##### 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 1934For the Fiscal Year Ended
    December 31, 2005oro

TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Transition Period
    from
    to     SunCom Wireless Holdings,
    Inc.
 (Exact name of Registrant as
    specified in its charter)
  Delaware

23-2974475(State or other jurisdiction
    of
    incorporation or organization)

(I.R.S. employer
    identification number)   1100
    Cassatt Road
    Berwyn, Pennsylvania 19312 (Address
    and zip code of principal executive offices)
  (610) 651-5900 (Registrants
    telephone number, including area code)
  Securities registered pursuant to Section 12(b) of the
    Act:
   Title of Class

Name of Each Exchange on Which
    RegisteredClass A common stock,
    $.01 par value per share

New York Stock Exchange   Securities registered pursuant to Section 12(g) of the
    Act:
 None
  o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
  o þ o
  Rule 12b-2 o þ
      Class

Outstanding at February 10,
    2006Class A Common Stock,
    $.01 par value per share

62,690,608 sharesClass B Common Stock,
    $.01 par value per share

7,926,099 shares   DOCUMENTS INCORPORATED BY REFERENCE
  Document

Parts Into Which
    IncorporatedProxy Statement for the Annual
    Meeting of Stockholders to be held on May 3, 2006

Part II, Item 5 and
    Part III




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##### 



SUNCOM
    WIRELESS HOLDINGS, INC.
  FORM 10-K
  TABLE OF
    CONTENTS
  PagePART IItem 1

Business


1Item 1A

Risk Factors


20Item 1B

Unresolved Staff
    Comments


26Item 2

Properties


26Item 3

Legal
    Proceedings


26Item 4

Submission of
    Matters to a Vote of Security Holders


26PART IIItem 5

Market for
    Registrants Common Equity, Related Stockholder Matters and
    Issuer Purchases of Equity Securities


27Item 6

Selected Financial
    Data


28Item 7

Managements
    Discussion and Analysis of Financial Condition and Results of
    Operations


30Item 7A

Quantitative and
    Qualitative Disclosures about Market Risk


52Item 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-5Consolidated
    Statements of Operations and Comprehensive Income (Loss)


F-6Consolidated
    Statements of Redeemable Preferred Equity and Stockholders
    Equity (Deficit)


F-7Consolidated
    Statements of Cash Flows


F-8Notes to
    Consolidated Financial Statements


F-9Item 9

Changes in and
    Disagreements with Accountants on Accounting and Financial
    Disclosure


53Item 9A

Controls and
    Procedures


53Item 9B

Other
    Information


53PART IIIItem 10

Directors and
    Executive Officers of the Registrant


53Item 11

Executive
    Compensation


54Item 12

Security Ownership
    of Certain Beneficial Owners and Management


54Item 13

Certain
    Relationships and Related Transactions


54Item 14

Principal
    Accountant Fees and Services


54PART IVItem 15

Exhibits and
    Financial Statement Schedules


55LETTER AGREEMENT DATED DECEMBER 2,2005AMENDMENT # 4 TO EMPLOYMENT AGREEMENTLetter Agreement, David D. ClarkSeparation Agreement, David D. ClarkAmendment No. 1 to Employment Agreement, William A. RobinsonEmployment Agreement, WILLIAM  ROBINSONEMPLOYMENT AGREEMENT DATED DECEMBER 20,2005 WITH DANIEL E. HOPKINSSubsidiaries of SunCom Wireless Holdings, Inc.Consent of PricewaterhouseCoopers LLPCertification of Chief Executive OfficerCertification of Chief Financial OfficerCertification of ControllerCertification of Chief Executive Officer pursuant to Rule 13a-14(b)Certification of Chief Financial Officer pursuant to Rule 13a-14(b)   i




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PRELIMINARY
    NOTE
  Form 10-K SEC
  SPECIAL
    NOTE REGARDING FORWARD-LOOKING STATEMENTS
  anticipate believe, could, estimate, expect, intend, may, should, will would forward-looking
 ii




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PART I  ITEM 1.
    Business  Introduction
  (610) 651-5900. http://www.suncom.com.
    SunCom we us our Holdings SunCom Wireless
  Overview
    PCS
      
    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 Holdings, AT&T Wireless
    Services, Inc., AT&T Wireless PCS LLC and Cingular Wireless
    LLC, which we refer to as 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 First Amended
    and Restated 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 First Amended and Restated
    Stockholders Agreement. The termination of the First
    Amended and Restated Stockholders Agreement allowed
    Cingular Wireless to operate in regions where SunCom once had
    the right to operate exclusively and allowed SunCom to operate
    in areas where it was once prohibited from doing so. Also
    pursuant to the Triton Holdings Agreement, 1




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AT&T Wireless transferred to SunCom its interest in the
    entity that controls the SunCom brand name and
    related trademarks and waived the payment of a $3.5 million
    dividend previously declared by Holdings on its Series A
    preferred stock.  
    Triton PCS Agreement.  Pursuant to an
    agreement dated July 7, 2004 by and among SunCom Wireless,
    AT&T Wireless, AT&T Wireless PCS LLC and Cingular
    Wireless, which we refer to as the Triton PCS Agreement,
    on October 26, 2004, SunCom Wireless roaming
    agreement with AT&T Wireless was terminated and SunCom
    Wireless roaming agreement with Cingular Wireless was
    amended to extend the term and reduce the roaming rates payable
    to SunCom and its affiliates thereunder. Without the exclusivity
    agreement that previously applied to AT&T Wireless, Cingular
    Wireless does not rely on our network for service to the same
    degree that AT&T Wireless did in the past. As a result,
    lower roaming rates had a negative impact on our revenue for the
    year ended December 31, 2005. However, since the rates are
    reciprocal, we are able to offer our customers wide-area rate
    plans at acceptable rates of return due to lower expense
    associated with reduced roaming rates. In addition, under the
    Triton PCS Agreement, AT&T Wireless transferred certain
    Federal Communications Commission, or FCC, licenses
    covering Savannah, Georgia, and Asheville, Wilmington and
    Jacksonville, North Carolina, to SunCom in exchange for certain
    FCC licenses held by SunCom covering Savannah and Augusta,
    Georgia. As additional consideration for this license exchange,
    Cingular Wireless also paid SunCom approximately
    $4.7 million.    
    Exchange Agreement.  On
    September 21, 2004, we entered into an Exchange Agreement
    with AT&T Wireless and Cingular Wireless, which we
    refer to as the Exchange Agreement. On December 1,
    2004, pursuant to the closing of the first stage of the Exchange
    Agreement, SunCom 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
    SunCom of $175 million. On November  22, 2005,
    pursuant to the closing of the second stage of the Exchange
    Agreement and subsequent to receiving FCC approval, the parties
    exchanged equity interests in the subsidiaries holding the FCC
    licenses.  TDMA GSM/GPRS
 2




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re-launch
    coast-to-coast
     3




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easy-to-use E-commerce
  Recent
    Development
    Reportable
    Segments
    Continental
    United States Segment
    Puerto
    Rico and the U.S. Virgin Islands Segment
   4




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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.
    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.  Our market research indicates
    that scope and quality of coverage are extremely important to
    customers in their choice of a wireless service provider. 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 2,340 cell sites and ten
    switches, offering both GSM/GPRS and TDMA digital technology.
    Our network is compatible with the networks of Cingular
    Wireless,
    T-Mobile and
    other wireless communications service providers that use either
    GSM/GPRS or TDMA 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 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. During 2005, we supplemented these facilities
    with customer care services provided by Center Partners in
    Fort Collins, Colorado.  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 253 cell sites and two
    switches, offering both GSM/GPRS and TDMA digital technology.
    Our network is compatible with the networks of Cingular Wireless
    and other wireless communications service providers that use
    either GSM/GPRS or TDMA 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 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. 5




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
    Deliver Quality Customer Service.  Our
    point-of-sale
    activation process is designed to ensure quick and easy service
    initiation, including customer qualification. Through 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.  License
    Acquisition Transactions
  Transactions
    with Lafayette
  Lafayette
  Termination
    of Urban Comm-North Carolina, Inc. Acquisition
  Urban.
  Tower
    Sale
    Subscriber
    Sale
    Sales,
    Marketing and Distribution
  e-commerce.
 6




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
    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 115 company-owned
    SunCom retail stores open as of December 31, 2005. Of these
    115 stores, 90 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, 2005, our direct
    corporate sales force consisted of 37 dedicated professionals
    targeting wireless decision-makers within mid-sized
    corporations. Of these 37 direct sales associates, 27 were
    located within the continental United States and ten 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 401 distribution points in the continental
    United States and 260 distribution points in Puerto Rico and the
    U.S. Virgin Islands.
    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.      
    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, which emphasize no hidden fees, 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.
    Network Quality.  Our commitment to making the
    capital investment necessary to maintain and operate a superior,
    high-quality network allows us to achieve coverage and call
    completion metrics that exceed those of our competitors.
    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.
    Customer Care.  We are committed to building
    strong customer relationships by providing our customers with
    service that exceeds expectations. Within our continental United
    States segment, we 7




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currently operate
    state-of-the-art
    customer care facilities in Richmond, Virginia and Charleston,
    South Carolina, which house our customer service and collections
    personnel. These locations include approximately 432 customer
    care representatives and a sophisticated customer care
    information system, including an IVR call routing system. During
    2005, we supplemented these facilities with customer care
    services provided by Center Partners in Fort Collins,
    Colorado. Within our Puerto Rico segment, we currently operate a
    state-of-the-art
    customer care facility in Caguas, Puerto Rico, which includes
    approximately 213 customer care representatives. Although we
    outsource our Puerto Rico customer care facility to Atento de
    Puerto Rico, we manage the operations of this customer care
    center.  Network
    Infrastructure
    Network
    Operations
    Switched Interconnection/Backhaul.
  Long Distance.
  Roaming. T-Mobile, T-Mobiles
  Network Monitoring Systems. around-the-clock
  Network
    Digital Technology
  T-Mobile.
 8




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Federal
    Regulation
  Communications Act
  FAA point-to-point
    Licensing of Cellular and Personal Communications Services
    Systems.
  10-year
  
    provided substantial service during its past license
    term; and
    substantially complied with applicable FCC rules and policies
    and the Communications Act.  10-year
 9




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Build-Out and Microwave Relocation
    Obligations. 10-year
    
    a transition plan to relocate such microwave operators to other
    spectrum blocks; and
    a cost sharing plan so that if the relocation of an incumbent
    benefits more than one PCS licensee, those licensees will share
    the cost of the relocation.    Spectrum Caps and Spectrum Leasing. case-by-case
   10




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New Spectrum Opportunities and Advanced Wireless Data
    Services. 1710-1755 2110-2155 1915-1920 1995-2000 2020-2025 2175-2180 1710-1755 2110-2155
      Transfers and Assignments of Cellular and PCS
    Licenses.
    Foreign Ownership. non-U.S. citizens
 11




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non-U.S. citizens
  Enhanced 911 Services. E-911, E-911,
    Radiofrequency Emissions. OET
  and/or
 12




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Interconnection. TELRIC. pre-1996
    
    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 decided to seek comment on seven specific
    interconnection proposals filed by different industry groups and
    others in the proceeding, which have varying impacts on wireless
    carriers. 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. 13




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Universal Service Funds.
    Outage Reporting.
  Electronic Surveillance. CALEA,
 14




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and/or
  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.       15




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Environmental Processing. NHPA.
    Rate Integration.
  Privacy. CPNI
  Billing. NASUCA
 16




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truth-in-billing truth-in-billing
  class-action
  Access for Individuals with Disabilities.
  Wireless Spam. CAN-SPAM Act.
  Public Safety Interference.
 17




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State
    Regulation and Local Approvals
         18




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Competition
  T-Mobile 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;
    quality customer care, which includes the speed and accuracy of
    customer issue resolution;
    price, which includes the monthly charges we bill our wireless
    subscribers; and
    products offered, which include a variety of handsets and
    accessories with multiple capabilities, including data services.    e-mail
  Intellectual
    Property
   19




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Employees
    Available
    Information
  http://www.suncom.com. Form 10-K, Form 10-Q, Form 8-K http://www.sec.gov.
  www.suncom.com.
  ITEM 1A.
    Risk
    Factors    If our
    wholly-owned subsidiary, SunCom Wireless, is unable to continue
    as a going concern, we may be required to substantially modify
    our business plan, restructure SunCom Wireless balance
    sheet or file for bankruptcy protection at the SunCom Wireless
    level.
    We
    have experienced losses during four of the last five years, and
    we may be unable to regain profitability.
   20




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
    grow our subscriber base;
    achieve our projected market penetration;
    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 past
    early 2007. Accordingly, absent our determination to make
    additional investments in SunCom Wireless or SunCom
    Wireless ability to secure another source of liquidity
    this year, we will need to restructure SunCom Wireless
    balance sheet
    and/or
    implement an alternative financial plan, such as a significant
    asset sale, to reduce its debt.
  and/or
  Our
    future growth may require significant additional capital, and
    our substantial indebtedness could impair our ability to fund
    our capital requirements.
   21




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T-Mobile
  
    public offerings or private placements of debt securities;
    commercial bank loans; and
    equipment lease financing.  3 8 3 4 1 2
  Our
    debt instruments contain restrictive covenants that may limit
    our operating flexibility.
  3 8 3 4 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.    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 prepaid plans and similar plans targeting different
    market segments.    We
    have had and may continue to have difficulty penetrating the
    North Carolina markets we acquired from AT&T Wireless, which
    has adversely affected our results of operations and may
    continue to do so in the near future.
   22




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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.
   23




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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.
   24




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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.
   25




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Our
    institutional investors invest in other wireless communications
    services companies, and conflicts of interest may arise from
    these investments and from other directorships held by
    SunComs directors that may not be resolved in our
    favor.
    ITEM 1B.
    Unresolved
    Staff Comments.    ITEM 2.
    Properties    ITEM 3.
    Legal
    Proceedings    ITEM 4.
    Submission
    of Matters to a Vote of Security Holders   26




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PART II  ITEM 5.
    Market
    For Registrants Common Equity, Related Stockholder Matters
    and Issuer Repurchases of Equity Securities    Low


HighYear Ended December 31,
    2005First Quarter

$
1.90


$
3.92Second Quarter


1.63



2.34Third Quarter


2.02



3.84Fourth Quarter


2.09



3.44Year Ended December 31,
    2004First Quarter

$
4.98


$
6.99Second Quarter


3.83



5.95Third Quarter


2.42



4.34Fourth Quarter


2.33



3.42        27




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ITEM 6.
    Selected
    Financial Data  Form 10-K.
  Year Ended
    December 31,2005


2004


2003


2002


2001(Dollars in thousands, except
    per share amounts)Statement of Operations
    Data:Revenues:Service

$
635,038


$
603,242


$
576,359


$
502,402


$
387,381Roaming


103,605



145,999



180,314



175,405



126,909Equipment


87,515



68,959



53,426



38,178



25,810Total revenues


826,158



818,200



810,099



715,985



540,100Expenses:Costs of service and equipment
    (excluding the below amortization and asset impairment,
    excluding depreciation and asset disposal of $272,235, $147,895,
    $131,968, $114,007 and $90,851, respectively, and excluding
    non-cash compensation of $665, $2,181, $3,300, $3,646 and
    $2,544, respectively)


437,240



367,240



348,856



296,598



248,013Selling, general and administrative
    (excluding depreciation and asset disposal of $9,771, $13,313,
    $16,826, $16,072 and $16,657, respectively, and excluding
    non-cash compensation of $8,418, $17,784, $25,510, $17,784 and
    $14,647, respectively)


357,833



242,630



235,797



253,310



228,452Termination benefits and other
    related charges










2,731







Non-cash compensation


9,083



19,965



28,810



21,430



17,191Asset impairment


47,700















Depreciation and asset disposal(1)


282,006



161,208



148,794



130,079



107,508Amortization


59,449



13,162



4,300



4,926



19,225Total operating expenses


1,193,311



804,205



769,288



706,343



620,389Income (loss) from operations


(367,153
)


13,995



40,811



9,642



(80,289
)Interest expense


(148,871
)


(128,627
)


(141,210
)


(144,086
)


(117,499
)Other expense(2)


(314
)


(3,092
)


(2,898
)


(7,693
)


(18,034
)Debt extinguishment costs










(41,171
)






Interest and other income(3)


15,093



2,937



2,285



6,292



18,322Other gain(4)






814,386











Income (loss) before taxes

$
(501,245
)

$
699,599


$
(142,183
)

$
(135,845
)

$
(197,500
)Income tax (provision) benefit


4,437



(17,072
)


(11,907
)


(24,650
)


(1,083
)Net income (loss)

$
(496,808
)

$
682,527


$
(154,090
)

$
(160,495
)

$
(198,583
)Accretion of preferred stock






(11,938
)


(13,298
)


(12,038
)


(10,897
)Redemption of preferred stock






34,161











Net income (loss) available to
    common stockholders

$
(496,808
)

$
704,750


$
(167,388
)

$
(172,533
)

$
(209,480
)Net income (loss) available to
    common stockholders per common share (basic)

$
(7.30
)

$
10.47


$
(2.52
)

$
(2.62
)

$
(3.22
)Net income (loss) available to
    common stockholders per common share (diluted)

$
(7.30
)

$
7.07


$
(2.52
)

$
(2.62
)

$
(3.22
)Weighted average common shares
    outstanding (basic)


68,042,715



67,323,095



66,529,610



65,885,515



64,968,315Weighted average common shares
    outstanding (diluted)


68,042,715



101,407,414



66,529,610



65,885,515



64,968,315   28




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##### Table of Contents



As of
    December 31,2005


2004


2003


2002


2001(in thousands)Balance Sheet Data:Cash and cash equivalents

$
16,083


$
10,509


$
3,366


$
14,133


$
5,847Short-term investments


334,046



492,600



102,600



198,317



365,241Working capital


288,336



448,242



51,903



172,090



283,314Property, plant and equipment, net


650,284



814,127



788,870



796,503



793,175Intangible assets, net


844,498



984,052



488,883



395,249



283,847Total assets


2,000,219



2,446,962



1,519,291



1,617,571



1,682,342Long-term debt and capital lease
    obligations


1,689,351



1,688,318



1,443,788



1,413,263



1,344,291Redeemable preferred stock










140,301



127,003



114,965Stockholders equity (deficit)


(83,266
)


404,459



(320,251
)


(187,189
)


(39,221
)   For the Years Ended
    December 31,2005


2004


2003


2002


2001(in thousands, except subscriber
    data)Other Data:Subscribers (end of period)


965,822



951,745



894,659



830,159



685,653Cash flows from:Operating activities

$
(73,274
)

$
85,173


$
136,799


$
54,090


$
(3,514
)Investing activities


78,817



(304,770
)


(78,649
)


(69,713
)


(683,422
)Financing activities


31



226,740



(68,917
)


23,909



691,166     (1)
    
    Includes net losses of $4.7 million, $0.7 million,
    $4.4 million, $3.9 million and $0.2 million on
    the sale or disposal of assets for the years ended
    December 31, 2005, 2004, 2003, 2002 and 2001, respectively.(2)
    
    Includes losses of $0.0, $3.1 million, $2.0 million,
    $5.4 million and $12.9 million on our interest rate
    swap arrangements for the years ended December 31, 2005,
    2004, 2003, 2002 and 2001, respectively.(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, 2005, 2003,
    2002 and 2001 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 Triton Holdings Agreement, Triton PCS
    Agreement and the Exchange Agreement. Refer to
    Overview in Item 1 Business for
    more information about each of these agreements. 29




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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.
            coast-to-coast
   30




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31




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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 and from other carriers
    customers using our network. 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 based upon
    assumptions about future demand and market conditions. 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 32




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##### Table of Contents



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 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.  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 airtime charges for
    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 and Universal Service
    Fund program revenue.
    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.
    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 as well as industry consolidation.   33




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##### 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 the
    rent of towers, network facilities, engineering operations,
    field technicians 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 and legal
    services. 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.
    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, 2003 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. 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.
    Termination Benefits and Other Related
    Charges.  For the year ended December 31,
    2003, we recorded expenses related to a workforce reduction that
    occurred in January 2003. These expenses consisted 34




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##### Table of Contents



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, 2004 and 2005.  
    Non-cash Compensation.  As of December 31,
    2005, we recorded $6.1 million of deferred compensation
    associated with the issuances of our common stock to employees
    and directors. We generally recognize this compensation over
    four to five years as the stock vests.
    Interest Expense (Income).  Interest expense
    through December 31, 2005 consisted primarily of interest
    on SunCom Wireless senior secured term loan that expires
    in 2009, SunCom Wireless
    93/8% senior
    subordinated notes due 2011, SunCom Wireless
    83/4% senior
    subordinated notes due 2011 and SunCom Wireless
    81/2% 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. Interest
    income is earned primarily on our cash and cash equivalents and
    short-term investments.
    Other Expense.  Other expense primarily
    includes losses incurred on our previously held interest rate
    swap agreements. As of December 31, 2005 and 2004, we did
    not have any interest rate swap arrangements.
    Debt Extinguishment Costs.  For the year ended
    December 31, 2003, we recorded expenses related to the
    retirement of SunCom Wireless old credit facility and
    SunCom Wireless 11% subordinated notes. These
    expenses consisted primarily of a premium paid to holders of the
    11% subordinated notes who tendered their notes, tender offer
    fees and the write-off of deferred financing costs. We did not
    record any debt extinguishment costs in the years ended
    December 31, 2004 and 2005.
    Other Income and Gain.  For the year ended
    December 31, 2004, other income and 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
    93/8% notes
    and SunCom Wireless
    83/4% notes.
    We did not record any other income or gain for the year ended
    December 31, 2005 and 2003.
    Income Tax (Expense) 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-over-year
 35




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##### Table of Contents



Year
    ended December 31, 2005 compared to the year ended
    December 31, 2004
  year-over-year
  For the Year Ended
    December 31, 2005Continental


Puerto Rico andUnited States


U.S. Virgin
    Islands


ConsolidatedGross Additions


280,079



123,624



403,703Net Additions


17,091



26,125



43,216Sale of Enterprise Subscribers


28,648



491



29,139Ending Subscribers


698,971



266,851



965,822     For the Year Ended
    December 31, 2005Continental

Puerto Rico andUnited States

U.S. Virgin
    Islands

ConsolidatedMonthly Subscriber Churn


3.1
%


3.3
%


3.2
%   ARPU add-a-line,
 36




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##### Table of Contents



For the Year Ended
    December 31, 2005Continental

Puerto Rico andUnited States

U.S. Virgin
    Islands

ConsolidatedARPU

$
54.62


$
55.28


$
54.79   T-Mobile,
     37




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##### Table of Contents



CPGA
   38




---



##### Table of Contents



Form 10-K
           39




---



##### Table of Contents



Year
    ended December 31, 2004 compared to the year ended
    December 31, 2003
         40




---



##### Table of Contents



41




---



##### Table of Contents



1 2
        3 8 3 4
     42




---



##### Table of Contents



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;
    potential material increases in the cost of compliance with
    regulatory mandates; and
    other general corporate expenditures.   43




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##### Table of Contents



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.  Short-term Investments. available-for-sale
  Senior Secured Term Loan.
  Senior and Senior Subordinated Notes. 3 8 93/8% notes 3 4 83/4% notes 1 2 81/2% notes.
 44




---



##### Table of Contents



3 8 3 4
  and/or
  Interest Rate Swap Agreements.
  Credit Ratings.
    Senior Secured

Senior

SubordinatedRating Agency

Term Loans

Debt Rating

Debt Rating

OutlookMoodys

B2

Caa1

Ca

NegativeStandard & Poors

B

CCC−

CCC−

Negative   http://www.moodys.com and
    http://www.standardandpoors.com.
  Historical
    Cash Flows
   45




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##### Table of Contents



Contractual
    Obligations and Commercial Commitments
  GAAP
 46




---



##### Table of Contents



Payments Due by
    Period(1)FinancialStatementLess than








After 5


FootnoteContractual Obligation

Total


1 year


1-2 years


3-5 years


Years


Reference(dollars in thousands)Long-term debt(2)

$
1,690,987


$
2,500


$
5,000


$
970,339


$
713,148



11Capital lease obligations(3)


1,150



286



621



243







11Interest obligations(4)


898,799



147,731



294,889



368,705



87,474



11Operating leases(5)


501,603



66,059



123,369



146,187



165,988



18Purchase obligations(6)


23,772



20,719



3,053











18Total cash contractual obligations

$
3,116,311


$
237,295


$
426,932


$
1,485,474


$
966,610     (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 our long-term debt.(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 and SunCom Wireless
    81/2% notes,
    83/4%
    notes and
    93/8% notes,
    and assume the notes are repaid and not refinanced at maturity.
    Term loan interest has been calculated utilizing the effective
    interest rate as of December 31, 2005. 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, 2005.(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
    Reconciliation
    of Non-GAAP Financial Measures
   47




---



##### Table of Contents



Year Ended
    December 31,Average revenue per user
    (ARPU)

2005


2004


2003Consolidated(Dollars in thousands, except
    ARPU)Service revenue

$
635,038


$
603,242


$
576,359Subscriber retention credits


4,405



3,431



7,512Revenue not generated by wireless
    subscribers


(14,090
)


(1,000
)


Adjusted service revenue


625,353



605,673



583,871Average subscribers


951,142



911,826



872,250ARPU

$
54.79


$
55.35


$
55.78   Year Ended December 31,
    2005Puerto Rico andContinental


U.S. Virgin IslandsAverage revenue per user
    (ARPU)

U.S segment


Segment(Dollars in thousands,except ARPU)Service revenue

$
456,882


$
178,156Subscriber retention credits


3,434



971Revenue not generated by wireless
    subscribers






(14,090
)Adjusted service revenue


460,316



165,037Average subscribers


702,364



248,778ARPU

$
54.62


$
55.28    48




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##### Table of Contents



Year Ended
    December 31,Cost per gross addition
    (CPGA)

2005


2004


2003(Dollars in thousands, except
    CPGA)Selling expenses

$
146,549


$
96,365


$
100,957Total cost of
    equipment  transactions with new subscribers


90,052



79,081



74,309CPGA operating expenses


236,601



175,446



175,266Cost of service


270,117



244,360



244,226Total cost of
    equipment  transactions with existing subscribers


77,071



43,799



30,321General and administrative expense


211,284



146,265



134,840Termination benefits and other
    related charges










2,731Non-cash compensation


9,083



19,965



28,810Asset impairment


47,700







Depreciation and asset disposal


282,006



161,208



148,794Amortization


59,449



13,162



4,300Total operating expenses

$
1,193,311


$
804,205


$
769,288CPGA operating expenses (from
    above)

$
236,601


$
175,446


$
175,266Equipment
    revenue  transactions with new subscribers


(62,454
)


(48,889
)


(41,212
)CPGA costs, net

$
174,147


$
126,557


$
134,054Gross subscriber additions


403,703



291,916



306,600CPGA

$
431


$
434


$
437     Relationship
    with Lafayette Communications Company L.L.C.
          FASB FIN 46.
 49




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##### Table of Contents



New
    Accounting Pronouncements
  No. FAS 13-1, FSP No.
    13-1 No. 13-1 Bulletin No. 85-3, No. 13-1 13-1, No. 13-1
    SEC
 50




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##### Table of Contents



Inflation
   51




---



##### Table of Contents



ITEM 7A.
    Quantitative
    and Qualitative Disclosures About Market Risk    Fixed interest rates:Senior notes

$
713,148Senior subordinated notes

$
730,339Subject to interest rate
    fluctuations:Senior secured term loan

$
247,500        52




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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, 2005 and 2004


F-5Consolidated
    Statements of Operations and Comprehensive Income (Loss) for the
    years ended December 31, 2005, 2004 and 2003


F-6Consolidated
    Statements of Redeemable Preferred Equity and Stockholders
    Equity (Deficit) for the years ended December 31, 2005,
    2004 and 2003


F-7Consolidated
    Statements of Cash Flows for the years ended December 31,
    2005, 2004 and 2003


F-8Notes to
    Consolidated Financial Statements


F-9Schedule
    I  Condensed Financial Information of SunCom
    Wireless Holdings, Inc.


56Schedule II  Valuation
    and Qualifying Accounts


59  F-1




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##### 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.
    KalogrisMichael
    E. Kalogris
    Chief Executive Officer

/s/  Eric HaskellEric
    Haskell
    Interim Chief Financial Officer    F-2




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM       Consolidated
    financial statements and financial statement
    schedules
  Form 10-K Form 10-K
    Internal
    control over financial reporting
  Form 10-K, Internal
    Control  Integrated Framework Internal
    Control  Integrated Framework
   F-3




---



##### Table of Contents



F-4




---



##### Table of Contents



SunCom
    Wireless Holdings, Inc.



Consolidated
    Balance Sheets  December 31,


December 31,2005


2004(Dollars in thousands, except
    par value)ASSETS:Current assets:Cash and cash equivalents

$
16,083


$
10,509Short-term investments


334,046



492,600Accounts receivable, net of
    allowance for doubtful accounts of $12,352 and $7,585,
    respectively


82,898



79,290Accounts
    receivable  roaming partners


18,188



18,348Inventory, net


23,930



18,216Prepaid expenses


13,492



11,611Other current assets


12,476



13,029Total current
    assets


501,113



643,603Long term
    assets:Property and equipment, net


650,284



814,127Intangible assets, net


844,498



984,052Other long-term assets


4,324



5,180Total assets

$
2,000,219


$
2,446,962LIABILITIES AND
    STOCKHOLDERS EQUITY (DEFICIT):Current
    liabilities:Accounts payable

$
97,355


$
85,896Accrued liabilities


89,365



81,997Current portion of long term debt


2,786



3,484Other current liabilities


23,271



23,984Total current
    liabilities


212,777



195,361Long-term debt:Capital lease obligations


864



269Senior secured term loan


245,000



247,500Senior notes


713,148



712,055Senior long-term
    debt


959,012



959,824Subordinated notes


730,339



728,494Total long-term
    debt


1,689,351



1,688,318Deferred income taxes, net


128,419



136,937Deferred revenue


1,809



659Deferred gain on sale of property
    and equipment


48,530



19,099Other


2,483



2,013Total
    liabilities


2,083,369



2,042,387Commitments and contingencies
    (Note 18)






Non-controlling
    interest  Variable interest entity


116



116Stockholders equity
    (deficit)Series B Preferred Stock,
    $0.01 par value, 50,000,000 shares authorized; no
    shares issued or outstanding as of December 31, 2005 and
    December 31, 2004






Series C Convertible Preferred
    Stock, $0.01 par value, 3,000,000 shares authorized;
    no shares issued or outstanding as of December 31, 2005 and
    December 31, 2004






Preferred stock, $0.01 par
    value, 17,000,000 shares authorized; no shares issued or
    outstanding as of December 31, 2005 and December 31,
    2004 (see Note 19)






Class A Common Stock,
    $0.01 par value, 520,000,000 shares authorized;
    64,030,417 shares issued and 62,743,080 shares
    outstanding as of December 31, 2005 and
    62,907,433 shares issued and 61,933,556 shares
    outstanding as of December 31, 2004


627



619Class 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, 2005 and December 31, 2004


79



79Additional paid-in capital


614,054



613,600Accumulated deficit


(690,446
)


(193,638
)Common stock held in trust


(145
)


(94
)Deferred compensation


(6,060
)


(14,732
)Class A common stock held in
    treasury, at cost (1,287,337 and 973,877 shares,
    respectively)


(1,375
)


(1,375
)Total stockholders
    equity (deficit)


(83,266
)


404,459Total liabilities and
    stockholders equity (deficit)

$
2,000,219


$
2,446,962    F-5




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##### Table of Contents



SunCom
    Wireless Holdings, Inc.
    Consolidated Statements of Operations and Comprehensive Income
    (Loss)  For the Years Ended
    December 31,2005


2004


2003(Dollars in thousands, except
    per share amounts)Revenues:Service

$
635,038


$
603,242


$
576,359Roaming


103,605



145,999



180,314Equipment


87,515



68,959



53,426Total revenues


826,158



818,200



810,099Operating Expenses:Cost of service (excluding the
    below amortization and asset impairment, excluding depreciation
    and asset disposal of $272,235, $147,895 and $131,968,
    respectively, and excluding non-cash compensation of $665,
    $2,181 and $3,300 respectively)


270,117



244,360



244,226Cost of equipment


167,123



122,880



104,630Selling, general and
    administrative (excluding depreciation and asset disposal of
    $9,771, $13,313 and $16,826, respectively, and excluding
    non-cash compensation of $8,418, $17,784 and $25,510,
    respectively)


357,833



242,630



235,797Termination benefits and other
    related charges










2,731Non-cash compensation


9,083



19,965



28,810Asset impairment


47,700







Depreciation and asset disposal


282,006



161,208



148,794Amortization


59,449



13,162



4,300Total operating expenses


1,193,311



804,205



769,288Income (loss) from operations


(367,153
)


13,995



40,811Interest expense


(148,871
)


(128,627
)


(141,210
)Other expense


(314
)


(3,092
)


(2,898
)Debt extinguishment costs










(41,171
)Interest and other income


15,093



2,937



2,285Other gain






814,386



Income (loss) before taxes


(501,245
)


699,599



(142,183
)Income tax (provision) benefit


4,437



(17,072
)


(11,907
)Net income (loss)


(496,808
)


682,527



(154,090
)Accretion of preferred stock






(11,938
)


(13,298
)Redemption of preferred stock






34,161



Net income (loss) available to
    common stockholders

$
(496,808
)

$
704,750


$
(167,388
)Other comprehensive income (loss),
    net of tax:Unrealized gain on derivative
    instruments









$
1,429Plus: reclassification adjustment
    for previous unrealized losses










4,030Comprehensive income (loss)
    available to common stockholders

$
(496,808
)

$
704,750


$
(161,929
)Net income (loss) available to
    common stockholders per common share (basic)

$
(7.30
)

$
10.47


$
(2.52
)Net income (loss) available to
    common stockholders per common share (diluted)

$
(7.30
)

$
7.07


$
(2.52
)Weighted average common shares
    outstanding (basic)


68,042,715



67,323,095



66,529,610Weighted average common shares
    outstanding (diluted)


68,042,715



101,407,414



66,529,610    F-6




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##### Table of Contents



SunCom
    Wireless Holdings, Inc.



Consolidated
    Statements of Redeemable Preferred Equity and Stockholders
    Equity (Deficit)

(Dollars in thousands)  Series A


















Common


Accumulated








TotalRedeemable



Series D


Class A


Class B


Additional





Stock


Other








StockholdersPreferred



Preferred


Common


Non-Voting


Paid In


Deferred


Held in


Comprehensive


Treasury


Accumulated


EquityStock



Stock


Stock


Common Stock


Capital


Compensation


Trust


Income (Loss)


Stock


Deficit


(Deficit)Balance at December 31,
    2002

$
127,003



$
5


$
603


$
79


$
615,587


$
(74,554
)

$



$
(5,459
)

$
(1,375
)

$
(722,075
)

$
(187,189
)Deferred compensation, net of
    forfeitures











6







(10,970
)


10,964



















Non-cash compensation























28,810



















28,810Issuance of stock pursuant to the
    Employee Stock Purchase Plan



















57























57Accreted dividends


13,298
















(13,298
)






















(13,298
)Fair value of cash flow hedges































5,459











5,459Net loss







































(154,090
)


(154,090
)Balance at December 31,
    2003

$
140,301



$
5


$
609


$
79


$
591,376


$
(34,780
)

$



$



$
(1,375
)

$
(876,165
)

$
(320,251
)Deferred compensation, net of
    forfeitures











10







(941
)


1,025



(94
)














Non-cash compensation



















942



19,023



















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


$
613,600


$
(14,732
)

$
(94
)

$



$
(1,375
)

$
(193,638
)

$
404,459Deferred compensation, net of
    forfeitures











8







454



(411
)


(51
)














Non-cash compensation























9,083



















9,083Net loss







































(496,808
)


(496,808
)Balance at December 31,
    2005

$




$



$
627


$
79


$
614,054


$
(6,060
)

$
(145
)

$



$
(1,375
)

$
(690,446
)

$
(83,266
)    F-7




---



##### Table of Contents



SunCom
    Wireless Holdings, Inc.



Consolidated
    Statements of Cash Flows  For the Years Ended
    December 31,2005


2004


2003(Dollars in thousands)Cash flows from operating
    activities:Net income (loss)

$
(496,808
)

$
682,527


$
(154,090
)Adjustments 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


341,455



174,370



153,094Accretion of interest


4,863



3,459



21,662Loss on equity investment










875Bad debt expense


16,145



7,761



8,530Non-cash compensation


9,083



19,965



28,810Deferred income taxes


(6,130
)


(5,235
)


10,347(Gain) loss on debt extinguishment






(468
)


41,171Other non-operating (gains) losses


314



(814,386
)


Loss on derivative instruments






3,092



2,023Change in operating assets and
    liabilities:Accounts receivable


(8,976
)


(5,208
)


403Inventory


(5,714
)


5,332



4,166Prepaid expenses and other current
    assets


(8,024
)


(2,713
)


(2,709
)Intangible and other assets


955



3,867



(3,489
)Accounts payable


28,336



1,875



15,079Accrued payroll and liabilities


4,546



14,612



5,369Deferred revenue


1,349



(508
)


1,669Accrued interest


(437
)


304



2,633Other liabilities


(1,931
)


(3,473
)


1,256Net cash provided by (used in)
    operating activities


(73,274
)


85,173



136,799Cash flows from investing
    activities:Purchase of available for sale
    securities


(1,796,700
)


(845,600
)


(675,200
)Proceeds from sale of available for
    sale securities


1,955,254



455,600



770,917Capital expenditures


(137,967
)


(77,795
)


(145,874
)Net investments in and advances to
    non-consolidated entity










(875
)Repayments from non-consolidated
    entity










58Proceeds from exchange of FCC
    licenses






4,698



Deposits on FCC licenses






(6,937
)


Refund of FCC license deposit


6,552







Proceeds from sale of assets


53,214



570



738Acquisition of FCC licenses






(2,161
)


(28,413
)Proceeds from asset exchange






176,000



Payment of direct costs on business
    transactions


(1,437
)


(8,827
)


Other


(99
)


(318
)


Net cash provided by (used in)
    investing activities


78,817



(304,770
)


(78,649
)Cash flows from financing
    activities:Proceeds from issuance of debt, net
    of discount










710,500Borrowings under senior secured
    term loan






250,000



Payments under senior secured term
    loan


(2,500
)






Payments under senior secured
    credit facility










(207,961
)Payments of subordinated debt






(4,463
)


(511,989
)Payment of debt extinguishment costs






(10
)


(31,342
)Change in bank overdraft


3,663



(9,212
)


(3,171
)Payment of deferred financing costs


(28
)


(4,947
)


(2,680
)Extinguishment of interest rate
    swaps






(3,092
)


(20,383
)Principal payments under capital
    lease obligations


(1,104
)


(1,536
)


(1,948
)Other










57Net cash provided by (used in)
    financing activities


31



226,740



(68,917
)Net increase (decrease) in cash and
    cash equivalents


5,574



7,143



(10,767
)Cash and cash equivalents,
    beginning of period


10,509



3,366



14,133Cash and cash equivalents, end
    of period

$
16,083


$
10,509


$
3,366    F-8




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##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS
 Years Ended December 31, 2005, 2004 and 2003
  1.
    Summary
    of Operations and Significant Accounting Policies      (a) Nature
    of Operations
    )
  (b) Liquidity
    and Capital Resources
   F-9




---



##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (c) Use
    of Estimates
    (d) Cash
    and Cash Equivalents and Marketable Securities
    available-for-sale
  (e) Inventory
  first-in,
  (f) Construction
    in Progress
   F-10




---



##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    (g) Investment
    in PCS Licenses
  EITF 02-7
  (h) Goodwill
    (i) Deferred
    Costs
    (j) Long-Lived
    Assets
   F-11




---



##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       (k) Revenue
    Recognition
    (l) Income
    Taxes
    (m) Financial
    Instruments
   F-12




---



##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (n) Advertising
    Costs
    (o) Concentrations
    of Credit Risk
      (p) Stock
    Compensation
     F-13




---



##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Years Ended
    December 31,2005


2004


2003(Dollars in thousands,except per share data)Net income (loss) applicable to
    common stockholders

$
(496,808
)

$
704,750


$
(167,388
)Add: stock-based employee
    compensation expense included in reported net income (loss), net
    of related tax effects


9,083



19,965



28,810Deduct: total stock-based employee
    compensation expense determined under fair value based method
    for all awards, net of related tax effects


(9,083
)


(19,965
)


(28,834
)Pro forma net income (loss)
    applicable to common stockholders

$
(496,808
)

$
704,750


$
(167,412
)Earnings per Share:As reported net income (loss)
    applicable to common stockholders (basic)

$
(7.30
)

$
10.47


$
(2.52
)As reported net income (loss)
    applicable to common stockholders (diluted)

$
(7.30
)

$
7.07


$
(2.52
)Pro forma net income (loss)
    applicable to common stockholders (basic)

$
(7.30
)

$
10.47


$
(2.52
)Pro forma net income (loss)
    applicable to common stockholders (diluted)

$
(7.30
)

$
7.07


$
(2.52
)   (q) Variable
    Interest Entities
    (r) Segments
    (s) Reclassifications
   F-14




---



##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (t) New
    Accounting Pronouncements
  No. FAS 13-1, No. 13-1), No. 13-1 Bulletin No. 85-3, No. 13-1 No. 13-1; No. 13-1
       F-15




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##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   2.
    AT&T
    Transaction        (a) Stockholders
    Agreement
    Exclusivity
  Preferred Provider Status
  Build-out
  Share Transfers
 F-16




---



##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (b) License
    Agreement
      (c) Roaming
    Agreement
      3.  Current
    Relationship with AT&T Wireless and Cingular
    Wireless
   F-17




---



##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      
    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 Agreement, AT&T Wireless
    transferred to the Company its interest in the entity that
    controls the SunCom brand name and related
    trademarks and waived the payment of a $3.5 million
    dividend previously declared by Holdings on its Series A
    preferred stock.
    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.   F-18




---



##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     
    Exchange Agreement.  On
    September 21, 2004, the Company entered into an Exchange
    Agreement with AT&T Wireless and Cingular Wireless LLC (the
    Exchange Agreement). On December 1, 2004,
    pursuant to the closing of the first stage of the 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 Exchange
    Agreement and subsequent to receiving FCC approval, the parties
    exchanged equity interests in the subsidiaries holding the FCC
    licenses.       F-19




---



##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   4.
    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-20




---



##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      For the Years Ended
    December 31,2004


2003(Dollars in thousands, except
    per share amounts)Total revenues

$
881,165


$
815,995Net loss

$
(179,301
)

$
(263,987
)Net loss available to common
    stockholders

$
(193,809
)

$
(277,285
)Net loss per common share (Basic
    and Diluted):

$
(2.88
)

$
(4.17
)   5.
    Segment
    Information   F-21




---



##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Year Ended
    December 31,2005


2004*


2003(Dollars in thousands)Service RevenuesContinental United States

$
456,882


$
588,543


$
576,359Puerto Rico and U.S. Virgin
    Islands


178,156



14,699



Corporate and other










Consolidated

$
635,038


$
603,242


$
576,359Roaming revenuesContinental United States

$
85,579


$
145,649


$
180,314Puerto Rico and U.S. Virgin
    Islands


18,026



350



Corporate and other










Consolidated

$
103,605


$
145,999


$
180,314Equipment revenuesContinental United States

$
69,809


$
68,145


$
53,426Puerto Rico and U.S. Virgin
    Islands


17,706



814



Corporate and other










Consolidated

$
87,515


$
68,959


$
53,426Total RevenuesContinental United States

$
612,270


$
802,337


$
810,099Puerto Rico and U.S. Virgin
    Islands


213,888



15,863



Corporate and other










Consolidated

$
826,158


$
818,200


$
810,099Depreciation and amortizationContinental United States

$
248,646


$
148,868


$
137,550Puerto Rico and U.S. Virgin
    Islands


75,188



2,762



Corporate and other


17,621



22,740



15,544Consolidated

$
341,455


$
174,370


$
153,094Non-cash compensationContinental United States

$
1,507


$
3,332


$
4,809Puerto Rico and U.S. Virgin
    Islands


56







Corporate and other


7,520



16,633



24,001Consolidated

$
9,083


$
19,965


$
28,810Asset impairmentContinental United States

$
47,700







Puerto Rico and U.S. Virgin
    Islands










Corporate and other










Consolidated

$
47,700


$



$
Income (loss) from operationsContinental United States

$
(255,040
)

$
82,658


$
100,794Puerto Rico and U.S. Virgin
    Islands


(53,576
)


(589
)


Corporate and other


(58,537
)


(68,074
)


(59,983
)Consolidated

$
(367,153
)

$
13,995


$
40,811  F-22




---



##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Year Ended
    December 31,2005


2004


2003(Dollars in thousands)Total segment income (loss) from
    operations

$
(367,153
)

$
13,995


$
40,811Unallocated amounts:Interest expense


(148,871
)


(128,627
)


(141,210
)Other expense


(314
)


(3,092
)


(2,898
)Debt extinguishment costs










(41,171
)Interest and other income


15,093



2,937



2,285Other gain






814,386



Consolidated income (loss) before
    taxes

$
(501,245
)

$
699,599


$
(142,183
)   As of
    December 31,2005


2004(Dollars in thousands)Total AssetsContinental United States

$
1,245,939


$
1,469,708Puerto Rico and U.S. Virgin
    Islands


358,771



419,328Corporate and other


395,509



557,926Consolidated

$
2,000,219


$
2,446,962   Year Ended
    December 31,2005


2004*(Dollars in thousands)Capital expendituresContinental United States

$
112,883


$
71,462Puerto Rico and U.S. Virgin
    Islands


13,725



400Corporate and other


11,359



5,933Consolidated

$
137,967


$
77,795     *
    
    The first closing under the Exchange Agreement occurred on
    December 1, 2004. Results for the Puerto Rico and
    U.S. Virgin Islands segment for the year ended
    December 31, 2004 represent only one month of operations.  6.
    Stock
    Compensation and Employee Benefits  Restricted
    Awards
   F-23




---



##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Restricted


Restricted


WeightedIncentive


Incentive


AverageDeferred


Plan Shares


Plan Shares


Per ShareCompensation


Available


Issued


Grant  Price(Dollars in thousands, except
    per share amounts)January 1, 2003

$
74,554



967,392



3,987,103Restricted stock grants

$
3,123



(1,002,628
)


1,002,628


$
3.12Restricted stock forfeitures

$
(14,087
)


508,472



(508,472
)Amortization of deferred
    compensation

$
(28,810
)December 31, 2003

$
34,780



473,236



4,481,259Additional Incentive Plan shares
    authorized






3,600,000Restricted stock grants

$
5,209



(1,328,750
)


1,328,750


$
3.92Restricted stock forfeitures

$
(6,140
)


560,283



(560,283
)Amortization of deferred
    compensation

$
(19,023
)December 31, 2004

$
14,826



3,304,769



5,249,726Restricted stock grants

$
2,312



(1,122,984
)


1,122,984


$
2.06Restricted stock forfeitures

$
(1,850
)


313,460



(313,460
)Amortization of deferred
    compensation

$
(9,083
)December 31, 2005

$
6,205



2,495,245



6,059,250   Retirement
    Plan
     F-24




---



##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Employee
    Stock Purchase Plan
    Deferred
    Compensation Plan
   F-25




---



##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    7.
    Investments  available-for-sale
  Maturity





Unrealized


Estimatedin Years


Cost


Gains


Losses


Fair Value(Dollars in thousands)2005Auction rate securities


1 or less


$
334,046










$
334,046Total short-term investments





$
334,046










$
334,046   Maturity





Unrealized


Estimatedin Years


Cost


Gains


Losses


Fair Value(Dollars in thousands)2004Auction rate securities


1 or less


$
492,600










$
492,600Total short-term investments





$
492,600










$
492,600  F-26




---



##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   8.
    Property
    and Equipment  December 31,2005


2004(Dollars in thousands)Property and equipment:Land

$
313


$
313Network infrastructure and
    equipment


1,204,516



1,121,938Furniture, fixtures and computer
    equipment


108,704



88,832Capital lease assets


1,556



5,664Construction in progress


20,981



9,091$
1,336,070


$
1,225,838Less accumulated depreciation


(685,786
)


(411,711
)Property and equipment, net

$
650,284


$
814,127        F-27




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##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
       9.
    Intangible
    Assets     F-28




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##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     December 31,


Amortizable2005


2004


Lives(Dollars in thousands)PCS Licenses

$
650,647


$
699,016


IndefiniteSubscriber lists


148,882



157,081


7 yearsBank financing


8,271



8,243


5-10 yearsSunCom brand


22,900



22,900


5 yearsIncome leases


862



12,696


23-25 yearsGoodwill


89,065



100,579


IndefiniteOther


4,915



5,616


1-40 years925,542



1,006,131Less: accumulated amortization


(81,044
)


(22,079
)Intangible assets, net

$
844,498


$
984,052       Year

(In thousands)2006

$
40,9162007


29,0112008


21,7942009


16,0012010


7,807  F-29




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##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   10.
    Detail of
    Certain Liabilities    December 31,2005


2004(Dollars in thousands)Accrued liabilities:Bank overdraft liability

$
17,172


$
13,509Accrued payroll and related
    expenses


20,962



15,232Accrued expenses


28,094



29,682Accrued interest


23,137



23,574Total accrued liabilities

$
89,365


$
81,997Other current
    liabilities:Deferred revenue

$
13,211


$
13,012Deferred gain on sale of property
    and equipment


2,211



920Security deposits


7,849



7,498Other






2,554Total other current liabilities

$
23,271


$
23,984   11.
    Long Term
    Debt    December 31,2005


2004(Dollars in thousands)Current portion of long-term
    debt:Current portion of capital lease
    obligations

$
286


$
984Current portion of senior secured
    term loan


2,500



2,500Total current portion of long-term
    debt


2,786



3,484Long-term debt:Capital lease obligations

$
864


$
269Senior secured term loan


245,000



247,50081/2% senior
    notes


713,148



712,05593/8% senior
    subordinated notes


339,542



338,46083/4% senior
    subordinated notes


390,797



390,034Total long-term debt


1,689,351



1,688,318Total debt

$
1,692,137


$
1,691,802    F-30




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##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Year

(Dollars in thousands)2006

$
2,7862007


2,8572008


2,7642009


240,2392010


4Thereafter


1,443,487Total

$
1,692,137   Senior
    Secured Term Loan
             F-31




---



##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     Senior
    Notes
  81/2% Senior
    Notes
  1 2 1 2 1 2
    1 2 1 2
  1 2 1 2 1 2
  1 2 1 2
  1 2
  1 2
  Senior
    Subordinated Debt
  93/8% Senior
    Subordinated Notes
  3 8 3 8 3 8
  3 8
   F-32




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##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   3 8 3 8
  3 8 3 8
  3 8 3 8
  3 8
  83/4% Senior
    Subordinated Notes
  3 4 3 4 3 4
  3 4
    3 4 3 4
  3 4 3 4
  3 4 3 4
  3 4
  Old
    Credit Facilities
  1 2
 F-33




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##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Repayment
    of Senior Subordinated Notes
  11% Senior
    Subordinated Notes
  1 2
  12.
    Income
    Taxes    Years Ended
    December 31,2005


2004


2003CurrentFederal

$
186


$
6,419


$
State


1,507



15,888



1,5601,693



22,307



1,560DeferredFederal


(5,199
)


(5,946
)


8,818State


(3,534
)


497



1,529Foreign


2,603



214



(6,130
)


(5,235
)


10,347Total income tax expense (benefit)

$
(4,437
)

$
17,072


$
11,907  F-34




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##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     2005


2004


2003U.S. federal statutory rate


35.00
%


35.00
%


35.00
%State income taxes, net of federal
    benefit


(0.26
%)


1.52
%


(1.41
%)Foreign


0.34
%


0.02
%


Change in federal valuation
    allowance


(37.10
%)


(36.70
%)


(40.01
%)Other, net


1.13
%


2.60
%


(1.95
%)Effective tax rate


(0.89
%)


2.44
%


(8.37
%)     2005


2004Deferred tax assets:Non-deductible accruals

$
59,445


$
41,147Deferred gain


19,345



7,767Unrealized losses






1Net operating loss carry forward


328,985



268,743Tax credits


9,906



8,584417,681



326,242Valuation allowance


(338,856
)


(179,852
)Net deferred tax assets


78,825



146,390Deferred liabilitiesUnrealized gain


3



Intangibles


34,597



59,238FCC licenses


118,349



122,989Depreciation and amortization


54,295



101,100Deferred tax liabilities


207,244



283,327Net deferred tax liabilities

$
128,419


$
136,937      F-35




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##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   13.
    Fair
    Value of Financial Instruments    December 31,2005


2004Carrying


Estimated


Carrying


EstimatedAmount


Fair value


Amount


Fair value(Dollars in thousands)Long-term debt:Senior debt

$
713,148


$
683,313


$
712,055


$
703,250Subordinated debt


730,339



544,855



728,494



587,260Senior secured term loan


247,500



247,500



250,000



250,000Capital leases


1,150



1,150



1,253



1,253              F-36




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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.
    Termination
    of Urban Comm  North Carolina, Inc.
    Acquisition    16.
    Deferred
    Gain on Sale of Property and Equipment   F-37




---



##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        17.
    Subscriber
    Sale    18.
    Commitments
    and Contingencies  (a) Leases
   F-38




---



##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
     (1)  Future
    Minimum Lease Payments
  OperatingSub-leaseOperating


Rental Income


Capital(Dollars in thousands)2006

$
66,059


$
(368
)

$
3112007


62,664



(442
)


3722008


60,705



(442
)


2712009


55,003



(442
)


2402010


48,584



(442
)


4Thereafter


208,588



(995
)


Total

$
501,603


$
(3,131
)

$
1,198Interest expense










48Net present value of future
    payments










1,150Current portion of capital lease
    obligation










286Long-term portion of capital lease
    obligation









$
864       (b) Litigation
   F-39




---



##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   19.
    Preferred
    Stock and Stockholders Equity    Class BSeries A Redeemable


Series D


Class A


Non-VotingPreferred Stock


Preferred Stock


Common Stock


Common StockBalance at December 31,
    2002


786



544



60,289



7,926Non-cash compensation, net of
    forfeitures










539



Issuance of stock pursuant to the
    Employee Stock Purchase Plan










37



Balance 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



7,926   (a) Redemption
    of Preferred Stock
    EITF 01-2
  (b) Preferred
    Stock
   F-40




---



##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            20.
    Earnings
    (Loss) Per Share   F-41




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##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Year Ended
    December 31,2005


2004


2003(Dollars in thousands, except
    earnings per share)Net income (loss) available to
    common stockholders (A)

$
(496,808
)

$
704,750


$
(167,388
)Accreted dividends on preferred
    stock





$
11,938



Net income (loss) available to
    common stockholders plus assumed conversion of preferred
    stock (B)

$
(496,808
)

$
716,688


$
(167,388
)Weighted average outstanding
    shares of common stock (C)


68,042,715



67,323,095



66,529,610Dilutive effect of unvested stock
    awards






2,311,835



Dilutive effect of conversion of
    Series A preferred stock






21,522,723



Dilutive effect of conversion of
    Series D preferred stock






10,249,761



Weighted average common stock and
    common stock equivalents (D)


68,042,715



101,407,414



66,529,610Earnings (loss) per share:Basic (A/C)

$
(7.30
)

$
10.47


$
(2.52
)Diluted (B/D)

$
(7.30
)

$
7.07


$
(2.52
)     21.
    Termination
    Benefits and Other Related Charges   F-42




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##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   22.
    Quarterly
    Results of Operations (Unaudited)  Form 10-Q
  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


(32,277
)


(75,868
)


(80,243
)


(178,765
)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
)   First


Second


Third


Fourth2004

Quarter


Quarter


Quarter


Quarter(Dollars in thousands, except
    per share data)Total revenue

$
197,960


$
212,489


$
212,243


$
195,508Income (loss) from operations


(2,338
)


6,218



12,589



(2,474
)Net income (loss) available to
    stockholders


(40,240
)


(31,588
)


(25,929
)


802,507Net income (loss) per
    share  basic

$
(0.60
)

$
(0.47
)

$
(0.38
)

$
11.85
(A)Net income (loss) per
    share  diluted

$
(0.60
)

$
(0.47
)

$
(0.38
)

$
9.86     (A)
    
    As a result of the significant gains incurred on the
    Companys transactions with Cingular Wireless and AT&T
    Wireless in the fourth quarter of 2004, the sum of basic
    earnings per share for the four quarters of 2004 is less than
    basic earnings per share calculated for the year then ended. If
    this gain of $848.5 million had not been recorded in the
    fourth quarter of 2004, the Companys basic loss per share
    would have been ($0.68) and ($2.14) for the quarter and year
    ending December 31, 2004, respectively. F-43




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##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   23.
    Supplemental
    Cash Flow Information  2005


2004


2003(Dollars in thousands)Cash paid during the year for
    interest, net of amounts capitalized

$
144,445


$
124,864


$
116,915Cash paid during the year for taxes


152



6,906



1,560Non-cash investing and financing
    activities:Deferred stock compensation


411



(1,025
)


(10,964
)Equipment acquired under capital
    lease obligation


1,000



438



1,551Change in fair value of derivative
    instruments






(846
)


(583
)Change in capital expenditures
    included in accounts payable


(16,877
)


19,573



(5,375
)FCC license acquisition through
    retirement of note receivable










71,961Change in accrued direct
    transaction costs


(503
)


503



Intangible assets acquired through
    the Triton Holdings Agreement and the Triton PCS Agreement, net






21,842



Asset retirement obligation
    accruals for property, plant and equipment


103



613



1,187Tangible assets acquired through
    the Exchange Agreement, net






90,109



Intangible assets acquired through
    the Exchange Agreement, net






463,071



Adjustment to goodwill related to
    the exchange agreement, net


(11,672
)






  F-44




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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. Rules 13a-15(e) 15d-15(e)
  Changes in Internal Controls.
  Managements Report in Internal Control Over Financial
    Reporting.
  ITEM 9B.
    Other
    Information   PART III  ITEM 10.
    Directors
    and Executive Officers of the Registrant    NYSE.
  http://www.suncom.com.
   53




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##### Table of Contents



Separation
    Agreement Separation Date.
  SCT
    ITEM 11.
    Executive
    Compensation    ITEM 12.
    Security
    Ownership Of Certain Beneficial Owners And
    Management    ITEM 13.
    Certain
    Relationships and Related Transactions    ITEM 14.
    Principal
    Accountant Fees and Services   54




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##### Table of Contents



PART IV  ITEM 15.
    Exhibits,
    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-5Consolidated Statements of
    Operations and Comprehensive Income (Loss)


F-6Consolidated Statements of
    Redeemable Preferred Equity and Stockholders Equity
    (Deficit)


F-7Consolidated Statements of Cash
    Flows


F-8Notes to Consolidated Financial
    Statements


F-9Schedule I  Condensed
    Financial Information of SunCom Wireless Holdings, Inc.


56Schedule II  Valuation
    and Qualifying Accounts


59  55




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##### Table of Contents



(a)
    (1) Financial
    Statement Schedules SUNCOM
    WIRELESS HOLDINGS, INC.
    SCHEDULE I  CONDENSED FINANCIAL
    INFORMATION  SUNCOM
    WIRELESS HOLDINGS, INC.
    BALANCE SHEETS
  December 31,


December 31,2005


2004(Dollars in thousands)ASSETS:Deferred tax asset

$
2,384


$
2,384Equity in net income of
    subsidiaries






436,906Total Assets

$
2,384


$
439,290LIABILITIES AND
    STOCKHOLDERS EQUITY (DEFICIT):Accrued liabilities

$
15,888


$
14,632Due to related party


5,695



5,373Equity in net loss of subsidiaries


57,862



Total Liabilities


79,445



20,005STOCKHOLDERS 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


627



619Class B Non-voting Common
    Stock, $0.01 par value


79



79Additional paid-in capital


614,054



613,600Accumulated deficit


(690,446
)


(193,638
)Treasury stock


(1,375
)


(1,375
)Total Stockholders Equity
    (Deficit)


(77,061
)


419,285Total Liabilities and
    Stockholders Equity (Deficit)

$
2,384


$
439,290    56




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##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    SCHEDULE I  CONDENSED FINANCIAL
    INFORMATION  (Continued)
   SUNCOM
    WIRELESS HOLDINGS, INC.
    STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME
    (LOSS)
  For the Year Ended


For the Year Ended


For the Year EndedDecember 31, 2005


December 31, 2004


December 31, 2003(Dollars in thousands)Equity in net income (loss) from
    operations of subsidiaries

$
(495,230
)

$
562,465


$
(153,970
)General & administrative
    expenses


(165
)


(177
)


(120
)Income (loss) from operations


(495,395
)


562,288



(154,090
)Other expense


(157
)






Other gain






134,871



Net income (loss) before taxes


(495,552
)


697,159



(154,090
)Income tax provision


(1,256
)


(14,632
)


Net income (loss)


(496,808
)


682,527



(154,090
)Accretion of preferred stock






(11,938
)


(13,298
)Redemption of preferred stock






34,161



Net income (loss) available to
    common stockholders

$
(496,808
)

$
704,750


$
(167,388
)Other comprehensive income (loss),
    net of tax:Unrealized gain (loss) on
    derivative instruments










1,429Reclassification adjustment for
    previous unrealized losses










4,030Comprehensive income (loss)

$
(496,808
)

$
704,750


$
(161,929
)    57




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##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    SCHEDULE I  CONDENSED FINANCIAL
    INFORMATION  (Continued)
   SUNCOM
    WIRELESS HOLDINGS, INC.
    STATEMENTS OF CASH FLOWS
  For the Year Ended


For the Year Ended


For the Year EndedDecember 31, 2005


December 31, 2004


December 31, 2003(Dollars in thousands)Cash flows from operating
    activities:Net income (loss)

$
(496,808
)

$
682,527


$
(154,090
)Equity in net (income) loss from
    operations of subsidiaries


495,230



(562,465
)


153,970Other non-operating (gain) loss


157



(134,871
)


Deferred tax asset






(2,384
)


Change in operating assets and
    liabilitiesAccrued expenses


1,256



14,632



Net cash used in operating
    activities


(165
)


(2,561
)


(120
)Cash flows from investing
    activitiesPayment of direct costs on
    business transaction


(157
)


(2,170
)


Investment in subsidiaries










(57
)Net cash used by investing
    activities


(157
)


(2,170
)


(57
)Cash flows from financing
    activitiesAdvances from related party


322



4,731



120Contributions under the employee
    stock purchase plan










57Net cash provided by financing
    activities


322



4,731



177Net increase (decrease) in cash










Cash and cash equivalents,
    beginning of Period










Cash and cash equivalents, end of
    period

$



$



$
      Note 1.
    These statements should be read in conjunction with the
    consolidated financial statements of SunCom Wireless Holdings,
    Inc, and its subsidiaries and notes thereto filed on
    Form 10-K. 58




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##### Table of Contents



SUNCOM
    WIRELESS HOLDINGS, INC.
    NOTES TO FINANCIAL STATEMENTS
 SUNCOM
    WIRELESS HOLDINGS, INC.
    SCHEDULE II  VALUATION AND QUALIFYING
    ACCOUNTS  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, 2003

$
7,008


$
8,530


$
11,699


$



$
3,839Year 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



12,352Inventory Obsolescence Reserve:Year ended December 31, 2003

$
646


$
3,092


$
3,049


$



$
689Year ended December 31, 2004


689



1,335



1,526







498Year ended December 31, 2005


498



1,774



1,725







547Valuation Allowance for Deferred
    Tax Assets:Year ended December 31, 2003

$
315,129


$
36,502


$



$



$
351,631Year ended December 31, 2004


351,631







162,451



(9,328
)


179,852Year ended December 31, 2005


179,852



161,894







(2,890
)


338,856    59




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##### Table of Contents



(a)
    (3) Exhibits  ExhibitNumber

Description2
.1

Exchange Agreement among Triton
    PCS Holdings, Inc., the entities defined therein as Triton
    Contributing Entities, AT&T Wireless Services, Inc., the
    entities defined therein as AWS Contributing Entities and
    Cingular Wireless LLC. (incorporated by reference to
    Exhibit 2.1 to the
    Form 10-Q
    of Triton PCS Holdings, Inc. filed August 9, 2004).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 Common Stock Certificate
    (incorporated by reference to Exhibit 3.2 to the
    Form 10-Q
    of Triton PCS Holdings, Inc. for the quarter ended
    March 31, 2005).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). 60




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##### Table of Contents



ExhibitNumber

Description4
.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
    thereto 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).* 61




---



##### Table of Contents



ExhibitNumber

Description10
.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.*10
.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 14, 2005.*10
.18

Employment Agreement, dated
    May 24, 2001, to be effective as of January 1, 2001,
    by and between Triton Management Company, Inc. and David D.
    Clark (incorporated by reference to Exhibit 10.1 to the
    Form 10-Q
    of Triton PCS Holdings, Inc. for the quarter ended June 30,
    2001).*10
.19

Letter Agreement, dated as of
    May 6, 2003, by and among Triton PCS Holdings, Inc., Triton
    Management Company, Inc. and David D. Clark (incorporated by
    reference to Exhibit 10.3 to the
    Form 10-Q/A,
    Amendment No.1, of Triton PCS Holdings, Inc. for the quarter
    ended March 31, 2003).*10
.20

Letter Agreement, dated as of
    December 2, 2005, by and among SunCom Wireless Holdings,
    Inc., SunCom Wireless Management Company, Inc. and David D.
    Clark.*10
.21

Separation Agreement, dated as of
    December 20, 2005, by and among SunCom Wireless Holdings,
    Inc., SunCom Wireless Management Company, Inc. and David D.
    Clark.*10
.22

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
.23

Letter Agreement, dated as of
    December 2, 2005, by and between SunCom Wireless Management
    Company, Inc. and William A. Robinson.*10
.24

Amendment No. 1 to Employment
    Agreement by and between SunCom Wireless Management Company,
    Inc. and William A. Robinson, dated December 14, 2005.*10
.25

Employment Agreement, dated as of
    December 20, 2005, by and among SunCom Wireless Management
    Company, Inc., SunCom Wireless Holdings, Inc. and Daniel E.
    Hopkins.*10
.26

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
.27

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
.28

Triton PCS Holdings, Inc.
    Directors Stock and Incentive Plan (incorporated by
    reference to Exhibit 10.5 to the
    Form 10-Q
    of Triton PCS Holdings, Inc. for the quarter ended
    March 31, 2004).*10
.29

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
.30

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
.31

Triton PCS Holdings, Inc. Amended
    and Restated Stock and Incentive Plan (incorporated by reference
    to Exhibit 10.4 to the
    Form 10-Q
    of Triton PCS Holdings, Inc. for the quarter ended
    March 31, 2004).*10
.32

Form of Notification of Restricted
    Stock Award (incorporated by reference to Exhibit 10.25 to
    the
    Form 10-K
    of Triton PCS Holdings, Inc. for the year ended
    December 31, 2004).*10
.33

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).* 62




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##### Table of Contents



ExhibitNumber

Description10
.34

Triton PCS Holdings, Inc.
    Nonqualified Deferred Compensation Plan (incorporated by
    reference to Exhibit 10.3 to the
    Form 10-Q
    of Triton PCS Holdings, Inc. for the quarter ended
    March 31, 2004).*10
.35

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
.36

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
.37

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
.38

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
.39

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
.40

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
.41

Agreement, dated the July 7,
    2004, by and among Triton PCS Holdings, Inc., AT&T Wireless
    Services, Inc., AT&T Wireless PCS LLC, and Cingular Wireless
    LLC (incorporated by reference to Exhibit 10.3 to the
    Form 10-Q
    of Triton PCS Holdings, Inc. for the quarter ended June 30,
    2004).10
.42

Agreement, dated the July 7,
    2004, by and among Triton PCS, Inc., AT&T Wireless Services,
    Inc., AT&T Wireless PCS LLC, and Cingular Wireless LLC
    (incorporated by reference to Exhibit 10.4 to the
    Form 10-Q
    of Triton PCS Holdings, Inc. for the quarter ended June 30,
    2004).10
.43

License Exchange Agreement, dated
    July 7, 2004, by and among Triton PCS, Inc., Triton PCS
    License Company L.L.C., a Delaware limited liability company
    AT&T Wireless Services, Inc., AT&T Wireless PCS LLC, and
    Cingular Wireless LLC. (incorporated by reference to
    Exhibit 10.5 to the
    Form 10-Q
    of Triton PCS Holdings, Inc. for the quarter ended June 30,
    2004).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. 63




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##### Table of Contents



SIGNATURES
    SunCom Wireless Holdings,
    Inc.
  By:
    /s/  Michael
    E. Kalogris  Michael E. Kalogris
  Chief Executive Officer
  (Principal Executive Officer)
    By:
    /s/  Eric
    Haskell  Eric Haskell
  Interim Executive Vice President and
  Chief Financial Officer
  (Principal Financial Officer)




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##### Table of Contents



Power of
    Attorney
  attorneys-in-fact, Form 10-K Form 10-K attorneys-in-fact, attorneys-in-fact,
    Signature

Title

Date/s/  Michael
    E. KalogrisMichael
    E. Kalogris

Chief Executive Officer and
    Chairman
    of the Board of Directors (Principal 
    Executive Officer)

March 16, 2006/s/  Eric
    HaskellEric
    Haskell

Interim Executive Vice President,
    Chief Financial Officer, Chief Compliance Officer and Director
    
    (Principal Financial Officer)

March 16, 2006/s/  Harry
    RoessnerHarry
    Roessner

Vice President and Controller 
    (Principal Accounting Officer)

March 16, 2006/s/  Scott
    I. AndersonScott
    I. Anderson

Director

March 16, 2006/s/  Arnold
    L. ChavkinArnold
    L. Chavkin

Director

March 16, 2006/s/  Rohit
    M. DesaiRohit
    M. Desai

Director

March 16, 2006/s/  Mathias
    DeVitoMathias
    DeVito

Director

March 16, 2006/s/  Arnold
    SheifferArnold
    Sheiffer

Director

March 16, 2006