ALAMOSA (DELAWARE), INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)
(UNAUDITED)
(dollars in thousands, except as noted)

unearned compensation was adjusted to $2,332 based on a decrease in the fair market value of the award as of March 31, 2005. The non-cash compensation expense recognized during the three months ended March 31, 2005 was $603 resulting in a balance of $1,794 in unearned compensation related to these awards as of March 31, 2005.

Litigation – The Company has been named as a defendant in a number of purported securities class actions in the United States District Court for the Southern District of New York, arising out of its initial public offering (the "IPO"). Various underwriters of the IPO also are named as defendants in the actions. The action against the Company is one of more than 300 related class actions which have been consolidated and are pending in the same court. The complainants seek to recover damages and allege, among other things, that the registration statement and prospectus filed with the SEC for purposes of the IPO were false and misleading because they failed to disclose that the underwriters allegedly (i) solicited and received commissions from certain investors in exchange for allocating to them shares of common stock in connection with the IPO, and (ii) entered into agreements with their customers to allocate such stock to those customers in exchange for the customers agreeing to purchase additional Company shares in the aftermarket at pre-determined prices. On February 19, 2003, the Court granted motions by the Company and 115 other issuers to dismiss the claims under Rule 10b-5 of the Exchange Act which had been asserted against them. The Court denied the motions by the Company and virtually all of the other issuers to dismiss the claims asserted against them under Section 11 of the Securities Act. The Company maintains insurance coverage which may mitigate its exposure to loss in the event that this claim is not resolved in the Company's favor.

The issuers in the IPO cases, including the Company, have reached an agreement in principle with the plaintiffs to settle the claims asserted by the plaintiffs against them. Under the terms of the proposed settlement, the insurance carriers for the issuers will pay the plaintiffs the difference between $1 billion and all amounts which the plaintiffs recover from the underwriter defendants by way of settlement or judgment. Accordingly, no payment on behalf of the issuers under the proposed settlement will be made by the issuers themselves. The claims against the issuers will be dismissed, and the issuers and their officers and directors will receive releases from the plaintiffs. Under the terms of the proposed settlement, the issuers will also assign to plaintiffs certain claims which they may have against the underwriters arising out of the issuers' IPOs, and the issuers will also agree not to assert certain other claims which they may have against the underwriters, without plaintiffs' consent. The proposed settlement is subject to agreement among the parties on final settlement documents and the approval of the court. The court has issued a decision and order which preliminarily approves the settlement as to the issuers. The next step in the process is notice to the class of the proposed settlement and the scheduling of a hearing before the court to determine the fairness of the settlement. Neither of these events has occurred as of this date.

In November 2003, December 2003 and January 2004, multiple lawsuits were filed against Alamosa Holdings and David E. Sharbutt, its Chairman and Chief Executive Officer as well as Kendall W. Cowan, its Chief Financial officer. Steven Richardson, the Company's Chief Operating Officer, was also a named defendant in one of the lawsuits. Each claim is a purported class action filed on behalf of a putative class of persons who and/or entities that purchased Alamosa Holdings' securities between January 9, 2001 and June 13, 2002, inclusive, and seeks recovery of compensatory damages, fees and costs. Each lawsuit was filed in the United States District Court for the Northern District of Texas, in either the Lubbock Division or the Dallas Division. On February 27, 2004, the lawsuits were consolidated into one action pending in the United States District Court for the Northern District of Texas, Lubbock Division. On March 4, 2004, the Court appointed the Massachusetts State Guaranteed Annuity Fund to serve as lead plaintiff and approved its selection of lead counsel for the consolidated action.

16

ALAMOSA (DELAWARE), INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)
(UNAUDITED)
(dollars in thousands, except as noted)

On May 18, 2004, the lead plaintiff filed a consolidated complaint. The consolidated complaint named three of the original defendants (the Company, David Sharbutt and Kendall Cowan), dropped one of the original defendants (Steven Richardson) and named two new defendants who are outside directors (Michael Roberts and Steven Roberts). The putative class period remained the same. The consolidated complaint alleged violations of Sections 10(b) and 20(a) of the Exchange Act, Rule 10b-5 promulgated thereunder, and Sections 11 and 15 of the Securities Act. The consolidated complaint sought recovery of compensatory damages, fees, costs, recission or rescissory damages in connection with the Sections 11 and 15 claims, and injunctive relief and/or disgorgement in connection with defendants' alleged insider trading proceeds. At the end of the putative class period on June 13, 2002, the Company announced that its projection of net subscriber additions for the second quarter of 2002 would be less than previously projected. The consolidated complaint alleged, among other things, that the Company made false and misleading statements about subscriber additions during the putative class period. The consolidated complaint also alleged that the Company's financial statements were false and misleading because the Company improperly recognized revenue and failed to record adequate allowances for uncollectible receivables.

On March 28, 2005, the Court granted the defendants' motion to dismiss and entered a judgment dismissing this action. On April 22, 2005, the plaintiffs filed a notice of appeal from the dismissal order and judgment to the Fifth Circuit Court of Appeals.

On July 8 and 15, 2004, two shareholder derivative suits, each asserting identical allegations, were filed in State District Court in Dallas County, Texas on behalf of Alamosa Holdings against certain of its officers and directors: David E. Sharbutt, the Company's Chairman and Chief Executive Officer, Kendall W. Cowan, the Company's Chief Financial Officer, as well as other current and former members of the Company's board of directors, including Scotty Hart, Michael V. Roberts, Ray M. Clapp, Jr., Schuyler B. Marshall, Thomas F. Riley, Jr. Steven C. Roberts, Jimmy R. White, Thomas B. Hyde and Tom M. Phelps. The suits also name the Company as a nominal defendant. On August 27, 2004, the lawsuits were consolidated into one action pending in State District Court in Dallas County, Texas. On November 24, 2004, the plaintiffs filed a consolidated derivative petition. Based on allegations substantially similar to the federal shareholder action, the suits assert claims for defendants' alleged violations of state law, including breaches of fiduciary duty, abuse of control, gross mismanagement, waste of corporate assets and unjust enrichment that allegedly occurred between January 2001 and June 2002. The suits seek recovery of damages, fees, costs, equitable and/or injunctive remedies, and disgorgement of all profits, benefits and other compensation. The defendants filed a motion to stay this action pending the outcome of the federal shareholder action. In the alternative, the defendants filed special exceptions to the consolidated derivative petition requesting dismissal of the action. The plaintiffs served written discovery requests on defendants and in response, defendants filed a motion for protective order and to stay discovery.

On April 27, 2005, the plaintiffs filed a notice of non-suit without prejudice to dismiss the defendants and all claims asserted in this action without prejudice.

By letter dated January 10, 2005, the Company received notice of request for arbitration by PVT Networks, Inc. pursuant to the Outsource Service Provider Agreement by and between PVT Networks, Inc. and the Company. The underlying dispute concerns a request by PVT to be reimbursed for certain costs and fees under the Outsource Service Provider Agreement. In a mediation held on March 29, 2005, the dispute was resolved via settlement whereby the Company agreed to pay to PVT $150 in exchange for certain changes to the terms of the Outsource Service Provider Agreement.

The Company is involved in various claims and legal actions arising in the ordinary course of business. The ultimate disposition of these matters is not expected to have a material adverse impact on the Company's financial position, results of operations or liquidity.

17

---

ALAMOSA (DELAWARE), INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS  (CONTINUED)
(UNAUDITED)
(dollars in thousands, except as noted)

13.	EFFECTS OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123(R), "Share-Based Payment," which is a revision of SFAS No. 123 and supersedes APB Opinion No. 25. SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be valued at fair value on the date of grant, and to be expensed over the applicable vesting period. Pro forma disclosures of the income statement effects of share-based payments is no longer an alternative. SFAS No. 123(R) is effective for all stock-based awards granted on or after July 1, 2005. In addition, companies must also recognize compensation expense related to any awards that are not fully vested as of July 1, 2005. Compensation expense for the unvested awards will be measured based on the fair value of the awards previously calculated in developing the pro forma disclosures in accordance with the provisions of SFAS No. 123. On April 14, 2005, the SEC announced the adoption of a new rule that amends the compliance dates for SFAS No. 123(R). The new rule allows registrants to implement SFAS No. 123(R) at the beginning of their next fiscal year that begins after June 15, 2005. As a result, the Company will be required to adopt the provisions of SFAS No. 123(R) on January 1, 2006. The Company is currently assessing the impact of adopting SFAS No. 123(R) to its consolidated results of operations.

On March 31, 2005, the FASB issued Interpretation No. ("FIN") 47, "Accounting for Conditional Asset Retirement Obligations" which is an interpretation of SFAS No. 143, "Accounting for Asset Retirement Obligations." FIN 47 clarifies that the recognition and measurement provisions of SFAS No. 143 apply to asset retirement obligations in which the timing and/or method of settlement may be conditional on a future event, including obligations to remediate asbestos at the end of a building's useful life and obligations to dispose of chemically-treated telephone poles at the end of their useful lives. FIN 47 is effective for fiscal years ending after December 15, 2005. The Company is currently assessing the impact of adopting FIN 47 to its consolidated results of operations.

14.	GUARANTOR FINANCIAL STATEMENTS

Set forth below are consolidating financial statements of the issuer and guarantor subsidiaries and Alamosa Delaware Operations, LLC which is the Company's non-guarantor subsidiary (the "Non-Guarantor Subsidiary") of the senior notes as of March 31, 2005 and December 31, 2004 and for the three months ended March 31, 2005 and 2004. The guarantor subsidiaries are all 100% owned by the Company and the guarantees are full and unconditional. Separate financial statements of each guarantor subsidiary have not been provided because management has determined that they are not material to investors.

Alamosa Holdings is an additional guarantor with respect to the 12 7/8% senior discount notes, the 12½% senior notes and the 13 5/8% senior notes. Separate financial statements for Alamosa Holdings have not been provided as Alamosa Holdings is a holding company which does not independently generate operating revenue. The consolidated financial statements of Alamosa Holdings are included in its quarterly report on Form 10-Q for the three months ended March 31, 2005.

18

---

ALAMOSA (DELAWARE), INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(dollars in thousands, except as noted)

CONSOLIDATING BALANCE SHEET
AS OF MARCH 31, 2005

				Issuer				Guarantor Subsidiaries				Non-Guarantor Subsidiary				Eliminations				Consolidated
ASSETS
Current Assets:
Cash and cash equivalents				$	6,539			$	18,717			$	16			$	—			$	25,272
Short term investments					50,748				—				—				—				50,748
Customer accounts receivable, net					—				46,571				—				—				46,571
Receivable from Sprint					—				37,183				—				—				37,183
Interest receivable					196				—				—				—				196
Intercompany receivable					22,896				(5,138	)			401				—				18,159
Inventory					—				11,028				—				—				11,028
Investment in subsidiary					854,296				—				—				(854,296	)			—
Prepaid expenses and other assets					42				13,234				—				—				13,276
Deferred customer acquisition costs					—				5,920				—				—				5,920
Deferred tax asset					4,230				—				—				—				4,230
Total current assets					938,947				127,515				417				(854,296	)			212,583
Property and equipment, net					—				445,538				—				—				445,538
Debt issuance costs, net					8,858				—				—				—				8,858
Intangible assets, net					—				409,150				—				—				409,150
Other noncurrent assets					—				4,446				—				—				4,446
Total assets				$	947,805			$	986,649			$	417			$	(854,296	)		$	1,080,575
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Accounts payable				$	—			$	23,050			$	—			$	—			$	23,050
Accrued expenses					3,186				42,104				—				—				45,290
Payable to Sprint					—				39,196				—				—				39,196
Interest payable					8,526				—				—				—				8,526
Deferred revenue					—				21,501				—				—				21,501
Intercompany payable					—				—				—				—				—
Current installments of capital leases					—				113				—				—				113
Total current liabilities					11,712				125,964				—				—				137,676
Capital lease obligations					—				720				—				—				720
Other noncurrent liabilities					—				6,086				—				—				6,086
Deferred tax liability					16,605				—				—				—				16,605
Senior notes					745,712				—				—				—				745,712
Total liabilities					774,029				132,770				—				—				906,799
Stockholder's Equity:
Preferred stock					—				—				—				—				—
Common stock					—				—				—				—				—
Additional paid-in capital					932,059				1,006,159				(4,000	)			(1,002,159	)			932,059
Accumulated deficit					(756,489	)			(150,486	)			4,417				146,069				(756,489	)
Unearned compensation					(1,794	)			(1,794	)			—				1,794				(1,794	)
Total stockholder's equity					173,776				853,879				417				(854,296	)			173,776
Total liabilities and stockholder's equity				$	947,805			$	986,649			$	417			$	(854,296	)		$	1,080,575

19

---

ALAMOSA (DELAWARE), INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(dollars in thousands, except as noted)

CONSOLIDATING BALANCE SHEET
AS OF DECEMBER 31, 2004

				Issuer				Guarantor Subsidiaries				Non-Guarantor Subsidiary				Eliminations				Consolidated
ASSETS
Current Assets:
Cash and cash equivalents				$	6,698			$	120,418			$	16			$	—			$	127,132
Short term investments					50,411				—				—				—				50,411
Customer accounts receivable, net					—				44,687				—				—				44,687
Receivable from Sprint					—				24,809				—				—				24,809
Interest receivable					216				—				—				—				216
Intercompany receivable					30,089				—				401				(30,490	)			—
Inventory					—				9,136				—				—				9,136
Investment in subsidiary					916,199				—				—				(916,199	)			—
Prepaid expenses and other assets					—				11,192				—				—				11,192
Deferred customer acquisition costs					—				6,337				—				—				6,337
Deferred tax asset					4,230				—				—				—				4,230
Total current assets					1,007,843				216,579				417				(946,689	)			278,150
Property and equipment, net					—				441,808				—				—				441,808
Debt issuance costs, net					9,086				—				—				—				9,086
Intangible assets, net					—				416,716				—				—				416,716
Other noncurrent assets					—				4,188				—				—				4,188
Total assets				$	1,016,929			$	1,079,291			$	417			$	(946,689	)		$	1,149,948
LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
Accounts payable				$	—			$	24,581			$	—			$	—			$	24,581
Accrued expenses					570				41,813				—				—				42,383
Payable to Sprint					—				35,852				—				—				35,852
Payable to parent					—				1,530				—				—				1,530
Interest payable					21,076				—				—				—				21,076
Deferred revenue					—				22,549				—				—				22,549
Intercompany payable					—				30,490				—				(30,490	)			—
Current installments of capital leases					—				110				—				—				110
Total current liabilities					21,646				156,925				—				(30,490	)			148,081
Capital lease obligations					—				749				—				—				749
Other noncurrent liabilities					—				5,835				—				—				5,835
Deferred tax liability					16,604				—				—				—				16,604
Senior notes					739,141				—				—				—				739,141
Total liabilities					777,391				163,509				—				(30,490	)			910,410
Stockholder's Equity:
Preferred stock					—				—				—				—				—
Common stock					—				—				—				—				—
Additional paid-in capital					1,003,707				—				—				—				1,003,707
LLC member's equity					—				915,782				417				(916,199	)			—
Accumulated deficit					(764,104	)			—				—				—				(764,104	)
Unearned compensation					(65	)			—				—				—				(65	)
Total stockholder's equity					239,538				915,782				417				(916,199	)			239,538
Total liabilities and stockholder's equity				$	1,016,929			$	1,079,291			$	417			$	(946,689	)		$	1,149,948

20

---

ALAMOSA (DELAWARE), INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(dollars in thousands, except as noted)

CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2005

				Issuer				Guarantor Subsidiaries				Non-Guarantor Subsidiary				Eliminations				Consolidated
Revenues:
Subscriber revenues				$	—			$	155,031			$	—			$	—			$	155,031
Roaming and wholesale revenues					—				60,606				—				—				60,606
Service revenues					—				215,637				—				—				215,637
Product sales					—				7,967				—				—				7,967
Total revenues					—				223,604				—				—				223,604
Costs and expenses:
Cost of services and operations					—				101,483				—				—				101,483
Cost of products sold					—				24,151				—				—				24,151
Selling and marketing					—				36,520				—				—				36,520
General and administrative expenses					255				5,847				—				—				6,102
Merger related expenses					—				436				—				—				436
Depreciation and amortization					—				26,349				—				—				26,349
Impairment of property and equipment					—				(24	)			—				—				(24	)
Non-cash compensation					—				603				—				—				603
Income (loss) from operations					(255	)			28,239				—				—				27,984
Equity in earnings of subsidiaries					28,636				—				—				(28,636	)			—
Interest and other income					341				427				—				—				768
Interest expense					(19,556	)			(30	)			—				—				(19,586	)
Income before income tax expense					9,166				28,636				—				(28,636	)			9,166
Income tax expense					(1,551	)			—				—				—				(1,551	)
Net income				$	7,615			$	28,636			$	—			$	(28,636	)		$	7,615

21

---

ALAMOSA (DELAWARE), INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(dollars in thousands, except as noted)

CONSOLIDATING STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2004

				Issuer				Guarantor Subsidiaries				Non-Guarantor Subsidiary				Eliminations				Consolidated
Revenues:
Subscriber revenues				$	—			$	124,746			$	—			$	—			$	124,746
Roaming and wholesale revenues					—				43,153				—				—				43,153
Service revenues					—				167,899				—				—				167,899
Product sales					—				8,791				—				—				8,791
Total revenues					—				176,690				—				—				176,690
Costs and expenses:
Cost of services and operations					—				86,216				—				—				86,216
Cost of products sold					—				19,783				—				—				19,783
Selling and marketing					—				30,993				—				—				30,993
General and administrative expenses					333				5,146				—				—				5,479
Depreciation and amortization					—				27,384				—				—				27,384
Impairment of property and equipment					—				306				—				—				306
Non-cash compensation					—				20				—				—				20
Income (loss) from operations					(333	)			6,842				—				—				6,509
Equity in loss of subsidiaries					(6,764	)			—				—				6,764				—
Loss on debt extinguishment					—				(13,101	)			—				—				(13,101	)
Interest and other income					91				76				—				—				167
Interest expense					(17,654	)			(581	)			—				—				(18,235	)
Loss before income tax benefit					(24,660	)			(6,764	)			—				6,764				(24,660	)
Income tax benefit					—				—				—				—				—
Net loss				$	(24,660	)		$	(6,764	)		$	—			$	6,764			$	(24,660	)

22

---

ALAMOSA (DELAWARE), INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(dollars in thousands, except as noted)

CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2005

				Issuer				Guarantor Subsidiaries				Non-Guarantor Subsidiary				Eliminations				Consolidated
Cash flows from operating activities:
Net income				$	7,615			$	28,636			$	—			$	(28,636	)		$	7,615
Adjustments to reconcile net income to netcash provided by (used in) operating activities:
Equity in earnings of subsidiaries					(28,636	)			—				—				28,636				—
Non-cash compensation expense					—				603				—				—				603
Provision for bad debts					—				1,773				—				—				1,773
Non-cash accretion of asset retirement obligation					—				55				—				—				55
Depreciation and amortization of property and equipment					—				18,783				—				—				18,783
Amortization of intangible assets					—				7,566				—				—				7,566
Amortization of financing costs included in interest expense					228				—				—				—				228
Interest accreted on discount notes					6,571				—				—				—				6,571
Merger related expenses					—				436				—				—				436
Gain on disposal of property and equipment (Increase) decrease in:					—				(24	)			—				—				(24	)
Receivable from/payable to parent					7,193				(26,882	)			—				—				(19,689	)
Receivables					20				(16,031	)			—				—				(16,011	)
Inventory					—				(1,892	)			—				—				(1,892	)
Prepaid expenses and other assets					(42	)			(1,884	)			—				—				(1,926	)
Increase (decrease) in:
Accounts payable and accrued expenses					(9,933	)			1,406				—				—				(8,527	)
Net cash provided by (used in) operating activities					(16,984	)			12,545				—				—				(4,439	)
Cash flows from investing activities:
Proceeds from sale of assets					—				131				—				—				131
Purchases of property and equipment					—				(22,773	)			—				—				(22,773	)
Merger related expenses					—				(436	)			—				—				(436	)
Change in short term investments					(337	)			—				—				—				(337	)
Net cash used in investing activities					(337	)			(23,078	)			—				—				(23,415	)
Cash flows from financing activities:
Capital distribution to parent					17,162				(91,142	)			—				—				(73,980	)
Payments on capital leases					—				(26	)			—				—				(26	)
Net cash provided by (used in) financing activities					17,162				(91,168	)			—				—				(74,006	)
Net decrease in cash and cash equivalents					(159	)			(101,701	)			—				—				(101,860	)
Cash and cash equivalents at beginning of period					6,698				120,418				16				—				127,132
Cash and cash equivalents at end of period				$	6,539			$	18,717			$	16			$	—			$	25,272

23

---

ALAMOSA (DELAWARE), INC.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
(UNAUDITED)
(dollars in thousands, except as noted)

CONSOLIDATING STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2004

				Issuer				Guarantor Subsidiaries				Non-Guarantor Subsidiary				Eliminations				Consolidated
Cash flows from operating activities:
Net loss				$	(24,660	)		$	(6,764	)		$	—			$	6,764			$	(24,660	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Equity in loss of subsidiaries					6,764				—				—				(6,764	)			—
Non-cash interest expense on derivative instruments					—				6				—				—				6
Non-cash accretion of asset retirement obligation					—				45				—				—				45
Non-cash compensation expense					—				20				—				—				20
Provision for bad debts					—				1,935				—				—				1,935
Depreciation and amortization of property and equipment					—				17,980				—				—				17,980
Amortization of intangible assets					—				9,404				—				—				9,404
Amortization of financing costs included in interest expense					182				83				—				—				265
Loss on debt extinguishment					—				13,101				—				—				13,101
Interest accreted on discount notes					6,001				—				—				—				6,001
Impairment of property and equipment					—				306				—				—				306
(Increase) decrease in:
Receivable from/payable to Parent					—				(289	)			—				—				(289	)
Receivables					—				(6,380	)			—				—				(6,380	)
Inventory					—				1,936				—				—				1,936
Prepaid expenses and other assets					194				(680	)			—				—				(486	)
Increase in:
Accounts payable and accrued expenses					4,509				(3,397	)			—				—				1,112
Net cash provided by (used in) operating activities					(7,010	)			27,306				—				—				20,296
Cash flows from investing activities:
Proceeds from sale of assets					—				343				—				—				343
Purchases of property and equipment					—				(24,218	)			—				—				(24,218	)
Investment in subsidiary					(200,908	)			200,908				—				—				—
Change in restricted cash					1				—				—				—				1
Change in intercompany balances					1,253				(1,253	)			—				—				—
Net cash provided by (used in) investing activities					(199,654	)			175,780				—				—				(23,874	)
Cash flows from financing activities:
Issuance of senior notes					250,000				—				—				—				250,000
Repayment of secured debt					—				(200,000	)			—				—				(200,000	)
Debt issuance costs					(8,059	)			—				—				—				(8,059	)
Capital distribution to parent					(2,866	)			—				—				—				(2,866	)
Payments on capital leases					—				(139	)			—				—				(139	)
Net cash provided by (used in) financing activities					239,075				(200,139	)			—				—				38,936
Net increase in cash and cash equivalents					32,411				2,947				—				—				35,358
Cash and cash equivalents at beginning of period					27,542				70,677				23				—				98,242
Cash and cash equivalents at end of period				$	59,953			$	73,624			$	23			$	—			$	133,600

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ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements

This quarterly report on Form 10-Q includes "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), which can be identified by the use of forward-looking terminology such as "may," "might," "could," "would," "believe," "expect," "intend," "plan," "seek," "anticipate," "estimate," "project" or "continue" or the negative thereof or other variations thereon or comparable terminology. All statements other than statements of historical fact included in this quarterly report on Form 10-Q regarding our financial position and liquidity may be deemed to be forward-looking statements. These forward-looking statements include:

•	forecasts of population growth in our territory;

•	statements regarding our anticipated revenues, expense levels, liquidity, capital resources and operating losses; and

•	statements regarding expectations or projections about markets in our territories.

Although we believe that the expectations reflected in such forward-looking statements are reasonable, we can give no assurance that such expectations will prove to have been correct. Important factors with respect to any such forward-looking statements, including certain risks and uncertainties that could cause actual results to differ materially from our expectations, are further disclosed in our annual report on Form 10-K for the year ended December 31, 2004 under the sections "Item 1. Business" and "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations." Important factors that could cause actual results to differ materially from those in the forward-looking statements include, but are not limited to:

•	our dependence on our affiliation with Sprint;

•	the ability of Sprint to alter the terms of our affiliation agreements with it, including fees paid or charged to us and other program requirements;

•	our anticipation of future losses;

•	our dependence on back office services, such as billing and customer care, provided by Sprint;

•	inaccuracies in financial information provided by Sprint;

•	potential fluctuations in our operating results;

•	our ability to predict future customer growth, as well as other key operating metrics;

•	changes or advances in technology;

•	the ability to leverage third generation products and services;

•	competition in the industry and markets in which we operate;

•	subscriber credit quality;

•	our ability to attract and retain skilled personnel;

•	our potential need for additional capital or the need for refinancing existing indebtedness;

•	our potential inability to expand our services and related products in the event of substantial increases in demand for these services and related products;

•	our inability to predict the outcomes of potentially material litigation;

•	the potential impact of wireless local number portability, or WLNP;

•	changes in government regulation;

•	future acquisitions;

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•	general economic and business conditions; and

•	effects of mergers and consolidations within the telecommunications industry and unexpected announcements or developments from others in the telecommunications industry.

All subsequent written and oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth above.

Definitions of Operating Metrics

We discuss the following operating metrics relating to our business in this section:

•	ARPU, or average monthly revenue per user, is a measure used to determine the monthly subscriber revenue earned for subscribers based in our territory. This measure is calculated by dividing subscriber revenues in our consolidated statement of operations by our average daily subscribers during the period divided by the number of months in the period.

•

Average monthly churn is used to measure the rate at which subscribers based in our territory deactivate service on a voluntary or involuntary basis. We calculate average monthly churn based on the number of subscribers deactivated during the period (net of transfers out of our service area and those who deactivated within 30 days of activation) as a percentage of our average daily subscriber base during the period divided by the number of months during the period.

•	Licensed POPs represent the number of residents (usually expressed in millions) in our territory in which we have an exclusive right to provide wireless mobility communications services under the Sprint brand name. The number of residents located in our territory does not represent the number of wireless subscribers that we serve or expect to serve in our territory.

•	Covered POPs represent the number of residents (usually expressed in millions) covered by our portion of the PCS network of Sprint in our territory. The number of residents covered by our network does not represent the number of wireless subscribers that we serve or expect to serve in our territory.

General

As a PCS Affiliate of Sprint, we have the exclusive right to provide wireless mobility communications services under the Sprint brand name in our licensed territory. We own and are responsible for building, operating and managing the portion of the PCS network of Sprint located in our territory. We offer national plans designed by Sprint as well as local plans tailored to our market demographics. Our portion of the PCS network of Sprint is designed to offer a seamless connection with the 100% digital PCS nationwide wireless network of Sprint. We market Sprint PCS products and services through a number of distribution outlets located in our territory, including our own retail stores, major national distributors and local third party distributors. At March 31, 2005, we had total licensed POPs of over 15.8 million, covered POPs of approximately 13.0 million and total subscribers of approximately 970,000.

We recognize revenues from our subscribers for the provision of wireless telecommunications services, proceeds from the sales of handsets and accessories through channels controlled by us and fees from Sprint and other wireless service providers and resellers when their customers roam onto our portion of the PCS network of Sprint. Sprint retains 8% of all service revenue collected from our subscribers (not including products sales and roaming charges billed to our subscribers) and all fees collected from other wireless service providers and resellers when their customers use our portion of the PCS network of Sprint. We report the amount retained by Sprint as an operating expense. In addition, Sprint bills our subscribers for taxes, handset insurance, equipment and Universal Service Fund charges and other surcharges which we do not record. Sprint collects these amounts from the subscribers and remits them to the appropriate tax authority.

As part of our affiliation agreements with Sprint, we have contracted with Sprint to provide back office services such as customer activation, handset logistics, billing, customer care and network

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monitoring services. We initially elected to delegate the performance of these services to Sprint to take advantage of their economies of scale, to accelerate our build-out and market launches and to lower our initial capital requirements. We continue to contract with Sprint for these services today and are obligated to continue using Sprint to provide these services through December 31, 2006. The cost for these services is primarily on a per-subscriber or per-transaction basis and is recorded as an operating expense.

Critical Accounting Policies

The fundamental objective of financial reporting is to provide useful information that allows a reader to comprehend the business activities of an entity. To aid in that understanding, we have identified our "critical accounting policies." These policies have the potential to have a more significant impact on our consolidated financial statements, either because of the significance of the financial statement item to which they relate or because they require judgment and estimation due to the uncertainty involved in measuring, at a specific point in time, events which are continuous in nature.

Allowance for doubtful accounts – Estimates are used in determining our allowance for doubtful accounts and are based on our historical collection experience, current trends, credit policy, a percentage of our accounts receivable by aging category and expectations of future bad debts based on current collection activities. In determining the allowance, we consider historical write-offs of our receivables as well as historical changes in our credit policies. We also look at current trends in the credit quality of our customer base.

Revenue recognition – We record equipment revenue for the sale of handsets and accessories to customers in our retail stores and to local resellers in our territories. We do not record equipment revenue on handsets and accessories purchased by our customers from national resellers or directly from Sprint. Our customers pay an activation fee when they initiate service. We allocate amounts charged to customers at the point of sale between the sale of handsets and other equipment and the sale of wireless telecommunications services in those transactions taking place in distribution channels that we directly control. Activation fees charged in transactions outside of our directly controlled distribution channels continue to be deferred and amortized over the average life of the subscriber base.

We recognize revenue from our customers as they use the service. Additionally, we provide a reduction of recorded revenue for billing adjustments and billing corrections.

The cost of handsets sold generally exceeds the retail sales price, as it is common in our industry to subsidize the price of handsets for competitive reasons. For handsets sold through channels controlled by Sprint that are activated by a subscriber in our territory, we reimburse Sprint for the amount of subsidy incurred by them in connection with the sale of these handsets. This reimbursement paid to Sprint is reflected in our selling and marketing expenses in the consolidated statements of operations.

Accounting for goodwill and intangible assets – We have recorded certain intangible assets in connection with acquisitions, including both identifiable intangibles and goodwill. Identifiable intangibles consist of the Sprint agreements and the respective subscriber bases in place at the acquired companies at the time of acquisition. The intangible assets related to the Sprint agreements are being amortized on a straight line basis over the remaining original term of the underlying Sprint agreements. The subscriber base intangible asset is amortized on a straight line basis over the estimated life of the acquired subscribers.

Long-lived asset recovery – Long-lived assets, consisting primarily of property, equipment and intangibles, comprised approximately 79 percent of our total assets at March 31, 2005. Changes in technology or in our intended use of these assets may cause the estimated period of use or the value of these assets to change. In addition, changes in general industry conditions could cause the value of certain of these assets to change. We monitor the appropriateness of the estimated useful lives of these assets. Whenever events or changes in circumstances indicate that the carrying amounts of these

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assets may not be recoverable, we review the respective assets for impairment. In performing this review, assets are grouped according to identifiable cash flow streams and the undiscounted cash flow over the life of the asset group is compared to the carrying value of the asset group. We have determined that we have one asset grouping related to cash flows generated by our subscriber base, which includes all of our assets. The life of this asset group for purposes of these impairment tests is assumed to be ten years. Estimates and assumptions used in both estimating the useful life and evaluating potential impairment issues require a significant amount of judgment.

Operating leases – Operating leases and related leasehold improvement costs are accounted for based on the provisions of SFAS No. 13, "Accounting for Leases." We have a significant number of leases primarily associated with towers and other locations on which we install our network equipment. These leases are considered operating leases and the monthly rentals are expensed as incurred while any capital expenditures associated with preparing the site for our use are capitalized and depreciated. These capital expenditures are depreciated over the shorter of the lease term or the economic life of the respective assets. Additionally, certain of these operating leases contain rent escalation provisions over the term of the respective leases. For those leases with escalation provisions, the periodic rental expense is recorded on a straight line basis over the lease term.

Income taxes – We account for income taxes in accordance with SFAS No. 109, "Accounting for Income Taxes." Under this method, we utilize an asset and liability approach to accounting for income taxes, wherein deferred taxes are provided for book and tax basis differences for assets and liabilities. In the event differences exist between the book and tax basis of our assets and liabilities that result in deferred assets, an evaluation of the probability of being able to realize the future benefits indicated by such assets is made. A valuation allowance is provided for the portion of deferred tax assets for which there is sufficient uncertainty regarding our ability to recognize the benefits of those assets in future years.

On a quarterly basis, we evaluate the need for and adequacy of the valuation allowance based upon the expected realizability of our deferred tax assets and adjust the amount of such allowance, if necessary. The factors used to assess the likelihood of realization are the latest forecast of future taxable income, available tax planning strategies and the future reversal of existing taxable temporary differences.

Reliance on the timeliness and accuracy of data received from Sprint – We place significant reliance on Sprint as a service provider in terms of the timeliness and accuracy of financial and statistical data related to customers based in our service territory that we receive on a periodic basis from Sprint. We make significant estimates in terms of revenue, cost of service, selling and marketing costs and the adequacy of our allowance for uncollectible accounts based on this data we receive from Sprint. We obtain assurance as to the accuracy of this data through analytic review and reliance on the service auditor report on Sprint's internal control processes prepared by Sprint's external service auditor. Inaccurate or incomplete data from Sprint could have a material adverse effect on our results of operations and cash flow.

Consolidated Results of Operations (dollars in thousands)

For the three month period ended March 31, 2005 compared to the three month period ended March 31, 2004

Subscriber growth and key performance indicators – We had total subscribers of approximately 970,000 at March 31, 2005 compared to approximately 773,000 at March 31, 2004. This growth of approximately 197,000 subscribers represents a 25 percent increase year over year. The increase in subscriber growth is primarily attributable to an increase in our distribution channels, primarily in our own Sprint retail stores and branded dealers in our territory as well as overall growth in the wireless telecommunications industry.

Average monthly churn for the first quarter of 2005 was approximately 2.2 percent compared to approximately 2.4 percent for the first quarter of 2004. We incur significant up front costs in acquiring customers such that increases in churn may negatively impact our operations.

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Service Revenues – Service revenues consist of revenues from our subscribers and roaming and wholesale revenue earned when subscribers from other carriers or resellers of PCS service use our portion of the PCS network of Sprint.

Subscriber revenue consists of payments received from our subscribers for monthly service under their service plans. Subscriber revenue also includes amortization of deferred activation fees and charges for the use of various features including PCS Vision, the wireless web and voice activated dialing. Subscriber revenues were $155,031 for the quarter ended March 31, 2005 compared to $124,746 for the quarter ended March 31, 2004. This increase of 24 percent was primarily due to the increase in our subscriber base discussed above. Base ARPU (which does not include roaming revenue) remained relatively consistent in the first quarter of 2005 at $55, compared to $56 in the first quarter of 2004.

Roaming and wholesale revenue is comprised of revenue from Sprint and other PCS subscribers based outside of our territory who roam onto our portion of the PCS network of Sprint as well as revenue from resellers of PCS service whose subscribers use our portion of the PCS network of Sprint.

Roaming revenue was $48,263 for the quarter ended March 31, 2005, compared to $40,639 for the quarter ended March 31, 2004. This increase of 19 percent was due to a 23 percent increase in inbound roaming minutes to 612 million for the quarter ended March 31, 2005, compared to 496 million for the quarter ended March 31, 2004. The percentage increase in revenue was less than the percentage increase in minutes due to declining rates from carriers other than Sprint. We have a reciprocal roaming rate arrangement with Sprint pursuant to which per-minute charges for inbound and outbound roaming related to Sprint subscribers are identical. This rate is fixed at 5.8 cents per minute until December 31, 2006. We are currently a net receiver of roaming with Sprint, meaning that the minute volume from other Sprint subscribers roaming onto our network is greater than the minute volume from our subscribers roaming onto other portions of the PCS network of Sprint. The ratio of inbound to outbound Sprint roaming minutes was 1.17 to 1 for the three months ended March 31, 2005. We have experienced an increase in the volume of inbound roaming traffic from PCS providers other than Sprint. This traffic is settled at rates separately negotiated by Sprint on our behalf with the other PCS providers and these rates have declined in some cases during 2005 compared to 2004.

Wholesale revenue was $12,343 for the quarter ended March 31, 2005, compared to $2,514 for the quarter ended March 31, 2004. This increase of 391 percent was due to the addition of revenue related to subscribers of another PCS carrier with whom Sprint entered into an agreement to allow those subscribers to use the PCS network of Sprint on a wholesale basis subsequent to the quarter ended March 31, 2004. As a result, all minutes of use for those subscribers in their home areas as well as when roaming are on the PCS network of Sprint.

Product sales and cost of products sold – We record revenue from the sale of handsets and accessories, net of an allowance for returns, as product sales. Product sales revenue and cost of products sold are recorded for all products that are sold through our retail stores as well as those sold to our local indirect agents. The cost of handsets sold generally exceeds the retail sales price as we subsidize the price of handsets for competitive reasons. Sprint's handset return policy allows customers to return their handsets for a full refund within 14 days of purchase. When handsets are returned to us, we may be able to reissue the handsets to customers at little additional cost to us. However, when handsets are returned to Sprint for refurbishing, we may receive a credit from Sprint, which is less than the amount we originally paid for the handset.

Product sales revenue for the first quarter of 2005 was $7,967, compared to $8,791 for the first quarter of 2004. Cost of products sold for the first quarter of 2005 was $24,151, compared to $19,783 for the first quarter of 2004. As such, the subsidy on handsets sold through our retail and local indirect channels was $16,184 in the first quarter of 2005 and $10,992 in the first quarter of 2004. The increase in subsidies of $5,192 in 2005 is primarily due to an increase in the number of activations through our retail and local indirect channels of approximately 13,000 subscribers and an increase in subsidies associated with handset upgrades of approximately $1,498.

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Cost of service and operations (excluding non-cash compensation) – Cost of service and operations includes the costs of operating our portion of the PCS network of Sprint. These costs include items such as tower operating leases and maintenance as well as backhaul costs, which are costs associated with transporting wireless calls across our portion of the PCS network of Sprint to another carrier's network. In addition, cost of service and operations includes outbound roaming costs, long distance charges, the fees we pay to Sprint for our 8 percent affiliation fee, back office services such as billing and customer care, as well as our provision for estimated uncollectible accounts. Expenses of $101,483 in the first quarter of 2005 were approximately 18 percent higher than the $86,216 incurred in the first quarter of 2004. The increase in expenses in the first quarter of 2005 was due to the increased volume of traffic carried on our network due to the increase in our subscribers, as well as wholesale and resale customers. Total minutes of use on our network were 2.8 billion minutes in the first quarter of 2005 compared to 2.0 billion minutes in the first quarter of 2004 for an increase in traffic of 40 percent. The increase in costs was lower relative to the increase in traffic due to the leverage we experience in spreading our fixed network operating costs over a larger volume of activity.

Selling and marketing expenses (excluding non-cash compensation) – Selling and marketing expenses include advertising, promotion, sales commissions and expenses related to our distribution channels, including our retail store expenses. In addition, we reimburse Sprint for the subsidy on handsets sold through national retail stores due to the fact that these retailers purchase their handsets from Sprint. This subsidy is recorded as a selling and marketing expense. Total selling and marketing expenses of $36,520 in the first quarter of 2005 were 18 percent higher than the $30,993 incurred in the first quarter of 2004. The increase experienced during the three months ended March 31, 2005 is attributable to an increase in variable costs resulting from increases in gross activations of approximately 20 percent in the first quarter of 2005, as compared to the first quarter of 2004, as well as an increase in subsidies on handsets sold through national retail stores to existing subscribers of approximately $908.

General and administrative expenses (excluding non-cash compensation) – General and administrative expenses include corporate costs and expenses such as administration and finance. General and administrative expenses of $6,102 in the first quarter of 2005 were 11 percent higher than the $5,479 incurred in the first quarter of 2004. The increase in the first quarter of 2005 has been the result of increased professional fees associated with regulatory compliance and advisory services.

Merger related expenses – Merger related expenses in the first quarter of 2005 of $436 relates to incremental travel costs associated with our employees in connection with the acquisition of AirGate PCS, Inc. by Alamosa Holdings that are not considered part of the cost of the transaction in the purchase price allocation. These costs were incurred by us due to the fact that Alamosa Holdings has no employees.

Depreciation and amortization – Depreciation and amortization includes depreciation of our property and equipment as well as amortization of intangibles. Depreciation is calculated on the straight-line method over the estimated useful lives of the underlying assets and totaled $18,783 in the first quarter of 2005, which was 4 percent higher than the $17,980 recorded in the first quarter of 2004. The increase in 2005 is due to the increase in depreciable costs as a result of our capital expenditures in the last nine months of 2004 and the first three months of 2005.

Amortization expense relates to identifiable intangible assets we have recorded related to the agreements with Sprint and the customer base acquired in connection with purchase transactions. Amortization expense of $7,566 in the first quarter of 2005 was 20 percent less than the $9,404 in the first quarter of 2004 as the subscriber bases acquired in the first quarter of 2001 became fully amortized during the first quarter of 2004.

(Gain) loss on disposal of property and equipment – We recorded a gain on disposal of property and equipment in the first quarter of 2005 of $24, compared to a loss of $306, in the first quarter of 2004. Impairments recorded in 2004 primarily relate to the abandonment of certain network equipment that had become technologically obsolete.

Non-cash compensation – Non-cash compensation expense of $603 in the first quarter of 2005 was significantly higher than the $20 in the first quarter of 2004. The expense relates to vesting of

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restricted stock that had been awarded to certain of our officers and directors. The increase in 2005 is due to the issuance of an additional 200,000 shares of restricted stock to our officers in the first quarter of 2005.

Income from operations – Our operating income for the first quarter of 2005 was $27,984, compared to $6,509 for the first quarter of 2004, representing an improvement of $21,475. The improvement in operating income is primarily attributable to the leverage we have achieved in spreading our fixed costs over a larger base of subscribers.

Loss on debt extinguishment – The loss on debt extinguishment of $13,101 recorded in the first quarter of 2004 relates to the repayment and termination of our senior secured credit facility in January 2004. The loss is comprised of $12,565 in net deferred loan fees related to the terminated credit facility plus the recognition of $536 in other comprehensive loss related to derivative instruments used for hedging interest rate risk on outstanding borrowings under the credit facility.

Interest and other income – Interest and other income represents amounts earned on the investment of excess cash, including restricted cash. Income of $768 in the first quarter of 2005 was significantly higher than the $167 earned in the first quarter of 2004. The increase in interest and other income earned in the first quarter is primarily due to the fact that during the second quarter of 2004, the Board of Directors approved a change in the Company's investment policy to extend the allowable weighted average maturity of investments from the 90 days allowed previously to 270 days. As a result, excess cash has been invested in higher yielding instruments.

Interest expense – Interest expense for the first quarter of 2005 and 2004 included non-cash interest of $6,799 and $6,272, respectively, related to the accretion of senior discount notes, the amortization of debt issuance costs and changes in the fair value of hedge instruments that do not qualify for hedge accounting treatment. The increase in total interest expense to $19,586 in the first quarter of 2005 from $18,235 in the first quarter of 2004 is due primarily to the issuance of the 8½% Senior Notes in the first quarter of 2004 which were at a slightly higher interest rate than the secured credit facility that was terminated with the proceeds from the 8½% Senior Notes.

Income Taxes

We account for income taxes in accordance with SFAS No. 109 "Accounting for Income Taxes." As of December 31, 2000, the net deferred tax asset consisted primarily of temporary differences related to the treatment of organizational costs, unearned compensation, interest expense and net operating loss carry forwards. The net deferred tax asset was fully offset by a valuation allowance as of December 31, 2000 because there was sufficient uncertainty as to whether we would recognize the benefit of those deferred taxes in future periods. In connection with the acquisitions completed in the first quarter of 2001, we recorded significant deferred tax liabilities due to differences in the book and tax basis of the net assets acquired, particularly intangible assets.

The reversal of the timing differences which gave rise to these deferred tax liabilities allowed us to realize the benefit of timing differences which gave rise to the deferred tax asset. As a result, we released the valuation allowance during the second quarter of 2001. Prior to 2001, all deferred tax benefit had been fully offset by an increase in the valuation allowance such that there was no financial statement impact with respect to income taxes. With the reduction of the valuation allowance in 2001, we began to reflect a deferred tax benefit in our consolidated statement of operations. During 2003, we reinstated a valuation allowance to reflect the deferred tax assets at the amounts expected to be realized. The valuation allowance was further increased in 2004 to reflect the deferred tax assets at the amounts expected to be realized. For 2005, forecasted annual effective tax rate reflects a release of a portion of the valuation allowance based upon projected 2005 taxable income. On a quarterly basis, we evaluate the need for and adequacy of the valuation allowance based on the expected realizability of our deferred tax assets and adjust the amount of such allowance, if necessary. The factors used to assess the likelihood of realization are the latest forecast of future taxable income, available tax planning strategies and the future reversal of existing taxable temporary differences.

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Cash Flows

Operating activities – Operating cash flows decreased $24,735 in the first quarter of 2005 compared to the first quarter of 2004. This decrease is primarily due to advances to Alamosa Holdings of approximately $20,000 in connection with Alamosa Holding's acquisition of AirGate in the first quarter of 2005.

Investing activities – Our investing cash flows were negative $23,415 in the first quarter of 2005, compared to negative $23,874 in the first quarter of 2004. Cash purchases of property and equipment were $22,773 and $24,218 in the first quarter of 2005 and 2004, respectively.

Financing activities – Our financing cash flows decreased in the first quarter of 2005 to negative $74,006 from positive $38,936 in the first quarter of 2004. In the first quarter of 2004, we received net proceeds from an offering of senior notes of approximately $242 million which were used to permanently repay $200 million in borrowings outstanding under our senior secured credit facility. In the first quarter of 2005, we made a capital distribution to Alamosa Holdings in the amount of $73,980 in connection with Alamosa Holdings' acquisition of AirGate PCS, Inc.

Liquidity and Capital Resources

Since inception, we have financed our operations through capital contributions from our owners, debt financing and proceeds generated from public offerings of our common stock. The proceeds from these transactions have been used to fund the build-out of our portion of the PCS network of Sprint, subscriber acquisition costs and working capital.

While we have incurred cumulative net losses since inception and incurred negative cash flows from operating activities in the past, we generated approximately $132 million and used approximately $4 million in cash flows from operating activities for the year ended December 31, 2004 and the three months ended March 31, 2005, respectively. Additionally, we reported net income of $7.6 million for the three months ended March 31, 2005.

As of March 31, 2005, we had $25 million of cash on hand as well as $51 million in short-term investments, which we believe will be sufficient to fund expected capital expenditures and to cover our working capital and debt service requirements (including dividends on preferred stock) for at least the next 12 months.

Our future liquidity will be dependent on a number of factors influencing our projections of operating cash flows, including those related to subscriber growth, ARPU, average monthly churn and cost per gross addition. Should actual results differ significantly from these assumptions, our liquidity position could be adversely affected and we could be in a position that would require us to raise additional capital, which may or may not be available on terms acceptable to us, if at all, and could have a material adverse effect on our ability to achieve our intended business objectives.

Future Trends That May Affect Operating Results, Liquidity and Capital Resources

During 2002 and 2003, we experienced overall declining net subscriber growth compared to previous periods. This trend was attributable to increased competition and slowing aggregate subscriber growth in the wireless telecommunications industry. Although we have experienced improvement in subscriber growth in 2004 and the first quarter of 2005, we are continuing to incur net losses as we continue to add subscribers, which requires a significant up-front investment to acquire those subscribers. If net subscriber growth does not continue to improve, it will lengthen the amount of time it will take for us to reach a sufficient number of subscribers to achieve profitability.

We may experience a higher average monthly churn rate than we are currently anticipating. Our average monthly churn for the first quarter of 2005 was 2.2 percent, compared to 2.3 percent for the year ended December 31, 2004 and 2.7 percent for the year ended December 31, 2003. Although churn has declined over the past two years, we expect that in the near term churn could increase as a result of the implementation of the FCC's WLNP mandate in all of our markets during 2004. Through the first quarter of 2005, we have not experienced a material impact to churn related to WLNP with

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respect to the markets in which we operate. If average monthly churn increases over the long-term, we would lose the cash flows attributable to those customers and have greater than projected losses.

We may incur significant handset subsidy costs for existing customers who upgrade to a new handset. As our customer base matures and technological advances in our services take place, more existing customers will begin to upgrade to new handsets to take advantage of these services. We have limited historical experience regarding the rate at which existing customers upgrade their handsets and if more customers upgrade than we are currently anticipating, it could have a material adverse impact on our earnings and cash flows.

We may not be able to access the credit or equity markets for additional capital if the liquidity discussed above is not sufficient for the cash needs of our business. We continually evaluate options for additional sources of capital to supplement our liquidity position and maintain maximum financial flexibility. If the need for additional capital arises due to our actual results differing significantly from our business plan or for any other reason, we may be unable to raise additional capital.

Recently Issued Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS No. 123(R), "Share-Based Payment," which is a revision of SFAS No. 123 and supersedes APB Opinion No. 25. SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be valued at fair value on the date of grant, and to be expensed over the applicable vesting period. Pro forma disclosures of the income statement effects of share-based payments is no longer an alternative. SFAS No. 123(R) is effective for all stock-based awards granted on or after July 1, 2005. In addition, companies must also recognize compensation expense related to any awards that are not fully vested as of July 1, 2005. Compensation expense for the unvested awards will be measured based on the fair value of the awards previously calculated in developing the pro forma disclosures in accordance with the provisions of SFAS No. 123. On April 14, 2005, the SEC announced the adoption of a new rule that amends the compliance dates for SFAS No. 123(R). The new rule allows registrants to implement SFAS No. 123(R) at the beginning of their next fiscal year that begins after June 15, 2005. As a result, we will be required to adopt the provisions of SFAS No. 123(R) on January 1, 2006. We are currently assessing the impact of adopting SFAS No. 123(R) to our consolidated results of operations.

On March 31, 2005, the FASB issued Interpretation No. ("FIN") 47, "Accounting for Conditional Asset Retirement Obligations" which is an interpretation of SFAS No. 143, "Accounting for Asset Retirement Obligations." FIN 47 clarifies that the recognition and measurement provisions of SFAS No. 143 apply to asset retirement obligations in which the timing and/or method of settlement may be conditional on a future event, including obligations to remediate asbestos at the end of a building's useful life and obligations to dispose of chemically-treated telephone poles at the end of their useful lives. FIN 47 is effective for fiscal years ending after December 15, 2005. We are currently assessing the impact of adopting FIN 47 to its consolidated results of operations.

ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Omitted under the reduced disclosure format pursuant to General Instruction H(2)(c) of Form 10-Q.

ITEM 4.	CONTROLS AND PROCEDURES

(a)

Evaluation of Disclosure Controls and Procedures. The Company's management with the participation of the Company's Chief Executive Officer and Chief Financial Officer has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act of 1934, as amended (the "Exchange Act")), as of the end of the period covered by this quarterly report. Based on such evaluation, such officers have concluded that, as of the end of the period covered by this quarterly report, the Company's disclosure controls and procedures are effective.

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(b)	Changes in Internal Control Over Financial Reporting. There have not been any changes in our internal controls over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

We place reliance on Sprint to adequately design its internal controls with respect to the processes established to provide financial information and other information to us and the other PCS Affiliates of Sprint. To address this issue, Sprint engages its independent auditors to perform a periodic evaluation of these controls and to provide a "Report on Controls Placed in Operation and Tests of Operating Effectiveness for Affiliates" under guidance provided in Statement of Auditing Standards No. 70. This report is provided to us semi-annually.

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PART II – OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS.

See Part I, Item 1, Note 12 under the caption "Commitments and Contingencies – Litigation" for a description of legal proceedings.

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

Omitted under the reduced disclosure format pursuant to General Instruction H(2)(c) of Form 10-Q.

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4.	SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

Omitted under the reduced disclosure format pursuant to General Instruction H(2)(c) of Form 10-Q.

ITEM 5.	OTHER INFORMATION.

None.

ITEM 6.	EXHIBITS.

See the Exhibit Index following the signature page hereto for a list of the exhibits filed pursuant to Item 601 of Regulation S-K.

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SIGNATURES

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

				ALAMOSA (DELAWARE), INC. (Registrant)
				/s/ David E. Sharbutt
				David E. Sharbutt Chairman of the Board of Directors and Chief Executive Officer (Principal Executive Officer)
				/s/ Kendall W. Cowan
				Kendall W. Cowan Chief Financial Officer (Principal Financial and Accounting Officer)

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EXHIBIT INDEX

EXHIBIT NUMBER				EXHIBIT TITLE
3.1				Amended and Restated Certificate of Incorporation of Alamosa (Delaware), Inc., filed as Exhibit 3.1 to Form 10-Q of Alamosa (Delaware), Inc. for the quarterly period ended June 30, 2001 (SEC File No. 001-15657), which exhibit is incorporated herein by reference.
3.2				Amended and Restated Bylaws of Alamosa (Delaware), Inc., filed as Exhibit 3.2 to the Registration Statement on Form S-4, dated May 9, 2001 (SEC File No. 333-60572) of Alamosa (Delaware), Inc., which exhibit is incorporated herein by reference.
10.1†				Employment Agreement, dated as of January 1, 2005, by and between Alamosa Holdings, Inc. and David E. Sharbutt, filed as Exhibit 10.1 to the current report on Form 8-K of Alamosa Holdings, Inc. (SEC File No. 000-16793), dated December 30, 2004, which exhibit is incorporated herein by reference.
10.2†				Employment Agreement, dated as of January 1, 2005, by and between Alamosa Holdings, Inc. and Kendall Cowan, filed as Exhibit 10.2 to the current report on Form 8-K of Alamosa Holdings, Inc. (SEC File No. 000-16793), dated December 30, 2004, which exhibit is incorporated herein by reference.
10.3†				Form of Executive Stock Option Agreement under Alamosa's Amended and Restated 1999 Long Term Incentive Plan, filed as Exhibit 10.3 to the current report on Form 8-K of Alamosa Holdings, Inc. (SEC File No. 000-16793), dated December 30, 2004, which exhibit is incorporated herein by reference.
10.4†				Form of Restricted Stock Agreement under Alamosa's Amended and Restated 1999 Long Term Incentive Plan, filed as Exhibit 10.4 to the current report on Form 8-K of Alamosa Holdings, Inc. (SEC File No. 000-16793), dated December 30, 2004, which exhibit is incorporated herein by reference.
10.5†				Employment Agreement, dated as of January 1, 2005, by and between Alamosa and Margaret Z. Couch, filed as Exhibit 10.1 to the current report on Form 8-K of Alamosa Holdings, Inc. (SEC File No. 000-16793), dated January 6, 2005, which exhibit is incorporated herein by reference.
10.6†				Employment Agreement, dated as of January 1, 2005, by and between Alamosa and Anthony Sabatino, filed as Exhibit 10.2 to the current report on Form 8-K of Alamosa Holdings, Inc. (SEC File No. 000-16793), dated January 6, 2005, which exhibit is incorporated herein by reference.
10.7†				Employment Agreement, dated as of January 1, 2005, by and between Alamosa and Loyd I. Rinehart, filed as Exhibit 10.3 to the current report on Form 8-K of Alamosa Holdings, Inc. (SEC File No. 000-16793), dated January 6, 2005, which exhibit is incorporated herein by reference.
10.8†				Employment Agreement, dated as of January 1, 2005, by and between Alamosa and Steven Richardson, filed as Exhibit 10.4 to the current report on Form 8-K of Alamosa Holdings, Inc. (SEC File No. 000-16793), dated January 6, 2005, which exhibit is incorporated herein by reference.

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EXHIBIT NUMBER				EXHIBIT TITLE
31.1 *				Certification of CEO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 *				Certification of CFO Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 *				Certification of CEO Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 *				Certification of CFO Pursuant to 18 U.S.C. Section 1350, as adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

†	Exhibit is a management contract or compensatory plan.

*	Exhibit is filed herewith.

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