<PAGE>

                                                                    EXHIBIT 99.1

                            ALAMOSA (DELAWARE), INC.

                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
<S>                                                                                                   <C>
Report of Independent Auditors.....................................................................    F-2

Consolidated Balance Sheets as of December 31, 2002 and December 31, 2001..........................    F-3

Consolidated Statements of Operations for the years ended December 31, 2002, 2001 and 2000.........    F-4

Consolidated Statements of Stockholder's Equity for the period from December 31, 1999
   to December 31, 2002.. .........................................................................    F-5

Consolidated Statements of Cash Flows for the years ended December 31, 2002, 2001 and 2000.........    F-6

Notes to Consolidated Financial Statements.........................................................    F-7

Report of Independent Accountants on Financial Statement Schedule..................................    F-44

Consolidated Valuation and Qualifying Accounts.....................................................    F-45
</TABLE>





























                                      F-1
<PAGE>


                         REPORT OF INDEPENDENT AUDITORS


To the Board of Directors and Stockholder of Alamosa (Delaware), Inc.:

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, stockholder's equity and cash flows
present fairly, in all material respects, the financial position of Alamosa
(Delaware), Inc. and its subsidiaries at December 31, 2002 and 2001, and the
results of their operations and their cash flows for each of the three years in
the period ended December 31, 2002 in conformity with accounting principles
generally accepted in the United States of America. These financial statements
are the responsibility of the Company's management; our responsibility is to
express an opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, and evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

As discussed in Note 3 to the consolidated financial statements, the Company has
changed its method of accounting for goodwill and other intangible assets as a
result of adopting SFAS No. 142 as of January 1, 2002.

As discussed in Note 20 to the consolidated financial statements, the Company is
pursuing a financial restructuring, which may be effected through an exchange
offer of the Company's existing Notes, or a prepackaged plan of reorganization
pursuant to Chapter 11 of the United States Bankruptcy Code.


PricewaterhouseCoopers LLP


Dallas, Texas
February 21, 2003
Except for Note 20, which is as of September 3, 2003









                                      F-2
<PAGE>


                            ALAMOSA (DELAWARE), INC.

                           CONSOLIDATED BALANCE SHEETS
                  (Dollars in thousands, except share amounts)
<TABLE>
<CAPTION>

                                                                           DECEMBER 31,
                                                                 ----------------------------------
                                                                       2002              2001
                                                                 ------------------ ---------------
ASSETS
<S>                                                            <C>                <C>
Current assets:
   Cash and cash equivalents                                     $       60,525     $      104,672
   Short term investments                                                    --              1,300
   Restricted cash                                                       34,725             51,687
   Customer accounts receivable, net                                     27,926             38,717
   Receivable from Sprint                                                30,322             13,160
   Interest receivable                                                      973              2,393
   Inventory                                                              7,410              4,802
   Prepaid expenses and other assets                                      7,239              4,749
   Deferred customer acquisition costs                                    7,312              5,181
   Deferred tax asset                                                     5,988              8,112
                                                                 --------------     --------------

     Total current assets                                               182,420            234,773

   Property and equipment, net                                          458,946            455,695
   Debt issuance costs, net                                              33,351             36,654
   Restricted cash                                                           --             43,006
   Goodwill                                                                  --            293,353
   Intangible assets, net                                               488,421            528,840
   Other noncurrent assets                                                7,802              6,087
                                                                 --------------     --------------

     Total assets                                                $    1,170,940     $    1,598,408
                                                                 ==============     ==============

LIABILITIES AND STOCKHOLDER'S EQUITY

Current liabilities:
   Accounts payable                                              $       27,203     $       44,012
   Accrued expenses                                                      34,903             29,291
   Payable to Sprint                                                     24,649             16,133
   Interest payable                                                      22,242             22,123
   Deferred revenue                                                      18,901             15,479
   Current installments of capital leases                                 1,064                596
                                                                 --------------     --------------

     Total current liabilities                                          128,962            127,634
                                                                 --------------     --------------

Long term liabilities
   Capital lease obligations                                              1,355              1,983
   Other noncurrent liabilities                                          10,641              7,496
   Deferred tax liability                                                27,694             98,940
   Senior secured debt                                                  200,000            187,162
   12 7/8% senior discount notes                                        268,862            237,207
   12 1/2% senior notes                                                 250,000            250,000
   13 5/8% senior notes                                                 150,000            150,000
                                                                 --------------     --------------

     Total long term liabilities                                        908,552            932,788
                                                                 --------------     --------------

     Total liabilities                                                1,037,514          1,060,422
                                                                 --------------     --------------

Commitments and contingencies (see Note 17)                                  --                 --

Stockholder's equity:
   Preferred stock, $.01 par value; 1,000 shares authorized; no
     shares issued                                                           --                 --
   Common stock, $.01 par value; 9,000 shares authorized,
     100 and 100 shares issued and outstanding, respectively                 --                 --
   Additional paid-in capital                                           799,403            800,293
   Accumulated deficit                                                 (664,133)          (261,371)
   Unearned compensation                                                   (294)                --
   Accumulated other comprehensive income, net of tax                    (1,550)              (936)
                                                                 --------------     --------------

     Total stockholder's equity                                         133,426            537,986
                                                                 --------------     --------------

     Total liabilities and stockholder's equity                  $    1,170,940     $    1,598,408
                                                                 ==============     ==============
</TABLE>

    The accompanying notes are an integral part of the consolidated financial
                                   statements.



                                               F-3
<PAGE>


                            ALAMOSA (DELAWARE), INC.

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                         YEAR ENDED DECEMBER 31,
                                                                         -----------------------
                                                             2002                 2001                  2000
                                                       --------------        --------------       --------------
<S>                                                  <C>                   <C>                  <C>
Revenues:
   Subscriber revenues                                 $      391,927        $      231,145       $       56,154
   Roaming revenues                                           139,843                99,213               17,346
                                                       --------------        --------------       --------------

     Service revenues                                         531,770               330,358               73,500
   Product sales                                               23,922                26,781                9,201
                                                       --------------        --------------       --------------

     Total revenue                                            555,692               357,139               82,701
                                                       --------------        --------------       --------------

Costs and expenses:
   Cost of service and operation
     (excluding non-cash compensation of
     $4, $0 and $836 for 2002, 2001 and
     2000, respectively)                                      343,468               237,843               55,701
   Cost of products sold                                       50,974                53,911               20,524
   Selling and marketing (excluding non-cash                  119,059               110,052               45,407
     compensation  of $4, $0 and $0 for 2002, 2001
     and 2000, respectively)
   General and administrative expenses
     (excluding non-cash compensation of
     $21,  ($916),  and $4,815 for 2002,  2001 and
     2000, respectively)                                       14,656                13,853                9,538
   Depreciation and amortization                              105,121                94,722               12,530
   Terminated merger and acquisition costs                         --                    --                2,247
   Impairment of goodwill                                     291,635                    --                   --
   Impairment of property and equipment                         1,194                    --                   --
   Non-cash compensation                                           29                  (916)               5,651
                                                       --------------        ---------------      --------------

     Total costs and expenses                                 926,136               509,465              151,598
                                                       --------------        --------------       --------------

     Loss from operations                                    (370,444)             (152,326)             (68,897)
   Loss on debt extinguishment                                     --                (5,472)                  --
   Interest and other income                                    3,459                11,664               14,483
   Interest expense                                          (102,863)              (81,730)             (25,775)
                                                       --------------        --------------       --------------

   Loss before income tax benefit                            (469,848)             (227,864)             (80,189)

Income tax benefit                                             67,086                80,441                   --
                                                       --------------        --------------       --------------

   Net loss                                            $     (402,762)       $     (147,423)      $      (80,189)
                                                       ==============        ==============       ==============
</TABLE>



    The accompanying notes are an integral part of the consolidated financial
                                   statements.


                                                    F-4
<PAGE>


                            ALAMOSA (DELAWARE), INC.
                 CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
                  (Dollars in thousands, except share amounts)
           FOR THE PERIOD FROM DECEMBER 31, 1999 TO DECEMBER 31, 2002

<TABLE>
<CAPTION>
                                                 PREFERRED STOCK           COMMON STOCK       ADDITIONAL
                                COMPREHENSIVE  --------------------   ----------------------    PAID-IN       ACCUMULATED
                                INCOME (LOSS)    SHARES     AMOUNT      SHARES       AMOUNT     CAPITAL         DEFICIT
                                ------------   ----------  --------   -----------  ---------  -----------     -----------
<S>                            <C>              <C>        <C>        <C>          <C>        <C>            <C>
Balance December 31, 1999                              --   $   --    48,500,008   $   485    $   50,825       $ (33,759)

Net loss                        $  (80,189)                                                                      (80,189)
                                ----------
   Total comprehensive loss     $  (80,189)
                                ==========

Initial public offering                                               12,321,100       123       193,664
Exercise of stock options                                                538,748         5           703
Capital reorganization                                               (61,359,756)     (613)          613
Amortization of
   unearned compensation
Unearned compensation                                                                                653
                                               ----------   ------   -----------   -------    ----------       ---------

Balance December 31, 2000                              --       --           100        --       246,458        (113,948)

Net loss                        $ (147,423)                                                                     (147,423)

Net change in fair value of
   derivative instruments
   qualifying as cash flow
   hedges, net of tax
   benefit of $540                    (936)
                                ----------
Total comprehensive loss        $ (148,359)
                                ==========

Capital infusion from Alamosa
   Holdings, Inc.                                                                                555,863
Amortization of unearned
   compensation
Unearned compensation                                                                             (2,028)
                                               ----------  -------   -----------   -------    ----------       ---------

Balance December 31, 2001                              --       --           100        --       800,293        (261,371)

Net loss                        $ (402,762)                                                                     (402,762)

Net change in fair value of
Derivative instruments
   qualifying as cash flow
   hedges, net of tax
   benefit of $376                    (614)
                                ----------
     Total comprehensive loss   $ (403,376)
                                ==========

Capital distribution to
   Alamosa Holdings, Inc.                                                                         (1,213)
Unearned compensation                                                                                323
Amortization of unearned
   compensation
                                              ----------   -------   -----------   -------    ----------       ---------

Balance December 31, 2002                             --   $    --           100   $    --    $  799,403       $(664,133)
                                              ==========   =======   ===========   =======    ==========       =========


<CAPTION>
                                                  ACCUMULATED OTHER
                                   UNEARNED         COMPREHENSIVE
                                 COMPENSATION          INCOME            TOTAL
                                 ------------     -----------------    ---------
<S>                            <C>                 <C>                 <C>
Balance December 31, 1999         $  (6,110)        $     --           $  11,441

Net loss                                                                 (80,189)

   Total comprehensive loss


Initial public offering                                                  193,787
Exercise of stock options                                                    708
Capital reorganization                                                        --
Amortization of
   unearned compensation              5,651                                5,651
Unearned compensation                  (653)                                  --
                                -----------         --------           ---------

Balance December 31, 2000            (1,112)              --             131,398

Net loss                                                                (147,423)

Net change in fair value of
   derivative instruments
   qualifying as cash flow
   hedges, net of tax
   benefit of $540                                      (936)               (936)

Total comprehensive loss


Capital infusion from Alamosa
   Holdings, Inc.                                                        555,863
Amortization of unearned
   compensation                        (916)                                (916)
Unearned compensation                 2,028                                   --
                                -----------         --------           ---------

Balance December 31, 2001                --             (936)            537,986

Net loss                                                                (402,762)

Net change in fair value of
Derivative instruments
   qualifying as cash flow
   hedges, net of tax
   benefit of $376                                      (614)               (614)

     Total comprehensive loss


Capital distribution to
   Alamosa Holdings, Inc.                                                 (1,213)
Unearned compensation                   (323)                                 --
Amortization of unearned
   compensation                           29                                  29
                                 -----------       ---------           ---------

Balance December 31, 2002          $    (294)      $  (1,550)          $ 133,426
                                   =========       =========           =========
</TABLE>


   The accompanying notes are an integral part of the consolidated financial
                                  statements.



                                      F-5
<PAGE>

                            ALAMOSA (DELAWARE), INC.

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                          YEAR ENDED DECEMBER 31,
                                                          -----------------------------------------------------
                                                                  2002              2001                2000
                                                            --------------    ---------------     -------------
<S>                                                  <C>                <C>                 <C>
   Cash flows from operating activities:
   Net loss                                            $     (402,762)    $     (147,423)     $     (80,189)
   Adjustments to reconcile net loss to net cash
      used in operating activities:
      Non-cash compensation                                        29               (916)             5,651
      Non-cash interest expense on derivative
         instruments                                              464                656                 --
      Provision for bad debts                                  40,285             17,490              1,107
      Depreciation and amortization of property and
         equipment                                             64,702             45,963             12,530
      Amortization of goodwill and intangibles                 40,419             48,759                 --
      Amortization of financing costs included in
         interest expense                                       4,259              3,274              1,664
      Amortization of discounted interest                         395                165                 --
      Loss on debt extinguishment                                  --              5,472                 --
      Deferred tax benefit                                    (67,086)           (80,441)                --
      Interest accreted on discount notes                      31,655             27,927             23,052
      Impairment of property and equipment                      1,194                 --                 --
      Impairment of goodwill                                  291,635                 --                 --
      Loss from asset disposition                                  41                102                 81
      (Increase) decrease in, net of effects from
         acquisitions:
        Receivables                                           (45,236)           (47,895)           (14,178)
        Inventory                                              (2,608)             1,275              3,024
        Prepaid expenses and other assets                      (6,440)            (6,655)            (4,296)
      Increase in, net of effects from acquisitions:
        Accounts payable and accrued expenses                  23,105             18,594             22,336
                                                       --------------     --------------      -------------
        Net cash used in operating activities                 (25,949)          (113,653)           (29,218)
                                                       --------------     --------------      -------------
   Cash flows from investing activities:
      Proceeds from sale of assets                                451                 --                 --
      Purchases of property and equipment                     (89,476)          (143,731)          (136,904)
      Repayment (issuance) of notes receivable                     --             11,860            (46,865)
      Acquisition related costs                                    58            (37,617)            (3,156)
      Net change in short term investments                      1,300                300             (1,600)
      Repayment (issuance) of note receivable from
         officer                                                   --                 --                100
      Purchase of minority interest in subsidiary                  --                 --               (255)
                                                       --------------     --------------      -------------
        Net cash used in investing activities                 (87,667)          (169,188)          (188,680)
                                                       --------------     --------------      -------------
   Cash flows from financing activities:
      Equity offering proceeds                                     --                 --            208,589
      Equity offering costs                                        --                 --            (13,599)
      Proceeds from issuance of senior discount notes              --                 --            187,096
      Proceeds from issuance of senior notes                       --            384,046                 --
      Capital contributions (distributions)                    (1,213)             9,665                 --
      Borrowings under senior secured debt                     12,838            253,000             57,758
      Repayments of borrowings under senior secured
         debt                                                      --           (289,421)           (76,239)
      Debt issuance costs                                      (1,351)           (16,503)           (10,763)
      Stock options exercised                                      --                 --                708
      Payments on capital leases                                 (773)              (349)               (31)
      Change in restricted cash                                59,968            (94,693)               518
      Interest rate cap premiums                                   --                 --                (27)
                                                       --------------     --------------      -------------
        Net cash provided by financing activities              69,469            245,745            354,010
                                                       --------------     --------------      -------------
   Net increase (decrease) in cash and cash
      equivalents                                             (44,147)           (37,096)           136,112
   Cash and cash equivalents at beginning of period           104,672            141,768              5,656
                                                       --------------     --------------      -------------
   Cash and cash equivalents at end of period          $       60,525     $      104,672      $     141,768
                                                       ==============     ==============      =============
   Supplemental disclosure - cash paid for interest    $       70,890     $       27,804      $       1,731
                                                       ==============     ==============      =============
   Supplemental disclosure of non-cash investing and
      financing activities:
      Capitalized lease obligations incurred           $          613     $        1,242      $         257
      Change in accounts payable for purchase of
         property and equipment                               (20,450)             1,844             23,464
      Liabilities assumed in connection with debt
         issuance costs                                            --             15,954                 --
      Capital infusion from parent received in
         connection with acquisitions                              --            546,175                 --
      Obligations assumed in connection with
         acquisitions                                              --            253,686                 --
</TABLE>



   The accompanying notes are an integral part of the consolidated financial
                                  statements.




                                      F-6
<PAGE>


                            ALAMOSA (DELAWARE), INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)


1.       ORGANIZATION AND BUSINESS OPERATIONS

         Alamosa (Delaware), Inc. is a wholly owned subsidiary of Alamosa PCS
         Holdings, Inc. and an indirect wholly owned subsidiary of Alamosa
         Holdings, Inc. ("Alamosa Holdings"). Alamosa Holdings was formed in
         July 2000. Alamosa Holdings is a holding company and through its
         subsidiaries provides wireless personal communications services,
         commonly referred to as PCS, in the Southwestern, Northwestern and
         Midwestern United States. Alamosa (Delaware), Inc. ("Alamosa
         (Delaware)"), was formed in October 1999 under the name "Alamosa PCS
         Holdings, Inc." to operate as a holding company in anticipation of its
         initial public offering. On February 3, 2000, Alamosa (Delaware)
         completed its initial public offering. Immediately prior to the initial
         public offering, shares of Alamosa (Delaware) were exchanged for
         Alamosa PCS LLC's ("Alamosa LLC") membership interests, and Alamosa LLC
         became wholly owned by Alamosa (Delaware). These financial statements
         are presented as if the reorganization had occurred as of the beginning
         of the periods presented. Alamosa (Delaware) and its subsidiaries are
         collectively referred to in these financial statements as the
         "Company."

         On December 14, 2000, Alamosa (Delaware) formed a new holding company
         pursuant to Section 251(g) of the Delaware General Corporation Law. In
         that transaction, each share of Alamosa (Delaware) was converted into
         one share of the new holding company, and the former public company,
         which was renamed "Alamosa (Delaware), Inc." became a wholly owned
         subsidiary of the new holding company, which was renamed "Alamosa PCS
         Holdings, Inc."

         On February 14, 2001, Alamosa Holdings became the new public holding
         company of Alamosa PCS Holdings, Inc. ("Alamosa PCS Holdings") and its
         subsidiaries pursuant to a reorganization transaction in which a wholly
         owned subsidiary of Alamosa Holdings was merged with and into Alamosa
         PCS Holdings. As a result of this reorganization, Alamosa PCS Holdings
         became a wholly owned subsidiary of Alamosa Holdings, and each share of
         Alamosa PCS Holdings common stock was converted into one share of
         Alamosa Holdings common stock. Alamosa Holdings' common stock is quoted
         on The New York Stock Exchange under the symbol "APS." Alamosa
         (Delaware) remains the issuer of the Company's public debt.


2.       LIQUIDITY AND CAPITAL RESOURCES

         Since inception, the Company has financed its operations through
         capital contributions from owners, through debt financing and through
         proceeds generated from public offerings of common stock. The Company
         has incurred substantial net losses and negative cash flow from
         operations since inception. Expenses are expected to exceed revenues
         until the Company establishes a sufficient subscriber base. Management
         expects operating losses to continue for the foreseeable future.
         However, management expects operating losses to decrease in the future
         as the Company obtains more subscribers.

         As of December 31, 2002, the Company had $60,525 in cash and cash
         equivalents plus an additional $34,725 in restricted cash held in
         escrow for debt service requirements. The Company also had $25,000
         remaining on the revolving portion of the Senior Secured Credit
         Facility subject to the restrictions discussed below.

         On September 26, 2002 the Company entered into the sixth amendment to
         the amended and restated credit agreement relative to the Senior
         Secured Credit Facility which among other things, extended Stage I
         covenants for an additional quarter and modified certain financial and
         statistical covenants as discussed in Note 9. As a result of the
         amendment, the Company is required to maintain a minimum cash balance
         of $10,000. In addition to the covenant modifications, the overall
         interest rate was increased by 25 basis points such that the interest
         margin as a result of the amendment is 4.25% for LIBOR borrowings and
         3.25% for base rate borrowings. In connection with a scheduled interest
         rate reset on September 30, 2002, the interest margin was reset to
         4.00% for LIBOR borrowings and 3.00% for base rate borrowings.




                                      F-7
<PAGE>


                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)

         The September 26, 2002 amendment also placed restrictions on the
         ability to draw on the $25,000 revolving portion of the Senior Secured
         Credit Facility. The first $10,000 can be drawn if cash balances fall
         below $15,000 and the Company substantiates through tangible evidence
         the need for such advances. The remaining $15,000 is available only at
         such time as the leverage ratio is less than or equal to 5.5 to 1. As
         of December 31, 2002, the Company's leverage ratio was 24.9 to 1.

         Although management does not currently anticipate the need to raise
         additional capital in the upcoming year, the Company's funding status
         is dependent on a number of factors influencing projections of
         operating cash flows including those related to subscriber growth,
         average revenue per user ("ARPU"), churn and cost per gross addition
         ("CPGA"). Should actual results differ significantly from these
         assumptions, the Company's liquidity position could be adversely
         affected and the Company could be in a position that would require it
         to raise additional capital which may or may not be available on terms
         acceptable to the Company, if at all, and could have a material adverse
         effect on the Company's ability to achieve its intended business
         objectives.


3.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         PRINCIPLES OF CONSOLIDATION - The consolidated financial statements
         include the accounts of the Company and its subsidiaries. All
         intercompany accounts and transactions are eliminated.

         CASH AND CASH EQUIVALENTS - Cash and cash equivalents include cash,
         money market funds, and commercial paper with minimal interest rate
         risk and original maturities of three months or less at the date of
         acquisition.

         The carrying amount approximates fair value.

         SHORT-TERM INVESTMENTS - The Company invests in highly liquid debt
         instruments with strong credit ratings. Commercial paper investments
         with a maturity greater than three months, but less than one year, at
         the time of purchase are considered to be short-term investments. The
         carrying amount of the investments approximates fair value due to their
         short maturity. The Company maintains cash and cash equivalents and
         short-term investments with certain financial institutions. The Company
         performs periodic evaluations of the relative credit standing of those
         financial institutions that are considered in the Company's investment
         strategy.

         INVENTORY - Inventory consists of handsets and related accessories.
         Inventories purchased for resale are carried at the lower of cost or
         market using the first-in first-out method. Market is determined using
         replacement cost which is consistent with industry practices. The
         Company also performs an analysis to identify obsolete or excess
         handset inventory for models that are no longer manufactured or are
         technologically obsolete and records a reserve, as appropriate.

         RESTRICTED CASH - Restricted cash of $34,725 at December 31, 2002 is
         held in escrow to secure payment on certain of the Company's debt
         obligations. The entire amount is expected to be liquidated during 2003
         and is classified as a current asset in the accompanying consolidated
         balance sheets.

         PROPERTY AND EQUIPMENT - Property and equipment are reported at cost
         less accumulated depreciation. Costs incurred to design and construct
         the wireless network in a market are classified as construction in
         progress. When the wireless network for a particular market is
         completed and placed into service, the related costs begin to be
         depreciated. Repair and maintenance costs are charged to expense as
         incurred; significant renewals and betterments are capitalized. When
         depreciable assets are retired or otherwise disposed of, the related
         costs and accumulated depreciation are removed from the respective
         accounts, and any gains or losses on disposition are recognized in
         income. Property and equipment are depreciated using the straight-line
         method based on estimated useful lives of the assets.




                                      F-8
<PAGE>


                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)


         Asset lives are as follows:

                  Buildings                                   10 years
                  Network equipment                           5-10 years
                  Vehicles                                    5 years
                  Furniture and office equipment              7-10 years

         Leasehold improvements are depreciated over the shorter of the
         remaining term of the lease or the estimated useful life of the
         improvement.

         Interest is capitalized in connection with the construction of the
         wireless network. The capitalized interest is recorded as part of the
         asset to which it relates and will be amortized over the asset's
         estimated useful life. During 2002, approximately $265 in interest
         costs were capitalized. During 2001, approximately $1,752 in interest
         costs were capitalized. No interest costs were capitalized during 2000.
         The remaining unamortized balance of capitalized interest was
         approximately $2,077 as of December 31, 2002.

         Microwave relocation includes costs and the related obligation incurred
         to relocate incumbent microwave frequencies in the Company's service
         area. Microwave relocation costs are amortized on a straight-line basis
         over 20 years beginning upon commencement of services in respective
         markets. The amortization of microwave relocation costs was
         approximately $287, $231 and $189 for the years ended December 31,
         2002, 2001 and 2000, respectively.

         SOFTWARE COSTS - In accordance with Statement of Position ("SOP") 98-1,
         "Accounting for Costs of Computer Software Developed or Obtained for
         Internal Use," certain costs related to the development or purchase of
         internal-use software are capitalized and amortized over the estimated
         useful life of the software. During fiscal 2002, 2001 and 2000, the
         Company capitalized approximately $838, $1,228, and $1,626,
         respectively, in software costs under SOP 98-1, which are being
         amortized over a five-year life. The Company amortized computer
         software costs of approximately $720, $533, and $225 during 2002, 2001
         and 2000, respectively.

         ADVERTISING COSTS - Advertising costs are expensed as incurred.
         Advertising expenses totaled approximately $26,574, $25,857 and $14,118
         during 2002, 2001 and 2000, respectively.

         INCOME TAXES. - The Company presents income taxes pursuant to Statement
         of Financial Accounting Standards ("SFAS") No. 109, "Accounting for
         Income Taxes." SFAS No. 109 uses an asset and liability approach to
         account for income taxes, wherein deferred taxes are provided for book
         and tax basis differences for assets and liabilities. In the event
         differences between the financial reporting basis and the tax basis of
         the Company's assets and liabilities result in deferred tax assets, an
         evaluation of the probability of being able to realize the future
         benefits indicated by such assets is required. A valuation allowance is
         provided for a portion or all of the deferred tax assets when there is
         sufficient uncertainty regarding the Company's ability to recognize the
         benefits of the assets in future years. See Note 11.

         REVENUE RECOGNITION - The Company recognizes revenue as services are
         performed. Sprint handles the Company's billings and collections and
         retains 8% of collected service revenues from the Company's subscribers
         and from non-Sprint wireless subscribers who roam onto the Company's
         portion of the PCS network of Sprint. The amount retained by Sprint is
         recorded in Cost of Service and Operations. Revenues generated from the
         sale of handsets and accessories and from roaming services provided to
         Sprint wireless customers who are not based in the Company's
         territories are not subject to the 8% charge.





                                      F-9
<PAGE>

                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)


         The Company defers customer activation fee revenue and an equal amount
         of customer acquisition related expenses. These deferred amounts are
         amortized over a three or one-year period depending on the credit class
         of the respective customer, which approximates the average life of that
         customer. Prior to October 1, 2000, the Company was not charging
         activation fees to its customers. For the year ended December 31, 2000,
         the Company deferred approximately $1,180 of activation fee revenue and
         acquisition related expenses and amortized approximately $77. For the
         year ended December 31, 2001, the Company deferred approximately
         $11,544 of activation fee revenue and acquisition related expenses and
         amortized approximately $2,315. For the year ended December 31, 2002,
         the Company deferred approximately $11,846 of activation fee revenue
         and acquisition related expenses and amortized approximately $7,920. At
         December 31, 2002, approximately $7,023 of the remaining deferral was
         classified as long-term.

         Sprint and other PCS Affiliates of Sprint pay the Company a roaming fee
         for each minute that a Sprint wireless subscriber based outside of the
         Company's territories roams on the Company's portion of the PCS network
         of Sprint. Revenue from these services is recognized as the services
         are performed. Similarly, the Company pays roaming fees to Sprint and
         other PCS Affiliates of Sprint, when the Company's wireless subscribers
         roam on the PCS network of Sprint outside of the Company's territories.
         These costs are recorded as a cost of service when incurred.

         Product revenues, consisting of proceeds from sales of handsets and
         accessories, are recorded net of an allowance for sales returns. The
         allowance is estimated based on Sprint's handset return policy that
         allows customers to return handsets for a full refund within 14 days of
         purchase. When handsets are returned to the Company, the Company may be
         able to reissue the handsets to customers at little additional cost.
         However, when handsets are returned to Sprint for refurbishing, the
         Company will receive a credit from Sprint, which will be less than the
         amount the Company originally paid for the handset. The cost of
         products sold includes the total cost of accessories and handsets sold
         through the Company's retail stores (including sales to local indirect
         retailers). The cost of handsets exceeds the retail sales price because
         the Company subsidizes the price of handsets for competitive reasons.
         For handsets sold through national indirect retailers (such as Radio
         Shack, Circuit City, Best Buy, etc.) and other channels controlled by
         Sprint, the Company reimburses Sprint for the subsidy incurred on such
         handsets activated within the Company's territory and this cost is
         reflected in selling and marketing expenses.

         GOODWILL AND INTANGIBLE ASSETS - Goodwill and other intangible assets
         were recorded in connection with the acquisitions discussed in Note 4.
         Identifiable intangibles consist of the Sprint agreements and the
         respective subscriber bases in place at the time of acquisition. The
         intangible assets related to the Sprint agreements are being amortized
         over the remaining original term of the underlying Sprint agreements or
         approximately 17.6 years. The subscriber base intangible asset is being
         amortized over the estimated life of the acquired subscribers or
         approximately 3 years.

         The Company adopted the provisions of SFAS No. 142, "Goodwill and Other
         Intangible Assets," on January 1, 2002. SFAS No. 142 primarily
         addresses the accounting for goodwill and intangible assets subsequent
         to their initial recognition. The provisions of SFAS No. 142 (i)
         prohibit the amortization of goodwill and indefinite-lived intangible
         assets, (ii) require that goodwill and indefinite-lived intangible
         assets be tested annually for impairment (and in interim periods if
         certain events occur indicating that the carrying value of goodwill and
         indefinite-lived intangible assets may be impaired), (iii) require that
         reporting units be identified for the purpose of assessing potential
         future impairments of goodwill and (iv) remove the forty-year
         limitation on the amortization period of intangible assets that have
         finite lives. As of December 31, 2001, the Company had recorded $15.9
         million in accumulated amortization of goodwill. Upon the adoption of
         SFAS No. 142 the amortization of goodwill was discontinued. As
         discussed in Note 7, in connection with the first annual impairment
         testing of goodwill as of July 31, 2002 the Company recorded an
         impairment charge of $291,635 and goodwill has no carrying value at
         December 31, 2002.

         IMPAIRMENT OF LONG-LIVED ASSETS - If facts or circumstances indicate
         the possibility of impairment of long-lived assets, including
         intangibles, the Company will prepare a projection of future operating
         cash flows, undiscounted and without interest. If based on this
         projection, the Company does not expect to recover its


                                      F-10
<PAGE>


                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)


         carrying cost, an impairment loss equal to the difference between the
         fair value of the asset and its carrying value will be recognized in
         operating income.

         STOCK BASED COMPENSATION - The Company has elected to follow Accounting
         Principles Board Opinion ("APB") No. 25, "Accounting for Stock Issued
         to Employees" and related interpretations in accounting for its
         employee stock options. The Company has implemented the disclosure-only
         provisions of SFAS No. 123, "Accounting for Stock Based Compensation."
         See Note 15.

         For fixed stock options granted under these plans, the exercise price
         of the option equals or exceeds the market value of Alamosa Holdings
         common stock on the date of grant. Accordingly, the Company does not
         record compensation expense for any of the fixed stock options granted.
         For performance-based options, compensation expense was recognized over
         the expected vesting period of the options and was adjusted for changes
         in the number of options expected to vest and the market value of
         Alamosa Holdings common stock. Compensation expense (credit) for the
         performance-based options amounted to $0 in 2002, $(916) in 2001 and
         $5,651 in 2000.

         The following table illustrates the effects on net loss had the Company
         applied the fair value recognition provisions of SFAS No. 123 to its
         stock-based employee compensation plans:

<TABLE>
<CAPTION>
                                                      YEAR ENDED DECEMBER 31,
                                            -------------------------------------------
                                                 2002         2001           2000
                                            ------------   ------------- -------------

<S>                                         <C>            <C>           <C>
         Net loss - as reported             $  (402,762)   $   (147,423) $   (80,189)
           Less stock-based employee
              compensation expense
              determined under fair
              value method for all
              awards, net of related
              tax effects                        (5,832)         (6,555)      (6,588)
                                            ------------   ------------- ------------
         Net loss - pro forma               $  (408,594)   $   (153,978) $   (86,777)
                                            ============   ============= ============
</TABLE>

         The pro forma amounts presented above may not be representative of the
         future effects on reported net loss, since the pro forma compensation
         expense is allocated over the periods in which options become
         exercisable, and new option awards may be granted each year.

         USE OF ESTIMATES - The preparation of financial statements in
         conformity with generally accepted accounting principles requires
         management to make estimates and assumptions that affect the reported
         amounts of assets and liabilities and disclosure of contingent assets
         and liabilities on the date of the financial statements and the
         reported amounts of expenses during the period. The most significant of
         such estimates include:

            o   Allowance for uncollectible accounts;

            o   Estimated customer life in terms of amortization of deferred
                revenue and direct costs of acquisition;

            o   Likelihood of realizing benefits associated with temporary
                differences giving rise to deferred tax assets; and

            o   Impairment of long-lived assets.

         Actual results could differ from those estimates.

         CONCENTRATION OF RISK - The Company maintains cash and cash equivalents
         in accounts with financial institutions in excess of the amount insured
         by the Federal Deposit Insurance Corporation. The Company monitors the
         financial stability of these institutions regularly and management does
         not believe there is significant credit risk associated with deposits
         in excess of federally insured amounts.

         The Company relies on Sprint to provide certain back-office functions
         such as billing and customer care, activation of new subscribers,
         handset logistics and technology development. Should Sprint be unable
         to provide these services, the Company could be negatively impacted.
         See Note 12.



                                      F-11
<PAGE>


                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)


         DERIVATIVE FINANCIAL INSTRUMENTS - The Company enters into derivative
         financial instruments for the purpose of hedging specific exposures as
         part of its risk management program and holds all derivatives for
         purposes other than trading. To date, the Company's use of such
         instruments has been limited to interest rate swaps and collars. The
         Company currently uses hedge accounting as prescribed in SFAS No. 133
         "Accounting for Derivative Instruments and Hedging Activities" with
         respect to its interest rate swaps. As such, the fair values of these
         arrangements are recorded in the consolidated balance sheet with
         changes in fair value being reported as a component of other
         comprehensive income.

         The interest rate collar arrangement does not qualify for hedge
         accounting under SFAS No. 133 and as such, the fair value of the
         respective asset and liability is recorded in the consolidated balance
         sheet with any change during the period being reflected in the
         consolidated statement of operations.

         RECLASSIFICATION - Certain reclassifications have been made to prior
         year amounts to conform to the current year presentation. These
         reclassifications had no effect on the results of operations or
         stockholder's equity as previously reported.

         EFFECTS OF RECENT ACCOUNTING PRONOUNCEMENTS - In June 2001, the
         Financial Accounting Standards Board ("FASB") issued SFAS No. 143,
         "Accounting for Asset Retirement Obligations." SFAS No. 143 requires
         the fair value of a liability for an asset retirement obligation to be
         recognized in the period that it is incurred if a reasonable estimate
         of fair value can be made. The associated asset retirement costs are
         capitalized as part of the carrying amount of the long-lived asset.
         SFAS No. 143 is effective for fiscal years beginning after June 15,
         2002. For the Company's leased telecommunication and operating
         facilities, primarily consisting of cell sites, office and retail
         locations, the Company has evaluated the impact of the adoption of SFAS
         No. 143 as of Jnuary 1, 2003 and determined that the impact to the
         Company will not be material.

         In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB
         Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and
         Technical Corrections as of April 2002," which rescinded or amended
         various existing standards. One change addressed by this standard
         pertains to treatment of extinguishments of debt as an extraordinary
         item. SFAS No. 145 rescinds SFAS No. 4, "Reporting Gains and Losses
         from Extinguishment of Debt" and states that an extinguishment of debt
         cannot be classified as an extraordinary item unless it meets the
         unusual or infrequent criteria outlined in Accounting Principles Board
         Opinion No. 30 "Reporting the Results of Operations -- Reporting the
         Effects of Disposal of a Segment of a Business, and Extraordinary,
         Unusual and Infrequently Occurring Events and Transactions." The
         provisions of this statement are effective for fiscal years beginning
         after May 15, 2002 and extinguishments of debt that were previously
         classified as an extraordinary item in prior periods that do not meet
         the criteria in Opinion 30 for classification as an extraordinary item
         shall be reclassified. The adoption of SFAS No. 145 in the quarter
         ending March 31, 2003 has resulted in a reclassification of the
         extinguishment of debt that the Company previously reported as an
         extraordinary item in 2001.

         In June 2002, the FASB issued SFAS No. 146 "Accounting for Costs
         Associated with Exit or Disposal Activities," which requires companies
         to recognize costs associated with exit or disposal activities when
         they are incurred rather than at the date of a commitment to an exit or
         disposal plan. The provisions of this statement are effective for exit
         or disposal activities initiated after December 31, 2002 and are not
         expected to have a material impact on the Company's results of
         operations, financial position or cash flows.

         In December 2002, the FASB issued SFAS No. 148 "Accounting for
         Stock-Based Compensation-Transition and Disclosure," which is an
         amendment of SFAS No. 123 "Accounting for Stock-Based Compensation."
         This statement provides alternative methods of transition for a
         voluntary change to the fair value based method of accounting for
         stock-based employee compensation. In addition, this statement amends
         the disclosure requirements of SFAS No. 123 to require prominent
         disclosures in both annual and interim financial statements about the
         method of accounting for stock-based employee compensation and the
         effect of the method used on reported results. The provisions of this
         statement are effective for fiscal years ending after and interim
         periods beginning after December 15, 2002. As the Company continues to
         account for stock-based employee compensation using the intrinsic value
         method under APB Opinion No. 25, the Company, as required, has only



                                      F-12
<PAGE>


                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)


         adopted the revised disclosure requirements of SFAS No. 148 as of
         December 31, 2002. (See Stock-Based Compensation section of this note.)

         The Emerging Issues Task Force ("EITF") of the FASB issued EITF
         Abstract No. 00-21 "Accounting for Revenue Arrangements with Multiple
         Deliverables" in January, 2003. This Abstract addresses certain aspects
         of the accounting by a vendor for arrangements under which it will
         perform multiple revenue-generating activities. Specifically, it
         addresses how consideration should be measured and allocated to the
         separate units of accounting in the arrangement. The guidance in this
         Abstract is effective for revenue arrangements entered into in fiscal
         periods beginning after June 15, 2003 and the Company is in the process
         of evaluating the impact of this Abstract.

         In November 2002, the FASB issued FASB Interpretation No. 45 ("FIN
         45"), "Guarantor's Accounting and Disclosure Requirements for
         Guarantees, Including Indirect Guarantees of Indebtedness of Others."
         FIN 45 requires that upon issuance of a guarantee, a guarantor must
         recognize a liability for the fair value of an obligation assumed under
         a guarantee. FIN 45 also requires additional disclosures by a guarantor
         in its interim and annual financial statements about the obligations
         associated with guarantees issued. The recognition provisions of FIN 45
         are effective for guarantees issued after December 31, 2002, while the
         disclosure requirements were effective for financial statements for
         periods ending after December 15, 2002. At December 31, 2002, the
         Company had not entered into any material arrangement that would be
         subject to the disclosure requirements of FIN 45. The Company does not
         believe that the adoption of FIN 45 will have a material impact on its
         consolidated financial statements.

         On January 17, 2003, the FASB issued FASB Interpretation No. 46 ("FIN
         46" or the "Interpretation"), "Consolidation of Variable Interest
         Entities, an interpretation of ARB 51." The primary objectives of FIN
         46 are to provide guidance on the identification of entities for which
         control is achieved through means other than through voting rights
         ("variable interest entities" or "VIEs") and how to determine when and
         which business enterprise should consolidate the VIE (the "primary
         beneficiary"). This new model for consolidation applies to an entity
         which either (1) the equity investors (if any) do not have a
         controlling financial interest or (2) the equity investment at risk is
         insufficient to finance that entity's activities without receiving
         additional subordinated financial support from other parties. In
         addition, FIN 46 requires that both the primary beneficiary and all
         other enterprises with a significant variable interest in a VIE make
         additional disclosures. For public entities with VIEs created before
         February 1, 2003, the implementation and disclosure requirements of FIN
         46 are effective no later than the beginning of the first interim or
         annual reporting period beginning after June 15, 2003. For VIEs created
         after January 31, 2003, the requirements are effective immediately. The
         Company does not believe that the adoption of FIN 46 will have a
         material impact on its consolidated financial statements.


4.       MERGERS AND ACQUISITIONS

         The Company completed the acquisitions of three PCS affiliates of
         Sprint during the first quarter of 2001. On February 14, 2001, the
         Company completed its acquisitions of Roberts Wireless Communications,
         L.L.C. ("Roberts") and Washington Oregon Wireless, LLC ("WOW"). On
         March 30, 2001, the Company completed its acquisition of Southwest PCS
         Holdings, Inc. ("Southwest"). Each of these transactions was accounted
         for under the purchase method of accounting and the results of the
         acquired companies are included in these consolidated financial
         statements from the date of acquisition.

         The merger consideration in the Roberts acquisition consisted of 13.5
         million shares of Alamosa Holdings common stock and approximately $4.0
         million in cash. The Company also assumed the net debt of Roberts in
         the transaction, which amounted to approximately $57 million as of
         February 14, 2001.

         The merger consideration in the WOW acquisition consisted of 6.05
         million shares of Alamosa Holdings common stock and approximately $12.5
         million in cash. The Company also assumed the net debt of WOW in the
         transaction, which amounted to approximately $31 million as of February
         14, 2001.



                                      F-13
<PAGE>


                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)


         The merger consideration in the Southwest acquisition consisted of 11.1
         million shares of Alamosa Holdings common stock and approximately $5.0
         million in cash. The Company also assumed the net debt of Southwest in
         the transaction, which amounted to approximately $81 million as of
         March 30, 2001.

         The Company obtained independent valuations of Roberts, WOW and
         Southwest to allocate the purchase price. The results of the
         allocations are as follows:

<TABLE>
<CAPTION>
                                                    ROBERTS           WOW            SOUTHWEST         TOTAL
                                                   ----------      ---------       ------------     -----------
<S>                                                <C>             <C>             <C>              <C>
  Consideration:
  Alamosa Holdings common stock issued             $  291,060      $ 130,438       $    123,543     $   545,041
  Alamosa Holdings stock options granted                1,134             --                 --           1,134
  Cash (including merger related costs)                 8,940         15,962             12,715          37,617
                                                   ----------      ---------       ------------     -----------

    Total                                             301,134        146,400            136,258         583,792
                                                   ----------      ---------       ------------     -----------

  Allocated to:
  Current assets                                        4,545          1,969              5,923          12,437
  Property, plant and equipment                        53,506         35,732             36,722         125,960
  Intangible assets (other than goodwill)             258,300        116,400            187,000         561,700
  Liabilities acquired (including deferred taxes)    (185,452)       (85,433)          (152,955)       (423,840)
                                                   ----------      ---------       ------------     -----------

    Goodwill                                       $  170,235      $  77,732       $     59,568     $   307,535
                                                   ==========      =========       ============     ==========
</TABLE>

         The unaudited pro forma condensed consolidated statements of operations
         for the years ended December 31, 2001 and 2000 set forth below, present
         the results of operations as if the acquisitions had occurred at the
         beginning of each period and are not necessarily indicative of future
         results or actual results that would have been achieved had these
         acquisitions occurred as of the beginning of the period.

                                                         FOR THE YEAR ENDED
                                                            DECEMBER 31,
                                                   ---------------------------
                                                      2001            2000
                                                   -----------      ----------
                                                           (unaudited)

       Total revenues                              $   376,061     $   131,203
                                                   ===========     ===========

       Loss before income tax benefit              $  (251,600)    $  (204,742)
       Income tax benefit                               88,258          71,660
                                                   -----------     -----------

       Net loss                                    $  (163,342)    $  (133,082)
                                                   ===========     ===========


5.       ACCOUNTS RECEIVABLE

         CUSTOMER ACCOUNTS RECEIVABLE - Customer accounts receivable represent
         amounts owed to the Company by subscribers for PCS service. The amounts
         presented in the consolidated balance sheets are net of an allowance
         for uncollectible accounts of $8.5 million and $5.9 million at December
         31, 2002 and 2001, respectively.




                                      F-14
<PAGE>


                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)


         RECEIVABLE FROM SPRINT - Receivable from Sprint in the accompanying
         consolidated balance sheets consists of the following:

<TABLE>
<CAPTION>
                                                                                   DECEMBER 31,
                                                                       --------------------------------------
                                                                              2002                2001
                                                                       ----------------       ---------------
<S>                                                                   <C>                     <C>
         Net roaming receivable                                       $       3,554           $     1,731
         Access and interconnect revenue receivable (payable)                  (188)                3,252
         Accrued service revenue                                              3,345                 4,154
         Customer payments due from Sprint                                   21,136                 4,023
         Other amounts due from Sprint                                        2,475                    --
                                                                      -------------           ------------
                                                                      $      30,322           $    13,160
                                                                      =============           ===========
</TABLE>

         Net roaming receivable includes net travel revenue due from Sprint
         relative to PCS subscribers based outside of the Company's licensed
         territory who utilize the Company's portion of the PCS network of
         Sprint. The travel revenue receivable is net of amounts owed to Sprint
         relative to the Company's subscribers who utilize the PCS network of
         Sprint outside of the Company's licensed territory. In addition, net
         roaming receivable also includes amounts due from Sprint which have
         been collected from other PCS providers for their customers' usage of
         the Company's portion of the PCS network of Sprint.

         Access and interconnect revenue receivable represents net amounts due
         from Sprint for calls originated by a local exchange carrier ("LEC") or
         an interexchange carrier ("IXC") that terminate on the Company's
         network. Under the Company's affiliation agreements with Sprint, Sprint
         collects this revenue from other carriers and remits 92% of those
         collections to the Company. The $188 amount owed to Sprint at December
         31, 2002 is the result of rate adjustments on previously collected
         amounts.

         On July 3, 2002, the Federal Communications Commission issued a ruling
         on a dispute between AT&T, as an IXC, and Sprint. This ruling addressed
         wireless carrier's ability to charge terminating access fees to the IXC
         for calls terminated on a wireless network indicating that such fees
         could be assessed; however the IXC would only be obligated to pay such
         fees if a contract was in place providing for the payment of access
         charges. As a result of this ruling, Sprint has requested that the
         Company refund approximately $5.6 million in amounts that had been
         previously paid to the Company by Sprint relative to terminating access
         fees. Although the Company has contested the refund of these amounts, a
         liability has been recorded in the consolidated financial statements as
         of December 31, 2002.

         Accrued service revenue receivable represents the Company's estimate of
         airtime usage charges that have been earned but not billed at the end
         of the period.

         Customer payments due from Sprint relate to amounts that have been
         collected by Sprint at the end of the period which were not remitted to
         the Company until the subsequent period. Customer payments are
         processed daily by Sprint and the Company receives its share of such
         collections on a weekly basis under the terms of the affiliation
         agreements.

         Included in the December 31, 2002 balance of customer payments due from
         Sprint is $12,209 in amounts that were received by the Company
         subsequent to year end related to payments that Sprint had collected
         from customers from April 2000 to December 2002 that had not been
         passed on to the Company due to the methodology that had been
         previously used by Sprint to allocate cash received from customers.

         Other amounts due from Sprint at December 31, 2002 related to a refund
         of fees paid to Sprint during 2002 for services such as billing and
         customer care. These fees are determined at the beginning of each year
         based on estimated costs and are adjusted based on actual costs
         incurred by Sprint in providing the respective services.




                                      F-15
<PAGE>


                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)


6.       PROPERTY AND EQUIPMENT

         Property and equipment consist of the following:

                                                        DECEMBER 31,
                                              -----------------------------
                                                 2002              2001
                                              ------------     -----------
         Land and buildings                   $   12,086       $    11,492
         Network equipment                       535,672           463,440
         Vehicles                                  1,756             1,787
         Furniture and office equipment           18,062            16,826
                                              ----------       -----------

                                                 567,576           493,545
         Accumulated depreciation               (122,060)          (60,414)
                                              ----------       -----------

              Subtotal                           445,516           433,131
                                              ----------       -----------

         Microwave relocation costs                5,773             5,639
         Accumulated amortization                   (792)             (504)
                                              ----------       -----------

              Subtotal                             4,981             5,135
                                              ----------       -----------

         Construction in progress:
            Network equipment                      7,673            16,126
            Leasehold improvements                   776             1,303
                                              ----------       -----------

              Subtotal                             8,449            17,429
                                              ----------       -----------

              Total                           $  458,946       $   455,695
                                              ==========       ===========

         During the year ended December 31, 2002 the Company recorded $1,194 in
         impairments of property and equipment related to the abandonment of a
         switching facility. The impairment charge represents the net book value
         of leasehold improvements at the physical location of the leased
         facility.


7.       GOODWILL AND INTANGIBLE ASSETS

         In connection with the acquisitions completed during 2001 discussed in
         Note 4, the Company allocated portions of the respective purchase
         prices to identifiable intangible assets consisting of (i) the value of
         the Sprint agreements in place at the acquired companies and (ii) the
         value of the subscriber base in place at the acquired companies. In
         addition to the identifiable intangibles, goodwill was recorded in the
         amount by which the purchase price exceeded the fair value of the net
         assets acquired including identified intangibles.

         The value assigned to the Sprint agreements is being amortized using
         the straight-line method over the remaining original terms of the
         agreements that were in place at the time of acquisition or
         approximately 17.6 years. The value assigned to the subscriber bases
         acquired is being amortized using the straight-line method over the
         estimated life of the acquired subscribers or approximately 3 years.

         The Company adopted the provisions of SFAS No. 142, "Goodwill and Other
         Intangible Assets," on January 1, 2002. SFAS No. 142 primarily
         addresses the accounting for goodwill and intangible assets subsequent
         to their initial recognition. The provisions of SFAS No. 142 (i)
         prohibit the amortization of goodwill and indefinite-lived intangible
         assets, (ii) require that goodwill and indefinite-lived intangible
         assets be tested annually for impairment (and in interim periods if
         certain events occur indicating that the carrying value may be
         impaired), (iii) require that reporting units be identified for the
         purpose of assessing potential future impairments of goodwill and (iv)
         remove the forty year limitation on the amortization period of
         intangible assets that have finite lives. As of December 31, 2001, the
         Company had recorded $15.9 million in accumulated amortization of
         goodwill. Upon the adoption of SFAS No. 142 the amortization of
         goodwill was discontinued. A purchase price allocation adjustment of
         $1,718 was recorded in the first quarter of 2002 which reduced goodwill
         by that




                                      F-16
<PAGE>


                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)

         amount.

         SFAS No. 142 requires that goodwill and indefinite-lived intangible
         assets be tested annually for impairment using a two-step process. The
         first step is to identify a potential impairment by comparing the fair
         value of reporting units to their carrying value and, upon adoption,
         must be measured as of the beginning of the fiscal year. As of January
         1, 2002, the results of the first step indicated no potential
         impairment of the Company's goodwill. The Company will perform this
         assessment annually and the first such assessment was done as of July
         31, 2002.

         The annual assessment as of July 31, 2002 was performed with the
         assistance of a nationally recognized appraisal firm. In performing the
         evaluation, the appraisal firm used information from various sources
         including, but not limited to, current stock price, transactions
         involving similar companies, the business plan prepared by management
         and current and past operating results of the Company. The appraisal
         firm used a combination of the guideline transaction approach, the
         discounted cash flow approach and the public price approach to
         determine the fair value of the Company which had been determined to be
         the single reporting unit. The guideline transaction approach used a
         sample of recent wireless service provider transactions to determine an
         average price per POP and price per customer. The discounted cash flow
         approach used the projected discounted future cash flows and residual
         values of the Company to determine the indicated value of invested
         capital. The public price approach was based on the market price for
         the Company's publicly traded equity securities along with an estimated
         premium for control. This was combined with the carrying value of the
         Company's debt securities to arrive at the indicated value of invested
         capital. The results of this valuation indicated that the fair value of
         the reporting unit was less than the carrying amount.

         Based on the indicated impairment resulting from this valuation, the
         Company proceeded to the second step of the annual impairment testing
         which involves allocating the fair value of the reporting unit to its
         identifiable assets and liabilities as if the reporting unit had been
         acquired in a business combination where the purchase price is
         considered to be the fair value of the reporting unit. Any unallocated
         purchase price is considered to be the implied fair value of goodwill.
         The second step of this impairment test indicated that goodwill had no
         value and an impairment charge of $291,635 was recorded in the third
         quarter of 2002. This impairment charge is included as a separate line
         item in the consolidated statements of operations for the year ended
         December 31, 2002.

         The impairment of goodwill was deemed to be a "triggering event"
         requiring impairment testing of the Company's other long-lived assets
         under SFAS No. 144, "Accounting for the Impairment or Disposal of
         Long-Lived Assets." In performing this test, 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. No additional impairment was recorded as a result
         of this test.

         Goodwill and intangible assets consist of:

<TABLE>
<CAPTION>
                                                   DECEMBER 31, 2002   DECEMBER 31, 2001
                                                   -----------------   -----------------
<S>                                                   <C>                <C>
 Goodwill                                              $       --         $  293,353
                                                       ==========         ==========

 Intangible assets:
    Sprint affiliation and other agreements            $  532,200         $  532,200
    Accumulated amortization                              (55,458)           (25,768)
                                                       ----------         ----------

      Subtotal                                            476,742            506,432
                                                       ----------         ----------

    Subscriber base acquired                               29,500             29,500
    Accumulated amortization                              (17,821)            (7,092)
                                                       ----------         ----------

      Subtotal                                             11,679             22,408
                                                       ----------         ----------

    Intangible assets, net                             $  488,421         $  528,840
                                                       ==========         ==========
</TABLE>



                                      F-17
<PAGE>


                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)


         Amortization expense relative to intangible assets was $40,419 and
         $32,860 for the years ended December 31, 2002 and 2001, respectively.

         Aggregate amortization expense relative to intangible assets for the
         periods shown will be as follows:

                        YEAR ENDED DECEMBER 31,
                        -----------------------
                                  2003                $   40,067
                                  2004                    32,079
                                  2005                    30,234
                                  2006                    30,234
                                  2007                    30,234
                               Thereafter                325,573
                                                      ----------
                                                      $  488,421
                                                      ==========

         The following tables present net loss as if the provisions of SFAS 142
         had been adopted January 1, 2000:

<TABLE>
<CAPTION>
                                                  FOR THE YEAR ENDED DECEMBER 31,
                                        -------------------------------------------------
<S>                                         <C>                <C>                <C>
                                            2002               2001               2000
                                        ----------         ----------        ----------

 Reported net loss                      $ (402,762)        $ (147,423)       $  (80,189)
 Add back: goodwill amortization                --             15,899                --
                                        ----------         ----------        ----------

 Adjusted net loss                      $ (402,762)        $ (131,524)       $  (80,189)
                                        ==========         ==========        ==========
</TABLE>


8.       LEASES

         OPERATING LEASES - The Company has various operating leases, primarily
         related to rentals of tower sites and offices. These leases range from
         5 to 10 years in length and generally provide for annual rent
         escalation based on pre-determined amounts or percentages. The
         estimated increases in rent are being recognized over the term of the
         leases using the straight-line method. Rental expense was $33,520,
         $26,548 and $6,177 for 2002, 2001 and 2000, respectively. At December
         31, 2002, the aggregate minimum rental commitments under noncancelable
         operating leases for the periods shown are as follows:

                  YEARS:
                  2003                           $   28,973
                  2004                               29,534
                  2005                               30,047
                  2006                               30,834
                  2007                               31,481
                  Thereafter                         90,191
                                                 ----------
                  Total                          $  241,060
                                                 ==========




                                      F-18
<PAGE>


                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)


         CAPITAL LEASES - Capital leases consist of leases for rental of retail
         space and switch usage. The net present value of the leases was $2,419
         and $2,579 at December 31, 2002 and 2001, respectively, and was
         included in property and equipment. Accumulated amortization recorded
         under these leases was $570 and $292 at December 31, 2002 and 2001,
         respectively. At December 31, 2002 the future payments under capital
         lease obligations, less imputed interest, are as follows:

  YEARS:
      2003                                                          $  1,305
      2004                                                               586
      2005                                                               160
      2006                                                               162
      2007                                                               163
      Thereafter                                                         857
                                                                    --------

  Total minimum lease payments                                         3,233
  Less: imputed interest                                                (814)
                                                                    --------

  Present value of minimum lease payments                              2,419
  Less: current installments                                          (1,064)
                                                                    --------

  Long-term capital lease obligations at December 31, 2002          $  1,355
                                                                    ========


9.       LONG-TERM DEBT

         Long-term debt consists of the following:

                                                           DECEMBER 31,
                                                    ------------------------
                                                      2002            2001
                                                    ---------      ---------

12 7/8% Senior Discount Notes, net of discount      $ 268,862      $ 237,207
12 1/2% Senior Notes                                  250,000        250,000
13 5/8% Senior Notes                                  150,000        150,000
Senior Secured Credit Facility                        200,000        187,162
                                                    ---------      ---------

Total debt                                            868,862        824,369
Less current maturities                                    --             --
                                                    ---------      ---------

Long term debt, excluding current maturities        $ 868,862      $ 824,369
                                                    =========      =========


         SENIOR UNSECURED OBLIGATIONS

         SENIOR DISCOUNT NOTES - On December 23, 1999, Alamosa (Delaware) filed
         a registration statement with the Securities and Exchange Commission
         for the issuance of $350 million face amount of Senior Discount Notes
         (the "12 7/8% Notes Offering"). The 12 7/8% Notes Offering was
         completed on February 8, 2000 and generated net proceeds of
         approximately $181 million after underwriters' commissions and expenses
         of approximate $6.1 million. The 12 7/8% senior discount notes ("12
         7/8% Senior Discount Notes") mature in ten years (February 15, 2010)
         and carry a coupon rate of 12 7/8% Senior Discount Notes, and provide
         for interest deferral for the first five years. The 12 7/8% Senior
         Discount Notes will accrete to their $350 million face amount by
         February 8, 2005, after which, interest will be paid in cash
         semiannually. The proceeds of the 12 7/8% Senior Discount Notes
         Offering were used to prepay the existing credit facility, to pay costs
         to build out additional areas within the Company's existing
         territories, to fund operating working capital needs and for other
         general corporate purposes.

         12 1/2% SENIOR NOTES - On January 31, 2001, Alamosa (Delaware)
         consummated the offering (the "12 1/2% Notes Offering") of $250 million
         aggregate principal amount of senior notes (the "12 1/2% Senior
         Notes").



                                      F-19
<PAGE>


                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)


         The 12 1/2% Senior Notes mature in ten years (February 1, 2011), carry
         a coupon rate of 12 1/2%, payable semiannually on February 1 and August
         1, beginning on August 1, 2001. The net proceeds from the sale of the
         12 1/2% Senior Notes were approximately $241 million, after deducting
         the commissions and estimated offering expenses.

         Approximately $59.0 million of the proceeds of the 12 1/2% Senior Notes
         Offering were used by Alamosa (Delaware) to establish a security
         account (with cash or U.S. government securities) to secure on a pro
         rata basis the payment obligations under the 12 1/2% Senior Notes and
         the 12 7/8% Senior Discount Notes, and the balance was used for general
         corporate purposes of Alamosa (Delaware), including, accelerating
         coverage within the existing territories of Alamosa (Delaware); the
         build-out of additional areas within its existing territories expanding
         its existing territories; and pursuing additional telecommunications
         business opportunities or acquiring other telecommunications businesses
         or assets.

         13 5/8% SENIOR NOTES - On August 15, 2001, Alamosa (Delaware) issued
         $150 million face amount of Senior Notes (the "13 5/8% Senior Notes").
         The 13 5/8% Senior Notes mature in ten years (August 15, 2011) and
         carry a coupon rate of 13 5/8% payable semiannually on February 15 and
         August 15, beginning on February 15, 2002. The net proceeds from the
         sale of the 13 5/8% Senior Notes were approximately $141.5 million,
         after deducting the commissions and estimated offering expenses.
         Approximately $66 million of the proceeds were used to pay down a
         portion of the Senior Secured Credit Facility. Approximately $39.1
         million of the proceeds of the 13 5/8% Senior Notes were used by
         Alamosa (Delaware) to establish a security account to secure on a pro
         rata basis the payment obligations under all of the Company's unsecured
         borrowings. The balance was used for general corporate purposes.

         Significant terms of the senior unsecured obligations include:

o             RANKING - The senior unsecured obligations of Alamosa (Delaware)
              are equal in right of payment to all future senior debt of Alamosa
              (Delaware) and senior in right of payment to all future
              subordinated debt of Alamosa (Delaware).

o             GUARANTEES - The senior unsecured obligations will rank equally
              with all existing and future senior debt and senior to all
              existing and future subordinated debt. The obligations are fully
              and unconditionally, jointly and severally guaranteed on a senior
              subordinated, unsecured basis, by all the existing and any future
              restricted subsidiaries of Alamosa (Delaware) with the exception
              of Alamosa Operations, Inc. a wholly owned subsidiary of Alamosa
              (Delaware). The financial statements of Alamosa (Delaware), Inc.
              and financial information related to its guarantor subsidiaries
              are set forth below.

o             OPTIONAL REDEMPTION - During the first thirty-six months after the
              respective Notes offerings, the Company may use net proceeds of an
              equity offering to redeem up to 35% of the accreted value of the
              notes at a redemption price of 112.875%, 112.500% and 113.625% for
              the 12 7/8% Senior Discount Notes, 12 1/2% Senior Notes and 13
              5/8% Senior Notes, respectively.

         Additionally, the senior unsecured obligations contain call options as
         follows:

<TABLE>
<CAPTION>
                                                   REDEMPTION PRICE
             ---------------------------------------------------------------------------
              SENIOR DISCOUNT NOTES     12 1/2% SENIOR NOTES     13 5/8% SENIOR NOTES
             ------------------------  -----------------------  ------------------------
             YEAR ENDING FEBRUARY 15,  YEAR ENDING JANUARY 31,    YEAR ENDING AUGUST 15,
             ------------------------  -----------------------  ------------------------
<S>                  <C>
2006                 106.438%                 N/A                       N/A
2007                 104.292%             106.250%                    106.813%
2008                 102.146%             104.167%                    104.542%
2009                 100.000%             102.083%                    102.271%
Thereafter           100.000%             100.000%                    100.000%
</TABLE>




                                      F-20
<PAGE>

                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)


         o  CHANGE OF CONTROL - Upon a change of control as defined by the
            respective offerings, the Company will be required to make an offer
            to purchase the notes at a price equal to 101% of the accreted value
            for the 12 7/8% Senior Discount Notes and 101% of the face amount
            for the 12 1/2% Senior Notes and 13 5/8% Senior Notes.

         o  RESTRICTIVE COVENANTS - The indentures governing the senior
            unsecured obligations contain covenants that, among other things and
            subject to important exceptions, limit our ability and the ability
            of our subsidiaries to incur additional debt, issue preferred stock,
            pay dividends, redeem capital stock or make other restricted
            payments or investments as defined by the indentures, create liens
            on assets, merge, consolidate or dispose of assets, or enter into
            transactions with affiliates and change lines of business. The
            indentures contain cross-default provisions relative to other
            material indebtedness.

         o  SECURITY AGREEMENT - Concurrently with the closing of the 12 1/2%
            Senior Notes, Alamosa (Delaware) deposited $59.0 million with the
            collateral agent, to secure on a pro rata basis the payment
            obligations of Alamosa (Delaware) under the 12 1/2% Senior Notes and
            the 12 7/8% Senior Discount Notes. The amount deposited in the
            security account, together with the proceeds from the investment
            thereof, will be sufficient to pay when due the first four interest
            payments on the 12 1/2% Senior Notes. Funds will be released from
            the security account to make interest payments on the 12 1/2% Senior
            Notes or the 12 7/8% Senior Discount Notes as they become due, so
            long as there does not exist an event of default with respect to the
            12 1/2% Senior Notes or the 12 7/8% Senior Discount Notes.
            Approximately $39.1 million of the proceeds of the 13 5/8% Notes
            Offering were similarly used to establish a security account to
            secure on a pro rata basis the payment obligations under the 13 5/8%
            Senior Notes, the 12 1/2% Senior Notes and the 12 7/8% Senior
            Discount Notes.

         SENIOR SECURED OBLIGATIONS

         SENIOR SECURED CREDIT FACILITY - On February 14, 2001, Alamosa
         Holdings, Alamosa (Delaware) and Alamosa Holdings, LLC, as borrower,
         entered into a $280 million senior secured credit facility (the "Senior
         Secured Credit Facility") with Citicorp USA, as administrative agent,
         and collateral agent, Toronto Dominion (Texas), Inc., as syndication
         agent; EDC as co-documentation agent; First Union National Bank, as
         documentation agent, and a syndicate of banking and financial
         institutions. On March 30, 2001, the Senior Secured Credit Facility was
         amended to increase the facility to $333 million in relation to the
         acquisition of Southwest. The Senior Secured Credit Facility was again
         amended in August 2001 to reduce the maximum borrowing to $225 million
         consisting of a 7-year senior secured 12-month delayed draw term loan
         facility of $200 million and a 7-year senior secured revolving credit
         facility in an aggregate principal amount of up to $25 million.

         On September 26, 2002, the Company further amended the Senior Secured
         Credit Facility, to among other things, extend Stage I covenants for an
         additional quarter and modify certain financial and statistical
         covenants. Under the Senior Secured Credit Facility, interest will
         accrue, at Alamosa Holdings, LLC's option: (i) at the London Interbank
         Offered Rate adjusted for any statutory reserves ("LIBOR"), or (ii) the
         base rate which is generally the higher of the administrative agent's
         base rate, the federal funds effective rate plus 0.50% or the
         administrative agent's base CD rate plus 0.50%, in each case plus an
         interest margin which was initially 4.00% for LIBOR borrowings and
         3.00% for base rate borrowings. In connection with the September 26,
         2002 amendment, the initial margin was increased to 4.25% for LIBOR
         borrowings and 3.25% for base rate borrowings. The applicable interest
         margins are subject to reductions under a pricing grid based on ratios
         of Alamosa Holdings, LLC's total debt to its earnings before interest,
         taxes, depreciation and amortization ("EBITDA"). The interest rate
         margins will increase by an additional 200 basis points in the event
         Alamosa Holdings, LLC fails to pay principal, interest or other amounts
         as they become due and payable under the Senior Secured Credit
         Facility. In connection with a scheduled interest rate reset on
         September 30, 2002, the interest margin was reset to 4.00% for LIBOR
         borrowings and 3.00% for base rate borrowings.

         The weighted average interest rate on the outstanding borrowings under
         this facility at December 31, 2002 is 5.65%. Alamosa Holdings, LLC is
         also required to pay quarterly in arrears a commitment fee on the
         unfunded

                                      F-21
<PAGE>


                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)


         portion of the commitment of each lender. The commitment fee accrues at
         a rate per annum equal to (i) 1.50% on each day when the utilization
         (determined by dividing the total amount of loans plus outstanding
         letters of credit under the Senior Secured Credit Facility by the total
         commitment amount under the Senior Secured Credit Facility) of the
         Senior Secured Credit Facility is less than or equal to 33.33%, (ii)
         1.25% on each day when utilization is greater than 33.33% but less than
         or equal to 66.66% and (iii) 1.00% on each day when utilization is
         greater than 66.66%. The Company has entered into derivative hedging
         instruments to hedge a portion of the interest rate risk associated
         with borrowings under the Senior Secured Credit Facility as discussed
         in Note 16.

         Alamosa Holdings, LLC is also required to pay a separate annual
         administration fee and a fee on the aggregate face amount of
         outstanding letters of credit, if any, under the revolving credit
         facility.

         As of December 31, 2002, Alamosa Holdings, LLC had drawn $200 million
         under the term portion of the Senior Secured Credit Facility. Any
         amount outstanding at the end of the 12-month period will amortize
         quarterly beginning May 14, 2004. The September 26, 2002 amendment
         placed restrictions on the ability to draw the $25 million revolving
         portion. The first $10 million can be drawn if cash balances fall below
         $15 million and the Company substantiates through tangible evidence the
         need for such advances. The remaining $15 million is available only at
         such time as the leverage ratio is less than or equal to 5.5 to 1. No
         advances have been drawn on the revolving portion of the Senior Secured
         Credit Facility. The revolving portion of the Senior Secured Credit
         Facility will begin reducing quarterly in amounts to be agreed
         beginning May 14, 2004.

         Loans under the term loan portion of the Senior Secured Credit Facility
         will be subject to mandatory prepayments from 50% of excess cash flow
         for each fiscal year commencing with the fiscal year ending December
         31, 2003, 100% of the net cash proceeds (subject to exceptions and
         reinvestment rights of asset sales or other dispositions, including
         insurance and condemnation proceeds) of sales of property by Alamosa
         (Delaware) and its subsidiaries, and 100% of the net proceeds of
         issuances of debt obligations of Alamosa (Delaware) and its
         subsidiaries (subject to exceptions). After the term loans are repaid
         in full, mandatory prepayments will be applied to permanently reduce
         commitments under the revolving portion of the Senior Secured Credit
         Facility.

         All obligations of Alamosa Holdings, LLC under the Senior Secured
         Credit Facility are unconditionally guaranteed on a senior basis by
         Alamosa Holdings, Alamosa (Delaware) and, subject to certain
         exceptions, by each current and future direct and indirect subsidiary
         of Alamosa (Delaware), including Alamosa PCS, Inc., Roberts, WOW and
         Southwest.

         The Senior Secured Credit Facility is secured by a first priority
         pledge of all of the capital stock of Alamosa Holdings, LLC and subject
         to certain exceptions, each current and future direct and indirect
         subsidiary of Alamosa (Delaware), as well as a first priority security
         interest in substantially all of the assets (including all five of the
         Sprint affiliation agreements with the Company) of Alamosa (Delaware)
         and, subject to certain exceptions, each current and future direct and
         indirect subsidiary of Alamosa (Delaware).

         The Senior Secured Credit Facility contains customary events of
         default, including, but not limited to:

         o  the non-payment of the principal, interest and other obligations
            under the new Senior Secured Credit Facility;

         o  the inaccuracy of representations and warranties contained in the
            credit agreement or the violation of covenants contained in the
            credit agreement;

         o  cross default and cross acceleration to other material indebtedness;

         o  bankruptcy;



                                      F-22
<PAGE>


                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)


         o  material judgments and certain events relating to compliance with
            the Employee Retirement Income Security Act of 1974 and related
            regulations;

         o  actual or asserted invalidity of the security documents or
            guaranties of the Senior Secured Credit Facility;

         o  the occurrence of a termination event under the management, licenses
            and other agreements between any of the Company, WOW, Roberts,
            Southwest and their subsidiaries and Sprint or a breach or default
            under the consent and agreement entered into between Citicorp USA,
            Inc., as administrative agent for the lenders, and Sprint;

         o  loss of rights to benefit of or the occurrence of any default under
            other material agreements that could reasonably be expected to
            result in a material adverse effect on Alamosa Holdings, LLC;

         o  the occurrence of a change of control;

         o  any termination, revocation or non-renewal by the FCC of one or more
            material licenses; and

         o  the failure by Alamosa (Delaware) to make a payment, if that could
            reasonably be expected to result in the loss, termination,
            revocation, non-renewal or material impairment of any material
            licenses or otherwise result in a material adverse affect on Alamosa
            Holdings, LLC.

         The Senior Secured Credit Facility contains numerous affirmative and
         negative covenants customary for credit facilities of a similar nature,
         including, but not limited to, negative covenants imposing limitations
         on the ability of Alamosa (Delaware), Alamosa Holdings, LLC and their
         subsidiaries, and as appropriate, Alamosa Holdings, to, among other
         things (i) declare dividends or repurchase stock; (ii) prepay, redeem
         or repurchase debt; (iii) incur liens and engage in sale-leaseback
         transactions; (iv) make loans and investments; (v) incur additional
         debt, hedging agreements and contingent obligations; (vi) issue
         preferred stock of subsidiaries; (vii) engage in mergers, acquisitions
         and asset sales; (viii) engage in certain transactions with affiliates;
         (ix) amend, waive or otherwise alter material agreements or enter into
         restrictive agreements; and (x) alter the businesses they conduct.

         Pursuant to the Senior Secured Credit Facility, the Company is required
         to maintain a minimum cash balance of $10 million, and future draws are
         conditioned, among other things, on the Company maintaining a ratio of
         senior debt to net property and equipment that does not exceed 1 to 1.
         The Company is also subject to covenants with respect to the ratio of
         EBITDA to total cash interest expense. Alamosa (Delaware) is also
         subject to the following financial and statistical covenants (Stage I
         covenants), which will apply until March 31, 2003:

         o  minimum numbers of subscribers;

         o  providing coverage to a minimum number of residents;

         o  minimum service revenue;

         o  minimum EBITDA;

         o  ratio of senior debt to total capital;

         o  ratio of total debt to total capital; and

         o  maximum capital expenditures;

         After March 31, 2003, the financial and statistical covenants will be
         the following (Stage II covenants):


                                      F-23
<PAGE>


                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)


         o  ratio of senior debt to EBITDA;

         o  ratio of total debt to EBITDA;

         o  ratio of EBITDA to total fixed charges (the sum of debt service,
            capital expenditures and taxes); and

         o  ratio of EBITDA to pro forma debt service.

         Unless waived by the Senior Secured Credit Facility lenders, the
         failure of the Company, Alamosa Holdings, LLC and their subsidiaries to
         satisfy or comply with any of the financial or other covenants, or the
         occurrence of an event of default under the Senior Secured Credit
         Facility, will entitle the lenders to declare the outstanding
         borrowings under the Senior Secured Credit Facility immediately due and
         payable and exercise all or any of their other rights and remedies. Any
         such acceleration or other exercise of rights and remedies would likely
         have a material adverse effect on Alamosa Holdings, Alamosa (Delaware),
         Alamosa Holdings, LLC and their subsidiaries.

         CONSENT AND AGREEMENT FOR THE BENEFIT OF THE HOLDERS OF THE SENIOR
         SECURED CREDIT FACILITY

         Sprint entered into a consent and agreement with Citicorp, that
         modifies Sprint's rights and remedies under our affiliation agreements
         with Sprint, for the benefit of Citicorp and the holders of the Senior
         Secured Credit Facility and any refinancing thereof. The consent and
         agreement with Citicorp generally provides, among other things,
         Sprint's consent to the pledge of substantially all of our assets,
         including our rights in our affiliation agreements with Sprint, and
         that our affiliation agreements with Sprint generally may not be
         terminated by Sprint until the Senior Secured Credit Facility is
         satisfied in full pursuant to the terms of the consents and agreement.

         Subject to the requirements of applicable law, so long as the Senior
         Secured Credit Facility remains outstanding, Sprint has the right to
         purchase our operating assets or the partnership interests, membership
         interests or other equity interests of our operating subsidiaries, upon
         its receipt of notice of an acceleration of the Senior Secured Credit
         Facility, under certain terms.

         If Sprint does not purchase our operating assets or the partnership
         interests, membership interests or other equity interests of our
         operating subsidiaries after an acceleration of the obligations under
         the Senior Secured Credit Facility, then the administrative agent may
         sell the operating assets or the partnership interests, membership
         interests or other equity interests of our operating subsidiaries.

         Aggregate minimum annual principal payments due on all issues of
         long-term debt for the next five years are as follows:

                              YEARS ENDING DECEMBER 31,
                         ---------------------------------
                         2003                $      --
                         2004                   22,500
                         2005                   45,000
                         2006                   50,000
                         2007                   65,000
                         Thereafter            767,500
                                             ---------

                                             $ 950,000
                                             =========


10.      STOCKHOLDER'S EQUITY

         On October 29, 1999, Alamosa (Delaware) filed a registration statement
         with the Securities and Exchange Commission for the sale of 10,714,000
         shares of its common stock (the "Stock Offering"). The Stock Offering





                                      F-24
<PAGE>


                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)


         became effective and the shares were issued on February 2, 2000 at the
         initial price of $17.00 per share. Subsequently, the underwriters
         exercised their over-allotment option of 1,607,100 shares. The Company
         received net proceeds of approximately $193.8 million after commissions
         of $13.3 million and expenses of approximately $1.5 million. The
         proceeds of the Stock Offering were used for the build out of the
         system, to fund operating capital needs and for other corporate
         purposes.

         As described in Note 1, in December 2000, Alamosa (Delaware)'s capital
         stock was converted into shares of a new holding company. Following
         this transaction, Alamosa (Delaware)'s capital stock consisted of 9,000
         shares of common stock, par value $0.01 per share authorized and 100
         shares outstanding, and 1,000 shares of preferred stock, $0.01 par
         value per share authorized and no shares outstanding. As a result of
         this transaction, all of Alamosa (Delaware)'s common stock is owned by
         Alamosa PCS Holdings, Inc.

11.      INCOME TAXES

         Income tax expense (benefit) is comprised of the following:

                                                  YEAR ENDED DECEMBER  31,
                                           ----------------------------------
                                               2002        2001        2000
                                           -----------  ----------   --------
Current:
   U.S. Federal                            $      --    $      --    $      --
   Foreign                                        --           --           --
   State                                          --           --           --
                                           ---------    ---------    ---------

     Total current expense                        --           --           --
                                           ---------    ---------    ---------

Deferred:
   U.S. Federal                               (58,938)     (70,569)         --
   Foreign                                        --           --           --
   State                                       (8,148)      (9,872)         --
                                           ----------   ----------   ---------

     Total deferred expense (benefit)         (67,086)     (80,441)         --
                                           ----------   ----------   ---------

   Total income taxes expense (benefit)    $  (67,086)  $  (80,441)  $      --
                                           ==========   ==========   =========

         The tax effects of temporary differences that give rise to significant
         portions of the deferred tax assets and deferred tax liabilities are
         presented below:

                                                             DECEMBER  31,
                                                     --------------------------
                                                        2002            2001
                                                     ----------      ----------

         Deferred tax assets:
            Net operating loss carryforwards         $  170,791      $  101,890
            Original issue discount                      30,045          18,795
            Non-cash compensation                         1,728           1,741
            Start-up expenses                               472             781
            Deferred rent                                 1,898           2,128
            Bad debt allowance                            3,468           3,622
            Capitalized loan costs                        2,593           3,227
            Deferred revenue                                 --           1,969
            Other comprehensive income                      916             580
            Other                                         1,295             828
                                                     ----------      ----------

              Gross deferred tax assets                 213,206         135,561

         Deferred Tax liabilities:
            Intangible assets                           185,600         200,959
            Depreciation                                 45,802          25,383
            Other                                         3,510              47
                                                     ----------      ----------

         Net deferred tax assets (liabilities)          (21,706)        (90,828)
         Valuation allowance                                 --              --
                                                     ----------      ----------

         Deferred tax balance                        $  (21,706)     $  (90,828)
                                                     ==========      ==========




                                      F-25
<PAGE>

                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)

         The net deferred tax asset was fully reserved as of December 31, 2000
         because of uncertainty regarding the Company's ability to recognize the
         benefit of the asset in future years. In connection with the
         acquisitions in 2001 discussed in Note 4, a significant deferred tax
         liability was recorded. The reversal of the timing differences which
         gave rise to the deferred tax liability will allow the Company to
         benefit from the deferred tax assets. As such, the valuation allowance
         was released in 2001 with a corresponding reduction to goodwill
         associated with the acquisitions. Due to the Company's limited
         operating history and lack of positive taxable earnings it is likely
         that a valuation allowance will be established during 2003 when the
         deferred tax asset is expected to exceed the deferred tax liabilities
         recorded in 2001. Prior to February 1, 2000, the Company's predecessor
         operated as a Limited Liability Company ("LLC") under which losses for
         income tax purposes were utilized by the LLC members on their separate
         income tax returns. Subsequent to January 31, 2000, the Company became
         a C-Corp for federal income tax purposes and therefore subsequent
         losses from operations became net operating loss carryforwards of the
         Company.

         The provision for income taxes is different than the amount computed
         using the applicable statutory federal income tax rate due to the
         differences summarized below:

<TABLE>
<CAPTION>
                                                           YEAR ENDED DECEMBER 31,
                                                     ---------------------------------
                                                         2002        2001       2000
                                                     ----------   ---------   --------
<S>                                                  <C>         <C>        <C>
  Federal tax benefit at statutory rate                 (35.00)%    (35.00)%   (35.00)%
                                                     ==========   =========   ========

  Goodwill impairment                                    21.70%         --%        --%
  Other permanent differences                             0.11        2.51         --
  State taxes                                            (1.13)      (2.79)        --
  Predecessor Limited Liability Company                     --          --       1.45
  Adjustment due to increase in valuation allowance         --          --      33.40
  Other                                                   0.04       (0.02)      0.15
                                                     ----------   ---------   -------

  Provision (benefit) for income taxes                  (14.28)%    (35.30)%     0.00%
                                                     ==========   =========   =======
</TABLE>

         As of December 31, 2002, the Company has available net operating loss
         carryforwards totaling approximately $449 million which expire
         beginning in 2020. Utilization of net operating loss carryforwards may
         be limited by ownership changes which could occur in the future.


12.      SPRINT AGREEMENTS

         In accordance with the Company's affiliation agreements with Sprint,
         Sprint provides the company various services including billing,
         customer care, collections and inventory logistics. In addition, Sprint
         bills the Company for various pass-through items such as commissions to
         national retail merchants, handset subsidies on handsets activated in
         the Company's territory but not sold by the Company and long distance
         charges.

         In addition to the fees discussed above, the Company pays Sprint an
         affiliation fee equal to 8% of collected revenue as it is defined in
         the affiliate agreements. This fee is withheld from amounts collected
         from subscribers when such collections are remitted to the Company.

         Expenses reflected in the consolidated statements of operations related
         to the Sprint affiliation agreements are:

                                               YEAR ENDED DECEMBER 31,
                                        ------------------------------------
                                          2002          2001          2000
                                        ---------    ---------     ---------

Cost of service and operation           $ 219,866    $ 152,724     $  33,005
Cost of products sold                      50,974       53,911        20,524
Selling and marketing                      46,132       27,421        10,763
                                        ---------    ---------     ---------

   Total                                $ 316,972    $ 234,056     $  64,292
                                        =========    =========     =========

         In connection with the billing services provided to the Company by
         Sprint, the Company relies on Sprint to provide information as to
         monthly billing activity relative to all subscriber revenues. In
         addition, Sprint provides the information utilized for the settlement
         of all roaming revenue.



                                      F-26
<PAGE>


                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)


         The Company relies upon Sprint as a service provider to provide
         accurate information for the settlement of revenue and expense items.
         The Company makes estimates used in connection with the preparation of
         financial statements based on the financial and statistical information
         provided by Sprint. The Company assesses the accuracy of this
         information 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 in
         connection with the services provided to the Company by Sprint could
         have a material effect on the Company's financial position, results of
         operation or cash flow.


13.      RELATED PARTY TRANSACTIONS

         AGREEMENTS WITH CHR SOLUTIONS, INC. - The Company has entered into a
         number of agreements with CHR Solutions, Inc. ("CHR") to perform
         various consulting and engineering services. CHR resulted from a merger
         between Hicks & Ragland Engineering Co., Inc., and Cathey, Hutton &
         Associates, Inc. effective as of November 1, 1999. At the time the
         agreements were executed, the Company's CEO was the President and Chief
         Executive Officer of Hicks & Ragland. As of December 2000, the
         Company's CEO resigned his position on the Board of CHR, and is no
         longer an employee of CHR. Total amounts paid under the above
         agreements were $1,063, $3,596 and $6,334 for the years ended December
         31, 2002, 2001 and 2000, respectively. Amounts included in accounts
         payable for the above agreement totaled $0 and $423 at December 31,
         2002 and 2001, respectively.

         AGREEMENTS WITH TECH TELEPHONE COMPANY - The Company entered into a
         telecommunications service agreement with Tech Telephone Company
         Limited Partnership ("TechTel") to install and provide
         telecommunications lines between Sprint PCS and the Company's
         Lubbock-based operations and between the Company's Lubbock-based
         operations and other markets. TechTel is a limited partnership whose
         general partner is an entity controlled by the CEO of the Company. The
         original term of the agreement is three years, but the agreement
         automatically renews upon expiration for additional successive 30-day
         terms by either party. The Company has also entered into a distribution
         agreement with TechTel, authorizing it to become a third party
         distributor of Sprint PCS products and services for the Company in
         Lubbock, Texas. The total amount paid for these contracts was $1,157,
         $1,315 and $1,707 during the years ended December 31, 2002, 2001 and
         2000, respectively. The amounts included in accounts payable relative
         to these contracts were $89 and $92 at December 31, 2002 and 2001,
         respectively. TechTel was sold to an unrelated third party in October
         2002.


         AGREEMENTS WITH MESSRS. MICHAEL V. ROBERTS AND STEVEN C. ROBERTS

         In connection with the acquisition of Roberts, Alamosa Holdings entered
         into a number of arrangements with Messrs. Michael V. Roberts and
         Steven C. Roberts and certain companies affiliated with them as
         described in more detail below. Michael V. Roberts and Steven C.
         Roberts became directors of the Company in February 2001.

         JOINT VENTURE DEVELOPMENT AGREEMENT - On October 30, 2000, Alamosa
         Holdings entered into a joint venture development agreement with
         Messrs. Michael V. Roberts and Steven C. Roberts. Pursuant to the
         agreement, if either Mr. Michael V. Roberts or Mr. Steven C. Roberts
         undertakes an international telecommunications business venture and
         desires for Alamosa Holdings to be involved in that project, then
         before either Mr. Michael V. Roberts or Mr. Steven C. Roberts enters
         into a letter of intent or binding agreement of any nature with another
         person regarding the project, they must give Alamosa Holdings written
         notice. Alamosa Holdings has 60 days to notify them of its desire to
         participate in the project. During such 60-day period, Alamosa Holdings
         has the exclusive right with respect to the project. Promptly after
         Alamosa Holdings gives a notice of participation, Alamosa Holdings and
         either Mr. Michael V. Roberts or Mr. Steven C. Roberts must form a
         project entity and execute an agreement setting forth the terms,
         covenants, conditions and provisions for the purpose, ownership,
         management, financing and operation of the project. Unless Alamosa
         Holdings and either Mr. Michael V. Roberts or Mr. Steven C. Roberts
         agree to a different arrangement, Alamosa Holdings will have a 50%
         interest in each project entity and will have full managerial control
         of each project entity. Except as described above, neither Alamosa
         Holdings nor Messrs. Michael V. Roberts and Steven C. Roberts is
         obligated to bring to the other any opportunity to participate in a
         project or any activity, domestic or international.



                                      F-27
<PAGE>


                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)


         CONSULTING AGREEMENTS - On January 29, 2001, Alamosa Holdings entered
         into five-year consulting agreements with each of Messrs. Michael V.
         Roberts and Steven C. Roberts. The consulting agreements provide each
         of them with an annual compensation of $125, which is paid monthly.

         RIGHT OF FIRST NEGOTIATION AGREEMENT - On February 14, 2001, Alamosa
         Holdings entered into a right of first negotiation agreement with
         Roberts Tower which grants Roberts Tower a right to negotiate tower
         leases on a "build-to-suit" basis with Alamosa Holdings' present and
         future territory. During the term of the agreement, whenever Alamosa
         Holdings or one of its subsidiaries is required to "build-to-suit"
         communications towers within the present or future territories in which
         Alamosa Holdings operates, Alamosa Holdings must notify Roberts Tower
         and Roberts Tower will have the exclusive right for a period of 30 days
         to negotiate with the company to provide such towers. After such 30-day
         period, if Alamosa Holdings has not reached an agreement with Roberts
         Tower, Alamosa Holdings may obtain such tower sites from other third
         parties. The term of this agreement is five years.

         RESALE AGREEMENT - On February 14, 2001, Alamosa Holdings entered into
         a resale agreement with Messrs. Michael V. Roberts and Steven C.
         Roberts which permits Messrs. Michael V. Roberts and Steven C. Roberts
         to buy air time at a discount for resale on a basis no less favorable
         than any other similar agreement to which Alamosa Holdings may be a
         party. Messrs. Michael V. Roberts and Steven C. Roberts may resell such
         airtime anywhere such resales are permitted under applicable law. Any
         arrangement between Alamosa Holdings and Messrs. Michael V. Roberts and
         Steven C. Roberts for resales and use of air time will be subject to
         all required approvals of Sprint, Sprint Spectrum and Sprint PCS and/or
         any other applicable Sprint entities.

         MASTER LEASE AGREEMENT - On February 14, 2001, Roberts and Roberts
         Tower entered into a master lease agreement which provides for the
         lease from Roberts Tower by Roberts of certain buildings, towers, tanks
         and/or improvements thereon for the purpose of installing, operating
         and maintaining communications facilities and services thereon. The
         initial term of the master lease agreement expires in February 2006,
         and Roberts has the right to extend the initial term of the lease for
         four additional terms of five years each. The agreement provides for
         monthly payments aggregating to approximately $17 per tower per year at
         inception, subject to an annual adjustment of 4% per annum. Roberts
         subsequently assigned all of its right, title and interest in the
         master lease agreement to its wholly owned subsidiary, Alamosa Missouri
         Properties, LLC (formerly Roberts Wireless Properties, L.L.C). During
         the years ended December 31, 2002 and 2001, approximately $2,688 and
         $2,264, respectively, in rental expense was recorded under this
         agreement.

         In addition to the specific agreements discussed above, the Company
         paid $346 and $361 in 2002 and 2001, respectively, to Roberts Tower for
         other items including the lease of retail space and switching facility
         space.

         OTHER RELATED PARTY TRANSACTIONS - In November 1998, the Company
         entered into an agreement to lease space for telephone switching
         equipment in Albuquerque with SASR Limited Partnership which was then
         50% owned by one of the Company's then directors who was also a manager
         of West Texas PCS, LLC and Budagher Family LLC, two of Alamosa
         Holdings' stockholders. The lease has a term of five years with two
         optional five-year terms. The lease provides for monthly payments
         aggregating to $19 per year at inception with a 10% increase at the
         beginning of the two option periods, as well as a pro rata portion of
         real estate taxes on the property. This lease was transferred to an
         unrelated entity by SASR Limited Partnership in July, 2001. This
         director resigned from the board in 2002.

         On December 28, 1998, the Company entered into a long-term agreement to
         lease space for a retail store in Lubbock, Texas with Lubbock HLH,
         Ltd., principally owned by one of the Company's directors and the
         general manager of South Plains Advance Communications & Electronics,
         Inc. ("SPACE"). SPACE is a stockholder of Alamosa Holdings. This lease
         has a term of 15 years and provides for monthly payments subject to
         adjustment based on the Consumer Price Index on the first day of the
         sixth lease year and on the first day of the eleventh lease year.
         During the years ended December 31, 2002, 2001 and 2000, $110 per year
         in rental expense was recorded in connection with this lease. No amount
         was payable at December 31, 2002. In addition to rental, $20, $38 and
         $0 was paid to Lubbock HLH, Ltd. In 2002, 2001 and 2000, respectively,
         for taxes and other expenses related to the leased property.




                                      F-28
<PAGE>


                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)


14.      EMPLOYEE BENEFITS

         Effective November 13, 1998, the Company elected to participate in the
         NTCA Savings Plan, a defined contribution employee savings plan
         sponsored by the National Telephone Cooperative Association under
         Section 401(k) of the Internal Revenue Code. No employer contributions
         were made to this plan for the period ended December 31, 2000 or 1999.

         Effective July 1, 2000, the Company formed the Alamosa PCS
         Contributions Savings Plan ("Company Plan"), a defined contribution
         employee savings plan sponsored by the Company under Section 401(k) of
         the Internal Revenue Code. Existing balances held in the NTCA Savings
         Plan were transferred to the Company Plan on July 1, 2000 and all
         contributions to the NTCA Savings Plan ceased at that time. During the
         years ended December 31, 2002, 2001 and 2000, the Company made
         contributions of $1,058, $900 and $188, respectively to the Company
         Plan.

         In connection with the acquisition of WOW discussed in Note 4,
         employees who were formerly employees of WOW continue to participate in
         the Washington Oregon Wireless 401(k) Savings & Investment Plan, a
         defined contribution employee savings plan sponsored by the Company
         under Section 401(k) of the Internal Revenue Code. During the years
         ended December 31, 2002 and 2001, the Company made contributions of $36
         and $41, respectively, to the WOW plan. Effective January 1, 2003 the
         WOW plan was merged into the Company Plan.

         Effective March 1, 2001, Alamosa Holdings adopted the Alamosa Holdings,
         Inc. Employee Stock Purchase Plan ("ESPP"). The ESPP provides that
         eligible employees may contribute up to 10% of their earnings towards
         the purchase of Alamosa Holdings common stock. The employee per share
         purchase price is 85% of the fair market value of Alamosa Holdings
         shares on (i) the offering date or (ii) the exercise date, whichever is
         lower. During the years ended December 31, 2002 and 2001, Alamosa
         Holdings shares totaling 585,191 and 40,706, respectively, were issued
         in connection with purchases by employees under the ESPP. As of
         December 31, 2002 and 2001, 174,103 and 559,294 Alamosa Holdings shares
         were reserved for issuance under the ESPP.


15.      STOCK-BASED COMPENSATION

         The Company adopted an Incentive Stock Option Plan (the "Plan")
         effective November 12, 1999, which provides for the granting of either
         incentive stock options or nonqualified stock options to purchase
         shares of Alamosa Holdings' common stock and for other stock-based
         awards to officers, directors and key employees for the direction and
         management of the Company and to non-employee consultants and
         independent contractors. At December 31, 2002, 6,176,559 shares of
         Alamosa Holdings common stock were reserved for issuance under the
         Plan. The stock option committee of the Board of Directors of Alamosa
         Holdings administers the Plan and determines grant prices and vesting
         periods. Generally, the options under the Plan vest in varying
         increments over a three to five-year period, expire ten years from the
         date of grant and are issued at exercise prices no less than 100% of
         the fair market value of common stock at the time of the grant.

         The Company applies APB No. 25, "Accounting for Stock Issued to
         Employees" and related interpretation, in accounting for its employee
         stock options. The Company initially recorded unearned compensation
         totaling $14,963 relative to the intrinsic value of options granted.
         This amount was being recognized over the vesting period in accordance
         with FASB Interpretation No. 28 when applicable. For the year ended
         December 31, 2000, non-cash compensation of $5,651 was recognized.
         Non-cash compensation for 2001 was a negative $916 due to the
         forfeiture of unvested options. No non-cash compensation was recorded
         in 2002 relative to options as all unvested options for which unearned
         compensation had been recorded were forfeited in 2001.

         The weighted-average fair value for all stock options granted in 2000
         and 2001 was $12.18 and $9.01 per share, respectively. The
         weighted-average fair value for stock options granted during 2002 with
         an exercise price equal to the fair market value at the date of grant
         ("at the money") was $1.85 per share. The weighted-average fair value
         for stock options granted during 2002 with an exercise price greater
         than the fair market value at the date of grant ("out of the money")
         was $0.23 per share. The fair value of each stock option granted is
         estimated on the date of grant using the Black-Scholes option-pricing
         model with the following weighted-average assumptions:



                                      F-29
<PAGE>


                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)

<TABLE>
<CAPTION>
                                                         YEAR ENDED DECEMBER 31,
                                      ------------------------------------------------------------
                                              2002                 2001                  2000
                                     -------------------- --------------------- -------------
<S>                                     <C>                   <C>                   <C>
         Dividend yield                          0%                  0%                    0%
         Expected volatility                   106%                 81%                   72%
         Risk-free rate of return              3.0%                4.6%                  6.3%
         Expected life                     4.00 years           4.00 years            4.07 years
</TABLE>

         The following summarizes activity under the Company's stock option
plans:

<TABLE>
<CAPTION>
                                                                                   WEIGHTED AVERAGE EXERCISE
                                                                                ----------------------------------
                                                   NUMBER OF OPTIONS                     PRICE PER SHARE
                                         -------------------------------------  ----------------------------------
                                                  YEAR END DECEMBER 31,                 YEAR END DECEMBER 31,
                                         -------------------------------------  ----------------------------------
                                            2002          2001          2000       2002        2001         2000
                                         -----------  -----------   ----------- ----------   -----------  --------
<S>                                     <C>           <C>           <C>         <C>           <C>           <C>
         Options outstanding at
         beginning of the period         5,505,878     6,788,752     5,282,000   $   16.55  $   16.87       $12.47

         Granted:
              At the money               1,370,195       635,061     2,131,750        2.57      14.87        17.17
              Out of the money           1,500,046            --            --        0.38         --           --
         Exercised                            (250)      (15,945)     (538,748)       3.90      14.95         1.48
         Canceled/forfeited               (507,374)   (1,901,990)      (86,250)       15.20     16.85        12.35
                                         ----------   -----------   ----------- ----------   -----------  --------
         Options outstanding at the
              end of the period          7,868,495     5,505,878     6,788,752   $   11.12  $   16.55       $16.87
                                         ==========  ============  ============ ===========  =========       =====

         Options exercisable at end
              of the period              4,216,112     2,602,368    1,615,502    $   14.66  $   16.33       $16.75
                                         ==========  ============ ============  ===========  =========       =====

</TABLE>

         The following table summarizes information for stock options at
         December 31, 2002:

<TABLE>
<CAPTION>
                                             OUTSTANDING                                EXERCISABLE
                           ------------------------------------------------     ----------------------------
                                            WEIGHTED                                             WEIGHTED
                                            AVERAGE          REMAINING                            AVERAGE
   RANGE OF EXERCISE       NUMBER OF        EXERCISE        CONTRACTUAL         NUMBER OF        EXERCISE
        PRICES              OPTIONS          PRICE             LIFE              OPTIONS           PRICE
 ----------------------    -----------    -------------    --------------      ------------    ------------
<S>             <C>         <C>           <C>                <C>                <C>           <C>
 $    0.23        0.33         322,812      $   0.29           9.8                 138,850       $    0.24
      0.38        0.45       1,521,546          0.38           9.8                 120,006            0.38
      0.84        1.25         391,741          0.91           9.4                  64,666            1.19
      1.41        1.42          85,833          1.42           8.6                  85,833            1.42
      3.52        5.04         522,543          4.90           9.3                 172,240            4.65
      6.46        8.00          29,610          7.68           8.2                  17,590            8.00
     10.25       15.31         678,078         13.39           7.8                 370,189           13.04
     15.67       23.25       4,247,332         17.10           6.4               3,219,138           17.09
     26.25       28.50          69,000         26.87           7.6                  27,600       $   26.87
                           -----------     ---------       -------              ----------      ----------
 $    0.23       28.50       7,868,495      $  11.12           7.7               4,216,112       $   14.66
                           ===========     =========       =======              ==========      ==========
</TABLE>


16.      FAIR VALUE OF FINANCIAL INSTRUMENTS

         The carrying amounts of cash, accounts payable, and accrued expenses
         approximate fair value because of the short maturity of these items.

         The carrying amount of the Senior Secured Credit Facility approximates
         fair value at December 31, 2002 because the interest rate changes with
         market interest rates.




                                      F-30
<PAGE>


                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)


         Selected information related to the Company's senior notes is a
follows:

                                                   DECEMBER 31,
                                             -------------------------
                                                2002         2001
                                             ----------    -----------

         Book value                          $  668,862    $   637,207
         Fair value                             187,500        629,500
                                             ----------    -----------

         Net unrecognized gain               $  481,362    $     7,707
                                             ==========    ===========

         The Company adopted the provisions of SFAS No. 133, "Accounting for
         Derivatives and Hedging Activities," effective January 1, 2001. This
         statement requires that all derivatives be recorded on the balance
         sheet at fair value. If the derivative is a hedge, depending on the
         nature of the hedge, changes in the fair value of the derivatives are
         either recognized in earnings or are recognized in other comprehensive
         income until the hedged item is recognized in earnings.

         In order to manage interest costs and exposure to changing interest
         rates, the Company enters into interest rate hedges to hedge exposure
         to variable interest rates on a portion of the Senior Secured Credit
         Facility. At December 31, 2002, the Company had entered into the
         following interest rate swaps.

                                                              FAIR VALUE
          INSTRUMENT            NOTIONAL    TERM            AT DECEMBER 31,
          ----------            --------    ----       ---------------------
                                                          2002         2001
                                                       -----------   -------
  4.9475% Interest rate swap     $21,690   3 years     $   (1,121)   $  (650)
  4.9350% Interest rate swap     $28,340   3 years         (1,385)      (865)
                                                       ----------    -------

                                                       $   (2,506)   $(1,515)
                                                       ==========    =======

         These swaps are designated as cash flow hedges such that the fair value
         is recorded as a liability in the consolidated balance sheets with
         changes in fair value (net of tax) shown as a component of other
         comprehensive income.

         The Company also maintains an interest rate collar with the following
         terms:


                                                                  FAIR VALUE
                                                                 AT DECEMBER 31,
NOTIONAL    MATURITY    CAP STRIKE PRICE    FLOOR STRIKE PRICE   2002      2001
--------    --------   -----------------   ------------------- ---------  -----
$28,340    5/15/2004         7.00%               4.12%         $ (1,112)  $(656)

         This collar does not receive hedge accounting treatment such that the
         fair value is reflected as a liability in the consolidated balance
         sheets and the decrease in fair value of $456 and $656 has been
         reflected as an increase to interest expense for the years ended
         December 31, 2002 and 2001, respectively.

         Approximately $2,188 and $1,286 in settlements under the above hedging
         instruments are included in interest expense for the years ended
         December 31, 2002 and 2001, respectively.

         In addition to the swaps and collar discussed above, the Company
         purchased an interest rate cap in February 2002 with a notional amount
         of $5,000 and a strike price of 7.00%. This cap does not receive hedge
         accounting treatment and the fair value reflected in the consolidated
         balance sheet is less than $1.

         These fair value estimates were obtained from the institutions the
         Company entered into the agreements with and are subjective in nature
         and involve uncertainties and matters of considerable judgment and
         therefore, cannot be determined with precision. Changes in assumptions
         could significantly affect these estimates.




                                      F-31
<PAGE>


                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)


17.      COMMITMENTS AND CONTINGENCIES

         EMPLOYMENT AGREEMENTS - On October 14, 1998, the then Board of Members
         of the Company approved an Incentive Ownership Plan. The plan consisted
         of 3,500 units comprised of 1,200 Series 8, 1,150 Series 15 and 1,150
         Series 25 units. The exercise price for each series was based on a
         pre-defined strike price which increased by an annual rate of 8%, 15%
         or 25% compounded monthly beginning July 1, 2000. The initial exercise
         prices were $564.79, $623.84 and $711.88 for Series 8, Series 15 and
         Series 25 options, respectively. Each unit provided the holder an
         option to purchase an interest in the Company. Vested units could have
         been exercised any time from July 1, 2000 to December 31, 2006.

         On October 29, 1998, under an employment agreement with the Company's
         then Chief Technology Officer, 300 units were granted under this plan.
         The options to acquire membership interests described above were to be
         exchanged for options to acquire an equivalent number of common shares:
         48,500 at $1.13 per share, 48,500 at $1.25 per share and 48,500 at
         $1.42 per share. Effective as of the IPO, these options were converted
         into options of the Company and were amended such that the original
         options with exercise prices that increased by an annual rate of 8%,
         15%, or 25% (compounded monthly beginning July 1, 2000) were exchanged
         for options to purchase an equivalent number of common shares at fixed
         exercise prices equal to $1.13, $1.25 and $1.42 per share, which would
         not increase over the term of the options. These amendments resulted in
         a new measurement date. The Company recorded compensation expense
         totaling $2,096 in connection with these options. Compensation expense
         recorded for the year ended December 31, 2000 was $836. No compensation
         expense was recorded in 2001 or 2002.

         Effective October 1, 1999, the Company entered into a three-year
         employment agreement with its Chief Executive Officer ("CEO"), and
         Chairman of the Board. In addition, in December 1999, the Company
         granted options to the CEO to acquire 242,500 common shares at an
         exercise price of $1.15 per share which vested immediately prior to the
         completion of the initial public offering and 1,455,000 shares at an
         exercise price equal to the initial public offering price which vest
         33% per year beginning September 30, 2000. The options expire January
         5, 2009. The Company recognized compensation expense of $3,116 related
         to the 242,500 options issued with an exercise price below the initial
         public offering price over the options vesting period. Compensation
         expense recorded for the year ended December 31, 2000 was $2,765. No
         compensation expense was recorded in 2001 or 2002. Alamosa Holdings
         entered into a new employment agreement with its CEO and Chairman of
         the Board on October 1, 2002 as discussed below.

         On October 2, 1998, the Company entered into an employment agreement
         with its then Chief Operating Officer ("COO"). The agreement provided
         for the granting of stock options in three series. The initial exercise
         price was determined based on the following formula: $48,500, committed
         capital at September 30, 1998, multiplied by the percentage interest
         represented by the option exercised. The exercise price for each series
         increased by an annual rate of 8%, 15% or 25% compounded monthly
         beginning at the date of grant as specified by the agreement. Options
         could be exercised any time from January 1, 2004 to January 5, 2008.
         The options vested over a three-year period. During 1998, one option
         from each series was granted under this agreement. The options to
         acquire membership interests described above were to be exchanged for
         options in Holdings to acquire an equivalent number of common shares:
         242,500 at $1.08 per share, 242,500 at $1.15 per share and 242,500 at
         $1.25 per share. Effective December 1999, the Company amended the COO's
         options such that each of the COO's three series of original options
         were exchanged for two options to acquire a total of 1,697,500 shares
         of common stock. The first option to acquire 242,500 shares of common
         stock had a fixed exercise price of $1.15 per share and vested
         immediately prior to completion of the initial public offering. The
         second option to acquire 1,455,000 shares of common stock had an
         exercise price equal to the initial public offering price and vested
         25% per year beginning September 30, 2000. The expiration date of all
         of the COO's options was extended from January 5, 2008 to January 5,
         2009. These amendments resulted in a new measurement date. The Company
         was to record compensation expense totaling $9,341 in connection with
         these options. Compensation expense recorded for the year ended
         December 31, 2000 was $1,640. This individual left the Company in
         January 2001 and forfeited all unexercised options. As such,
         compensation expense in 2001 was negative $916 due to the forfeiture of
         these option. The former COO initiated litigation against the Company
         in 2002 as discussed under "Litigation" below. No compensation expense
         was recorded in 2002.



                                      F-32
<PAGE>


                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)


         Effective December 1, 1999, the Company entered into a five-year
         employment agreement with its Chief Financial Officer ("CFO"). In
         addition, the Company granted the CFO options to purchase 1,455,000
         shares at the initial public offering price and that will expire
         January 5, 2009. There is no compensation cost related to these
         options. Alamosa Holdings entered into a new employment agreement with
         its CFO and other executives on October 1, 2002 as discussed below.

         Effective October 1, 2002, Alamosa Holdings entered into employment
         agreements with its CEO, CFO, Chief Technology Officer ("CTO"), Chief
         Marketing Officer ("CMO") and Senior Vice President of Corporate
         Finance ("SVP"). The terms of the agreements were five years for the
         CEO and three years for the other officers. In connection with these
         employment agreements, options were granted to the executives to
         acquire a total of 1,700,000 Alamosa Holdings common shares at an
         exercise price equal to the fair market value at the date of grant such
         that no compensation expense was recognized in connection with these
         options. These options vest over the terms of the respective
         agreements.

         In addition to the option grants, the respective executives were also
         awarded a total of 700,000 shares of restricted Alamosa Holdings stock
         for which the Company received $0.01 per share at the date of grant.
         These restricted shares vest over a three year period and compensation
         expense will be recorded during the vesting period totaling $224.

         Effective December 1, 2002, Alamosa Holdings entered into an employment
         agreement with its Chief Operating Officer ("COO"). The terms of this
         agreement are similar to the October 1, 2002 agreements entered into
         with the other officers of the Company. The length of the agreement is
         three years. Options to acquire 300,000 Alamosa Holdings common shares
         were awarded with an exercise price equal to the fair market value at
         the date of grant. Alamosa Holdings restricted stock totaling 100,000
         shares were awarded that vest over a three year period for which the
         Company received $0.01 per share. Compensation expense of $99 will be
         recognized over the vesting period.

         LITIGATION - Alamosa PCS Holdings, Inc. 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
         Alamosa PCS Holdings, Inc. 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
         Securities and Exchange Commission 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 Alamosa PCS Holdings, Inc. shares in
         the aftermarket at pre-determined prices.

         On February 19, 2003, the Court granted motions by Alamosa PCS
         Holdings, Inc. and 115 other issuers to dismiss the the claims under
         Rule 10b-5 of the Exchange Act which had been asserted against them.
         The Court denied the motions by Alamosa PCS Holdings, Inc. 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.

         On January 23, 2001, Jerry Brantley, then President and COO of the
         Company, terminated his employment with the Company at the unanimous
         request of the board of directors. On April 29, 2002, Mr. Brantley
         initiated litigation against Alamosa PCS Holdings, Inc. and the
         Chairman of the Company, David E. Sharbutt in the District Court of
         Lubbock County, Texas, 22nd Judicial District, alleging wrongful
         termination among other things. On September 27, 2002, the Court
         entered an Agreed Order Compelling Arbitration. The parties are in the
         process of selecting a panel of three arbitrators. The Company believes
         that there is no basis for Mr. Brantley's claim and intends to
         vigorously defend the lawsuit.

         On January 8, 2003 a claim was made against Alamosa Holdings by
         Southwest Antenna and Tower, Inc. ("SWAT") in the Second Judicial
         District Court, County of Bernalillo, State of New Mexico, for monies
         due on



                                      F-33
<PAGE>


                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)


         an open account. SWAT seeks to recover approximately $1.6 million from
         the Company relative to work performed by SWAT during 2000 for Roberts
         Wireless Communications, LLC which was acquired by the Company in the
         first quarter of 2001. The Company is in the process of gathering
         information relative to this claim and has recorded an estimated
         liability relative to this contingency in the consolidated financial
         statements at December 31, 2002.

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


18.      QUARTERLY RESULTS OF OPERATIONS (UNAUDITED)

         The quarterly results of operations (unaudited) for 2001 and 2002 by
         quarter are as follows:

<TABLE>
<CAPTION>
                                                                        QUARTER ENDED
                                                 ---------------------------------------------------------
                                                    MARCH 31      JUNE 30      SEPTEMBER 30   DECEMBER 31
                                                 ------------- -------------  -------------- -------------
                                                         (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                              <C>            <C>            <C>           <C>
 2001:
      Net sales                                  $   45,835     $   83,535     $   107,874   $   119,895
      Operating loss                                (28,791)       (34,303)        (38,622)      (50,610)
      Net loss                                      (27,431)       (34,336)        (37,712)      (47,944)

 2002:
      Net sales                                  $  128,387     $  130,789     $   147,428   $   149,088
      Operating loss                                (21,754)       (21,302)       (313,173)      (14,215)
      Net loss                                      (28,133)       (28,736)       (320,847)      (25,046)
</TABLE>

         As discussed in Note 7, the Company recorded a charge relative to its
         first annual impairment test of goodwill under SFAS 142 in the third
         quarter of 2002. The amount of this charge was $291,635 and is
         reflected in the operating loss for the third quarter of 2002.


19.      GUARANTOR FINANCIAL STATEMENTS

         Set forth below are consolidating financial statements of the issuer
         and grantor subsidiaries and Alamosa Operations, Inc. ("Operations")
         which is the Company's non-guarantor subsidiary (the "Non-Guarantor
         Subsidiary") of the 12 7/8% Senior Discounts Notes, the 12 1/2% Senior
         Notes and the 13 5/8% Senior Notes as of December 31, 2002 and 2001 and
         for the years ended December 31, 2002, 2001 and 2000. Separate
         financial statements of each guarantor subsidiary have not been
         provided because management has determined that they are not material
         to investors.



                                      F-34
<PAGE>


                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)


19.      GUARANTOR FINANCIAL STATEMENTS (CONTINUED)

                           CONSOLIDATING BALANCE SHEET
                             AS OF DECEMBER 31, 2002
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                Guarantor       Non-Guarantor
                                                Issuer        Subsidiaries       Subsidiary       Eliminations       Consolidated
                                             -------------    --------------    -------------    --------------    -----------------
ASSETS
<S>                                          <C>              <C>               <C>                 <C>              <C>
Current Assets:
   Cash and cash equivalents                 $    17,821      $     42,681      $         23        $         --     $    60,525
   Short term investments                             --                --                --                  --              --
   Restricted cash                                34,725                --                --                  --          34,725
   Customer accounts receivable, net                  --            27,926                --                  --          27,926
   Receivable from Sprint                             --            30,322                --                  --          30,322
   Interest receivable                               973                --                --                  --             973
   Intercompany receivable                        93,191               587               394             (94,172)             --
   Inventory                                          --             7,410                --                  --           7,410
   Investment in subsidiary                      656,369                --                --            (656,369)             --
   Prepaid expenses and other assets                  --             7,239                --                  --           7,239
   Deferred customer acquisition costs                --             7,312                --                  --           7,312
   Deferred tax asset                                 --             5,988                --                  --           5,988
                                             -----------      ------------      ------------        ------------     -----------
       Total current assets                      803,079           129,465               417            (750,541)        182,420

Notes receivable                                      --            35,005                --             (35,005)             --
Property and equipment, net                           --           458,946                --                  --         458,946
Debt issuance costs, net                          20,484            12,867                --                  --          33,351
Intangible assets, net                                --           488,421                --                  --         488,421
Other noncurrent assets                               --             7,802                --                  --           7,802
                                             -----------      ------------      ------------        ------------     -----------
       Total assets                          $   823,563      $  1,132,506      $        417        $   (785,546)    $ 1,170,940
                                             ===========      ============      ============        ============     ===========

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
   Accounts payable                          $        --      $     27,203      $         --        $         --     $    27,203
   Accrued expenses                                    3            34,900                --                  --          34,903
   Payable to Sprint                                  --            24,649                --                  --          24,649
   Interest payable                               20,685             1,557                --                  --          22,242
   Deferred revenue                                   --            18,901                --                  --          18,901
   Intercompany payable                              587            93,585                --             (94,172)             --
   Current installments of capital
      leases                                          --             1,064                --                  --           1,064
                                             -----------      ------------      ------------        ------------     -----------
       Total current liabilities                  21,275           201,859                --             (94,172)        128,962

Capital lease obligations                             --             1,355                --                  --           1,355
Other noncurrent liabilities                          --            45,646                --             (35,005)         10,641
Senior secured debt                                   --           200,000                --                  --         200,000
12 7/8% senior discounts notes                   268,862                --                --                  --         268,862
12 1/2% senior notes                             250,000                --                --                  --         250,000
13 5/8% senior notes                             150,000                --                --                  --         150,000
Deferred tax liability                                --            27,694                --                  --          27,694
                                             -----------      ------------      ------------        ------------     -----------
       Total liabilities                         690,137           476,554                --            (129,177)      1,037,514
                                             -----------      ------------      ------------        ------------     -----------

Stockholder's Equity:
   Preferred stock                                    --                --                --                  --              --
   Common stock                                       --               485                --                (485)             --
   Additional paid-in capital                    799,403         1,162,593            (4,000)         (1,158,593)        799,403
   Accumulated (deficit) earnings               (664,133)         (505,282)            4,417             500,865        (664,133)
   Unearned compensation                            (294)             (294)               --                 294            (294)
   Accumulated other comprehensive
      income, net of tax                          (1,550)           (1,550)               --               1,550          (1,550)
                                             -----------      ------------      ------------        ------------     ------------
       Total stockholder's equity                133,426           655,952               417            (656,369)        133,426
                                             -----------      ------------      ------------        ------------     -----------
       Total liabilities and stockholder's
            equity                           $   823,563      $  1,132,506      $        417        $   (785,546)    $ 1,170,940
                                             ===========      ============      ============        ============     ===========

</TABLE>



                                      F-35
<PAGE>


                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)


19.      GUARANTOR FINANCIAL STATEMENTS (CONTINUED)

                      CONSOLIDATING STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2002
                             (DOLLARS IN THOUSANDS)


<TABLE>
<CAPTION>
                                                                Guarantor        Non-Guarantor
                                               Issuer          Subsidiaries       Subsidiary       Eliminations       Consolidated
                                           ---------------    ---------------    -------------    --------------    ----------------
<S>                                      <C>                <C>                 <C>                <C>               <C>
Revenues:
       Subscriber revenues                 $        --        $   391,927         $         --       $       --        $    391,927
       Roaming revenues                             --            139,843                   --               --             139,843
                                           -----------        -----------         ------------       ----------        ------------

         Service revenues                           --            531,770                   --               --             531,770
       Product sales                                --             23,922                   --               --              23,922
                                           -----------        -----------         ------------       ----------        ------------
         Total revenue                              --            555,692                   --               --             555,692

Costs and expenses:
       Cost of services and operations              --            343,468                   --               --             343,468
       Cost of products sold                        --             50,974                   --               --              50,974
       Selling and marketing                        --            119,059                   --               --             119,059
       General and  administrative
          expenses                                 162             14,497                   (3)              --              14,656
       Depreciation and amortization                --            105,121                   --               --             105,121
       Impairment of goodwill                       --            291,635                   --               --             291,635
       Impairment of property and
          equipment                                 --              1,194                   --               --               1,194

       Non-cash compensation                        --                 29                   --               --                  29
                                           -----------        -----------         ------------       ----------        ------------
         Income (loss) from operations            (162)          (370,285)                   3               --            (370,444)
Equity in loss of subsidiaries                (319,154)                --                   --          319,154                  --
Interest and other income                        2,261              1,110                   88               --               3,459
Interest expense                               (85,707)           (17,156)                  --               --            (102,863)
                                           -----------        -----------         ------------       ----------        ------------

       Income (loss) before income tax
         Benefit                              (402,762)          (386,331)                  91          319,154            (469,848)
Income tax benefit                                  --             67,086                   --               --              67,086
                                           -----------        -----------         ------------       ----------        ------------

       Net income (loss)                   $  (402,762)       $  (319,245)        $         91       $  319,154        $   (402,762)
                                           ===========        ===========         ============       ==========        ============
</TABLE>





                                      F-36
<PAGE>


                            ALAMOSA (DELAWARE), INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)
                     (DOLLARS IN THOUSANDS, EXCEPT AS NOTED)


19.    GUARANTOR FINANCIAL STATEMENTS (CONTINUED)

                      CONSOLIDATING STATEMENT OF CASH FLOWS
                      FOR THE YEAR ENDED DECEMBER 31, 2002
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                       Guarantor       Non-Guarantor
                                                      Issuer          Subsidiaries      Subsidiary     Eliminations     Consolidated
                                                   --------------    ---------------   -------------  --------------    ------------
<S>                                                 <C>               <C>               <C>             <C>             <C>
Cash flows from operating activities:
Net income (loss)                                  $  (402,762)     $  (319,245)      $        91     $   319,154     $   (402,762)
Adjustments  to reconcile  net income (loss) to
   net cash  provided  by (used  in) operating
       activities:
   Equity in loss of subsidiaries                      319,154               --                --        (319,154)              --
   Non-cash compensation expense                            --               29                --              --               29
   Non-cash interest on derivatives                         --              464                --              --              464
   Provision for bad debt                                   --           40,285                --              --           40,285
   Depreciation and amortization of property
       and equipment                                        --           64,702                --              --           64,702
   Amortization of intangibles                              --           40,419                --              --           40,419
   Amortization of financing costs included in
       interest expense                                  1,969            2,290                --              --            4,259
   Amortization of discounted interest                     395               --                --              --              395
   Deferred tax benefit                                     --          (67,086)               --              --          (67,086)
   Interest accreted on discount note                   31,655               --                --              --           31,655
   Impairment of property and equipment                     --            1,194                --              --            1,194
   Impairment of goodwill                                   --          291,635                --              --          291,635
   Loss from asset disposition                              --               41                --              --               41
   (Increase) decrease in:
      Receivables                                        1,420          (46,656)               --              --          (45,236)
      Inventory                                             --           (2,608)               --              --           (2,608)
      Prepaid expenses and other assets                     16           (6,456)               --              --           (6,440)
   Increase (decrease) in:
      Accounts payable and accrued expenses               (720)          23,825                --              --           23,105
                                                   -----------      -----------       -----------     -----------     ------------
      Net cash provided by (used in) operating
      Activities                                       (48,873)          22,833                91              --          (25,949)
                                                   -----------      -----------       -----------     -----------     ------------

Cash flows from investing activities:
   Proceeds from sale of assets                             --              451                --              --              451
   Purchases of property and equipment                      --          (89,476)               --              --          (89,476)
   Intercompany receivable                              15,951             (868)          (15,083)             --               --
   Acquisition related costs                                --               58                --              --               58
   Net change in short term investments                  1,300               --                --              --            1,300
                                                   -----------      -----------       -----------     -----------     ------------
      Net cash provided by (used in) investing
      activities                                        17,251          (89,835)          (15,083)             --          (87,667)
                                                   -----------      -----------       -----------     -----------     ------------

Cash flows from financing activities:
   Capital distributions                                (1,213)              --                --              --           (1,213)
   Borrowings under senior secured debt                     --           12,838                --              --           12,838
   Debt issuance cost                                       --           (1,351)               --              --           (1,351)
   Payments on capital leases                               --             (773)               --              --             (773)
   Change in restricted cash                            48,115           11,853                --              --           59,968
                                                   -----------      -----------       -----------     -----------     ------------
      Net cash provided by financing activities         46,902           22,567                                --           69,469
                                                   -----------      -----------       -----------     -----------     ------------

      Net increase (decrease) in cash and
      cash equivalents                                  15,280          (44,435)          (14,992)             --          (44,147)
Cash and cash equivalents at beginning of period         2,541           87,116            15,015              --          104,672
                                                   -----------      -----------       -----------     -----------     ------------
Cash and cash equivalents at end of period         $    17,821      $    42,681       $        23     $        --     $     60,525
                                                   ===========      ===========       ===========     ===========     ============
</TABLE>


                                      F-37
<PAGE>


                             ALAMOSA (DELAWARE), INC

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

19.      GUARANTOR FINANCIAL STATEMENTS (CONTINUED)

                           CONSOLIDATING BALANCE SHEET
                             AS OF DECEMBER 31, 2001
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>

                                                                  Guarantor       Non-Guarantor
                                                  Issuer        Subsidiaries       Subsidiary       Eliminations      Consolidated
                                               -------------    --------------    -------------    --------------    ---------------
<S>                                              <C>              <C>              <C>             <C>               <C>
ASSETS
Current Assets:
   Cash and cash equivalents                   $     2,541      $     87,116      $     15,015        $         --     $   104,672
   Short term investments                            1,300                --                --                  --           1,300
   Restricted cash                                  51,687                --                --                  --          51,687
   Customer accounts receivable, net                    --            38,717                --                  --          38,717
   Receivable from Sprint                               --            13,160                --                  --          13,160
   Interest receivable                               2,393                --                --                  --           2,393
   Intercompany receivable                         109,140                --                --            (109,140)             --
   Inventory                                            --             4,802                --                  --           4,802
   Investment in subsidiary                        975,523                --                --            (975,523)             --
   Prepaid expenses and other assets                    16             4,733                --                  --           4,749
   Deferred customer acquisition costs                  --             5,181                --                  --           5,181
   Deferred tax asset                                   --             8,112                --                  --           8,112
                                               -----------      ------------      ------------        ------------     -----------
       Total current assets                      1,142,600           161,821            15,015          (1,084,663)        234,773

Notes receivable                                        --            35,005                --             (35,005)             --
Property and equipment, net                             --           455,695                --                  --         455,695
Debt issuance costs, net                            22,848            13,806                --                  --          36,654
Restricted cash                                     31,153            11,853                --                  --          43,006
Goodwill, net                                           --           293,353                --                  --         293,353
Intangible assets, net                                  --           528,840                --                  --         528,840
Other noncurrent assets                                 --             6,087                --                  --           6,087
                                               -----------      ------------      ------------        ------------     -----------
       Total assets                            $ 1,196,601      $  1,506,460      $     15,015        $ (1,119,668)    $ 1,598,408
                                               ===========      ============      ============        =============    ===========

LIABILITIES AND STOCKHOLDER'S EQUITY
Current Liabilities:
   Accounts payable                            $        --      $     44,012      $         --        $         --     $    44,012
   Accrued expenses                                    723            28,568                --                  --          29,291
   Payable to Sprint                                    --            16,133                --                  --          16,133
   Interest payable                                 20,685             1,438                --                  --          22,123
   Deferred revenue                                     --            15,479                --                  --          15,479
   Intercompany payable                                 --            94,451            14,689            (109,140)             --
   Current installments of capital leases               --               596                --                  --             596
                                               -----------      ------------      ------------        ------------     -----------
       Total current liabilities                    21,408           200,677            14,689            (109,140)        127,634

Capital lease obligations                               --             1,983                --                  --           1,983
Other noncurrent liabilities                            --            42,501                --             (35,005)          7,496
Senior secured debt                                     --           187,162                --                  --         187,162
12 7/8% senior discounts notes                     237,207                --                --                  --         237,207
12 1/2% senior notes                               250,000                --                --                  --         250,000
13 5/8% senior notes                               150,000                --                --                  --         150,000
Deferred tax liability                                  --            98,940                --                  --          98,940
                                               -----------      ------------      ------------        ------------     -----------
       Total liabilities                           658,615           531,263            14,689            (144,145)      1,060,422
                                               -----------      ------------      ------------        ------------     -----------

Stockholder's Equity:
   Preferred stock                                      --                --                --                  --              --
   Common stock                                         --               485                --                (485)             --
   Additional paid-in capital                      800,293         1,161,685            (4,000)         (1,157,685)        800,293
   Accumulated (deficit) earnings                 (261,371)         (186,037)            4,326             181,711        (261,371)
   Accumulated other comprehensive income, net
     of tax                                           (936)             (936)               --                 936            (936)
                                               -----------      ------------      ------------        ------------     ------------
       Total stockholder's equity                  537,986           975,197               326            (975,523)        537,986
                                               -----------      ------------      ------------        ------------     -----------
       Total liabilities and stockholder's
       equity                                  $ 1,196,601       $ 1,506,460      $     15,015        $ (1,119,668)    $ 1,598,408
                                               ===========      ============      ============        ============     ===========
</TABLE>

                                      F-38
<PAGE>

                             ALAMOSA (DELAWARE), INC

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

19.      GUARANTOR FINANCIAL STATEMENTS (CONTINUED)

                      CONSOLIDATING STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2001
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                  Guarantor     Non-Guarantor
                                                 Issuer         Subsidiaries     Subsidiary      Eliminations       Consolidated
                                             ---------------    --------------  -------------    -------------     ----------------
<S>                                         <C>                   <C>              <C>           <C>                <C>
Revenues:
       Subscriber revenues                   $         --       $   231,145      $         --      $         --       $    231,145
       Roaming revenues                                --            99,213                --                --             99,213
                                             ------------       -----------      ------------      ------------       ------------

         Service revenues                              --           330,358                --                --            330,358
       Product sales                                   --            26,781                --                --             26,781
                                             ------------       -----------      ------------      ------------       ------------
         Total revenue                                 --           357,139                --                --            357,139

Costs and expenses:
       Cost of services and operations                 --           237,843                --                --            237,843
       Cost of products sold                           --            53,911                --                --             53,911
       Selling and marketing                           --           110,052                --                --            110,052
       General and administrative expenses            795            13,046                12                --             13,853
       Depreciation and amortization                   --            94,722                --                --             94,722
       Non-cash compensation                           --              (916)               --                --               (916)
                                             ------------       -----------      ------------      ------------       ------------
         Loss from operations                        (795)         (151,519)              (12)               --           (152,326)
Equity in loss of subsidiaries                    (85,128)               --                --            85,128                 --
Loss on debt extinguishment                            --            (5,472)               --                --             (5,472)
Interest and other income                           3,797             5,435             2,432                --             11,664
Interest expense                                  (65,297)          (16,433)               --                --            (81,730)
                                             ------------       -----------      ------------      ------------       ------------

     Income (loss) before income
       tax benefit                               (147,423)         (167,989)            2,420            85,128           (227,864)
Income tax benefit                                     --            80,441                --                --             80,441
                                             ------------       -----------      ------------      ------------       ------------

       Net income (loss)                     $   (147,423)      $   (87,548)     $      2,420      $     85,128       $   (147,423)
                                             ============       ===========      ============      ============       ============
</TABLE>


                                      F-39


<PAGE>


                             ALAMOSA (DELAWARE), INC

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

19.    GUARANTOR FINANCIAL STATEMENTS (CONTINUED)

                      CONSOLIDATING STATEMENT OF CASH FLOWS
                      FOR THE YEAR ENDED DECEMBER 31, 2001
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                         Guarantor     Non-Guarantor
                                                        Issuer          Subsidiaries    Subsidiary      Eliminations    Consolidated
                                                   --------------     --------------- -------------   ---------------   ------------
<S>                                                <C>                  <C>             <C>              <C>             <C>
Cash flows from operating activities:
Net income (loss)                                   $   (147,423)     $   (87,548)    $     2,420      $    85,128     $   (147,423)
Adjustments to reconcile net income (loss) to
   net cash provided by (used in) operating
         activities:
   Equity in loss of subsidiaries                         85,128               --              --          (85,128)              --
   Non-cash compensation expense                              --             (916)             --               --             (916)
   Non-cash interest on derivatives                           --              656              --               --              656
   Provision for bad debt                                     --           17,490              --               --           17,490
   Depreciation and amortization of property
       and equipment                                          --           45,963              --               --           45,963
   Amortization of goodwill and intangibles                   --           48,759              --               --           48,759
   Amortization of financing costs included in
       interest expense                                    1,529            1,745              --               --            3,274
   Amortization of discounted interest                       165               --              --               --              165
   Loss on debt extinguishment                                --            5,472              --               --            5,472
   Deferred tax benefit                                       --          (80,441)             --               --          (80,441)
   Interest accreted on discount note                     27,927               --              --               --           27,927
   Loss from asset disposition                                --              102              --               --              102
   (Increase) decrease  in, net of effects from
      acquisitions:
      Receivables                                             --          (48,795)            900               --          (47,895)
      Inventory                                               --            1,275              --               --            1,275
      Prepaid expenses and other assets                      926           (8,627)          1,046               --           (6,655)
   Increase (decrease) in, net of effects from
      acquisitions:
      Accounts payable and accrued expenses               20,845           (2,212)            (39)              --           18,594
                                                    ------------      -----------     -----------      -----------     ------------
      Net cash provided by (used in) operating
         activities                                      (10,903)        (107,077)          4,327               --         (113,653)
                                                    ------------      -----------     -----------      -----------     ------------

Cash flows from investing activities:
   Purchases of property and equipment                        --         (143,731)             --               --         (143,731)
   Intercompany receivable                               (96,907)          98,790          (1,883)              --               --
   Equity investment in subsidiary                      (302,777)              --          (4,000)         306,777               --
   Equity investment from parent                              --          306,777              --         (306,777)              --
   Repayment (issuance) of notes receivable                   --               --          11,860               --           11,860
   Acquisition related costs                                  --          (37,617)             --               --          (37,617)
   Net change in short term investments                      300               --              --               --              300
                                                    ------------      -----------     -----------      -----------     ------------
      Net cash provided by (used in) investing
         activities                                     (399,384)         224,219           5,977               --         (169,188)
                                                    ------------      -----------     -----------      -----------     ------------

Cash flows from financing activities:
   Proceeds from issuance of senior notes                384,046               --              --               --          384,046
   Capital contributions                                      --            9,665              --               --            9,665
   Borrowings under senior secured debt                       --          253,000              --               --          253,000
   Repayments of borrowings under senior
         secured debt                                         --         (289,421)             --               --         (289,421)
   Debt issuance cost                                     (2,381)         (14,122)             --               --          (16,503)
   Payments on capital leases                                 --             (349)             --               --             (349)
   Change in restricted cash                             (82,840)         (11,853)             --               --          (94,693)
                                                    ------------      -----------     -----------      -----------     ------------
      Net cash provided by (used in) financing
         activities                                      298,825          (53,080)             --               --          245,745
                                                    ------------      -----------     -----------      -----------     ------------

      Net increase (decrease) in cash and
         cash equivalents                               (111,462)          64,062          10,304               --          (37,096)
Cash and cash equivalents at beginning of period         114,003           23,054           4,711               --          141,768
                                                    ------------      -----------     -----------      -----------     ------------

Cash and cash equivalents at end of period          $      2,541      $    87,116     $    15,015      $        --     $    104,672
                                                    ============      ===========     ===========      ===========     ============
</TABLE>


                                      F-40
<PAGE>

                             ALAMOSA (DELAWARE), INC

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


19.      GUARANTOR FINANCIAL STATEMENTS (CONTINUED)

                      CONSOLIDATING STATEMENT OF OPERATIONS
                      FOR THE YEAR ENDED DECEMBER 31, 2000
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                  Guarantor        Non-Guarantor
                                                 Issuer         Subsidiaries        Subsidiary      Eliminations     Consolidated
                                             ---------------    --------------     -------------    -------------   ----------------
<S>                                           <C>                <C>                <C>                <C>           <C>
Revenues:
    Subscriber revenues                      $         --       $    56,154         $         --      $        --      $     56,154
    Roaming revenues                                   --            17,346                   --               --            17,346
                                             ------------       -----------         ------------      -----------      ------------

       Service revenues                                --            73,500                   --               --            73,500
    Product sales                                      --             9,201                   --               --             9,201
                                             ------------       -----------         ------------      -----------      ------------
       Total revenue                                   --            82,701                   --               --            82,701

Costs and expenses:
    Cost of services and operations                    --            55,701                   --               --            55,701
    Cost of products sold                              --            20,524                   --               --            20,524
    Selling and marketing                              --            45,407                   --               --            45,407
    General and administrative expenses             1,050             8,449                   39               --             9,538

    Depreciation and amortization                      --            12,530                   --               --            12,530
    Terminated merger and acquisition costs         2,247                --                   --               --             2,247
    Non-cash compensation                              --             5,651                   --               --             5,651
                                             ------------       -----------         ------------      -----------      ------------
       Loss from operations                        (3,297)          (65,561)                 (39)              --           (68,897)
Equity in loss of subsidiaries                    (62,823)               --                   --           62,823                --
Interest and other income                           8,488             4,050                1,945               --            14,483
Interest expense                                  (22,557)           (3,218)                  --               --           (25,775)
                                             ------------       -----------         ------------      -----------      ------------

    Income (loss) before income taxes             (80,189)          (64,729)               1,906           62,823           (80,189)
Income taxes                                           --                --                   --               --                --
                                             ------------       -----------         ------------      -----------      ------------

    Net income (loss)                        $    (80,189)      $   (64,729)        $      1,906      $    62,823      $    (80,189)
                                             ============       ===========         ============      ===========      ============
</TABLE>



                                      F-41

<PAGE>


                             ALAMOSA (DELAWARE), INC

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)


19.    GUARANTOR FINANCIAL STATEMENTS (CONTINUED)

                      CONSOLIDATING STATEMENT OF CASH FLOWS
                      FOR THE YEAR ENDED DECEMBER 31, 2000
                             (DOLLARS IN THOUSANDS)

<TABLE>
<CAPTION>
                                                                       Guarantor     Non-Guarantor
                                                      Issuer          Subsidiaries    Subsidiary      Eliminations      Consolidated
                                                  ---------------    -------------  --------------    ------------      ------------
<S>                                                   <C>                 <C>            <C>           <C>                <C>
Cash flows from operating activities:
Net income (loss)                                 $    (80,189)     $   (64,729)    $     1,906       $    62,823      $    (80,189)
Adjustments to reconcile  net income (loss) to
   net cash provided by (used in) operating
   activities:
   Equity in loss of subsidiaries                       62,823               --              --           (62,823)               --
   Non-cash compensation expense                            --            5,651              --                --             5,651
   Provision for bad debt                                   --            1,107              --                --             1,107
   Depreciation and amortization of property
       and equipment                                        --           12,530              --                --            12,530
   Amortization of financing costs included in
       interest expense                                    373            1,291              --                --             1,664
   Interest accreted on discount note                   22,184              868              --                --            23,052
   Loss from asset disposition                              --               81              --                --                81
   (Increase) decrease in:
      Receivables                                           --          (13,278)           (900)               --           (14,178)
      Inventory                                             --            3,024              --                --             3,024
      Prepaid expenses and other assets                   (179)          (3,071)         (1,046)               --            (4,296)
   Increase in:
      Accounts payable and accrued expenses                566           21,731              39                --            22,336
                                                  ------------      -----------     -----------       -----------      ------------
      Net cash provided by (used in) operating
         activities                                      5,578          (34,795)             (1)               --           (29,218)
                                                  ------------      -----------     -----------       -----------      ------------

Cash flows from investing activities:
   Purchases of property and equipment                      --         (136,904)             --                --          (136,904)
   Intercompany receivable                             (47,239)          (4,338)         51,577                --                --
   Equity investment in subsidiary                    (214,590)              --              --           214,590                --
   Equity investment from parent                            --          214,590              --          (214,590)               --
   Issuance of notes receivable                             --               --         (46,865)               --           (46,865)
   Acquisition related costs                            (3,156)              --              --                --            (3,156)
   Net change in short term investments                 (1,600)              --              --                --            (1,600)
   Repayment of note receivable from officer                --              100              --                --               100
   Purchase of minority interest in subsidiary              --             (255)             --                --              (255)
                                                  ------------      -----------     -----------       -----------      ------------
      Net cash provided by (used in) investing
         activities                                   (266,585)          73,193           4,712                --          (188,680)
                                                  ------------      -----------     -----------       -----------      ------------


Cash flows from financing activities:
   Equity offering proceeds                            208,589               --              --                --           208,589
   Equity offering costs                               (14,802)           1,203              --                --           (13,599)
   Proceeds from  issuance of senior  discounts
         notes                                         187,096               --              --                --           187,096
   Borrowings under senior secured debt                     --           57,758              --                --            57,758
   Repayments of borrowings under senior
         secured debt                                       --          (76,239)             --                --           (76,239)
   Debt issuance cost                                   (6,581)          (4,182)             --                --           (10,763)
   Stock options exercised                                 708               --              --                --               708
   Payments on capital leases                               --              (31)             --                --               (31)
   Change in restricted cash                                --              518              --                --               518
   Interest rate cap premiums                               --              (27)             --                --               (27)
                                                  ------------      -----------     -----------       -----------      ------------
      Net cash provided by (used in) financing
         activities                                    375,010          (21,000)             --                --           354,010
                                                  ------------      -----------     -----------       -----------      ------------

      Net increase in cash and
         cash equivalents                              114,003           17,398           4,711                --           136,112
Cash and cash equivalents at beginning of period            --            5,656              --                --             5,656
                                                  ------------      -----------     -----------       -----------      ------------
Cash and cash equivalents at end of period        $    114,003      $    23,054     $     4,711       $        --      $    141,768
                                                  ============      ===========     ===========       ===========      ============
</TABLE>


                                      F-42

<PAGE>

                             ALAMOSA (DELAWARE), INC

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (CONTINUED)

20.  SUBSEQUENT EVENT

     In an effort to proactively manage its capital structure and align it with
     recent operating trends in the wireless telecommunications sector, the
     Company's Board of Directors authorized management, on August 29, 2003, to
     pursue an offer to exchange (the "Exchange Offer" or "Out-of-Court
     Alternative"):

          o    11.0% Senior Notes due 2011 and Units (each to consist of One
               Share of Preferred Stock and 73.61 Contingent Value Rights,
               collectively defined as "Units") for all of the Company's 12.5%
               Senior Notes due 2011 (CUSIP No. 011588AB6, stated value of
               $250,000 as of December 31, 2002) and 13.625% Senior Notes due
               2011 (CUSIP No. 011588AD2, stated value of $150,000 as of
               December 31, 2002),

          o    12.0% Senior Discount Notes due 2011 and Units for all of the
               Company's 12.875% Senior Discount Notes due 2010 (CUSIP No.
               011593AA8, stated value of $268,862 as of December 31, 2002).

     The Exchange Offer is subject to certain minimum Tender and Consent
     Conditions including (i) the exchange of at least 97% of the outstanding
     aggregate principal amount of the existing notes subject to the exchange
     offer, (ii) the receipt of the requisite consents eliminating substantially
     all of the covenants in the existing indentures and execution of
     supplemental indentures implementing such amendments, (iii) the execution
     of an amendment to the Senior Secured Credit Facility modifying certain
     restrictive covenants and (iv) the execution of definitive amendments to
     certain agreements with Sprint PCS. In the event that the terms of the
     restructuring transactions outlined above are not acceptable to enough
     holders of the existing Notes to satisfy the minimum Tender Condition, the
     Company may seek to forego the Exchange Offer and instead accomplish the
     above restructuring transactions by means of a prepackaged plan of
     reorganization pursuant to Chapter 11 of the United States Bankruptcy Code
     (the "Prepackaged Plan").

     The consummation of the exchange transaction under the Out-of-Court
     Alternative is expected to result in an ownership change under the
     provisions of Section 382 of the Internal Revenue Code. Accordingly, the
     Company would be subject to an annual limitation on the use of net
     operating losses generated prior to the ownership change. Based on this
     limitation, and excluding potential built-in gains that may be realized
     after the consummation of the Exchange Offer, management has estimated that
     approximately $190 million in net operating losses would expire unused.
     Additionally, as a result of the exchange transaction, the Company may not
     receive a tax deduction for all interest that had been accreted on the old
     senior discount notes that are being settled in the exchange transaction.
     The non-cash interest accreted on these notes had been reflected as a
     deferred tax asset in the Company's historical financial statements. As a
     result of these two items, management has estimated that the Out-of-Court
     Alternative would require the establishment of a valuation allowance
     against the Company's existing deferred tax assets of approximately $73
     million in 2003.

     Although management expects the restructuring transactions to be effected
     either through the Exchange Offer or the Prepackaged Plan, there can be no
     assurance that these alternatives will be successful. In the event the
     Company is not able to adjust its capital structure through a financial
     restructuring, there is a risk that the Company's capital structure cannot
     continue to be supported by the Company's operations and financial
     performance in the future. The Company's funding status is dependent on a
     number of factors influencing projections of operating cash flows,
     including those related to subscriber growth, ARPU, churn and CPGA. Should
     actual results differ significantly from these assumptions, the Company's
     liquidity position could be adversely affected and the Company could be in
     a position that would require it to raise additional capital which may or
     may not be available on terms acceptable to the Company, if at all, and
     could have a material adverse effect on the Company's ability to achieve
     its intended business objectives.

     Since inception, the Company has financed its operations through capital
     contributions from owners, through debt financing and through proceeds
     generated from public offerings of common stock. The Company has incurred
     substantial net losses and negative cash flow from operations since
     inception. Expenses are expected to exceed revenues until the Company
     establishes a sufficient subscriber base. Management expects operating
     losses to continue for the foreseeable future. However, management expects
     operating losses to decrease in the future as the Company obtains more
     subscribers.

     In addition, the Company has adopted, on January 1, 2003, the provisions of
     SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of
     FASB Statement No. 13, and Technical Corrections as of April 2002." As a
     result, and as required by the statement, the Company has reclassified the
     extinguishment of debt, previously reported as an extraordinary item in the
     year ended December 31, 2001, as a component of its Loss Before Income Tax
     Benefit.



                                      F-43
<PAGE>

                      REPORT OF INDEPENDENT ACCOUNTANTS ON
                          FINANCIAL STATEMENT SCHEDULE

To the Board of Directors of Alamosa (Delaware), Inc.:

Our audits of the consolidated financial statements referred to in our report
dated February 21, 2003 appearing in the 2002 Annual Report to Shareholders of
Alamosa (Delaware), Inc. also included an audit of the financial statement
schedule listed in Item 15(a)(2) of this Form 10-K. In our opinion, this
financial statement schedule presents fairly, in all material respects, the
information set forth therein when read in conjunction with the related
consolidated financial statements.

PricewaterhouseCoopers LLP
Dallas, Texas
February 21, 2003


                                      F-44

<PAGE>


SCHEDULE II
-----------

                            ALAMOSA (DELAWARE), INC.

                 CONSOLIDATED VALUATION AND QUALIFYING ACCOUNTS


                    FOR THE PERIOD DECEMBER 31, 2000 THROUGH
                        DECEMBER 31, 2002 (IN THOUSANDS)

<TABLE>
<CAPTION>
                                                               ADDITIONS       ADDITIONS
                                             BALANCE AT       CHARGED TO      CHARGED TO
                                            BEGINNING OF      COSTS AND          OTHER                          BALANCE AT
         CLASSIFICATION                        PERIOD          EXPENSES        ACCOUNTS       DEDUCTIONS       END OF PERIOD
-----------------------------------        -------------   ---------------  --------------   ------------    ----------------
<S>                                          <C>            <C>               <C>              <C>            <C>
December 31, 2000
    Allowance for doubtful accounts......  $      162         $   1,341        $     --         $      --         $  1,503
    Deferred tax valuation allowance               --            26,985              --                --           26,985

December 31, 2001
    Allowance for doubtful accounts......  $    1,503         $  17,490        $    1,213(1)    $  (14,314)       $  5,892
    Deferred tax valuation allowance           26,985                --             2,313(2)       (29,298)(3)          --

December 31, 2002
    Allowance for doubtful accounts......  $    5,892         $  40,285        $     --         $  (37,726)       $  8,451
    Deferred tax valuation allowance             --                --                --                --               --
</TABLE>

      This schedule should be read in conjunction with the Company's audited
consolidated financial statements and related notes thereto that appear in this
annual report on Form 10-K.

(1)  For the year ended December 31, 2001, amount represents allowance for
     doubtful accounts recorded in connection with acquisitions accounted for
     under the purchase method of accounting.

(2)  Addition represents increase in valuation allowance due to the increase in
     the effective tax rate applied to deferred tax items.

(3)  This amount represents the reversal of the valuation allowance recorded by
     the Company against goodwill as a result of the business combinations with
     Roberts, WOW and Southwest (see Note 4).



