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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

Cingular Wireless LLC

Formed under the laws of the State of Delaware

5565 Glenridge Connector, Atlanta, Georgia 30342

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

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

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CONSOLIDATED STATEMENTS OF OPERATIONS

See accompanying notes.

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Item 1.     Financial Statements (Unaudited)

CONSOLIDATED BALANCE SHEETS

See accompanying notes.

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Item 1.     Financial Statements (Unaudited)

CONSOLIDATED STATEMENTS OF CASH FLOW

See accompanying notes.

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Item 1.     Financial Statements (Unaudited)

Consolidated Statements of Changes in Members’ Capital & Consolidated Statements of

CONSOLIDATED STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

See accompanying notes.

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Item 1.	Financial Statements (Unaudited)

CINGULAR WIRELESS LLC

Cingular Wireless LLC (the Company) is a Delaware limited liability company formed in 2000 by SBC Communications Inc. (SBC) and BellSouth Corporation (BellSouth) as the operating company for their U.S. wireless joint venture. SBC and BellSouth, through their wholly owned subsidiaries, respectively, own approximate 60% and 40% economic interests in the Company. Cingular Wireless Corporation (the Manager), which is directed equally by SBC and BellSouth, acts as the Company’s manager and controls the Company’s management and operations. The Company provides wireless voice and data communications services, including local, long-distance and roaming services using both cellular and personal communications services (PCS) frequencies licensed by the Federal Communications Commission (FCC), and equipment to customers in 44 states, including service to all 100 of the largest U.S. metropolitan areas. All of the Company’s operations, which primarily serve customers in the U.S., are conducted through subsidiaries or joint ventures. Through roaming arrangements with other carriers, the Company provides its customers service in regions where it does not have network coverage and is thus able to serve customers in virtually the entire U.S. and over 170 foreign countries.

In October 2004, the Company acquired AT&T Wireless Services, Inc. (AT&T Wireless) for an aggregate consideration of approximately $41,000 in cash. AT&T Wireless, which has been renamed New Cingular Wireless Services, Inc., will continue to be referred to herein as AT&T Wireless and is now a direct wholly owned subsidiary of the Company. The operations of AT&T Wireless are being integrated with those of the Company, and the business is conducted under the “Cingular” brand name.

As provided for in the original Contribution and Formation Agreement between the Company, SBC and BellSouth, contributions of wireless operations and assets in certain markets were made during 2000 and 2001. The contribution by SBC of wireless operations and assets in the Arkansas markets, which occurred on May 1, 2005, was recorded as “Receivable for properties to be contributed” in the consolidated balance sheets as of March 31, 2005. Prior to the contribution, the Company managed the properties for a fee. Fees received for managing the Arkansas markets for the quarters ended March 31, 2004 and 2005 were $7 and $24, respectively.

These consolidated financial statements include charges from SBC and BellSouth for certain expenses pursuant to various agreements (see Note 8). These expenses are considered to be a reasonable reflection of the value of services provided or the benefits received by the Company.

The consolidated financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) that permit reduced disclosure for interim periods. Management believes the consolidated financial statements include all adjustments (consisting only of normal recurring accruals) necessary to present fairly the results for the interim periods shown. The results for the interim periods are not necessarily indicative of results for the full year. These interim financial statements should be read in conjunction with the consolidated financial statements of the Company and accompanying notes included in the Company’s Annual Report on Form  10-K for the year ended December 31, 2004.

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The Company’s cellular/ PCS networks are equipped with Global System for Mobile Communication (GSM) and Time Division Multiple Access (TDMA) digital transmission technologies. In the second quarter of 2004, the Company completed a two-year overlay of GSM equipment throughout its TDMA markets to provide a common voice standard. As a part of this project, the Company added high-speed technologies for data services known as General Packet Radio Service (GPRS) and Enhanced Data Rates for GSM Evolution (EDGE). Due to the accelerated migration of traffic to its GSM network experienced in 2004, the Company evaluated the estimated useful lives of its TDMA equipment. This review was completed in the fourth quarter of 2004 and, effective October 1, 2004, useful lives were shortened to fully depreciate all TDMA equipment by December 31, 2007.

Additionally, during the first quarter of 2005, the Company accelerated depreciation for certain other equipment in several markets due to a decision to replace this equipment prior to the expiration of its previously estimated useful life. These changes in estimates increased depreciation expense in the first quarter of 2005 by approximately $100 and are estimated to increase total 2005 depreciation expense by approximately $441. The Company continues to monitor the rate of transition of its customers, including those acquired from AT&T Wireless, to GSM, and, therefore, additional changes to shorten depreciable lives related to TDMA equipment may be necessary. The finalization of certain AT&T Wireless integration plans by the third quarter of 2005 may also result in the need to shorten estimated useful lives of network and other property, plant and equipment.

Certain amounts have been reclassified in the 2004 consolidated financial statements to conform to the current year presentation. The statement of operations for the quarter ended March 31, 2004 has been reclassified to reflect certain billings related to pass-through taxes to the Company’s customers as “Service revenues” and the related payments to the associated taxing authorities and regulatory agencies as “Cost of services” expense. Operating income and net income were unaffected by the reclassification. The amount reclassified for the three months ended March 31, 2004 was $25.

During the course of preparing its 2004 consolidated financial statements, the Company determined its method of accounting for operating leases, principally for cell sites, which have escalating rentals during the initial lease term and during succeeding optional renewal periods, did not comply with the requirements of SFAS No. 13, Accounting for Leases, and FASB Technical Bulletin No. 85-3, Accounting for Operating Leases with Scheduled Rent Increases. Historically, the Company has not assumed the exercise of available renewal options in its accounting for operating leases. The Company reevaluated its accounting for operating leases and the related useful lives for depreciating leasehold improvements following publication of a letter issued by the Office of the Chief Accountant of the SEC on February 7, 2005. In light of the Company’s investment in each cell site, including acquisition costs and leasehold improvements, the Company determined the exercise of certain renewal options was reasonably assured at the inception of the leases. Accordingly, the Company corrected its accounting to recognize rent expense, on a straight-line basis, over the initial lease term and renewal periods that are reasonably assured, and to depreciate the associated leasehold improvements and other related assets over the lesser of their useful

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lives or their respective lease terms. While management believed that the impact of this error was not material to any previously issued financial statements, it was determined that the cumulative adjustment required to correct this error was too large to record in 2004. Accordingly, Company management and the Audit Committee of the board of directors of the Manager concluded that the Company’s financial statements for fiscal periods ending December 31, 2000 through December 31, 2003 and the first three interim periods of 2004 should be restated. The restated financial statements, including those for the three months ended March 31, 2004, were included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2004.

The Company’s network infrastructure venture with T-Mobile USA, Inc. (T-Mobile), GSM Facilities LLC (GSMF), which was accounted for under the equity method prior to its dissolution in January 2005, reached a similar conclusion with respect to operating leases, requiring correction and restatement of its previously issued financial statements for the years ended December 31, 2002 and 2003. Accordingly, the Company also revised and restated its equity accounting for the venture for the three months ended March 31, 2004.

The impact of these restatements to the Company’s statement of operations for the three months ended March 31, 2004 was a decrease to “Net income” of $12. The impact associated with correcting the Company’s accounting for operating leases was an increase to lease expense, reflected in “Cost of services”, of $8. The impact associated with correcting the accounting for the operating leases and useful lives of the Company’s GSMF joint venture was an increase to “Equity in net loss of affiliates” of $3 for the same period. The above correction also had a de minimus impact on “Depreciation and amortization” to adjust for the lives used to depreciate certain leasehold improvements, and similar de minimus impacts to “Selling, general and administrative” expenses for increases in lease expense associated with leases covering administrative and retail space.

The following schedules reconcile the amounts as originally reported in the Company’s consolidated statement of operations, comprehensive income and cash flows for the quarter ended March 31, 2004. The reported amounts for March 31, 2004 reflect the impact of the reclassification discussed in Note 1 above to reflect certain billings related to pass-through taxes to our customers as “Service revenues” and the related payments to the associated taxing authorities and regulatory agencies as “Cost of services” expense.

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Consolidated Statement of Operations

Consolidated Statement of Comprehensive Income

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Consolidated Statement of Cash Flows

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Acquisitions

In October 2004, the Company acquired AT&T Wireless in a transaction accounted for under the purchase method of accounting in accordance with SFAS No. 141, Business Combinations (SFAS 141). AT&T Wireless was a provider of wireless voice and data services and products primarily in the U.S. and served nearly 22 million subscribers as of the acquisition date. AT&T Wireless also held equity interests in U.S. and international communications ventures, corporations and partnerships. The acquisition created the largest wireless communications company in the U.S., based upon revenues and number of subscribers.

The aggregate consideration paid to AT&T Wireless shareholders to complete the AT&T Wireless acquisition was approximately $41,000 in cash. Under the merger agreement, each common shareholder of AT&T Wireless received $15 (whole dollars) in cash per common share and the AT&T Wireless preferred shareholders received the then applicable liquidation preference of their preferred shares. In addition, the Company incurred $42 of direct costs for legal, financial advisory and other services related to the transaction, which costs were capitalized as part of the purchase price. The Company received $36,024 in equity funding from SBC and BellSouth to finance the acquisition in proportion to their respective economic interests in the Company. The remaining portion of the purchase price was funded with AT&T Wireless’ cash on hand. The results of AT&T Wireless’ operations have been included in the Company’s consolidated financial statements since the acquisition date.

Under the purchase method of accounting, the assets and liabilities of AT&T Wireless were recorded at their respective fair values as of the date of acquisition. The Company is in the process of obtaining third-party valuations of property, plant and equipment, intangible assets, debt and certain other liabilities. Given the size of the AT&T Wireless transaction, the values of certain assets and liabilities are based on preliminary valuations and are subject to adjustment as additional information is obtained. Such additional information includes, but may not be limited to, the following pertaining to AT&T Wireless: valuations and physical counts of property, plant and equipment, disposition of acquired inventory, plans relative to the disposition of certain assets acquired, exit from certain contractual arrangements and the involuntary termination of employees. Changes to the valuation of property, plant and equipment may result in adjustments to the fair value of certain identifiable intangible assets acquired. When finalized, adjustments to goodwill may result. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed and related deferred income taxes. The amounts reported as of December 31, 2004 reflect the estimated fair values as of the acquisition date of October 26, 2004 plus adjustments made during the fourth quarter of 2004. The adjustments listed in the table below include purchase price allocation adjustments made during the first quarter of 2005 primarily related to employee termination benefits for former AT&T Wireless employees and adjustments to tax liabilities.

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(1)	Includes $5,240 of cash used to finance the acquisition.

In December 2004, the Company acquired from Triton PCS Holdings, Inc. (Triton) Triton’s wireless properties in Virginia (the Virginia properties) in exchange for certain of AT&T Wireless’ properties in North Carolina, Puerto Rico and the U.S. Virgin Islands (the NC/ PR properties) and $176 in cash in a transaction accounted for as a purchase in accordance with SFAS 141. Prior to FCC approval of the transfer of licenses, expected in the second quarter of 2005, each party is leasing the FCC licenses pertaining to the exchanged properties to the other party. The results of the Virginia properties have been included in, and the results of the NC/ PR properties have been excluded from, the Company’s consolidated financial statements since the closing date.

Under the purchase method of accounting, the assets and liabilities of the Virginia properties were recorded at their respective fair values as of the date of acquisition. The value of certain assets and liabilities of the Virginia properties are also based on preliminary valuations and are subject to adjustment. No adjustments were made during the first quarter of 2005.

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The following unaudited pro forma consolidated results of operations of the Company for the quarter ended March 31, 2004 assume that the acquisitions of AT&T Wireless and the Virginia properties and certain other related transactions were completed as of January 1, 2004:

The pro forma amounts represent the historical operating results of AT&T Wireless and the Virginia properties with appropriate adjustments that give effect to depreciation and amortization, interest expense, income taxes, and the elimination of intercompany roaming activity among the Company, AT&T Wireless and the Virginia properties. The effects of other dispositions described below are included in the pro forma amounts presented above. The pro forma amounts are not necessarily indicative of the operating results that would have occurred if the acquisitions and related transactions had been completed at the beginning of the applicable periods presented. In addition, the pro forma amounts are not necessarily indicative of operating results in future periods, in which the Company might realize revenue enhancements and cost savings.

In January 2005, the Company and T-Mobile dissolved their network infrastructure joint venture, GSMF. As part of the dissolution, the Company sold its ownership of the California/ Nevada Major Trading Area (MTA) network assets to T-Mobile for approximately $2,500 in cash. Also, as part of the dissolution, the Company was required to contribute an additional $200 to the venture to equalize the capital accounts. The Company retained the right to utilize the California/ Nevada and New York networks during a four-year transition period and has committed to purchase a minimum number of minutes over this term for resale with a purchase commitment value of $1,200. The Company and T-Mobile retained all of their respective customers in each market. Additionally, in January 2005, the Company sold 10 MHz of spectrum to T-Mobile in each of the San Francisco, Sacramento and Las Vegas BTAs for $180 as part of the dissolution of GSMF.

As part of the original joint venture agreement, the Company and T-Mobile were each to receive 50% of the spectrum used in the operation of the joint venture following its dissolution. Spectrum licenses were not contributed to the joint venture upon its formation in 2001 but rather were subject to a separate agreement governing their use. In connection with the dissolution, the Company and T-Mobile are contractually required to exchange certain spectrum licenses. The Company expects the spectrum licenses to be exchanged on January 1, 2007. The Company will receive 10 MHz of spectrum in the New York BTA and 2.5 MHz of spectrum in the Las Vegas, Nevada BTA, and T-Mobile will receive 5 MHz of spectrum in each of nine BTAs in California, the largest of which is San Diego. T-Mobile also has the option to purchase an additional 10 MHz of spectrum in the Los Angeles and San Diego BTAs from the Company at the end of two years, under certain circumstances.

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The Company expects to recognize a net gain on the dissolution of the joint venture upon the completion of the spectrum exchange in 2007, principally due to the value of the New York spectrum to be received in connection with the consummation of these transactions.

The Company anticipates using a significant portion of the sale proceeds to fund capital expenditures through July 4, 2005, which would allow our members to defer income tax recognition on the gain from sale of the network to the extent of such use of the proceeds. As of March 31, 2005, $2,145 remained, which was classified as “Other assets” on the Company’s Consolidated Balance Sheets, as the Company has invested these funds in a qualified trust designated for future capital expenditures.

Pursuant to the Company’s agreement with the U.S. Department of Justice (DOJ) and the FCC to divest certain assets and spectrum as a condition to receiving regulatory approval to acquire AT&T Wireless, in April 2005 the Company sold to Alltel Corporation (Alltel) licenses, network assets and subscribers in several markets that the Company acquired as part of the AT&T Wireless acquisition. The Company also sold to Alltel 20 MHz of spectrum and network assets formerly held by AT&T Wireless in Wichita, Kansas, which it was not required to divest. In February 2005, the Company sold to MetroPCS former AT&T Wireless spectrum in each of Dallas, Texas and Detroit, Michigan, and to Cellco Partnership (d/b/a Verizon Wireless) former AT&T Wireless spectrum in Knoxville, Tennessee. Finally, in March 2005, the Company sold former AT&T Wireless properties and assets in specific rural regions of Arkansas, Mississippi and Texas, and a disposition of former AT&T Wireless assets in Missouri closed in April 2005. No gains or losses were recognized on the sale of former AT&T Wireless properties or spectrum.

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Summarized below are the carrying values for the major classes of intangible assets amortized under SFAS No. 142, Goodwill and Other Intangible Assets (SFAS 142), as well as the carrying values of those intangible assets which are not amortized: