area following our
2004 asset exchange transaction with Cingular
Wireless and AT&T Wireless (see Item 8
Financial Statements and Supplementary DataNotes
to Consolidated Financial StatementsNote
3) , roaming minutes and rates payable from
Cingular Wireless to SunCom decreased in the years
ended December 31, 2006 and 2005, resulting in
significantly decreased revenue. This decline
has been partially offset by increased roaming
minutes payable from T-Mobile to SunCom.
    
    Equipment.We sell wireless personal
communications handsets, data devices and
accessories that are used by our customers in
connection with our wireless services. Equipment
sales are a separate earnings process from other
services offered by SunCom, and we recognize
equipment sales upon delivery to the customer and
reflect charges to customers for wireless handset
equipment purchases.
    
    Interest and Other Income.Interest and other
income primarily includes interest income
generated from our cash and cash equivalents and
short-term investments.
    
    Other Gain.For the year ended December 31, 2004,
other gain consisted primarily of the gains
resulting from the consummation of our definitive
agreements with AT&T Wireless and Cingular
Wireless and the repurchase of a portion of SunCom
Wireless Subordinated Notes. We did not record
any other gain for the years ended December 31,
2006 and 2005.
 31




---



##### Table of Contents



Costs and Expenses
  
    
    Equipment.We purchase personal communications services handsets and accessories from
third party vendors to resell to our customers for use in connection with our services.
Because, when selling directly to our customers, we subsidize the sale of handsets to
encourage the use of our services, the cost of handsets is higher than the resale price to
the customer. We do not manufacture any of this equipment.
    
    Roaming Fees.We incur fees to other wireless communications companies based on airtime
usage by our customers on other wireless communications networks.
    
    Transport and Variable Interconnect.We incur charges associated with interconnection
with wireline and other wireless carriers networks. These fees include fixed monthly
connection costs and other variable fees based on minutes of use by our customers.
    
    Variable Long Distance.We pay usage charges to long distance companies for long
distance service provided to our customers. These variable charges are based on our
subscribers usage, applied at pre-negotiated rates with the other carriers.
    
    Cell Site Costs.We incur expenses for engineering operations and field technicians
(including non-cash compensation), rent of towers, network facilities and related utility
and maintenance charges.
  
    
    Selling, General and Administrative. Our selling expense includes advertising and
promotional costs, commission expense for our sales associates and agents and fixed charges
such as store rent and retail associates salaries. General and administrative expense
includes customer care, billing, financial services and bad debt, information technology,
finance, accounting, legal services and non-cash compensation to our employees and
directors. Certain portions of functions such as customer care, billing, finance,
accounting, human resources and legal services are centralized in order to achieve
economies of scale.
    
    Termination Benefits and Other Related Charges. For the year ended December 31, 2006,
we recorded expenses related to a reorganization that occurred in January 2006. These
expenses consisted primarily of one-time termination benefits and relocation expenses. We
did not record any expenses related to workforce reduction in the years ended December 31,
2005 and 2004.
    
    Asset Impairment.We performed our annual goodwill and indefinite-lived intangible
asset impairment analysis, and based upon this evaluation, we recorded a non-cash asset
impairment charge on our FCC licenses during the year ended December 31, 2005. We did not
incur any impairment charges during the years ended December 31, 2006 and 2004.
    
    Depreciation, Asset Disposal and Amortization.Depreciation of property and equipment is
computed using the straight-line method, generally over three to twelve years, based upon
estimated useful lives. Leasehold improvements are amortized over the lesser of the useful
lives of the assets or the term of the lease. Network development costs incurred to ready
our network for use are capitalized. Depreciation of network development costs begins when
the network equipment is ready for its intended use and is depreciated over the estimated
useful life of the asset. Accretion expense on our asset retirement obligations, as well
as gains and losses incurred on the sale or disposal of company assets, including fixed
assets and subscribers, are recognized within the statement of operations. Amortization of
finite-lived intangible assets, including branding and income leases, is computed using the
straight-line method based upon estimated useful lives. Subscriber list intangibles are
amortized based on the expected turnover rate of the associated subscribers. As the
subscriber base decreases due to turnover, the related amortization decreases
proportionately to the decline in the number of subscribers. We do not amortize our FCC
licenses, as we believe they have indefinite lives.
    
    Interest Expense. Interest expense through December 31, 2006 consisted primarily of
interest on SunCom Wireless senior secured term loan that expires in 2009, the SunCom
Wireless Subordinated Notes and SunCom Wireless 8 1/2% senior notes
due 2013, net of capitalized interest. Interest expense also includes the amortization of
deferred costs incurred in connection with our issuance of debt instruments.
    
    Other Expense. For the year ended December 31, 2004, other expense primarily includes
losses incurred on our previously held interest rate swap agreements. As of December 31,
2006, 2005 and 2004, we did not have any interest rate swap arrangements.
 32




---



##### Table of Contents




    
    Income Tax (Provision) Benefit. We recognize deferred tax assets and liabilities based
on differences between the financial reporting and tax bases of assets and liabilities,
applying enacted statutory rates in effect for the year in which the differences are
expected to reverse. Pursuant to the provisions of SFAS No. 109, Accounting For Income
Taxes, we provide valuation allowances for deferred tax assets for which we do not
consider realization of such assets to be more likely than not. We establish additional
provisions for income taxes when, despite the belief that our tax positions are fully
supportable, there remain certain positions that are likely to be challenged and may or may
not be sustained on review by tax authorities. We adjust these additional accruals in
light of changing facts and circumstances.
  Results of Operations
  Year Ended December 31, 2006 Compared to the Year Ended December 31, 2005
 Consolidated operations
  As of and for the years ended December 31,2006
    
    2005
    
    Change
    
    Change %Gross additions
    
    
    433,690
    
    
    
    403,703
    
    
    
    29,987
    
    
    
    7.4
    %Net additions
    
    
    122,617
    
    
    
    43,216
    
    
    
    79,401
    
    
    
    183.7
    %Termination / sale of subscribers
    
    
    1,247
    
    
    
    29,139
    
    
    
    27,892
    
    
    
    95.7
    %Subscribers (end of period)
    
    
    1,087,192
    
    
    
    965,822
    
    
    
    121,370
    
    
    
    12.6
    %Monthly subscriber churn
    
    
    2.5
    %
    
    
    3.2
    %
    
    
    0.7
    %
    
    
    21.9
    %Average revenue per user
    
    $
    53.58
    
    
    $
    54.79
    
    (
    $
    1.21
    )
    
    
    (2.2
    %)Cost per gross addition
    
    $
    393
    
    
    $
    431
    
    
    $
    38
    
    
    
    8.8
    %
 CPGA GAAP
 Continental United States segment operations
  As of and for the years ended December 31,2006
    
    2005
    
    Change
    
    Change %Gross additions
    
    
    279,527
    
    
    
    280,079
    
    
    
    (552
    )
    
    
    (0.2
    %)Net additions
    
    
    75,260
    
    
    
    17,091
    
    
    
    58,169
    
    
    
    340.3
    %Termination / sale of subscribers
    
    
    1,247
    
    
    
    28,648
    
    
    
    27,401
    
    
    
    95.6
    %Subscribers (end of period)
    
    
    772,984
    
    
    
    698,971
    
    
    
    74,013
    
    
    
    10.6
    %Monthly subscriber churn
    
    
    2.3
    %
    
    
    3.1
    %
    
    
    0.8
    %
    
    
    25.8
    %Average revenue per user
    
    $
    53.55
    
    
    $
    54.62
    
    (
    $
    1.07
    )
    
    
    (2.0
    %)Cost per gross addition
    
    $
    423
    
    
    $
    448
    
    
    $
    25
    
    
    
    5.6
    %
 33




---



##### Table of Contents



Subscribers
 Monthly Subscriber Churn
 Average Revenue Per User
 Cost Per Gross Addition
 Results from Operations
 For the years ended December 31,(Dollars in thousands)
    
    2006
    
    2005
    
    Change $
    
    Change %Revenues:Service
    
    $
    477,375
    
    
    $
    456,882
    
    
    $
    20,493
    
    
    
    4.5
    %Roaming
    
    
    74,447
    
    
    
    85,579
    
    
    
    (11,132
    )
    
    
    (13.0
    %)Equipment
    
    
    73,418
    
    
    
    69,809
    
    
    
    3,609
    
    
    
    5.2
    %Total revenue
    
    
    625,240
    
    
    
    612,270
    
    
    
    12,970
    
    
    
    2.1
    %Operating expensesCost of service
    
    
    221,713
    
    
    
    229,665
    
    
    
    7,952
    
    
    
    3.5
    %Cost of equipment
    
    
    103,077
    
    
    
    120,067
    
    
    
    16,990
    
    
    
    14.2
    %Selling, general and administrative
    
    
    251,214
    
    
    
    262,148
    
    
    
    10,934
    
    
    
    4.2
    %Termination benefits and other related charges
    
    
    1,841
    
    
    
    
    
    
    
    (1,841
    )
    
    
    n/aAsset impairment
    
    
    
    
    
    
    47,700
    
    
    
    47,700
    
    
    
    100.0
    %Depreciation, asset disposal and amortization
    
    
    221,454
    
    
    
    266,508
    
    
    
    45,054
    
    
    
    16.9
    %Total operating expenses
    
    
    799,299
    
    
    
    926,088
    
    
    
    126,789
    
    
    
    13.7
    %Loss from operations
    
    ($
    174,059
    )
    
    ($
    313,818
    )
    
    $
    139,759
    
    
    
    44.5
    %
 Revenue
 34




---



##### Table of Contents



Cost of Service
 Cost of Equipment
 Selling, General and Administrative Expense
 Termination Benefit Expense
 Asset Impairment
 Depreciation, Asset Disposal and Amortization Expense
 35




---



##### Table of Contents



Puerto Rico and U.S. Virgin Islands segment operations
  As of and for the years ended December 31,2006
    
    2005
    
    Change
    
    Change %Gross additions
    
    
    154,163
    
    
    
    123,624
    
    
    
    30,539
    
    
    
    24.7
    %Net additions
    
    
    47,357
    
    
    
    26,125
    
    
    
    21,232
    
    
    
    81.3
    %Sale of subscribers
    
    
    
    
    
    
    491
    
    
    
    491
    
    
    
    100.0
    %Subscribers (end of period)
    
    
    314,208
    
    
    
    266,851
    
    
    
    47,357
    
    
    
    17.7
    %Monthly subscriber churn
    
    
    3.1
    %
    
    
    3.3
    %
    
    
    0.2
    %
    
    
    6.1
    %Average revenue per user
    
    $
    53.66
    
    
    $
    55.28
    
    
    ($
    1.62
    )
    
    
    (2.9
    %)Cost per gross addition
    
    $
    339
    
    
    $
    393
    
    
    $
    54
    
    
    
    13.7
    %
 Subscribers
 Monthly Subscriber Churn
 Average Revenue Per User
 Cost Per Gross Addition
 Results from Operations
 For the years ended December 31,(Dollars in thousands)
    
    2006
    
    2005
    
    Change $
    
    Change %Revenues:Service
    
    $
    192,296
    
    
    $
    178,156
    
    
    $
    14,140
    
    
    
    7.9
    %Roaming
    
    
    11,269
    
    
    
    18,026
    
    
    
    (6,757
    )
    
    
    (37.5
    %)Equipment
    
    
    24,074
    
    
    
    17,706
    
    
    
    6,368
    
    
    
    36.0
    %Total revenue
    
    
    227,639
    
    
    
    213,888
    
    
    
    13,751
    
    
    
    6.4
    %Operating expensesCost of service
    
    
    44,501
    
    
    
    41,117
    
    
    
    (3,384
    )
    
    
    (8.2
    %)Cost of equipment
    
    
    47,996
    
    
    
    47,056
    
    
    
    (940
    )
    
    
    (2.0
    %)Selling, general and administrative
    
    
    93,792
    
    
    
    104,103
    
    
    
    10,311
    
    
    
    9.9
    %Depreciation, asset disposal and amortization
    
    
    49,263
    
    
    
    75,199
    
    
    
    25,936
    
    
    
    34.5
    %Total operating expenses
    
    
    235,552
    
    
    
    267,475
    
    
    
    31,923
    
    
    
    11.9
    %Loss from operations
    
    ($
    7,913
    )
    
    ($
    53,587
    )
    
    $
    45,674
    
    
    
    85.2
    %
 36




---



##### Table of Contents



Revenue
 Cost of Service
 Cost of Equipment
 Selling, General and Administrative Expense
 Depreciation, Asset Disposal and Amortization Expense
 Consolidated operations
 Interest Expense
  37




---



##### Table of Contents



Other expense
 Interest and Other Income
 Income Tax Expense
 Net Loss
 Year ended December 31, 2005 compared to the year ended December 31, 2004
 Because we only owned and operated the newly acquired North Carolina and Puerto Rico and U.S.
Virgin Islands markets for one month during the year ended December 31, 2004, we do not have
sufficient information to compare and discuss year-over-year results for the reportable segments.
As such, the discussion and analysis below was prepared on a consolidated basis, with relevant
segment information provided as available and deemed useful.
  As of and for the years ended December 31,2005
    
    2005 PuertoContinental
    
    Rico andUnited
    
    U.S. Virgin
    
    2005
    
    2004States
    
    Islands
    
    Consolidated
    
    Consolidated
    
    Change
    
    Change %Gross Additions
    
    
    280,079
    
    
    
    123,624
    
    
    
    403,703
    
    
    
    291,916
    
    
    
    111,787
    
    
    
    38.3
    %Net Additions
    
    
    17,091
    
    
    
    26,125
    
    
    
    43,216
    
    
    
    (14,344
    )
    
    
    57,560
    
    
    
    n/aSale of Subscribers
    
    
    28,648
    
    
    
    491
    
    
    
    29,139
    
    
    
    
    
    
    
    29,139
    
    
    
    n/aSubscribers (end of period)
    
    
    698,971
    
    
    
    266,851
    
    
    
    965,822
    
    
    
    951,745
    
    
    
    14,077
    
    
    
    1.5
    %Monthly subscriber churn
    
    
    3.1
    %
    
    
    3.3
    %
    
    
    3.2
    %
    
    
    2.8
    %
    
    
    (0.4
    %)
    
    
    (14.3
    %)Average revenue per user
    
    $
    54.62
    
    
    $
    55.28
    
    
    $
    54.79
    
    
    $
    55.35
    
    
    ($
    0.56
    )
    
    
    (1.0
    %)Cost per gross addition
    
    $
    448
    
    
    $
    393
    
    
    $
    431
    
    
    $
    434
    
    
    $
    3
    
    
    
    0.7
    %
 Subscribers
 Monthly Subscriber Churn
 38




---



##### Table of Contents



Average Revenue Per User
 Cost per gross addition
 Consolidated Results from Operations
 For the years ended December 31,(Dollars in thousands)
    
    2005
    
    2004
    
    Change $
    
    Change %Revenues:Service
    
    $
    635,038
    
    
    $
    603,242
    
    
    $
    31,796
    
    
    
    5.3
    %Roaming
    
    
    103,605
    
    
    
    145,999
    
    
    
    (42,394
    )
    
    
    (29.0
    %)Equipment
    
    
    87,515
    
    
    
    68,959
    
    
    
    18,556
    
    
    
    26.9
    %Total revenue
    
    
    826,158
    
    
    
    818,200
    
    
    
    7,958
    
    
    
    1.0
    %Operating expensesCost of service
    
    
    270,782
    
    
    
    246,541
    
    
    
    (24,241
    )
    
    
    (9.8
    %)Cost of equipment
    
    
    167,123
    
    
    
    122,880
    
    
    
    (44,243
    )
    
    
    (36.0
    %)Selling, general and administrative
    
    
    366,251
    
    
    
    260,414
    
    
    
    (105,837
    )
    
    
    (40.6
    %)Asset impairment
    
    
    47,700
    
    
    
    
    
    
    
    (47,700
    )
    
    
    n/aDepreciation, asset disposal and amortization
    
    
    341,707
    
    
    
    174,563
    
    
    
    (167,144
    )
    
    
    (95.7
    %)Total operating expenses
    
    
    1,193,563
    
    
    
    804,398
    
    
    
    (389,165
    )
    
    
    (48.4
    %)Income (loss) from operations
    
    ($
    367,405
    )
    
    $
    13,802
    
    
    ($
    381,207
    )
    
    
    n/a
 Revenue
 Cost of Service
 39




---



##### Table of Contents



Cost of Equipment
 Selling, General and Administrative Expense
 Asset Impairment
 Depreciation, Asset Disposal and Amortization Expense
 Interest Expense
 40




---



##### Table of Contents



Other Expense
 Interest and Other Income
 Other Gain
 Income Tax Benefit (Provision)
 Net Loss
 Liquidity and Capital Resources
  Capital Needs
  
    
    capital expenditures to expand and enhance our network;
    
    capital expenditures related to increased retail distribution and information systems functionality;
    
    operating expenses related to our network;
    
    operating expenses related to the acquisition and retention of subscribers;
    
    debt service requirements related to our long-term debt and capital lease obligations;
 41




---



##### Table of Contents




    
    expenses associated with the consummation of the  debt for equity transaction;
    
    potential material increases in the cost of compliance with regulatory mandates; and
    
    other general corporate expenditures.
  Capital Resources
  
    
    the amount of revenue we are able to generate from our customers;
    
    the amount of operating expenses required to provide our services;
    
    the cost of acquiring and retaining customers, including the subsidies we incur to
provide handsets to both our new and existing customers; and
    
    our ability to continue to grow our customer base.
 Athens Sale
 Tower Sale-Leaseback.
 Short-term Investments.
 Senior Secured Term Loan.
 Senior and Senior Subordinated Notes. 3 4 1 2 8 1/2% notes
 3 8 3 4
  42




---



##### Table of Contents



Interest Rate Swap Agreements.
 Credit Ratings.
  Senior Secured
    
    Senior Debt
    
    Subordinated DebtRating Agency
    
    Term Loans
    
    Rating
    
    Rating
    
    OutlookMoodys
    
    
    B2
    
    
    Caa2
    
    Ca
    
    NegativeStandard & Poors
    
    
    B-
    
    
    CCC-
    
    CCC-
    
    Negative
 http://www.moodys.com http://www.standardandpoors.com.
 Historical Cash Flows
   43




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##### Table of Contents



Contractual Obligations and Commercial Commitments
  Payments Due by Period (1)(Dollars in thousands)Less than
    
    
    
    
    
    
    
    
    
    After 6
    
    Financial StatementContractual Obligation
    
    Total
    
    1 year
    
    2-3 years
    
    4-6 years
    
    Years
    
    Footnote ReferenceLong-term debt (2)
    
    $
    1,714,000
    
    
    $
    2,500
    
    
    $
    242,500
    
    
    $
    744,000
    
    
    $
    725,000
    
    
    
    11Capital lease obligations (3)
    
    
    841
    
    
    
    310
    
    
    
    522
    
    
    
    9
    
    
    
    
    
    
    
    11Interest obligations (4)
    
    
    757,764
    
    
    
    149,883
    
    
    
    296,789
    
    
    
    285,244
    
    
    
    25,848
    
    
    
    11Operating leases (5)
    
    
    480,762
    
    
    
    67,449
    
    
    
    125,090
    
    
    
    139,657
    
    
    
    148,566
    
    
    
    17Purchase obligations (6)
    
    
    43,202
    
    
    
    29,673
    
    
    
    13,529
    
    
    
    
    
    
    
    
    
    
    
    17Total cash contractual obligations
    
    $
    2,996,569
    
    
    $
    249,815
    
    
    $
    678,430
    
    
    $
    1,168,910
    
    
    $
    899,414
 
 (1)
    
    Payments are included in the period by which they are contractually required to be
made. Actual payments may be made prior to the contractually required date.(2)
    
    Amounts are equal to the annual maturities of the full outstanding principal amount of
our long-term debt, not the carrying values as of December 31, 2006.(3)
    
    Amounts are equal to the annual maturities of our capital lease obligations.(4)
    
    Amounts are equal to total interest payments on SunCom Wireless outstanding term
loans, the SunCom Wireless Subordinated Notes and the 8 1/2% notes,
and assume such notes are repaid and not refinanced at maturity. Term loan interest has
been calculated utilizing the effective interest rate as of December 31, 2006. Fluctuations
in future interest rates could materially effect our senior secured term loan interest
obligations.(5)
    
    Represents our commitments associated with operating leases as of December 31, 2006.(6)
    
    Amounts represent unconditional purchase obligations for equipment and software, as
well as certain committed amounts for the support of our administrative and network
systems.  Off Balance Sheet Arrangements
  44




---



##### Table of Contents



Reconciliation of Non-GAAP Financial Measures
  Average revenue per user
   Consolidated ARPU
 Year Ended December 31,2006
    
    
    2005
    
    
    2004(Dollars in thousands, except ARPU)Service revenue
    
    $
    669,671
    
    
    $
    635,038
    
    
    $
    603,242Subscriber retention credits
    
    
    683
    
    
    
    4,405
    
    
    
    3,431Revenue not generated by
wireless subscribers
    
    
    (9,392
    )
    
    
    (14,090
    )
    
    
    (1,000
    )Adjusted service revenue
    
    
    660,962
    
    
    
    625,353
    
    
    
    605,673Average subscribers
    
    
    1,027,974
    
    
    
    951,142
    
    
    
    911,826ARPU
    
    $
    53.58
    
    
    $
    54.79
    
    
    $
    55.35
 Segment ARPU
 Puerto Rico and U.S.Continental United States
    
    Virgin IslandsYear Ended December 31,2006
    
    2005
    
    2006
    
    2005(Dollars in thousands, except ARPU)Service revenue
    
    $
    477,375
    
    
    $
    456,882
    
    
    $
    192,296
    
    
    $
    178,156Subscriber retention credits
    
    
    541
    
    
    
    3,434
    
    
    
    142
    
    
    
    971Revenue not generated by wireless subscribers
    
    
    (510
    )
    
    
    
    
    
    
    (8,882
    )
    
    
    (14,090
    )Adjusted service revenue
    
    
    477,406
    
    
    
    460,316
    
    
    
    183,556
    
    
    
    165,037Average subscribers
    
    
    742,922
    
    
    
    702,364
    
    
    
    285,052
    
    
    
    248,778ARPU
    
    $
    53.55
    
    
    $
    54.62
    
    
    $
    53.66
    
    
    $
    55.28
 45




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##### Table of Contents



Cost per gross addition
  Consolidated CPGA
 Year Ended December 31,2006
    
    
    2005
    
    
    2004(Dollars in thousands, except CPGA)Selling expenses
    
    $
    143,172
    
    
    $
    147,669
    
    
    $
    98,114Less: non-cash compensation included in selling expenses
    
    
    (508
    )
    
    
    (1,120
    )
    
    
    (1,749
    )Plus: termination benefits allocated to selling expense
    
    
    104
    
    
    
    
    
    
    
    Total cost of equipment  transactions with new subscribers
    
    
    73,745
    
    
    
    90,052
    
    
    
    79,081CPGA operating expenses
    
    
    216,513
    
    
    
    236,601
    
    
    
    175,446Cost of service
    
    
    266,214
    
    
    
    270,782
    
    
    
    246,541Non-cash compensation included in selling expenses
    
    
    508
    
    
    
    1,120
    
    
    
    1,749Total cost of equipment  transactions with existing subscribers
    
    
    77,328
    
    
    
    77,071
    
    
    
    43,799General and administrative expense
    
    
    201,834
    
    
    
    218,582
    
    
    
    162,300Termination benefits other than selling expense portion
    
    
    1,737
    
    
    
    
    
    
    
    Asset impairment
    
    
    
    
    
    
    47,700
    
    
    
    Depreciation and asset disposal
    
    
    230,834
    
    
    
    282,258
    
    
    
    161,401Amortization
    
    
    39,883
    
    
    
    59,449
    
    
    
    13,162Total operating expenses
    
    $
    1,034,851
    
    
    $
    1,193,563
    
    
    $
    804,398CPGA operating expenses (from above)
    
    $
    216,513
    
    
    $
    236,601
    
    
    $
    175,446Equipment revenue  transactions with new subscribers
    
    
    (46,036
    )
    
    
    (62,454
    )
    
    
    (48,889
    )CPGA costs, net
    
    $
    170,477
    
    
    $
    174,147
    
    
    $
    126,557Gross subscriber additions
    
    
    433,690
    
    
    
    403,703
    
    
    
    291,916CPGA
    
    $
    393
    
    
    $
    431
    
    
    $
    434
 Segment CPGA
 Puerto Rico and U.S.Continental United States
    
    
    Virgin IslandsYear Ended December 31,2006
    
    
    2005
    
    
    2006
    
    
    2005(Dollars in thousands, except CPGA)Selling expenses
    
    $
    104,438
    
    
    $
    108,847
    
    
    $
    38,734
    
    
    $
    38,822Less: non-cash compensation included in selling expenses
    
    
    (400
    )
    
    
    (1,075
    )
    
    
    (108
    )
    
    
    (45
    )Plus: termination benefits allocated to selling expense
    
    
    104
    
    
    
    
    
    
    
    
    
    
    
    Total cost of equipment  transactions with new subscribers
    
    
    44,808
    
    
    
    65,511
    
    
    
    28,937
    
    
    
    24,541CPGA operating expenses
    
    $
    148,950
    
    
    $
    173,283
    
    
    $
    67,563
    
    
    $
    63,318Cost of service
    
    $
    221,713
    
    
    $
    229,665
    
    
    $
    44,501
    
    
    $
    41,117Non-cash compensation included in selling expenses
    
    
    400
    
    
    
    1,075
    
    
    
    108
    
    
    
    45Total cost of equipment  transactions with existing
subscribers
    
    
    58,269
    
    
    
    54,556
    
    
    
    19,059
    
    
    
    22,515General and administrative expense
    
    
    146,776
    
    
    
    153,301
    
    
    
    55,058
    
    
    
    65,281Termination benefits other than selling expense portion
    
    
    1,737
    
    
    
    
    
    
    
    
    
    
    
    Asset impairment
    
    
    
    
    
    
    47,700
    
    
    
    
    
    
    
    
 46




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##### Table of Contents



Puerto Rico and U.S.Continental United States
    
    
    Virgin IslandsYear Ended December 31,2006
    
    
    2005
    
    
    2006
    
    
    2005(Dollars in thousands, except CPGA)Depreciation and asset disposal
    
    
    204,151
    
    
    
    240,083
    
    
    
    26,683
    
    
    
    42,175Amortization
    
    
    17,303
    
    
    
    26,425
    
    
    
    22,580
    
    
    
    33,024Total operating expenses
    
    $
    799,299
    
    
    $
    926,088
    
    
    $
    235,552
    
    
    $
    267,475CPGA operating expenses (from above)
    
    $
    148,950
    
    
    $
    173,283
    
    
    $
    67,563
    
    
    $
    63,318Equipment revenue  transactions with new subscribers
    
    
    (30,789
    )
    
    
    (47,733
    )
    
    
    (15,247
    )
    
    
    (14,721
    )CPGA costs, net
    
    $
    118,161
    
    
    $
    125,550
    
    
    $
    52,316
    
    
    $
    48,597Gross subscriber additions
    
    
    279,527
    
    
    
    280,079
    
    
    
    154,163
    
    
    
    123,624CPGA
    
    $
    423
    
    
    $
    448
    
    
    $
    339
    
    
    $
    393
 New Accounting Pronouncements
 FASB
   FIN 48
   Inflation
  47




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##### Table of Contents



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
  Fixed interest rates:Senior notes
    
    $
    714,341Senior subordinated notes
    
    $
    732,365Subject to interest rate fluctuations:Senior secured term loan
    
    $
    245,000
    48




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##### Table of Contents



ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA
 SUNCOM WIRELESS HOLDINGS, INC.
 INDEX TO FINANCIAL STATEMENTS
 Consolidated Financial Statements:Managements Report on Internal Control Over Financial Reporting
    
    
    F-2Report of Independent Registered Public Accounting Firm
    
    
    F-3Consolidated Balance Sheets as of December 31, 2006 and 2005
    
    
    F-4Consolidated Statements of Operations for the years ended December 31, 2006, 2005 and 2004
    
    
    F-5Consolidated Statements of Redeemable Preferred Equity and Stockholders Equity (Deficit)
for the years ended December 31, 2006, 2005 and 2004
    
    
    F-6Consolidated Statements of Cash Flows for the years ended December 31, 2006,
2005 and 2004
    
    
    F-7Notes to Consolidated Financial Statements
    
    
    F-8Schedule I  Condensed Financial Information of SunCom Wireless Holdings, Inc.
    
    
    51Schedule II  Valuation and Qualifying Accounts
    
    
    54
 F-1




---



##### Table of Contents



Managements Report on Internal Control Over Financial Reporting
  
    
    Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of SunCom;
    
    Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of SunCom are being made only in accordance with authorizations of management and directors of SunCom; and
    
    Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of SunComs assets that could have a material effect on the financial statements.
  Internal Control-Integrated Framework
  /s/ Michael E. Kalogris
    
    
    
    /s/ Eric HaskellMichael E. Kalogris
    
    
    
    Eric HaskellChief Executive Officer
    
    
    
    Chief Financial OfficerMarch 9, 2007
 F-2




---



##### Table of Contents



Report of Independent Registered Public Accounting Firm
 
  Consolidated financial statements and financial statement schedules
 
 Internal control over financial reporting
 Internal Control  Integrated Framework Internal Control  Integrated Framework
   
 F - 3




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##### Table of Contents



SunCom
Wireless Holdings, Inc.
 
 Consolidated Balance Sheets
 December 31,
    
    
    December 31,2006
    
    
    2005(Dollars in thousands, except par value)ASSETS:Current assets:Cash and cash equivalents
    
    $
    37,683
    
    
    $
    16,083Short-term investments
    
    
    157,600
    
    
    
    334,046Restricted cash and short-term investments
    
    
    1,668
    
    
    
    Accounts receivable, net of allowance for doubtful accounts of $8,895 and $12,352, respectively
    
    
    96,255
    
    
    
    82,898Accounts receivable  roaming partners
    
    
    14,811
    
    
    
    18,188Inventory, net
    
    
    27,441
    
    
    
    23,930Prepaid expenses
    
    
    16,446
    
    
    
    13,492Assets held for sale
    
    
    11,446
    
    
    
    Other current assets
    
    
    11,960
    
    
    
    12,476Total current assets
    
    
    375,310
    
    
    
    501,113Long term assets:Property and equipment, net
    
    
    480,880
    
    
    
    650,284Intangible assets, net
    
    
    794,250
    
    
    
    844,498Other long-term assets
    
    
    4,419
    
    
    
    4,324Total assets
    
    $
    1,654,859
    
    
    $
    2,000,219LIABILITIES AND STOCKHOLDERS DEFICIT:Current liabilities:Accounts payable
    
    $
    71,602
    
    
    $
    97,355Accrued liabilities
    
    
    89,134
    
    
    
    89,365Current portion of long term debt
    
    
    2,810
    
    
    
    2,786Other current liabilities
    
    
    24,937
    
    
    
    23,271Total current liabilities
    
    
    188,483
    
    
    
    212,777Long-term debt:Capital lease obligations
    
    
    531
    
    
    
    864Senior secured term loan
    
    
    242,500
    
    
    
    245,000Senior notes
    
    
    714,341
    
    
    
    713,148Senior long-term debt
    
    
    957,372
    
    
    
    959,012Subordinated notes
    
    
    732,365
    
    
    
    730,339Total long-term debt
    
    
    1,689,737
    
    
    
    1,689,351Deferred income taxes, net
    
    
    143,124
    
    
    
    128,419Deferred revenue
    
    
    1,766
    
    
    
    1,809Deferred gain on sale of property and equipment
    
    
    46,173
    
    
    
    48,530Other
    
    
    2,468
    
    
    
    2,483Total liabilities
    
    
    2,071,751
    
    
    
    2,083,369Commitments and contingencies (Note 17)
    
    
    
    
    
    
    Non-controlling interest  Variable interest entity
    
    
    
    
    
    
    116Stockholders deficitSeries B Preferred Stock, $0.01 par value, 50,000,000 shares authorized; no shares issued or
outstanding as of December 31, 2006 and December 31, 2005
    
    
    
    
    
    
    Series C Convertible Preferred Stock, $0.01 par value, 3,000,000 shares authorized; no shares
issued or outstanding as of December 31, 2006 and December 31, 2005
    
    
    
    
    
    
    Preferred stock, $0.01 par value, 17,000,000 shares authorized; no shares issued or outstanding
as of December 31, 2006 and December 31, 2005 (see Note 19)
    
    
    
    
    
    
    Class A Common Stock, $0.01 par value, 520,000,000 shares authorized; 65,112,383 shares issued
and 63,331,189 shares outstanding as of December 31, 2006 and 64,030,417 shares issued and
62,743,080 shares outstanding as of December 31, 2005
    
    
    633
    
    
    
    627Class B Non-voting Common Stock, $0.01 par value, 60,000,000 shares authorized; 7,926,099 shares
issued and outstanding as of December 31, 2006 and December 31, 2005
    
    
    79
    
    
    
    79Additional paid-in capital
    
    
    611,961
    
    
    
    607,849Accumulated deficit
    
    
    (1,027,824
    )
    
    
    (690,446
    )Class A common stock held in trust
    
    
    (173
    )
    
    
    (145
    )Deferred compensation
    
    
    173
    
    
    
    145Class A common stock held in treasury, at cost (1,781,194 and 1,287,337 shares, respectively)
    
    
    (1,741
    )
    
    
    (1,375
    )Total stockholders deficit
    
    
    (416,892
    )
    
    
    (83,266
    )Total liabilities and stockholders deficit
    
    $
    1,654,859
    
    
    $
    2,000,219
  F - 4




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##### Table of Contents



SunCom Wireless Holdings, Inc.
 
 Consolidated Statements of Operations
 For the Years Ended December 31,2006
    
    
    2005
    
    
    2004(Dollars in thousands, except per share amounts)Revenues:Service
    
    $
    669,671
    
    
    $
    635,038
    
    
    $
    603,242Roaming
    
    
    85,716
    
    
    
    103,605
    
    
    
    145,999Equipment
    
    
    97,492
    
    
    
    87,515
    
    
    
    68,959Total revenues
    
    
    852,879
    
    
    
    826,158
    
    
    
    818,200Operating Expenses:Cost of service (excluding the below amortization
and asset impairment and excluding depreciation and
asset disposal of $221,762, $272,487 and $148,088,
respectively)
    
    
    266,214
    
    
    
    270,782
    
    
    
    246,541Cost of equipment
    
    
    151,073
    
    
    
    167,123
    
    
    
    122,880Selling, general and administrative (excluding
depreciation and asset disposal of $9,072, $9,771
and $13,313, respectively)
    
    
    345,006
    
    
    
    366,251
    
    
    
    260,414Termination benefits and other related charges
    
    
    1,841
    
    
    
    
    
    
    
    Asset impairment
    
    
    
    
    
    
    47,700
    
    
    
    Depreciation and asset disposal
    
    
    230,834
    
    
    
    282,258
    
    
    
    161,401Amortization
    
    
    39,883
    
    
    
    59,449
    
    
    
    13,162Total operating expenses
    
    
    1,034,851
    
    
    
    1,193,563
    
    
    
    804,398Income (loss) from operations
    
    
    (181,972
    )
    
    
    (367,405
    )
    
    
    13,802Interest expense
    
    
    (152,659
    )
    
    
    (148,619
    )
    
    
    (128,434
    )Other expense
    
    
    
    
    
    
    (314
    )
    
    
    (3,092
    )Interest and other income
    
    
    13,557
    
    
    
    15,093
    
    
    
    2,937Other gain
    
    
    
    
    
    
    
    
    
    
    814,386Income (loss) before taxes
    
    
    (321,074
    )
    
    
    (501,245
    )
    
    
    699,599Income tax (provision) benefit
    
    
    (16,304
    )
    
    
    4,437
    
    
    
    (17,072
    )Net income (loss)
    
    
    (337,378
    )
    
    
    (496,808
    )
    
    
    682,527Accretion of preferred stock
    
    
    
    
    
    
    
    
    
    
    (11,938
    )Redemption of preferred stock
    
    
    
    
    
    
    
    
    
    
    34,161Net income (loss) available to common stockholders
    
    ($
    337,378
    )
    
    ($
    496,808
    )
    
    $
    704,750Net income (loss) available to common stockholders
per common share (basic)
    
    ($
    4.91
    )
    
    ($
    7.30
    )
    
    $
    10.47Net income (loss) available to common stockholders
per common share (diluted)
    
    ($
    4.91
    )
    
    ($
    7.30
    )
    
    $
    7.07Weighted average common shares outstanding (basic)
    
    
    68,729,756
    
    
    
    68,042,715
    
    
    
    67,323,095Weighted average common shares outstanding (diluted)
    
    
    68,729,756
    
    
    
    68,042,715
    
    
    
    101,407,414
  F - 5




---



##### Table of Contents



SunCom
Wireless Holdings, Inc.
 
 Consolidated Statements of Redeemable Preferred Equity and Stockholders Equity (Deficit)
(Dollars in thousands)
 Series A
    
    
    
    
    
    
    
    
    
    
    Class B
    
    
    
    
    
    
    
    
    
    
    Common
    
    
    
    
    
    
    
    
    
    
    TotalRedeemable
    
    
    Series D
    
    
    Class A
    
    
    Non-Voting
    
    
    Additional
    
    
    
    
    
    
    Stock
    
    
    
    
    
    
    
    
    
    
    StockholdersPreferred
    
    
    Preferred
    
    
    Common
    
    
    Common
    
    
    Paid In
    
    
    Deferred
    
    
    Held in
    
    
    Treasury
    
    
    Accumulated
    
    
    EquityStock
    
    
    Stock
    
    
    Stock
    
    
    Stock
    
    
    Capital
    
    
    Compensation
    
    
    Trust
    
    
    Stock
    
    
    Deficit
    
    
    (Deficit)Balance at December 31,
2003
    
    $
    140,301
    
    
    $
    5
    
    
    $
    609
    
    
    $
    79
    
    
    $
    556,596
    
    
    $
    
    
    
    $
    
    
    
    
    ($1,375
    )
    
    
    ($876,165
    )
    
    
    ($320,251
    )Deferred compensation, net
of forfeitures
    
    
    
    
    
    
    
    
    
    
    10
    
    
    
    
    
    
    
    (10
    )
    
    
    94
    
    
    
    (94
    )
    
    
    
    
    
    
    
    
    
    
    Non-cash compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,965
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    19,965Accreted dividends
    
    
    11,938
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,938
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,938
    )Redemption of Series A &
Series D Preferred stock
    
    
    (152,239
    )
    
    
    (5
    )
    
    
    
    
    
    
    
    
    
    
    34,161
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    34,156Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    682,527
    
    
    
    682,527Balance at December 31,
2004
    
    $
    
    
    
    $
    
    
    
    $
    619
    
    
    $
    79
    
    
    $
    598,774
    
    
    $
    94
    
    
    
    ($94
    )
    
    
    ($1,375
    )
    
    
    ($193,638
    )
    
    $
    404,459Deferred compensation, net
of forfeitures
    
    
    
    
    
    
    
    
    
    
    8
    
    
    
    
    
    
    
    (8
    )
    
    
    51
    
    
    
    (51
    )
    
    
    
    
    
    
    
    
    
    
    Non-cash compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,083
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,083Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (496,808
    )
    
    
    (496,808
    )Balance at December 31,
2005
    
    $
    
    
    
    $
    
    
    
    $
    627
    
    
    $
    79
    
    
    $
    607,849
    
    
    $
    145
    
    
    
    ($145
    )
    
    
    ($1,375
    )
    
    
    ($690,446
    )
    
    
    ($83,266
    )Deferred compensation, net
of forfeitures
    
    
    
    
    
    
    
    
    
    
    6
    
    
    
    
    
    
    
    (6
    )
    
    
    28
    
    
    
    (28
    )
    
    
    
    
    
    
    
    
    
    
    Non-cash compensation
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,118
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    4,118Purchase of treasury stock
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (366
    )
    
    
    
    
    
    
    (366
    )Net loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (337,378
    )
    
    
    (337,378
    )Balance at December 31,
2006
    
    $
    
    
    
    $
    
    
    
    $
    633
    
    
    $
    79
    
    
    $
    611,961
    
    
    $
    173
    
    
    
    ($173
    )
    
    
    ($1,741
    )
    
    
    ($1,027,824
    )
    
    
    ($416,892
    )
  F - 6




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##### Table of Contents



SunCom Wireless Holdings, Inc.
 
 Consolidated Statements of Cash Flows
 For the Years Ended December 31,2006
    
    
    2005
    
    
    2004(Dollars in thousands)Cash flows from operating activities:Net income (loss)
    
    
    ($337,378
    )
    
    
    ($496,808
    )
    
    $
    682,527Adjustments to reconcile net income (loss) to net
cash provided by (used in) operating activities,
net of effects from acquisitions and divestitures:Asset impairment
    
    
    
    
    
    
    47,700
    
    
    
    Depreciation, asset disposal and amortization
    
    
    270,717
    
    
    
    341,707
    
    
    
    174,563Accretion of interest
    
    
    4,573
    
    
    
    4,611
    
    
    
    3,266Bad debt expense
    
    
    23,443
    
    
    
    16,145
    
    
    
    7,761Non-cash compensation
    
    
    4,118
    
    
    
    9,083
    
    
    
    19,965Deferred income taxes
    
    
    14,815
    
    
    
    (6,130
    )
    
    
    (5,235
    )Gain on debt extinguishment
    
    
    
    
    
    
    
    
    
    
    (468
    )Other non-operating (gains) losses
    
    
    
    
    
    
    314
    
    
    
    (814,386
    )Loss on derivative instruments
    
    
    
    
    
    
    
    
    
    
    3,092Change in operating assets and liabilities:Accounts receivable
    
    
    (35,115
    )
    
    
    (8,976
    )
    
    
    (5,208
    )Inventory
    
    
    (3,511
    )
    
    
    (5,714
    )
    
    
    5,332Prepaid expenses and other current assets
    
    
    (297
    )
    
    
    (8,024
    )
    
    
    (2,713
    )Intangible and other assets
    
    
    (95
    )
    
    
    955
    
    
    
    3,867Accounts payable
    
    
    (18,185
    )
    
    
    28,336
    
    
    
    1,875Accrued payroll and liabilities
    
    
    1,212
    
    
    
    4,546
    
    
    
    14,612Deferred revenue
    
    
    4,384
    
    
    
    1,349
    
    
    
    (508
    )Accrued interest
    
    
    71
    
    
    
    (437
    )
    
    
    304Other liabilities
    
    
    (5,291
    )
    
    
    (1,931
    )
    
    
    (3,473
    )Net cash provided by (used in) operating activities
    
    
    (76,539
    )
    
    
    (73,274
    )
    
    
    85,173Cash flows from investing activities:Purchase of available for sale securities
    
    
    (796,854
    )
    
    
    (1,796,700
    )
    
    
    (845,600
    )Proceeds from sale of available for sale securities
    
    
    972,300
    
    
    
    1,955,254
    
    
    
    455,600Capital expenditures
    
    
    (68,492
    )
    
    
    (137,967
    )
    
    
    (77,795
    )Proceeds from exchange of FCC licenses
    
    
    
    
    
    
    
    
    
    
    4,698Deposits on FCC licenses
    
    
    
    
    
    
    
    
    
    
    (6,937
    )Refund of FCC license deposit
    
    
    
    
    
    
    6,552
    
    
    
    Proceeds from sale of assets
    
    
    2,294
    
    
    
    53,214
    
    
    
    570Acquisition of FCC licenses
    
    
    
    
    
    
    
    
    
    
    (2,161
    )Proceeds from asset exchange
    
    
    
    
    
    
    
    
    
    
    176,000Payment of direct costs on business transactions
    
    
    (506
    )
    
    
    (1,437
    )
    
    
    (8,827
    )Other
    
    
    (196
    )
    
    
    (99
    )
    
    
    (318
    )Net cash provided by (used in) investing activities
    
    
    108,546
    
    
    
    78,817
    
    
    
    (304,770
    )Cash flows from financing activities:Borrowings under senior secured term loan
    
    
    
    
    
    
    
    
    
    
    250,000Payments under senior secured term loan
    
    
    (2,500
    )
    
    
    (2,500
    )
    
    
    Payments of subordinated debt
    
    
    
    
    
    
    
    
    
    
    (4,463
    )Payment of debt extinguishment costs
    
    
    
    
    
    
    
    
    
    
    (10
    )Change in bank overdraft
    
    
    (2,431
    )
    
    
    3,663
    
    
    
    (9,212
    )Payment of direct costs on business transaction
    
    
    (4,806
    )
    
    
    
    
    
    
    Payment of deferred financing costs
    
    
    
    
    
    
    (28
    )
    
    
    (4,947
    )Extinguishment of interest rate swaps
    
    
    
    
    
    
    
    
    
    
    (3,092
    )Principal payments under capital lease obligations
    
    
    (304
    )
    
    
    (1,104
    )
    
    
    (1,536
    )Purchase of treasury stock
    
    
    (366
    )
    
    
    
    
    
    
    Net cash provided by (used in) financing activities
    
    
    (10,407
    )
    
    
    31
    
    
    
    226,740Net increase in cash and cash equivalents
    
    
    21,600
    
    
    
    5,574
    
    
    
    7,143Cash and cash equivalents, beginning of period
    
    
    16,083
    
    
    
    10,509
    
    
    
    3,366Cash and cash equivalents, end of period
    
    $
    37,683
    
    
    $
    16,083
    
    
    $
    10,509
  F - 7




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##### Table of Contents



SUNCOM WIRELESS HOLDINGS, INC
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2006, 2005 and 2004
 1. Summary of Operations and Significant Accounting Policies
  (a) Nature of Operations
   (b) Liquidity and Capital Resources
  (c) Use of Estimates
  F - 8




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##### Table of Contents



SUNCOM WIRELESS HOLDINGS, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
 (d) Cash and Cash Equivalents and Marketable Securities
    (e) Inventory
  (f) Construction in Progress
  (g) Asset Retirement Obligation
   (h) Investment in PCS Licenses
  F - 9




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##### Table of Contents



SUNCOM WIRELESS HOLDINGS, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
 (i) Goodwill
  (j) Deferred Costs
  (k) Long-Lived Assets
    (l) Revenue Recognition
  F - 10




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##### Table of Contents



SUNCOM WIRELESS HOLDINGS, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
 (m) Income Taxes
  (n) Financial Instruments
  (o) Advertising Costs
  (p) Concentrations of Credit Risk
   (q) Stock Compensation
  (r) Variable Interest Entities
  F - 11




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##### Table of Contents



SUNCOM WIRELESS HOLDINGS, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
  (s) Segments
  (t) Reclassifications
  (u) New Accounting Pronouncements
       F - 12




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##### Table of Contents



SUNCOM WIRELESS HOLDINGS, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
  2. Prior Relationship with AT&T Wireless
    (a) Stockholders Agreement
  Exclusivity
 Preferred Provider Status 
 Build-out
 Share Transfers
 (b) License Agreement
  F - 13




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##### Table of Contents



SUNCOM WIRELESS HOLDINGS, INC
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS- (Continued)
  (c) Roaming Agreement
   3.
Current Relationship with AT&T Wireless and Cingular Wireless
   
    
    Triton Holdings Agreement. On October 26, 2004 (the date Cingular Wireless consummated its
acquisition of AT&T Wireless), pursuant to an agreement dated July 7, 2004 by and among the
Company, AT&T Wireless, AT&T Wireless PCS and Cingular Wireless (the Triton Holdings Agreement),
AT&T Wireless PCS surrendered to Holdings all of the Holdings stock owned by AT&T Wireless. Upon
the surrender by AT&T Wireless PCS of its Holdings stock, the Stockholders Agreement was
terminated. In addition, Holdings Investors Stockholders Agreement, dated as of February 4,
1998, as amended, by and among Holdings initial cash equity investors and certain of its
management stockholders, also was terminated pursuant to its terms upon termination of the
Stockholders Agreement. The termination of the Stockholders Agreement allows the combined
Cingular Wireless/AT&T Wireless to operate in regions where the Company once had the right to
operate exclusively and allows the Company to operate in areas where it was once prohibited. Also
pursuant to the Triton Holdings
 F - 14




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##### Table of Contents



SUNCOM WIRELESS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  
    
    Triton PCS Agreement. Pursuant to an agreement dated July 7, 2004 by and
among SunCom Wireless, AT&T Wireless, AT&T Wireless PCS and Cingular Wireless, on
October 26, 2004, the Roaming Agreement was terminated and SunCom Wireless roaming
agreement with Cingular Wireless was amended to extend the term and reduce the roaming
rates payable to the Company and its affiliates thereunder. Without the exclusivity
agreement that previously applied to AT&T Wireless, Cingular Wireless does not rely on
the Companys network for service to the same degree that AT&T Wireless did in the
past. However, since the rates are reciprocal, the Company is able to offer its
customers wide-area rate plans at acceptable rates of return due to lower expense
associated with reduced roaming rates. This change makes the Company less dependent
on roaming revenue, which is not directly within the Companys control, and allows the
Companys subscriber revenues to produce a greater proportion of its revenue. In
addition, AT&T Wireless transferred certain FCC licenses covering Savannah, Georgia,
and Asheville, Wilmington and Jacksonville, North Carolina, to the Company in exchange
for certain FCC licenses held by the Company covering Savannah and Augusta, Georgia.
As additional consideration for this license exchange, Cingular Wireless has also paid
the Company approximately $4.7 million.
   
    
    Asset Exchange Agreement. On September 21, 2004, the Company entered into
an Asset Exchange Agreement with AT&T Wireless and Cingular Wireless LLC (the Asset
Exchange Agreement). On December 1, 2004, pursuant to the closing of the first stage
of the Asset Exchange Agreement, the Company transferred PCS network assets held for
use in its Virginia markets to AT&T Wireless in exchange for PCS network assets held
by AT&T Wireless for use in certain of its North Carolina markets, in Puerto Rico and
in the U.S. Virgin Islands and the payment by Cingular Wireless to the Company of $175
million. On November 22, 2005, pursuant to closing of the second stage of the Asset
Exchange Agreement and subsequent to receiving FCC approval, the parties exchanged
equity interests in the subsidiaries holding the FCC licenses.
  F - 15




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##### Table of Contents



SUNCOM WIRELESS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   4. Asset Exchange Transaction
  December 1, 2004Purchase Price Allocation(Dollars in thousands)Fair value of consideration and direct transaction costs:Due to seller of NC/PR
    
    $
    847Fair value of Virginia Markets working capital divested
    
    
    16,759Fair value of Virginia Markets tangible assets divested
    
    
    341,238Fair value of Virginia Markets intangible assets
divested
    
    
    721,476Deferred tax liability
    
    
    93,828Direct transaction costs
    
    
    3,684Total fair value of consideration
    
    $
    1,177,832Allocation of purchase price:Cash received
    
    $
    175,000Fair value of NC/PR working capital acquired
    
    
    48,378Fair value of NC/PR tangible assets acquired
    
    
    361,704Fair value of NC/PR intangible assets acquired
    
    
    503,685Goodwill
    
    
    89,065Total purchase price allocation
    
    $
    1,177,832
    F - 16




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##### Table of Contents



SUNCOM WIRELESS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   For the Years Ended December 31, 2004(Dollars in thousands, except per share amounts)Total revenues
    
    $
    881,165Net loss
    (
    $
    179,301
    )Net loss available to common stockholders
    (
    $
    193,809
    )Net loss per common share (Basic and Diluted):
    (
    $
    2.88
    )
 5. Segment Information
   Year ended December 31,2006
    
    2005
    
    2004*(dollars in thousands)Service RevenuesContinental United States
    
    $
    477,375
    
    
    $
    456,882
    
    
    $
    588,543Puerto Rico and U.S. Virgin Islands
    
    
    192,296
    
    
    
    178,156
    
    
    
    14,699Corporate and other
    
    
    
    
    
    
    
    
    
    
    Consolidated
    
    $
    669,671
    
    
    $
    635,038
    
    
    $
    603,242Roaming revenuesContinental United States
    
    $
    74,447
    
    
    $
    85,579
    
    
    $
    145,649Puerto Rico and U.S. Virgin Islands
    
    
    11,269
    
    
    
    18,026
    
    
    
    350Corporate and other
    
    
    
    
    
    
    
    
    
    
    Consolidated
    
    $
    85,716
    
    
    $
    103,605
    
    
    $
    145,999Equipment revenuesContinental United States
    
    $
    73,418
    
    
    $
    69,809
    
    
    $
    68,145Puerto Rico and U.S. Virgin Islands
    
    
    24,074
    
    
    
    17,706
    
    
    
    814Corporate and other
    
    
    
    
    
    
    
    
    
    
    Consolidated
    
    $
    97,492
    
    
    $
    87,515
    
    
    $
    68,959Total RevenuesContinental United States
    
    $
    625,240
    
    
    $
    612,270
    
    
    $
    802,337Puerto Rico and U.S. Virgin Islands
    
    
    227,639
    
    
    
    213,888
    
    
    
    15,863Corporate and other
    
    
    
    
    
    
    
    
    
    
    Consolidated
    
    $
    852,879
    
    
    $
    826,158
    
    
    $
    818,200Depreciation, asset disposal and amortizationContinental United States
    
    $
    206,202
    
    
    $
    248,887
    
    
    $
    149,060Puerto Rico and U.S. Virgin Islands
    
    
    49,263
    
    
    
    75,199
    
    
    
    2,763
 F - 17




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##### Table of Contents



SUNCOM WIRELESS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Corporate and other
    
    
    15,252
    
    
    
    17,621
    
    
    
    22,740Consolidated
    
    $
    270,717
    
    
    $
    341,707
    
    
    $
    174,563Non-cash compensationContinental United States
    
    $
    950
    
    
    $
    1,507
    
    
    $
    3,332Puerto Rico and U.S. Virgin Islands
    
    
    133
    
    
    
    56
    
    
    
    Corporate and other
    
    
    3,035
    
    
    
    7,520
    
    
    
    16,633Consolidated
    
    $
    4,118
    
    
    $
    9,083
    
    
    $
    19,965Termination benefits and other related chargesContinental United States
    
    $
    1,289
    
    
    $
    
    
    
    $
    Puerto Rico and U.S. Virgin Islands
    
    
    
    
    
    
    
    
    
    
    Corporate and other
    
    
    552
    
    
    
    
    
    
    
    Consolidated
    
    $
    1,841
    
    
    $
    
    
    
    $
    Asset impairmentContinental United States
    
    $
    
    
    
    $
    47,700
    
    
    
    Puerto Rico and U.S. Virgin Islands
    
    
    
    
    
    
    
    
    
    
    Corporate and other
    
    
    
    
    
    
    
    
    
    
    Consolidated
    
    $
    
    
    
    $
    47,700
    
    
    $
    Income (loss) from operationsContinental United States
    
    ($
    125,495
    )
    
    ($
    255,281
    )
    
    $
    82,466Puerto Rico and U.S. Virgin Islands
    
    
    (7,913
    )
    
    
    (53,587
    )
    
    
    (590
    )Corporate and other
    
    
    (48,564
    )
    
    
    (58,537
    )
    
    
    (68,074
    )Consolidated
    
    ($
    181,972
    )
    
    ($
    367,405
    )
    
    $
    13,802
  Year ended December 31,2006
    
    2005
    
    2004(dollars in thousands)Total segment income (loss) from
operations
    
    ($
    181,972
    )
    
    ($
    367,405
    )
    
    $
    13,802Unallocated amounts:Interest expense
    
    
    (152,659
    )
    
    
    (148,619
    )
    
    
    (128,434
    )Other expense
    
    
    
    
    
    
    (314
    )
    
    
    (3,092
    )Interest and other income
    
    
    13,557
    
    
    
    15,093
    
    
    
    2,937Other gain
    
    
    
    
    
    
    
    
    
    
    814,386Consolidated income (loss) before taxes
    
    ($
    321,074
    )
    
    ($
    501,245
    )
    
    $
    699,599
 As of December 31,2006
    
    2005(dollars in thousands)Total AssetsContinental United States
    
    $
    1,085,772
    
    
    $
    1,245,939Puerto Rico and U.S. Virgin Islands
    
    
    347,851
    
    
    
    358,771Corporate and other
    
    
    221,236
    
    
    
    395,509Consolidated
    
    $
    1,654,859
    
    
    $
    2,000,219
 Year ended December 31,2006
    
    2005
    
    2004*(dollars in thousands)Capital expendituresContinental United States
    
    $
    46,054
    
    
    $
    112,883
    
    
    
    71,462Puerto Rico and U.S. Virgin Islands
    
    
    16,093
    
    
    
    13,725
    
    
    
    400Corporate and other
    
    
    6,345
    
    
    
    11,359
    
    
    
    5,933Consolidated
    
    $
    68,492
    
    
    $
    137,967
    
    
    
    77,795
 F - 18




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##### Table of Contents



SUNCOM WIRELESS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  6. Stock Compensation and Employee Benefits
 Restricted Awards
     Year ended December 31,2006
    
    
    2005
    
    
    2004(Dollars in thousands)Cost of service
    
    $
    346
    
    
    $
    665
    
    
    $
    2,181Selling, general and administrative
    
    
    3,772
    
    
    
    8,418
    
    
    
    17,784Total stock-based compensation
expense
    
    $
    4,118
    
    
    $
    9,083
    
    
    $
    19,965Income tax benefits related to
stock-based compensation
    
    $
    
    
    
    $
    
    
    
    $
    96
  WeightedAverageGrant-DateShares
    
    
    Fair ValueUnvested balance at December 31, 2005
    
    
    2,310,440
    
    
    $
    3.68Granted
    
    
    1,198,565
    
    
    
    1.49Vested
    
    
    (799,887
    )
    
    
    4.89Forfeited
    
    
    (406,985
    )
    
    
    2.41Unvested balance at December 31, 2006
    
    
    2,302,133
    
    
    $
    2.31
 F - 19




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##### Table of Contents



SUNCOM WIRELESS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Year ended December 31,2006
    
    2005
    
    2004Stock awards granted (shares)
    
    
    1,198,565
    
    
    
    1,122,984
    
    
    
    1,328,750Weighted-average grant-date fair value
    
    $
    1.49
    
    
    $
    2.06
    
    
    $
    3.92Total fair value of shares vested (in thousands)
    
    $
    3,911
    
    
    $
    7,707
    
    
    $
    11,665
 Retirement Plan
      F - 20




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##### Table of Contents



SUNCOM WIRELESS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Deferred Compensation Plan
  7. Investments
  Maturity
    
    
    
    
    
    
    Unrealized
    
    
    Estimated2006
    
    in Years
    
    
    Cost
    
    
    Gains
    
    
    Losses
    
    
    Fair Value(Dollars in thousands)Auction rate securities
    
    1 or less
    
    $
    157,600
    
    
    
    
    
    
    
    
    
    
    $
    157,600Total short-term investments
    
    
    
    
    
    $
    157,600
    
    
    
    
    
    
    
    
    
    
    $
    157,600
 Maturity
    
    
    
    
    
    
    Unrealized
    
    
    Estimated2006
    
    in Years
    
    
    Cost
    
    
    Gains
    
    
    Losses
    
    
    Fair Value(Dollars
in thousands)Auction rate securities
    
    1 or less
    
    $
    334,046
    
    
    
    
    
    
    
    
    
    
    $
    334,046Total short-term investments
    
    
    
    
    
    $
    334,046
    
    
    
    
    
    
    
    
    
    
    $
    334,046
 8. Property and Equipment
 December 31,2006
    
    
    2005(Dollars in thousands)Property and equipment:Land
    
    $
    313
    
    
    $
    313Network infrastructure and equipment
    
    
    792,356
    
    
    
    1,204,516Furniture, fixtures and computer equipment
    
    
    111,852
    
    
    
    108,704Capital lease assets
    
    
    1,424
    
    
    
    1,556Construction in progress
    
    
    16,839
    
    
    
    20,981$
    922,784
    
    
    $
    1,336,070Less accumulated depreciation
    
    
    (441,904
    )
    
    
    (685,786
    )Property and equipment, net
    
    $
    480,880
    
    
    $
    650,284
 F - 21




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##### Table of Contents



SUNCOM WIRELESS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
      9. Intangible Assets
   F - 22




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##### Table of Contents



SUNCOM WIRELESS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
   December 31,
    
    
    Amortizable2006
    
    
    2005
    
    
    Lives(Dollars in thousands)PCS Licenses
    
    $
    640,991
    
    
    $
    650,647
    
    
    IndefiniteSubscriber lists
    
    
    148,882
    
    
    
    148,882
    
    
    7 yearsBank financing
    
    
    8,271
    
    
    
    8,271
    
    
    5-10 yearsSunCom brand
    
    
    22,900
    
    
    
    22,900
    
    
    5 yearsIncome leases
    
    
    862
    
    
    
    862
    
    
    23-25 yearsGoodwill
    
    
    89,065
    
    
    
    89,065
    
    
    IndefiniteOther
    
    
    2,011
    
    
    
    4,915
    
    
    1-40 years912,982
    
    
    
    925,542Less: accumulated amortization
    
    
    (118,732
    )
    
    
    (81,044
    )Intangible assets, net
    
    $
    794,250
    
    
    $
    844,498
   Year
    
    (in thousands)2007
    
    $
    29,0112008
    
    
    21,7942009
    
    
    16,0012010
    
    
    7,7842011
    
    
    5,314
 F - 23




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##### Table of Contents



SUNCOM WIRELESS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 10. Detail of Certain Liabilities
  December 31,2006
    
    
    2005(Dollars in thousands)Accrued liabilities:Bank overdraft liability
    
    $
    14,741
    
    
    $
    17,172Accrued payroll and related expenses
    
    
    20,255
    
    
    
    20,962Accrued expenses
    
    
    30,930
    
    
    
    28,094Accrued interest
    
    
    23,208
    
    
    
    23,137Total accrued liabilities
    
    $
    89,134
    
    
    $
    89,365Other current liabilities:Deferred revenue
    
    $
    17,638
    
    
    $
    13,211Deferred gain on sale of property and equipment
    
    
    2,205
    
    
    
    2,211Security deposits
    
    
    5,094
    
    
    
    7,849Total other current liabilities
    
    $
    24,937
    
    
    $
    23,271
 11. Long Term Debt
  December 31,2006
    
    
    2005(Dollars in thousands)Current portion of long-term debt:Current portion of capital lease obligations
    
    $
    310
    
    
    $
    286Current portion of senior secured term loan
    
    
    2,500
    
    
    
    2,500Total current portion of long-term debt
    
    
    2,810
    
    
    
    2,786Long-term debt:Capital lease obligations
    
    $
    531
    
    
    $
    864Senior secured term loan
    
    
    242,500
    
    
    
    245,0008 1/2% senior notes
    
    
    714,341
    
    
    
    713,1489 3/8% senior subordinated notes
    
    
    340,735
    
    
    
    339,5428 3/4% senior subordinated notes
    
    
    391,630
    
    
    
    390,797Total long-term debt
    
    
    1,689,737
    
    
    
    1,689,351Total debt
    
    $
    1,692,547
    
    
    $
    1,692,137
   Year
    
    (Dollars in thousands)2007
    
    $
    2,8102008
    
    
    2,7732009
    
    
    240,2492010
    
    
    92011
    
    
    732,365Thereafter
    
    
    714,341Total
    
    $
    1,692,547
 F - 24




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##### Table of Contents



SUNCOM WIRELESS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Senior Secured Term Loan
        Senior Debt
 8 1 / 2 % Senior Notes
 1 / 2 1 / 2 1 / 2
  1 / 2 1 / 2
 1 / 2 1 / 2 1 / 2
 F - 25




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##### Table of Contents



SUNCOM WIRELESS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 1 / 2 1 / 2
 1 / 2
 1 / 2
 Senior Subordinated Debt
 9 3 / 8 % Senior Subordinated Notes
 3 8 3 8
 3 8
  3 8 3 8
 3 8 3 8
 3 8 3 8
 3 8
 8 3 / 4 % Senior Subordinated Notes
 3 4 3 4
 3 4
  3 4 3 4
 F - 26




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##### Table of Contents



SUNCOM WIRELESS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 3 4 3 4
 3 4 3 4
 3 4
 12. Income Taxes
  Years Ended December 31,2006
    
    
    2005
    
    
    2004CurrentFederal
    
    $
    110
    
    
    $
    186
    
    
    $
    6,419State
    
    
    1,489
    
    
    
    1,507
    
    
    
    15,8881,599
    
    
    
    1,693
    
    
    
    22,307DeferredFederal
    
    
    11,286
    
    
    
    (5,199
    )
    
    
    (5,946
    )State
    
    
    818
    
    
    
    (3,534
    )
    
    
    497Foreign
    
    
    2,601
    
    
    
    2,603
    
    
    
    21414,705
    
    
    
    (6,130
    )
    
    
    (5,235
    )Total income tax expense (benefit)
    
    $
    16,304
    
    
    ($
    4,437
    )
    
    $
    17,072
  2006
    
    2005
    
    2004U.S. federal statutory rate
    
    
    35.00
    %
    
    
    35.00
    %
    
    
    35.00
    %State income taxes, net of federal benefit
    
    
    0.47
    %
    
    
    (0.26
    %)
    
    
    1.52
    %Foreign
    
    
    0.53
    %
    
    
    0.34
    %
    
    
    0.02
    %Change in federal valuation allowance
    
    
    (31.40
    %)
    
    
    (37.10
    %)
    
    
    (36.70
    %)Other, net
    
    
    0.48
    %
    
    
    1.13
    %
    
    
    2.60
    %Effective tax rate
    
    
    5.08
    %
    
    
    (0.89
    %)
    
    
    2.44
    %
  2006
    
    2005Deferred tax assets:Non-deductible accruals
    
    $
    70,666
    
    
    $
    59,445Deferred gain
    
    
    18,502
    
    
    
    19,345Net operating loss carry forward
    
    
    433,309
    
    
    
    328,985Tax credits
    
    
    10,342
    
    
    
    9,906532,819
    
    
    
    417,681Valuation allowance
    
    
    (466,186
    )
    
    
    (338,856
    )Net deferred tax assets
    
    
    66,633
    
    
    
    78,825Deferred liabilitiesUnrealized gain
    
    
    15
    
    
    
    3Intangibles
    
    
    21,786
    
    
    
    34,597FCC licenses
    
    
    133,447
    
    
    
    118,349
 F - 27




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##### Table of Contents



SUNCOM WIRELESS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Depreciation and amortization
    
    
    54,509
    
    
    
    54,295Deferred tax liabilities
    
    
    209,757
    
    
    
    207,244Net deferred tax liabilities
    
    $
    143,124
    
    
    $
    128,419
   13. Fair Value of Financial Instruments
  December 31,2006
    
    2005CarryingAmount
    

EstimatedFair value
    

CarryingAmount
    

EstimatedFair value(Dollars in thousands)Senior debt
    
    $
    714,341
    
    
    $
    696,000
    
    
    $
    713,148
    
    
    $
    683,313Subordinated debt
    
    
    732,365
    
    
    
    706,800
    
    
    
    730,339
    
    
    
    544,855Senior secured term loan
    
    
    245,000
    
    
    
    245,000
    
    
    
    247,500
    
    
    
    247,500Capital leases
    
    
    841
    
    
    
    841
    
    
    
    1,150
    
    
    
    1,150
     F - 28




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##### Table of Contents



SUNCOM WIRELESS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 14. Relationship with Lafayette Communications Company L.L.C.
       15. Deferred Gain on Sale of Property and Equipment
     F - 29




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##### Table of Contents



SUNCOM WIRELESS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  16. Subscriber Sale
  17. Commitments and Contingencies
 (a) Leases
   OperatingSub-leaseOperating
    
    
    Rental Income
  
    Capital(Dollars in thousands)(1) Future Minimum Lease Payments2007
    
    $
    67,449
    
    
    ($
    407
    )
    
    $
    3282008
    
    
    65,379
    
    
    
    (424
    )
    
    
    3292009
    
    
    59,711
    
    
    
    (438
    )
    
    
    2972010
    
    
    54,137
    
    
    
    (454
    )
    
    
    92011
    
    
    46,981
    
    
    
    (470
    )
    
    
    Thereafter
    
    
    187,105
    
    
    
    (609
    )
    
    
    Total
    
    $
    480,762
    
    
    ($
    2,802
    )
    
    $
    963Interest expense
    
    
    
    
    
    
    
    
    
    
    122Net present value of future payments
    
    
    
    
    
    
    
    
    
    
    841Current portion of capital lease
obligations
    
    
    
    
    
    
    
    
    
    
    310Long-term portion of capital lease
obligations
    
    
    
    
    
    
    
    
    
    $
    531
   F - 30




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##### Table of Contents



SUNCOM WIRELESS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 (b) Litigation
  18. Assets held for sale
  19. Preferred Stock and Stockholders Equity
  Series A
    
    
    
    
    
    
    
    
    
    
    Class B Non-Redeemable
    
    
    Series D
    
    
    Class A
    
    
    VotingPreferred Stock
    
    
    Preferred Stock
    
    
    Common Stock
    
    
    Common StockBalance at December 31, 2003
    
    
    786
    
    
    
    544
    
    
    
    60,865
    
    
    
    7,926Non-cash compensation, net of
forfeitures
    
    
    
    
    
    
    
    
    
    
    1,069
    
    
    
    Redemption of Series A & Series D
Preferred stock
    
    
    (786
    )
    
    
    (544
    )
    
    
    
    
    
    
    Balance at December 31, 2004
    
    
    
    
    
    
    
    
    
    
    61,934
    
    
    
    7,926Non-cash compensation, net of
forfeitures
    
    
    
    
    
    
    
    
    
    
    809
    
    
    
    Balance at December 31, 2005
    
    
    
    
    
    
    
    
    
    
    62,743
    
    
    
    7,926Non-cash compensation, net of
forfeitures
    
    
    
    
    
    
    
    
    
    
    588
    
    
    
    Balance at December 31, 2006
    
    
    
    
    
    
    
    
    
    
    63,331
    
    
    
    7,926
 (a) Redemption of Preferred Stock
   (b) Preferred Stock
  F - 31




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##### Table of Contents



SUNCOM WIRELESS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
     20. Earnings (Loss) Per Share
  Year Ended December 31,2006
    
    
    2005
    
    
    2004(Dollars in thousands, except earnings per share)Net income (loss) available to common stockholders (A)
    
    ($
    337,378
    )
    
    ($
    496,808
    )
    
    $
    704,750Accreted dividends on preferred stock
    
    
    
    
    
    
    
    
    
    $
    11,938Net income (loss) available to common stockholders plus
assumed conversion of preferred stock (B)
    
    ($
    337,378
    )
    
    ($
    496,808
    )
    
    $
    716,688Weighted average outstanding shares of common stock (C)
    
    
    68,729,756
    
    
    
    68,042,715
    
    
    
    67,323,095Dilutive effect of unvested stock awards
    
    
    
    
    
    
    
    
    
    
    2,311,835Dilutive effect of conversion of Series A preferred stock
    
    
    
    
    
    
    
    
    
    
    21,522,723Dilutive effect of conversion of Series D preferred stock
    
    
    
    
    
    
    
    
    
    
    10,249,761Weighted average common stock and common stock
equivalents (D)
    
    
    68,729,756
    
    
    
    68,042,715
    
    
    
    101,407,414Earnings (loss) per share:Basic (A/C)
    
    ($
    4.91
    )
    
    ($
    7.30
    )
    
    $
    10.47Diluted (B/D)
    
    ($
    4.91
    )
    
    ($
    7.30
    )
    
    $
    7.07
  21. Termination Benefits and Other Related Charges
  F - 32




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##### Table of Contents



SUNCOM WIRELESS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
  Year ended(Dollars in thousands)
    
    December 31, 2006Accrual as of January 1, 2006
    
    $
    Charged to expense
    
    
    1,841Amounts paid
    
    
    (1,791
    )Accrual as of December 31, 2006
    
    $
    50
 22. Quarterly Results of Operations (Unaudited)
  First
    
    
    Second
    
    
    Third
    
    
    Fourth2006
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter(Dollars in thousands, except per share data)Total revenue
    
    $
    201,892
    
    
    $
    206,688
    
    
    $
    219,054
    
    
    $
    225,245Income (loss) from operations
    
    
    (109,805
    )
    
    
    (71,562
    )
    
    
    (1,161
    )
    
    
    556Net loss available to stockholders
    
    
    (147,205
    )
    
    
    (110,407
    )
    
    
    (40,482
    )
    
    
    (39,284
    )Net loss per share  basic and diluted
    
    ($
    2.15
    )
    
    ($
    1.61
    )
    
    ($
    0.59
    )
    
    ($
    0.57
    )
 First
    
    
    Second
    
    
    Third
    
    
    Fourth2005
    
    Quarter
    
    
    Quarter
    
    
    Quarter
    
    
    Quarter(Dollars in thousands, except per share data)Total revenue
    
    $
    203,953
    
    
    $
    212,880
    
    
    $
    214,487
    
    
    $
    194,838Loss from operations
    
    
    (32,347
    )
    
    
    (75,882
    )
    
    
    (80,290
    )
    
    
    (178,886
    )Net loss available to stockholders
    
    
    (69,911
    )
    
    
    (113,516
    )
    
    
    (117,279
    )
    
    
    (196,102
    )Net loss per share  basic and diluted
    
    ($
    1.03
    )
    
    ($
    1.67
    )
    
    ($
    1.73
    )
    
    ($
    2.87
    )
 23. Supplemental Cash Flow Information
 2006
    
    
    2005
    
    
    2004(Dollars in thousands)Cash paid during the year for interest, net of amounts
capitalized
    
    $
    148,015
    
    
    $
    144,445
    
    
    $
    124,864Cash paid during the year for taxes
    
    
    38
    
    
    
    152
    
    
    
    6,906Non-cash investing and financing activities:Equipment acquired under capital lease obligation
    
    
    31
    
    
    
    1,000
    
    
    
    438Change in fair value of derivative instruments
    
    
    
    
    
    
    
    
    
    
    (846
    )Change in capital expenditures included in accounts payable
    
    
    (4,260
    )
    
    
    (16,877
    )
    
    
    19,573Change in accrued direct transaction costs
    
    
    917
    
    
    
    (503
    )
    
    
    503Intangible assets acquired through the Triton Holdings
Agreement and the Triton PCS Agreement, net
    
    
    
    
    
    
    
    
    
    
    21,842
 F - 33




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##### Table of Contents



SUNCOM WIRELESS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
 Asset retirement obligation accruals for property, plant
and equipment
    
    
    (36
    )
    
    
    103
    
    
    
    613Tangible assets acquired through the Asset Exchange
Agreement, net
    
    
    
    
    
    
    
    
    
    
    90,109Intangible assets acquired through the Asset Exchange
Agreement, net
    
    
    
    
    
    
    
    
    
    
    463,071Adjustment to goodwill related to the
Asset Exchange Agreement, net
    
    
    
    
    
    
    (11,672
    )
    
    
    
 24. Subsequent Events
 Athens Sale.
 Debt-for-Equity Exchange.
      F - 34




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##### Table of Contents



SUNCOM WIRELESS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Continued)
    Tower Sale
  F - 35




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##### Table of Contents



ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
  
 ITEM 9A. CONTROLS AND PROCEDURES
 Evaluation of Controls and Procedures.
 Changes in Internal Controls.
 Managements Report in Internal Control Over Financial Reporting.
 
 ITEM 9B. OTHER INFORMATION
  
 PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
  
 ITEM 11. EXECUTIVE COMPENSATION
  
 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS
  
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
  
 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  49




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##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
 (a) (1) Financial Statements and Financial Statement Schedules
  Managements Report on Internal Control Over Financial Reporting
    
    F-2Report of Independent Registered Public Accounting Firm
    
    F-3Consolidated Balance Sheets
    
    F-4Consolidated Statements of Operations
    
    F-5Consolidated Statements of Redeemable Preferred Equity and Stockholders Equity (Deficit)
    
    F-6Consolidated Statements of Cash Flows
    
    F-7Notes to Consolidated Financial Statements
    
    F-8Schedule I  Condensed Financial Information of SunCom Wireless Holdings, Inc.
    
    51Schedule II  Valuation and Qualifying Accounts
    
    54
  50




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##### Table of Contents



(a) (1) Financial Statement Schedules
 
 
 December 31,
    
    
    December 31,2006
    
    
    2005(Dollars in thousands)ASSETS:Cash
    
    $
    394
    
    
    $
    Deferred tax asset
    
    
    2,384
    
    
    
    2,384Total Assets
    
    $
    2,778
    
    
    $
    2,384LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT):Accrued liabilities
    
    $
    17,491
    
    
    $
    15,888Due to related party
    
    
    7,276
    
    
    
    5,695Equity in net loss of subsidiaries
    
    
    392,015
    
    
    
    57,862Total Liabilities
    
    
    416,782
    
    
    
    79,445STOCKHOLDERS EQUITY (DEFICIT)Series B Preferred Stock, $0.01 par value
    
    
    
    
    
    
    Series C Preferred Stock, $0.01 par value
    
    
    
    
    
    
    Class A Common Stock, $0.01 par value
    
    
    633
    
    
    
    627Class B Non-voting Common Stock, $0.01 par value
    
    
    79
    
    
    
    79Additional paid-in capital
    
    
    614,849
    
    
    
    614,054Accumulated deficit
    
    
    (1,027,824
    )
    
    
    (690,446
    )Treasury stock
    
    
    (1,741
    )
    
    
    (1,375
    )Total Stockholders Equity (Deficit)
    
    
    (414,004
    )
    
    
    (77,061
    )Total Liabilities and Stockholders Equity (Deficit)
    
    $
    2,778
    
    
    $
    2,384
  51




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##### Table of Contents



For the Year
    
    For the Year
    
    For the YearEnded
    
    Ended
    
    EndedDecember 31,
    
    December 31,
    
    December 31,2006
    
    2005
    
    2004(Dollars in thousands)Equity in net income (loss) from operations
of subsidiaries
    
    ($
    334,954
    )
    
    ($
    495,230
    )
    
    $
    562,465General & administrative expenses
    
    
    (978
    )
    
    
    (165
    )
    
    
    (177
    )Income (loss) from operations
    
    
    (335,932
    )
    
    
    (495,395
    )
    
    
    562,288Other expense
    
    
    
    
    
    
    (157
    )
    
    
    Interest income
    
    
    5
    
    
    
    
    
    
    
    Other gain
    
    
    
    
    
    
    
    
    
    
    134,871Net income (loss) before taxes
    
    
    (335,927
    )
    
    
    (495,552
    )
    
    
    697,159Income tax provision
    
    
    (1,451
    )
    
    
    (1,256
    )
    
    
    (14,632
    )Net income (loss)
    
    
    (337,378
    )
    
    
    (496,808
    )
    
    
    682,527Accretion of preferred stock
    
    
    
    
    
    
    
    
    
    
    (11,938
    )Redemption of preferred stock
    
    
    
    
    
    
    
    
    
    
    34,161Net income (loss) available to common stockholders
    
    ($
    337,378
    )
    
    ($
    496,808
    )
    
    $
    704,750
  52




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##### Table of Contents



For the Year Ended
    
    For the Year Ended
    
    For the Year EndedDecember 31, 2006
    
    December 31, 2005
    
    December 31, 2004(Dollars in thousands)Cash flows from operating activities:Net income (loss)
    
    
    ($337,378
    )
    
    
    ($496,808
    )
    
    $
    682,527Equity in net (income) loss from operations
of subsidiaries
    
    
    334,954
    
    
    
    495,230
    
    
    
    (562,465
    )Other non-operating (gain) loss
    
    
    
    
    
    
    157
    
    
    
    (134,871
    )Deferred tax asset
    
    
    
    
    
    
    
    
    
    
    (2,384
    )Change in operating assets and liabilities:Accrued expenses
    
    
    1,603
    
    
    
    1,256
    
    
    
    14,632Net cash used in operating activities
    
    
    (821
    )
    
    
    (165
    )
    
    
    (2,561
    )Cash flows from investing activities:Payment of direct costs on business
transaction
    
    
    
    
    
    
    (157
    )
    
    
    (2,170
    )Net cash used by investing activities
    
    
    
    
    
    
    (157
    )
    
    
    (2,170
    )Cash flows from financing activities:Purchase of treasury stock
    
    
    (366
    )
    
    
    
    
    
    
    Advances from related party
    
    
    1,581
    
    
    
    322
    
    
    
    4,731Net cash provided by financing activities
    
    
    1,215
    
    
    
    322
    
    
    
    4,731Net increase in cash
    
    
    394
    
    
    
    
    
    
    
    Cash and cash equivalents, beginning of period
    
    
    
    
    
    
    
    
    
    
    Cash and cash equivalents, end of period
    
    $
    394
    
    
    $
    
    
    
    $
    
    53




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##### Table of Contents



Additions
    
    DeductionsBalance at
    
    Charged to
    
    Credited to
    
    Purchase
    
    BalanceBeginning
    
    Cost and
    
    Costs and
    
    Accounting
    
    at Endof Year
    
    Expenses
    
    Expenses
    
    Adjustments
    
    of Year(in thousands)Allowance for doubtful
accounts:Year ended December 31, 2004
    
    $
    3,839
    
    
    $
    7,761
    
    
    $
    7,876
    
    
    $
    3,861
    
    
    $
    7,585Year ended December 31, 2005
    
    
    7,585
    
    
    
    16,145
    
    
    
    13,717
    
    
    
    2,339
    
    
    
    12,352Year ended December 31, 2006
    
    
    12,352
    
    
    
    23,443
    
    
    
    26,900
    
    
    
    
    
    
    
    8,895Inventory obsolescence
reserve:Year ended December 31, 2004
    
    $
    689
    
    
    $
    1,335
    
    
    $
    1,526
    
    
    $
    
    
    
    $
    498Year ended December 31, 2005
    
    
    498
    
    
    
    1,774
    
    
    
    1,725
    
    
    
    
    
    
    
    547Year ended December 31, 2006
    
    
    547
    
    
    
    427
    
    
    
    748
    
    
    
    
    
    
    
    226Valuation allowance for
deferred tax assets:Year ended December 31, 2004
    
    $
    351,631
    
    
    $
    
    
    
    $
    162,451
    
    
    ($
    9,328
    )
    
    $
    179,852Year ended December 31, 2005
    
    
    179,852
    
    
    
    161,894
    
    
    
    
    
    
    
    (2,890
    )
    
    
    338,856Year ended December 31, 2006
    
    
    338,856
    
    
    
    127,330
    
    
    
    
    
    
    
    
    
    
    
    466,186
 54




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##### Table of Contents



(a) (3) Exhibits
 ExhibitNumber
    
    Description2.1
    
    Exchange Agreement among SunCom Wireless Holdings, Inc., SunCom Wireless Investment Co., LLC,
SunCom Wireless, Inc. and the holders of the
93/8% Senior Subordinated Notes due 2011 and 83/4%
Senior Subordinated Notes due 2011 of SunCom Wireless, Inc. party thereto (incorporated by
reference to Exhibit 2.1 to the Form 8-K of SunCom Wireless Holdings, Inc. filed January 31,
2007).2.2
    
    Agreement and Plan of Merger between SunCom Wireless Holdings, Inc. and SunCom Merger Corp.
(incorporated by reference to Exhibit 2.2 to the Form 8-K of SunCom Wireless Holdings, Inc.
filed January 31, 2007).3.1
    
    Second Restated Certificate of Incorporation of Triton PCS Holdings, Inc. (incorporated by
reference to Exhibit 3.4 to the Form 10-Q of Triton PCS Holdings, Inc. for the quarter ended
September 30, 1999).3.2
    
    Amendment to Second Restated Certificate of Incorporation of Triton PCS Holdings, Inc.
changing the companys corporate name to SunCom Wireless Holdings, Inc. (incorporated by
reference to Exhibit 3.2 to the Form 10-Q of Triton PCS Holdings, Inc. for the quarter ended
March 31, 2005).3.3
    
    Second Amended and Restated Bylaws of Triton PCS Holdings, Inc. (incorporated by reference to
Exhibit 3.6 to the Form 10-Q of Triton PCS Holdings, Inc. for the quarter ended September 30,
1999).4.1
    
    Specimen Class A Common Stock Certificate.4.2
    
    Indenture, dated as of January 19, 2001, among Triton PCS, Inc., the Guarantors party thereto
and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.5 to Amendment
No. 2 to the Form S-3 Registration Statement of Triton PCS Holdings, Inc., File No.
333-49974).4.3
    
    Supplemental Indenture, dated as of November 18, 2004, by and among Triton PCS, Inc.,
Affiliate License Co., L.L.C. and The Bank of New York, to the Indenture, dated as of January
19, 2001, among Triton PCS, Inc., the Guarantors party thereto and The Bank of New York, as
trustee (incorporated by reference to Exhibit 4.3 to the Form 10-K of Triton PCS Holdings,
Inc. for the year ended December 31, 2004).4.4
    
    Supplemental Indenture, dated as of January 27, 2005, by and among Triton PCS, Inc., AWS
Network Newco, LLC, SunCom Wireless International, LLC, SunCom Wireless Puerto Rico Operating
Company, LLC, Triton Network Newco, LLC and The Bank of New York to the Indenture, dated as of
January 19, 2001, among Triton PCS, Inc., the Guarantors party thereto and The Bank of New
York, as trustee (incorporated by reference to Exhibit 4.4 to the Form 10-K of Triton PCS
Holdings, Inc. for the year ended December 31, 2004).4.5
    
    Indenture, dated as of November 14, 2001, among Triton PCS, Inc., the Guarantors thereto and
The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K/A
of Triton PCS Holdings, Inc. filed November 15, 2001).4.6
    
    Supplemental Indenture, dated as of November 18, 2004, by and among Triton PCS, Inc.,
Affiliate License Co., L.L.C. and The Bank of New York to the Indenture, dated as of November
14, 2001, among Triton PCS, Inc., the Guarantors thereto and The Bank of New York, as trustee
(incorporated by reference to Exhibit 4.6 to the Form 10-K of Triton PCS Holdings, Inc. for
the year ended December 31, 2004).4.7
    
    Supplemental Indenture, dated as of January 27, 2005, by and among Triton PCS, Inc., AWS
Network Newco, LLC, SunCom Wireless International, LLC, SunCom Wireless Puerto Rico Operating
Company, LLC, Triton Network Newco, LLC and The Bank of New York to the Indenture, dated as of
November 14, 2001, among Triton PCS, Inc., the Guarantors thereto and The Bank of New York, as
trustee (incorporated by reference to Exhibit 4.7 to the Form 10-K of Triton PCS Holdings,
Inc. for the year ended December 31, 2004).4.8
    
    Indenture, dated as of June 13, 2003, among Triton PCS, Inc., the Guarantors thereto and The
Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K/A of
Triton PCS Holdings, Inc. filed June 16, 2003).4.9
    
    Supplemental Indenture, dated as of November 18, 2004, by and among Triton PCS, Inc.,
Affiliate License Co., L.L.C. and The Bank of New York, to the Indenture, dated as of June 13,
2003, among Triton PCS, Inc., the Guarantors thereto and The Bank of New York, as trustee
(incorporated by reference to Exhibit 4.9 to the Form 10-K of Triton PCS Holdings, Inc. for
the year ended December 31, 2004).4.10
    
    Supplemental Indenture, dated as of January 27, 2005, by and among Triton PCS, Inc., AWS
Network Newco, LLC, SunCom Wireless International, LLC, SunCom Wireless Puerto Rico Operating
Company, LLC, Triton Network Newco, LLC and The Bank of New York, to the Indenture, dated as
of June 13, 2003, among Triton PCS, Inc., the Guarantors
 55




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##### Table of Contents



ExhibitNumber
    
    Descriptionthereto and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.10 to the
Form 10-K of Triton PCS Holdings, Inc. for the year ended December 31, 2004).10.1
    
    Term Loan Agreement, dated as of November 18, 2004, among Triton PCS, Inc., the lenders party
thereto, Lehman Commercial Paper Inc., as Administrative Agent, and Merrill Lynch, Pierce,
Fenner & Smith Incorporated, as Syndication Agent (incorporated by reference to Exhibit 10.1
to the Form 8-K of Triton PCS Holdings, Inc. filed November 23, 2004).10.2
    
    Pledge Agreement, dated as of November 18, 2004, among Triton PCS, Inc., each Subsidiary of
the Borrower party thereto, SunCom Wireless Investment Company LLC and Lehman Commercial Paper
Inc., as Collateral Agent for the Secured Parties (incorporated by reference to Exhibit 10.2
to the Form 8-K of Triton PCS Holdings, Inc. filed November 23, 2004).10.3
    
    Security Agreement, dated as of November 18, 2004, among Triton PCS, Inc., each Subsidiary of
the Borrower party thereto and Lehman Commercial Paper Inc., as Collateral Agent for the
Secured Parties (incorporated by reference to Exhibit 10.3 to the Form 8-K of Triton PCS
Holdings, Inc. filed November 23, 2004).10.4
    
    Guarantee Agreement, dated as of November 18, 2004, among each Subsidiary of Triton PCS, Inc.
party thereto and Lehman Commercial Paper Inc., as Collateral Agent for the Secured Parties
(incorporated by reference to Exhibit 10.4 to the Form 8-K of Triton PCS Holdings, Inc. filed
November 23, 2004).10.5
    
    Indemnity, Subrogation and Contribution Agreement, dated as of November 18, 2004, among
Triton PCS, Inc., each Subsidiary of the Borrower party thereto and Lehman Commercial Paper
Inc., as Collateral Agent for the Secured Parties (incorporated by reference to Exhibit 10.5
to the Form 8-K of Triton PCS Holdings, Inc. filed November 23, 2004).10.6
    
    Ericsson Acquisition Agreement, dated as of March 11, 1998, between Triton Equipment Company
L.L.C. and Ericsson, Inc. (incorporated by reference to Exhibit 10.15 to Amendment No. 2 to
the Form S-4 Registration Statement of Triton PCS, Inc. and its subsidiaries, File No.
333-57715).**10.7
    
    First Addendum to Acquisition Agreement, dated as of May 24, 1999, between Triton PCS
Equipment Company L.L.C. and Ericsson, Inc. (incorporated by reference to Exhibit 10.27 to
Amendment No. 3 to the Form S-1 Registration Statement of Triton PCS Holdings, Inc., File No.
333-85149).**10.8
    
    Second Addendum to Acquisition Agreement, dated as of September 22, 1999, between Triton PCS
Equipment Company L.L.C. and Ericsson, Inc. (incorporated by reference to Exhibit 10.13 to the
Form 10-K of Triton PCS Holdings, Inc. for the year ended December 31, 2000).**10.9
    
    Third Addendum to Acquisition Agreement, dated as of June 20, 2000, between Triton PCS
Equipment Company L.L.C. and Ericsson, Inc. (incorporated by reference to Exhibit 10.14 to the
Form 10-K of Triton PCS Holdings, Inc. for the year ended December 31, 2000).**10.10
    
    Fourth Addendum to Acquisition Agreement, effective as of September 21, 2001, between Triton
PCS Equipment Company L.L.C. and Ericsson Inc. (incorporated by reference to Exhibit 10.3 to
the Form 10-Q of Triton PCS Holdings, Inc. for the quarter ended June 30, 2002).**10.11
    
    Employment Agreement, dated as of February 4, 1998, among Triton Management Company, Inc.,
Triton PCS Holdings, Inc. and Michael E. Kalogris (incorporated by reference to Exhibit 10.16
to the Form S-4 Registration Statement of Triton PCS, Inc. and its subsidiaries, File No.
333-57715).*10.12
    
    Amendment No. 1 to Employment Agreement, dated as of June 29, 1998, among Triton Management
Company, Inc., Triton PCS Holdings, Inc., and Michael E. Kalogris (incorporated by reference
to Exhibit 10.16.1 to Amendment No. 1 to the Form S-4 Registration Statement of Triton PCS,
Inc. and its subsidiaries, File No. 333-57715).*10.13
    
    Amendment No. 2 to Employment Agreement by and among Triton Management Company, Inc., Triton
PCS Holdings, Inc. and Michael E. Kalogris, dated December, 1998 (incorporated by reference to
Exhibit 10.39 to Post-Effective Amendment No. 2 to the Form S-4 Registration Statement of
Triton PCS, Inc. and its subsidiaries, File No. 333-57715).*10.14
    
    Amendment No. 3 to Employment Agreement by and among Triton Management Company, Inc., Triton
PCS Holdings, Inc. and Michael E. Kalogris, dated June 8, 1999 (incorporated by reference to
Exhibit 10.40 to Post-Effective Amendment No. 2 to the Form S-4 Registration Statement of
Triton PCS, Inc. and its subsidiaries, File No. 333-57715).*10.15
    
    Letter Agreement, dated as of May 6, 2003, by and among Triton PCS Holdings, Inc., Triton
Management Company, Inc. and Michael E. Kalogris (incorporated by reference to Exhibit 10.2 to
the Form 10-Q/A, Amendment No.1, of Triton PCS Holdings, Inc. for the quarter ended March 31,
2003).*10.16
    
    Letter Agreement, dated as of December 2, 2005, by and among SunCom Wireless Holdings, Inc.,
SunCom Wireless Management Company, Inc. and Michael E. Kalogris (incorporated by reference to Exhibit 10.16 to the Form 10-K of
SunCom Wireless Holdings, Inc. for the year ended December 31, 2005).*
 56




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##### Table of Contents



ExhibitNumber
    
    Description10.17
    
    Amendment No. 4 to Employment Agreement by and among SunCom Wireless Management Company,
Inc., SunCom Wireless Holdings, Inc. and Michael E. Kalogris, dated
December 20, 2005 (incorporated by reference to Exhibit 10.17 to
the Form 10-K of SunCom Wireless Holdings, Inc. for the year ended
December 31, 2005).*10.18
    
    Letter Agreement, dated as of October 19, 2006, by and among by and among SunCom
Wireless Holdings, Inc., SunCom Wireless Management Company, Inc. and Michael E. Kalogris
(incorporated herein by reference to Exhibit 10.9 to the Form 10-Q of SunCom Wireless
Holdings, Inc. for the quarter ended September 30, 2006).*10.19
    
    Amendment to Employment Agreement, dated as of January 31, 2007, by and among SunCom
Wireless Holdings, Inc., SunCom Wireless Management Company, Inc. and Michael Kalogris
(incorporated by reference to Exhibit 10.1 to the Form 8-K of SunCom Wireless Holdings,
Inc. filed February 1, 2007).*10.20
    
    Employment Agreement, dated as of March 7, 2005, by and between SunCom Wireless Management
Company, Inc. and William A. Robinson (incorporated by reference to Exhibit 10.1 to the Form
8-K of Triton PCS Holdings, Inc. filed March 11, 2005).*10.21
    
    Letter Agreement, dated as of December 2, 2005, by and between SunCom Wireless Management
Company, Inc. and William A. Robinson (incorporated by reference to
Exhibit 10.23 to the Form 10-K of SunCom Wireless Holdings, Inc. for
the year ended December 31, 2005).*10.22
    
    Amendment No. 1 to Employment Agreement by and between SunCom Wireless Management Company,
Inc. and William A. Robinson, dated December 14, 2005
(incorporated by reference to Exhibit 10.24 to the Form 10-K of SunCom
Wireless Holdings, Inc. for the year ended December 31, 2005).*10.23
    
    Letter Agreement, dated as of September 11, 2006, by and between SunCom Wireless
Management Company, Inc. and William A. Robinson (incorporated by reference to Exhibit
10.6 to the Form 8-K of SunCom Wireless Holdings, Inc. filed September 12, 2006).10.24
    
    Amendment to Employment Agreement, dated as of January 31, 2007, by and among SunCom
Wireless Holdings, Inc., SunCom Wireless Management Company, Inc. and William A. Robinson
(incorporated by reference to Exhibit 10.2 to the Form 8-K of SunCom Wireless Holdings,
Inc. filed February 1, 2007).*10.25
    
    Employment Agreement, dated May 26, 2006, to be effective as of December 20, 2005, by and
between SunCom Wireless Management Company, Inc. and Eric Haskell (incorporated by reference
to Exhibit 10.1 to the Form 8-K of SunCom Wireless Holdings, Inc. filed June 2, 2006).*10.26
    
    Letter Agreement, dated as of July 12, 2006, between SunCom Wireless Management Company,
Inc. and Eric Haskell (incorporated by reference to Exhibit 10.2 to the Form 8-K of SunCom
Wireless Holdings, Inc. filed July 14, 2006).*10.27
    
    Amendment to Employment Agreement, dated as of January 31, 2007, by and among SunCom
Wireless Holdings, Inc., SunCom Wireless Management Company, Inc. and Eric Haskell
(incorporated by reference to Exhibit 10.3 to the Form 8-K of SunCom Wireless Holdings, Inc.
filed February 1, 2007).*10.28
    
    Employment Agreement, dated as of September 6, 2006, between SunCom Wireless Management
Company, Inc. and Raul Burgos (incorporated by reference to Exhibit 10.1 to the Form 8-K of
SunCom Wireless Holdings, Inc. filed September 12, 2006).10.29
    
    Amended and Restated Common Stock Trust Agreement for Management Employees and Independent
Directors, dated as of June 26, 1998 (incorporated by reference to Exhibit 10.19 to Amendment
No. 1 to the Form S-4 Registration Statement of Triton PCS, Inc. and its subsidiaries, File
No. 333-57715).*10.30
    
    Form of Stockholders Letter Agreement for Management Employees (incorporated by reference to
Exhibit 10.43 to Post-Effective Amendment No. 2 to the Form S-4 Registration Statement of
Triton PCS, Inc. and its subsidiaries, File No. 333-57715).*10.31
    
    SunCom Wireless Holdings, Inc. Amended and Restated Directors Stock and Incentive Plan,
dated as of May 3, 2006 (incorporated by reference to Exhibit 10.11 to the Form 10-Q of
SunCom Wireless Holdings, Inc. for the quarter ended June 30, 2006).*10.32
    
    Form of Directors Stock Award Agreement (incorporated by reference to Exhibit 10.22 to the
Form 10-K of Triton PCS Holdings, Inc. for the year ended December 31, 2004).*10.33
    
    Form of 2002 Director Stock Award Agreement, as amended (incorporated by reference to
Exhibit 10.9 to the Form 10-Q of Triton PCS Holdings, Inc. for the quarter ended June 30,
2002).*10.34
    
    Form of Director Restricted Stock Award Agreement (incorporated by reference to
Exhibit 10.12 to the Form 10-Q of SunCom Wireless Holdings, Inc. for the quarter ended June
30, 2006).*10.35
    
    SunCom Wireless Holdings, Inc. Amended and Restated Stock and Incentive Plan, dated as of
May 3, 2006 (incorporated by reference to Exhibit 10.1 to the Form 8-K of SunCom Wireless
Holdings, Inc. filed May 4, 2006).*
 57




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##### Table of Contents



ExhibitNumber
    
    Description10.36
    
    Form of Restricted Stock Agreement and Notification of Restricted Stock Award for Employees
(incorporated by reference to Exhibit 10.2 to the Form 8-K of SunCom Wireless Holdings, Inc.
filed May 4, 2006).*10.37
    
    Form of Restricted Stock Agreement and Notification of Restricted Stock Award for Senior
Executives (incorporated by reference to Exhibit 10.3 to the Form 8-K of SunCom Wireless
Holdings, Inc. filed May 4, 2006).*10.38
    
    Form of Restricted Stock Agreement and Notification of Restricted Stock Award for
Consultants (incorporated by reference to Exhibit 10.4 to the Form 8-K of SunCom Wireless
Holdings, Inc. filed May 4, 2006).*10.39
    
    Triton PCS Holdings, Inc. Employee Stock Purchase Plan (incorporated by reference to Exhibit
10.46 to Amendment no. 1 to the Form S-1 Registration Statement of Triton PCS Holdings, Inc.,
File No. 333-85149).*10.40
    
    Form of Executive Bonus Program Agreement (incorporated by reference to Exhibit 10.5 to the
Form 10-Q of Triton PCS Holdings, Inc. for the quarter ended June 30, 2003).*10.41
    
    Form of Restricted Stock Award Agreement for Puerto Rico Executives (incorporated by
reference to Exhibit 10.2 to the Form 8-K of SunCom Wireless Holdings, Inc. dated September 6,
2006 and filed September 12, 2006).*10.42
    
    Master Purchase Agreement, effective as of September 21, 2001, between Ericsson Inc. and
Triton PCS Equipment Company L.L.C. (incorporated by reference to Exhibit 10.4 to the Form
10-Q of Triton PCS Holdings, Inc. for the quarter ended June 30, 2002). **10.43
    
    Statement of Work No. 1, effective as of September 21, 2001, between Triton PCS Equipment
Company L.L.C. and Ericsson Inc. (incorporated by reference to Exhibit 10.1 to the Form 10-Q
of Triton PCS Holdings, Inc. for the quarter ended June 30, 2002). **10.44
    
    Statement of Work No. 2, effective as of April 10, 2002, between Triton PCS Equipment
Company L.L.C. and Ericsson Inc. (incorporated by reference to Exhibit 10.6 to the Form 10-Q
of Triton PCS Holdings, Inc. for the quarter ended June 30,
2002).**10.45
    
    Purchase and License Agreement, effective as of May 16, 2002, between Triton PCS Equipment
Company L.L.C. and Nortel Networks Inc. (incorporated by reference to Exhibit 10.7 to the Form
10-Q of Triton PCS Holdings, Inc. for the quarter ended June 30, 2002). **10.46
    
    GSM/GPRS Supplement to the Purchase and License Agreement, effective as of May 16, 2002,
between Triton PCS Equipment Company L.L.C. and Nortel Networks Inc. (incorporated by
reference to Exhibit 10.8 to the Form 10-Q of Triton PCS Holdings, Inc. for the quarter ended
June 30, 2002). **10.47
    
    Amendment Number 1 to the Purchase Agreement between Triton PCS Equipment
Company L.L.C. and Nortel Networks Inc., effective as of May 16, 2005.10.48
    
    Assignment Agreement, dated as of June 21, 2005, between Triton PCS
Equipment Company L.L.C. and Nortel Networks Inc.21.1
    
    Subsidiaries of SunCom Wireless Holdings, Inc.23.1
    
    Consent of PricewaterhouseCoopers LLP.24.1
    
    Power of Attorney (set forth on the signature page of this report).31.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14a under the Securities
Exchange Act of 1934, as amended.31.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14a under the Securities
Exchange Act of 1934, as amended.31.3
    
    Certification of Controller pursuant to Rule 13a-14a under the Securities Exchange Act of
1934, as amended.32.1
    
    Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities
Exchange Act of 1934, as amended.32.2
    
    Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities
Exchange Act of 1934, as amended.
 
 *
    
    Management contract or compensatory plan.**
    
    Portions of this exhibit have been omitted under a Securities and Exchange Commission order
granting confidential treatment. 58




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##### Table of Contents



SIGNATURES
   Date: March 9, 2007
    
    By:
    
    /s/ Michael E. Kalogris

           Michael E. Kalogris
           Chief Executive Officer
          (Principal Executive Officer)Date: March 9, 2007
    
    By :
    
    /s/ Eric Haskell

           Eric Haskell
           Executive Vice President and
           Chief Financial Officer
           (Principal Financial Officer)




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##### Table of Contents



Power of Attorney
   Signature
    
    Title
    
    Date/s/ Michael E. Kalogris

Michael E. Kalogris
    
    Chief Executive Officer and
Chairman of theBoard of
Directors
(Principal Executive Officer)
    
    March 9, 2007/s/ Eric Haskell

Eric Haskell
    
    Executive Vice President, Chief
FinancialOfficer and Director
(Principal Financial Officer)
    
    March 9, 2007/s/ Harry Roessner

Harry Roessner
    
    Vice President and Controller
(Principal Accounting Officer)
    
    March 9, 2007/s/ Scott I. Anderson

Scott I. Anderson
    
    Director
    
    March 9, 2007/s/ Mathias DeVito

Mathias DeVito
    
    Director
    
    March 9, 2007/s/ Arnold Sheiffer

Arnold Sheiffer
    
    Director
    
    March 9, 2007