UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

(Mark One)


þ		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended ~~March~~September 3130, 2007


o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to

COMMISSION FILE NUMBER: 1-15325

SUNCOM WIRELESS HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 23-2974475 (I.R.S. employer identification no.)


Delaware		23-2974475
(State or other jurisdiction of		(I.R.S. employer
incorporation or organization)		identification no.)

1100 Cassatt Road
Berwyn, Pennsylvania 19312
(Address and zip code of principal executive offices)

(610) 651-5900
(Registrant’s telephone number, including area code)

Indicate by a check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes þ No o

Indicate by a check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o Accelerated filer þ Non-accelerated filer o

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No þ

As of ~~April~~ October 3019, 2007, 7159,~~245~~227,~~007~~085 shares of the registrant’s Class A common stock, par value $0.01 per share, were outstanding.

SUNCOM WIRELESS HOLDINGS, INC. ~~FIRST~~THIRD QUARTER REPORT TABLE OF CONTENTS

		Page No.
Part I. Financial Information
PART I. Financial Information
Item 1	Financial Statements (unaudited)
	Consolidated Balance Sheets at March 31, 2007 and December 31, 2006	3
	Consolidated Balance Sheets at September 30, 2007 and December 31, 2006	3
	Consolidated Statements of Operations for the three months ended March 31, 2007 and 2006	4
	Consolidated Statements of Operations for the Three and Nine Months Ended September 30, 2007 and 2006	4
	Consolidated Statements of Cash Flows for the three months ended March 31, 2007 and 2006	5
	Consolidated Statements of Stockholders’ Equity (Deficit) for the Nine Months Ended September 30, 2007 and 2006	5
	Notes to Consolidated Financial Statements	6
	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2007 and 2006	6
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
	Notes to Consolidated Financial Statements	7
Item 3	Quantitative and Qualitative Disclosures About Market Risk	21
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 4	Controls and Procedures	21
Item 3	Quantitative and Qualitative Disclosures About Market Risk	29
Part II. Other Information
Item 4	Controls and Procedures	29
Item 1	Legal Proceedings	22
	PART II. Other Information
Item 1A	Risk Factors	22
Item 1	Legal Proceedings	30
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 1A	Risk Factors	30
Item 3	Defaults Upon Senior Securities	22
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 4	Submission of Matters to a Vote of Security Holders	22
Item 3	Defaults Upon Senior Securities	31
Item 5	Other Information	22
Item 4	Submission of Matters to a Vote of Security Holders	31
Item 6	Exhibits	22
Item 5	Other Information	31
LETTER AGREEMENT BETWEEN SUNCOM AND LAURA SHAW-PORTER
Item 6	Exhibits	31
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Irrevocable Waiver of Rights under Exchange Agreement
CERTIFICATION OF CHIEF FINANCIAL OFFICER
Summary of Terms of Operations Committee Compensation
CERTIFICATION OF VICE PRESIDENT OF ACCOUNTING AND CONTROLLER
First Amendment to the SunCom Wireless Holdings, Inc. Stock and Incentive Plan, amended and restated
CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(B)
First Amendment to the SunCom Wireless Holdings, Inc. Directors' Stock and Incentive Plan
CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(B)
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)
Certification of Chief Financial Officer pursuant to Rule 13a-14(a)
Certification of Vice President of Accounting and Controller pursuant to Rul 13a-14(a)
Certification of Chief Executive Officer pursuant to Section 906
Certification of Chief Financial Officer pursuant to Section 906

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

SUNCOM WIRELESS HOLDINGS, INC. CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except par value) (Unaudited)

CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except par value) (Unaudited)


	September 30,			December 31,
	2007			2006
ASSETS:
*Current assets:*
Cash and cash equivalents	$	63,544		$	37,683
Short-term investments		174,200			157,600
Restricted cash and restricted short-term investments		1,737			1,668
Accounts receivable, net of allowance for doubtful accounts of $10,004 and $8,895, respectively		93,414			96,255
Accounts receivable — roaming partners		14,745			14,811
Inventory, net		17,707			27,441
Prepaid expenses		21,357			16,446
Assets held for sale		104			11,446
Other current assets		6,691			11,960

*Total current assets*		393,499			375,310

*Long-term assets:*
Property and equipment, net		439,217			480,880
Intangible assets, net		770,892			794,250
Other long-term assets		8,675			4,419

*Total assets*	$	1,612,283		$	1,654,859


LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
*Current liabilities:*
Accounts payable	$	81,691		$	71,602
Accrued liabilities		71,203			89,134
Current portion of long-term debt		2,808			2,810
Other current liabilities		26,253			24,937

*Total current liabilities*		181,955			188,483

*Long-term debt:*
Capital lease obligations		429			531
Senior secured term loan		240,625			242,500
Senior notes		715,306			714,341

*Senior long-term debt*		956,360			957,372

Subordinated notes		12,215			732,365

*Total long-term debt*		968,575			1,689,737

Deferred income taxes, net		150,640			143,124
Deferred revenue		1,365			1,766
Deferred gain on sale of property and equipment		57,180			46,173
Other		5,680			2,468

*Total liabilities*		1,365,395			2,071,751

Commitments and contingencies		—			—

*Stockholders’ equity (deficit):*
Preferred stock, $0.01 par value, 70,000,000 shares authorized; no shares issued or outstanding as of September 30, 2007 and December 31, 2006		—			—
Class A common stock, $0.01 par value, 580,000,000 shares authorized, 59,341,576 shares issued and 59,227,085 shares outstanding as of September 30, 2007; and 520,000,000 shares authorized, 6,511,238 shares issued and 6,333,119 shares outstanding as of December 31, 2006 (see Note 2)		592			633
Class B non-voting common stock, $0.01 par value, no shares authorized as of September 30, 2007; 60,000,000 shares authorized; 792,610 shares issued and outstanding as of December 31, 2006		—			79
Additional paid-in capital		1,503,244			611,961
Accumulated deficit		(1,255,207	)		(1,027,824	)
Class A common stock held in trust		—			(173	)
Deferred compensation		—			173
Class A common stock held in treasury, at cost (114,491 and 178,119 shares, respectively)		(1,741	)		(1,741	)

*Total stockholders’ equity (deficit)*		246,888			(416,892	)

*Total liabilities and stockholders’ equity (deficit)*	$	1,612,283		$	1,654,859

	March 31,			December 31,
	2007			2006
ASSETS:
Current assets:
Cash and cash equivalents	$	34,133		$	37,683
Short-term investments		173,850			157,600
Restricted cash and restricted short-term investments		1,689			1,668
Accounts receivable, net of allowance for doubtful accounts of $8,291 and $8,895, respectively		88,729			96,255
Accounts receivable — roaming partners		15,489			14,811
Inventory, net		25,668			27,441
Prepaid expenses		24,636			16,446
Assets held for sale		377			11,446
Other current assets		19,394			11,960
Total current assets		383,965			375,310
Long term assets:
Property and equipment, net		462,918			480,880
Intangible assets, net		786,160			794,250
Other long-term assets		8,988			4,419
Total assets	$	1,642,031		$	1,654,859
LIABILITIES AND STOCKHOLDERS’ DEFICIT:
Current liabilities:
Accounts payable	$	74,818		$	71,602
Accrued liabilities		84,925			89,134
Current portion of long-term debt		2,809			2,810
Other current liabilities		27,266			24,937
Total current liabilities		189,818			188,483
Long-term debt:
Capital lease obligations		454			531
Senior secured term loan		241,875			242,500
Senior notes		714,657			714,341
Senior long-term debt		956,986			957,372
Subordinated notes		732,904			732,365
Total long-term debt		1,689,890			1,689,737
Deferred income taxes, net		143,236			143,124
Deferred revenue		1,638			1,766
Deferred gain on sale of property and equipment		57,686			46,173
Other		5,429			2,468
Total liabilities		2,087,697			2,071,751
Commitments and contingencies		—			—
Stockholders’ deficit
Series B Preferred Stock, $0.01 par value, 50,000,000 shares authorized; no shares issued or outstanding as of March 31, 2007 and December 31, 2006		—			—
Series C Convertible Preferred Stock, $0.01 par value, 3,000,000 shares authorized; no shares issued or outstanding as of March 31, 2007 and December 31, 2006		—			—
Preferred stock, $0.01 par value, 17,000,000 shares authorized; no shares issued or outstanding as of March 31, 2007 and December 31, 2006		—			—
Class A Common Stock, $0.01 par value, 520,000,000 shares authorized; 73,038,482 shares issued and 71,252,453 shares outstanding as of March 31, 2007 and 65,112,383 shares issued and 63,331,189 shares outstanding as of December 31, 2006		713			633
Class B Non-voting Common Stock, $0.01 par value, 60,000,000 shares authorized; no shares issued and outstanding as of March 31, 2007 and 7,926,099 shares issued and outstanding as of December 31, 2006		—			79
Additional paid-in capital		612,524			611,961
Accumulated deficit		(1,057,162	)		(1,027,824	)
Class A common stock held in trust		—			(173	)
Deferred compensation		—			173
Class A common stock held in treasury, at cost (1,786,029 and 1,781,194 shares, respectively)		(1,741	)		(1,741	)
Total stockholders’ deficit		(445,666	)		(416,892	)
Total liabilities and stockholders’ deficit	$	1,642,031		$	1,654,859

See accompanying notes to financial statements.

SUNCOM WIRELESS HOLDINGS, INC. CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except per share data) (Unaudited)

CONSOLIDATED STATEMENTS OF OPERATIONS (Dollars in thousands, except per share amounts) (Unaudited)


	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2007			2006			2007			2006
Revenue:
Service	$	199,502		$	171,106		$	581,611		$	491,003
Roaming		20,129			23,503			67,230			64,488
Equipment		20,289			24,445			66,453			72,143

Total revenue		239,920			219,054			715,294			627,634

Operating expenses:
Cost of service (excluding the below amortization and excluding depreciation and asset disposal of $18,150 and $18,977 for the three months ended September 30, 2007 and 2006, respectively, and $57,297 and $203,504 for the nine months ended September 30, 2007 and 2006, respectively)		66,580			66,691			195,774			201,356
Cost of equipment		35,163			38,003			108,822			109,494
Selling, general and administrative (excluding depreciation and asset disposal of $2,591 and $2,543 for the three months ended September 30, 2007 and 2006, respectively, and $8,525 and $6,046 for the nine months ended September 30, 2007 and 2006, respectively)		91,938			84,419			272,604			256,431
Termination benefits and other related charges		—			380			—			1,936
Depreciation and asset disposal		20,741			21,520			65,822			209,550
Amortization		6,704			9,202			21,781			31,395

Total operating expenses		221,126			220,215			664,803			810,162

Income (loss) from operations		18,794			(1,161	)		50,491			(182,528	)
Interest expense		(21,548	)		(38,393	)		(89,517	)		(114,302	)
Interest and other income		2,526			3,210			7,352			10,617
Loss on debt-for-equity exchange		(284	)		—			(183,152	)		—

Loss before taxes		(512	)		(36,344	)		(214,826	)		(286,213	)
Income tax provision		(4,544	)		(4,138	)		(12,146	)		(11,881	)

Net loss		($5,056	)		($40,482	)		($226,972	)		($298,094	)

Net loss per common share (basic and diluted)		($0.09	)		($5.87	)		($6.83	)		($43.42	)

Weighted average common shares outstanding (basic and diluted)		59,003,732			6,890,890			33,239,542			6,865,380

	Three Months Ended March 31,
	2007			2006
Revenues:
Service	$	186,435		$	155,467
Roaming		22,002			21,466
Equipment		24,483			24,959
Total revenue		232,920			201,892
Operating Expenses:
Cost of service (excluding the below amortization and excluding depreciation and asset disposal of $21,013 and $101,671 for the three months ended March 31, 2007 and 2006, respectively)		62,932			67,948
Cost of equipment		38,867			39,221
Selling, general and administrative (excluding depreciation and asset disposal of $3,133 and $1,828 for the three months ended March 31, 2007 and 2006, respectively)		89,040			88,627
Termination benefits and other related charges		—			898
Depreciation and asset disposal		24,146			103,499
Amortization		7,834			11,504
Total operating expenses		222,819			311,697
Income (loss) from operations		10,101			(109,805	)
Interest expense		(38,334	)		(37,742	)
Interest and other income		2,404			4,094
Loss before taxes		(25,829	)		(143,453	)
Income tax provision		(3,098	)		(3,752	)
Net loss		($28,927	)		($147,205	)
Net loss per common share
(Basic and Diluted)		($0.42	)		($2.15	)
Weighted average common shares outstanding
(Basic and Diluted)		68,955,155			68,361,726

See accompanying notes to financial statements.

SunCom Wireless Holdings, Inc.
Consolidated Statements of Stockholders’ Equity (Deficit)
(Dollars in thousands)
(Unaudited)


													Common
	Class A			Class B			Additional						Stock									Total
	Common			Non-Voting			Paid-In			Deferred			Held			Treasury			Accumulated			Stockholders’
	Stock			Common Stock			Capital			Compensation			in Trust			Stock			Deficit			Equity (Deficit)
Balance at December 31, 2006	$	633		$	79		$	611,961		$	173			($173	)		($1,741	)		($1,027,824	)		($416,892	)

Adoption of FASB Interpretation No. 48 (FIN 48)		—			—			—			—			—			—			(411	)		(411	)
Deferred compensation, net of forfeitures		7			—			(7	)		—			—			—			—			—
Termination of deferred compensation plan		—			—			—			(173	)		173			—			—			—
Conversion of Class B to Class A		79			(79	)		—			—			—			—			—			—
Reverse stock split		(647	)		—			647			—			—			—			—			—
Stock issuance in connection with debt-for-equity exchange		520			—			889,165			—			—			—			—			889,685
Non-cash compensation		—			—			1,521			—			—			—			—			1,521
Net loss		—			—			—			—			—			—			(226,972	)		(226,972	)
Other		—			—			(43	)		—			—			—			—			(43	)

Balance at September 30, 2007	$	592		$	—		$	1,503,244		$	—		$	—			($1,741	)		($1,255,207	)	$	246,888


Balance at December 31, 2005	$	627		$	79		$	607,849		$	145			($145	)		($1,375	)		($690,446	)		($83,266	)

Deferred compensation, net of forfeitures		8			—			(8	)		28			(28	)		—			—			—
Non-cash compensation		—			—			3,627			—			—			—			—			3,627
Purchase of treasury stock		—			—			—			—			—			(366	)		—			(366	)
Net loss		—			—			—			—			—			—			(298,094	)		(298,094	)

Balance at September 30, 2006	$	635		$	79		$	611,468		$	173			($173	)		($1,741	)		($988,540	)		($378,099	)

SUNCOM WIRELESS HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)
(Unaudited)

	Three Months Ended March 31,
	Nine Months Ended September 30,
	2007			2006
Cash flows from operating activities:
Net loss		($28226,~~927~~972	)		($~~147~~298,~~205~~094	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Adjustments to reconcile net loss to net cash provided by (used in) operating activities, net of effects from divestitures:
Depreciation, asset disposal and amortization		3187,~~980~~603			~~115~~240,~~003~~945
Deferred income taxes		210,~~732~~247			310,~~351~~993
Accretion of interest		12,~~189~~707			13,~~100~~363
Bad debt expense		622,~~532~~853			515,~~938~~899
Non-cash compensation		~~564~~1,521			23,~~196~~627
Loss on debt-for-equity exchange		183,152			—
Change in operating assets and liabilities:
Accounts receivable		(120,~~871~~863	)		(220,~~630~~603	)
Inventory		19,~~773~~734			3(4,~~668~~290	)
Prepaid expenses and other current assets		(95,~~337~~872	)		(67,~~468~~319	)
Intangible and other assets		(34,~~299~~513	)		(33657	)
Accounts payable		19,~~410~~704			(1,~~724~~672	)
Accrued payroll and liabilities		(115,~~252~~585	)		(116,~~380~~000	)
Deferred revenue		~~1,437~~(200	)		13,~~712~~493
Accrued interest		15(2,~~898~~183	)		15,~~908~~970
Other liabilities		(~~411~~1,197	)		(~~994~~3,679	)
Net cash provided by (used in) operating activities		860,~~418~~136			(2148,~~558~~024	)
Cash flows from investing activities:
Purchase of available for sale securities		(~~230~~540,~~550~~800	)		(~~182~~589,~~754~~854	)
Proceeds from sale of available for sale securities		~~214~~524,~~300~~200			~~226~~708,~~000~~200
Capital expenditures		(5,319	)		(11,302	)
Proceeds from sale of assets		28,358			2,284
Proceeds from sale of assets		26,274			1,548
Payment of direct costs on business transactions		(451	)		(389	)
Payment of direct costs on business transactions		(428	)		—
Capital expenditures		(25,450	)		(49,429	)
Other		—			(26172	)
Net cash provided by investing activities		4,277			33,466
Net cash provided by (used in) investing activities		(14,143	)		70,640
Cash flows from financing activities:
Payments under senior secured term loan		(~~625~~1,875	)		(~~625~~1,875	)
Change in bank overdraft		(89,~~316~~522	)		(12,~~031~~772	)
Principal payments under capital lease obligations		(77257	)		(76227	)
Payment of direct costs on business transactions		(7,227	)		(804	)
Payment of direct costs on debt-for-equity exchange		(8,462	)		(3,586	)
Net cash used in financing activities		(16,245	)		(13,536	)
Purchase of treasury stock		—			(366	)
Net decrease in cash and cash equivalents		(3,550	)		(1,628	)
Other		(16	)		—
Net cash used in financing activities		(20,132	)		(18,826	)
Net increase in cash and cash equivalents		25,861			3,790
Cash and cash equivalents, beginning of period		37,683			16,083
Cash and cash equivalents, end of period	$	3463,~~133~~544		$	1419,~~455~~873
Non-cash investing and financing activities
Change in capital expenditures included in accounts payable	$	~~2,145~~731			($12,~~839~~483	)
Change in direct transaction costs included in accrued expenses		(~~517~~617	)		—
Fair value of equity issued in the debt-for-equity exchange		889,685			—
Carrying value of debt retired in the debt-for-equity exchange		(720,977	)		—
Write-off of deferred financing costs in connection with the debt-for- equity exchange		896			—

See accompanying notes to financial statements.

SUNCOM WIRELESS HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ~~MARCH~~SEPTEMBER 3130, 2007

1. Basis of Presentation

The accompanying consolidated financial statements are unaudited and have been prepared by management. In the opinion of management, these consolidated financial statements contain all of the adjustments, consisting of normal recurring adjustments, necessary to state fairly, in summarized form, the financial position and the results of operations of SunCom Wireless Holdings, Inc. (“Holdings”) and its wholly-owned subsidiaries (collectively, the “Company”). “SunCom Wireless” refers to SunCom Wireless, Inc., an indirect wholly -owned subsidiary of Holdings. The results of operations for the three and nine months ended ~~March~~September 3130, 2007 may not be indicative of the results that may be expected for the year ending December 31, 2007. The financial ~~information~~ information presented herein should be read in conjunction with the audited consolidated financial ~~statements~~ statements for the year ended December 31, 2006, which include information and disclosures not ~~included~~ included herein.

All significant intercompany accounts or balances have been eliminated in consolidation.

Certain reclassifications have been made to prior period financial statements to conform to the current period presentation.

2. ~~New~~Debt-for-Equity ~~Accounting Pronouncements~~Exchange

InThe ~~September 2006,~~construction of the ~~Financial~~Company’s ~~Accounting~~network ~~Standard~~and ~~Board~~the ~~(“FASB”)~~marketing ~~issued~~and ~~Statement~~distribution of wireless ~~Financial~~communications ~~Accounting~~products ~~Standards~~and ~~(“SFAS”)~~services ~~No. 157~~have required, ~~“Fair~~and ~~Value~~will ~~Measurements”~~continue to require, ~~which~~substantial capital. isCapital ~~effective~~outlays ~~for fiscal~~have ~~years~~included ~~beginning~~license ~~after~~acquisition ~~November 15~~costs, ~~2007.~~capital ~~The~~expenditures ~~statement~~for ~~was~~network construction, ~~issued~~funding toof ~~define~~operating ~~fair~~cash ~~value, establish~~flow alosses ~~framework~~and ~~for~~other ~~measuring~~working ~~fair~~capital ~~value~~costs, debt service and ~~expand~~financing ~~disclosures~~fees ~~about~~and ~~fair value measurements~~expenses. The Company iswill ~~currently~~have ~~assessing~~additional ~~the~~capital ~~effect~~requirements, ifwhich could ~~any~~be substantial, ~~this~~for ~~statement~~future ~~will~~upgrades ~~have~~and ~~on its~~advances ~~financial~~in ~~statements~~new ~~or its results of operations~~technology.

InTherefore, ~~February~~on January 31, 2007, ~~the~~Holdings, ~~FASB~~SunCom ~~issued~~Wireless ~~SFAS~~and ~~No. 159~~SunCom Wireless Investment Company LLC, ~~“The~~a ~~Fair~~Delaware ~~Value~~limited ~~Option~~liability ~~for~~company ~~Financial~~and ~~Assets~~a wholly-owned subsidiary of Holdings, and certain holders of the 93/8% Senior Subordinated Notes due 2011 and ~~Financial~~83/4% ~~Liabilities,~~Senior ~~including~~Subordinated anNotes ~~amendment~~due 2011 of ~~FASB~~SunCom ~~Statement~~Wireless ~~No. 115~~(collectively, the “SunCom Wireless Subordinated Notes”.) ~~This~~entered ~~statement~~into an ~~permits~~Exchange ~~entities~~Agreement, towhich ~~choose~~was toamended ~~measure~~on ~~many~~May 15, ~~financial~~2007. ~~instruments~~Pursuant ~~and~~to ~~certain~~the ~~other~~amended ~~items~~Exchange ~~at fair~~Agreement, ~~value~~on ~~that~~May 15, ~~are~~2007, ~~not~~the ~~currently~~holders ~~required~~of tothe beSunCom ~~measured~~Wireless atSubordinated ~~fair~~Notes ~~value~~that were parties thereto exchanged $731.6 million ~~Unrealized~~principal ~~gains~~amount ~~and~~of ~~losses~~their ~~on items~~outstanding ~~for~~SunCom ~~which~~Wireless ~~the~~Subordinated ~~fair~~Notes for ~~value~~an ~~option~~aggregate ~~has~~of ~~been~~approximately ~~elected~~52.0 million ~~are~~shares ~~reported~~of inHoldings’ ~~earnings~~Class A common stock. ~~This~~The ~~statement~~52.0 ~~does~~million ~~not~~shares ~~affect~~reflected ~~any~~a ~~existing~~1-for-10 ~~accounting~~reverse ~~literature~~stock split that ~~requires~~was ~~certain~~effected ~~assets~~immediately ~~and~~prior ~~liabilities~~ to the beexchange ~~carried~~pursuant atto ~~fair~~the ~~value~~merger described below. ~~This~~As ~~statement~~a isresult ~~effective~~of ~~for~~the ~~fiscal~~exchange, ~~years~~the ~~beginning~~holders ~~after~~of ~~November~~the ~~15,~~outstanding ~~2007.~~SunCom ~~The~~Wireless ~~Company~~Subordinated ~~does~~Notes ~~not~~participating ~~expect~~in ~~this~~the ~~statement~~exchange toreceived ~~have~~in athe aggregate ~~material~~(in ~~effect~~respect of their SunCom Wireless Subordinated Notes tendered in the exchange) approximately 87.9% of Holdings’ outstanding Class A common stock on ~~its~~a ~~financial~~fully-diluted basis. ~~statements~~Following orthe ~~its~~exchange, ~~results~~the existing holders of ~~operations~~Holdings’ Class A common stock owned approximately 12.1% of Holdings’ Class A common stock on a fully-diluted basis.

3. In ~~Stock-based~~connection ~~Compensation~~with the Exchange Agreement, the holders of the SunCom Wireless Subordinated Notes agreed to “exit consents” that removed, effective as of the closing of the exchange, substantially all of the restrictive covenants and certain of the events of default from the indentures governing the SunCom Wireless Subordinated Notes.

~~Holdings~~The ~~makes~~Exchange ~~grants~~Agreement ofcontained ~~restricted~~covenants, ~~stock~~which ~~under~~called ~~its~~for ~~Amended~~the ~~and~~board ~~Restated~~of ~~Stock~~directors ~~and Incentive~~of ~~Plan~~Holdings ~~and~~to ~~its~~be ~~Directors’~~reconstituted ~~Stock~~immediately ~~and~~following ~~Incentive~~the ~~Plan~~closing toof ~~provide~~the ~~incentives~~exchange, to ~~key~~include ~~employees~~Michael Kalogris and ~~non~~ Scott Anderson, both then-~~management~~current directors ~~and~~of toHoldings, ~~further~~as ~~align~~well ~~the~~as ~~interests~~eight ofnew directors ~~such~~who ~~individuals~~were ~~with~~designated ~~those~~by various of ~~its stockholders.~~the ~~Grants~~holders of ~~restricted~~the ~~stock~~SunCom ~~generally~~Wireless ~~are~~Subordinated ~~made~~Notes that ~~annually~~were ~~under~~parties ~~these~~to ~~stock~~the ~~and~~Exchange Agreement. Also pursuant to the Exchange Agreement, Holdings ~~incentive~~agreed ~~plans~~to pursue strategic alternatives, ~~and~~including the ~~grants~~potential ~~generally~~sale ~~vest~~of ~~over~~substantially aall ~~four-or-five-year~~of ~~period~~its business (see Note 3).

~~The~~Also ~~Company~~on ~~measures~~January 31, ~~the~~2007, ~~fair~~concurrent ~~value~~with the execution of ~~restricted~~the ~~stock~~Exchange ~~awards~~Agreement, ~~based~~Holdings entered ~~upon~~into ~~the~~an ~~market~~Agreement ~~price~~and Plan of Merger with SunCom Merger Corp., a Delaware corporation and direct wholly-owned subsidiary of Holdings’ ~~common~~formed ~~stock~~for asthe purpose of entering into the ~~date~~merger agreement. ofOn ~~grant~~May 15, ~~and~~2007, ~~these~~pursuant ~~grants~~to ~~are~~the ~~amortized~~merger ~~over~~agreement, ~~their~~SunCom Merger Corp. merged with and ~~applicable~~into ~~vesting~~Holdings, ~~period~~with ~~using~~Holdings continuing as the ~~straight-line~~surviving ~~method~~corporation in the merger. In ~~accordance~~the ~~with~~merger, each ~~SFAS~~issued ~~No.~~and outstanding share of Class ~~123(R)~~A common stock of Holdings was converted into 0.1 share ~~“Share-Based~~of ~~Payment”~~Class A common stock of Holdings, as the ~~Company~~surviving ~~has~~corporation ~~estimated~~in ~~that~~the ~~its~~merger. ~~forfeiture~~Each ~~rate~~issued isand outstanding 3%share ~~based~~of oncommon ~~historical~~stock of SunCom Merger Corp. was canceled in the exchange for no ~~experience~~consideration. The ~~Company’s~~merger ~~net~~was ~~loss~~consummated ~~for~~prior to the ~~three~~consummation ~~months~~of ~~ended~~the ~~March 31~~transactions contemplated by the Exchange Agreement. The merger was effected, ~~2007~~among other reasons, to implement a 1-for-10 reverse stock split and ~~2006~~to ~~included~~ensure that Holdings had sufficient authorized shares of ~~approximately~~Class A $0common stock to complete the exchange.6 The par value of the Class ~~million~~A common stock was not affected by the reverse stock split and remained at $20.~~2 million,~~01 ~~respectively~~per share. Consequently, the aggregate par value of ~~stock-based~~the ~~compensation~~issued ~~expense. The~~Class A ~~following~~common ~~table~~stock ~~summarizes~~was ~~the~~reduced ~~allocation~~by ofreclassifying ~~this~~the ~~compensation~~par ~~expense.~~value

	For the three months ended March 31,
	2007		2006
	(Dollars in thousands)
Cost of service	$	56	$	148
Selling, general and administrative		508		2,048
Total stock-based compensation expense	$	564	$	2,196

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

The following activity occurred under Holdings’ restricted stock plans for the three months ended March 31, 2007:

				Weighted-Average
	Shares			Grant-Date Fair Value
Unvested balance at December 31, 2006		2,302,133		$	2.31
Forfeited		(4,835	)		1.72
Unvested balance at March 31, 2007		2,297,298		$	2.31

As of March 31, 2007, there was approximately $2.3 million of total unrecognized compensation costs related to Holdings’ stock plans. These costs are expected to be recognized over a weighted-average period of 2.0 years. In addition, an aggregate of 1,708,500 shares were authorized for future grants under Holdings’ stock plans as of March 31, 2007.

During the three months ended March 31, 2007 and 2006, no stock awards were granted under Holdings’ stock plans. The total fair value of shares that vested during the three months ended March 31, 2006 was $0.7 million. No shares vested during the three months ended March 31, 2007.

4. Restricted Cash and Restricted Short-term Investments

Restricted cash and restricted short-term investments represent deposits that are pledged as collateral for the Company’s surety bonds on its cell site leases. As of March 31, 2007, the Company had total restricted cash and short-term investments of $1.7 million.

5. Property and Equipment

The following table summarizes the Company’s property and equipment as of March 31, 2007 and December 31, 2006, respectively.

	March 31,			December 31,
	2007			2006
	(Dollars in thousands)
Property and equipment:
Land	$	313		$	313
Network infrastructure and equipment		796,996			792,356
Furniture, fixtures and computer equipment		113,756			111,852
Capital lease assets		1,424			1,424
Construction in progress		12,612			16,839
		925,101			922,784
Less accumulated depreciation		(462,183	)		(441,904	)
Property and equipment, net	$	462,918		$	480,880

6. Detail of Certain Liabilities

The following table summarizes certain current liabilities as of March 31, 2007 and December 31, 2006, respectively:

	March 31,		December 31,
	2007		2006
	(Dollars in thousands)
Accrued liabilities:
Bank overdraft liability	$	6,425	$	14,741
Accrued payroll and related expenses		12,268		20,255
Accrued expenses		27,126		30,930
Accrued interest		39,106		23,208
Total accrued liabilities	$	84,925	$	89,134

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

	March 31,		December 31,
	2007		2006
	(Dollars in thousands)
Other current liabilities:
Deferred revenue	$	19,203	$	17,638
Deferred gain on sale of property and equipment		2,709		2,205
Security deposits		5,354		5,094
Total other current liabilities	$	27,266	$	24,937

amount of the eliminated shares of Class A common stock to additional paid-in capital in the Company’s consolidated balance sheets. The Company has paid cash in lieu of any fractional shares to which a holder of Class A common stock would otherwise be entitled as a result of the reverse stock split. The number of authorized shares of Class A common stock remains unchanged, and all shares and per share amounts have been adjusted in the consolidated financial statements and in the notes to the consolidated financial statements for all periods presented to reflect the reverse stock split. Prior period additional paid-in capital and Class A common stock balances have not been adjusted on the consolidated balance sheet to reflect the reverse stock split.

7 During January 2007, and in connection with the exchange, J.P. ~~Long~~Morgan SBIC LLC and Sixty Wall Street SBIC Fund L.P. transferred all of their shares of Holdings’ Class B non-~~term~~voting ~~Debt~~common stock (which constituted all remaining outstanding shares of Class B non-voting common stock) to their affiliates, J.P. Morgan Capital, L.P. and Sixty Wall Street Fund, L.P., respectively. Such entities then converted all of such shares of Class B non-voting common stock into shares of Class A common stock.

~~The~~ As ~~following~~a ~~table~~result ~~summarizes~~of the debt-for-equity transaction, the Company’s ~~indebtedness~~recorded asa loss of ~~March~~$183.2 31million, or ~~2007~~$5.51 per basic and ~~December~~diluted share for the nine months ended September 3130, 2007. The loss ~~2006~~resulted from exchanging 52,028,376 ~~respectively:~~shares of Holdings’ Class A common stock, with a value of $889.7 million based on a stock price of $17.10 per share on the close date, for $731.6 million principal amount of the SunCom Wireless Subordinated Notes, which had a carrying value of $721.0 million as of the date of the exchange. In addition, the Company wrote-off $0.9 million of unamortized debt issuance costs and $13.6 million of transaction costs related to the exchange.

	March 31,		December 31,
	2007		2006
	(Dollars in thousands)
Current portion of long-term debt:
Current portion of capital lease obligations	$	309	$	310
Current portion of senior secured term loan		2,500		2,500
Total current portion of long-term debt		2,809		2,810
Long-term debt:
Capital lease obligations	$	454	$	531
Senior secured term loan		241,875		242,500
8 1/2% senior notes		714,657		714,341
9 3/8% senior subordinated notes		341,053		340,735
8 3/4% senior subordinated notes		391,851		391,630
Total long-term debt		1,689,890		1,689,737
Total debt	$	1,692,699	$	1,692,547

3. Merger Agreement with T-Mobile

8 On September 16, 2007, Holdings entered into an Agreement and Plan of Merger (the “Merger Agreement”) with T-Mobile USA, Inc. ~~Debt~~(“T-Mobile”), ~~for~~a ~~Equity~~Delaware ~~Exchange~~corporation and wholly-owned subsidiary of Deutsche Telekom AG, and Tango Merger Sub, Inc. (“Merger Sub”), a newly-formed Delaware corporation and a wholly-owned subsidiary of T-Mobile.

~~The~~Under ~~construction~~the terms of the ~~Company’s~~Merger ~~network~~Agreement, Merger Sub will be merged with and into Holdings, with Holdings surviving the ~~marketing~~merger ~~and~~as ~~distribution~~a wholly-owned subsidiary of ~~wireless communications~~T-Mobile. ~~products~~At ~~and~~the ~~services~~effective ~~have~~time of ~~required~~the merger, ~~and~~shares ~~will~~of ~~continue~~Class A tocommon ~~require,~~stock ~~substantial~~owned by T-Mobile or Merger Sub and shares of Class A ~~capital.~~common ~~Capital~~stock ~~outlays~~held ~~have~~by ~~included~~Holdings ~~license~~(as ~~acquisition~~treasury ~~costs,~~stock ~~capital~~or ~~expenditures~~otherwise) ~~for~~will ~~network~~be canceled. All other ~~construction,~~outstanding ~~funding~~shares of ~~operating~~Class A ~~cash~~common ~~flow~~stock, ~~losses~~other ~~and~~than ~~other~~shares ~~working~~owned ~~capital~~by ~~costs,~~any ~~debt~~stockholder ~~service~~who is ~~and~~entitled ~~financing~~to ~~fees~~ and ~~expenses.~~who ~~The~~properly ~~Company~~exercises ~~will~~appraisal ~~have~~rights ~~additional~~under ~~capital~~Delaware ~~requirements~~law, ~~which could~~will be ~~substantial,~~canceled ~~for~~and each ~~future~~converted ~~upgrades~~into ~~and~~the ~~advances~~right into ~~new~~receive ~~technology~~$27.00 ~~The~~in ~~Company believes that~~ cash, onwithout ~~hand~~interest, and ~~short-term~~less ~~investments~~any ~~will~~applicable withholding betaxes. ~~sufficient~~Restricted shares, granted subject to ~~meet~~vesting ~~its~~or ~~projected~~other ~~capital~~lapse ~~and~~restrictions, will ~~operational~~vest ~~requirements~~and ~~for~~become atfree ~~least~~of ~~the~~such ~~next~~restrictions ~~twelve~~immediately ~~months.~~prior ~~However,~~to the ~~Company~~effective istime ~~highly leveraged~~of ~~with~~the ~~approximately~~merger ~~$1.7 billion~~and will ofbe ~~debt.~~canceled ~~SunCom~~and ~~Wireless’~~converted ~~inability~~into tothe ~~pay~~right ~~such~~to ~~debt service~~receive ~~could~~$27.00 ~~result~~ in acash, ~~default~~without oninterest, ~~such~~and ~~indebtedness~~less any ~~which~~applicable withholding taxes, ~~unless~~subject ~~cured~~to orcertain ~~waived,~~limitations ~~would~~with ~~have~~respect ~~a material~~to ~~adverse~~restricted ~~effect~~shares granted onafter ~~its~~the ~~liquidity~~date ~~and~~of ~~financial~~the ~~position~~Merger Agreement.

~~Accordingly, on January 31, 2007,~~ Holdings,’ ~~SunCom~~Board ~~Wireless and SunCom Wireless Investment Company LLC, a Delaware limited liability company and a wholly-owned subsidiary~~ of ~~Holdings (“SunCom~~Directors ~~Investment”),~~unanimously ~~and~~approved ~~certain holders of~~ the ~~93/8%~~Merger ~~Senior~~Agreement. ~~Subordinated~~Consummation ~~Notes due 2011 and 83/4% Senior Subordinated Notes due 2011~~ of ~~SunCom Wireless, or collectively~~ the ~~“SunCom Wireless~~ ~~Subordinated~~merger ~~Notes”,~~is ~~entered~~not ~~into~~subject ~~an Exchange Agreement, pursuant~~ to ~~which~~a ~~the~~financing ~~holders of the SunCom Wireless Subordinated Notes that are parties thereto~~condition, ~~who~~but ~~currently~~it ~~hold~~is ~~approximately 98% of the outstanding principal amount of the SunCom Wireless Subordinated Notes, will exchange all of their outstanding SunCom Wireless Subordinated Notes (~~subject to certain ~~contractual~~customary ~~constraints)~~conditions, inincluding ~~exchange~~adoption ~~for an aggregate~~ of ~~approximately~~the ~~51.9 million~~Merger ~~shares~~Agreement ofby Holdings’ ~~Class A~~stockholders, ~~common stock.~~authorization ~~The~~by ~~51.9 million~~the ~~shares~~Federal Communications ~~reflect~~Commission, ~~a 1-for-10 reverse stock split to be effected pursuant to~~ the ~~merger~~expiration ~~described~~or ~~below.~~termination ~~This~~of ~~exchange~~any ~~will~~applicable bereview ~~effected~~period by ~~SunCom Investment. Immediately prior~~the toCommittee ~~the~~on ~~exchange,~~Foreign ~~Holdings~~Investment ~~will~~in ~~contribute~~the toUnited ~~SunCom~~States ~~Investment~~under the ~~new~~Exon-Florio ~~shares~~Act ofif ~~Class A common stock necessary to complete~~ the ~~exchange.~~parties As file a ~~result~~voluntary ~~of the exchange~~notification, ~~the~~and ~~holders of~~ the ~~outstanding~~ ~~SunCom~~expiration ~~Wireless~~or ~~Subordinated~~termination ~~Notes~~of ~~participating in~~ the ~~exchange~~required ~~will~~waiting ~~receive~~period ~~in the~~under ~~aggregate (in respect of their SunCom Wireless Subordinated Notes tendered in~~ the ~~exchange) approximately 87.8% of Holdings’ outstanding Class A common stock on a fully~~Hart-~~diluted~~Scott-Rodino ~~basis.~~Antitrust ~~The existing~~Improvements ~~holders~~Act of ~~Holdings’ Class A common stock will own approximately 12~~1976.~~2% of Holdings’ Class~~ ~~A common stock on a fully-diluted basis following the exchange.~~

~~The~~Under ~~Exchange~~Delaware law, the adoption of the Merger Agreement ~~contains~~requires ~~customary~~the ~~representations,~~affirmative ~~warranties~~vote ~~and~~of ~~covenants~~the holders of a majority of Holdings’ outstanding shares of Class A common stock. In connection with the ~~Exchange~~Merger Agreement, on September 16, 2007, certain funds managed by, and other entities affiliated with, Highland Capital Management, L.P. and Pardus Capital Management, L.P., which collectively hold a majority of the ~~holders~~outstanding shares of Class A common stock of Holdings, entered into a voting agreement with T-Mobile and Merger Sub (the ~~SunCom~~“Voting ~~Wireless~~Agreement”) ~~Subordinated~~pursuant ~~Notes~~to ~~have~~which such stockholders have independently agreed to ~~“exit~~vote ~~consents”~~their shares in favor of the merger and against any alternative proposal (as such term is defined in the Merger Agreement), or any other proposal submitted to our stockholders that would reasonably be expected to materially and adversely delay, impede or be in opposition to or in competition with the Merger Agreement and the other related transactions, and to not sell, assign, transfer, pledge, encumber, or otherwise dispose of their shares of Class A common stock, except to their respective affiliates or other signatories of the Voting Agreement, if certain conditions and requirements are satisfied, and in connection with certain bona fide financing or derivative transactions. If either Holdings or T-Mobile terminates the Merger Agreement before the merger is completed under certain specified circumstances, the Voting Agreement will ~~remove~~remain in effect for seven months and fifteen days following the termination of the Merger Agreement; in certain other circumstances, ~~effective~~the asVoting Agreement will terminate upon the termination of the Merger Agreement. The merger is expected to close in the second quarter of 2008.

Holdings has made certain customary representations and warranties in the Merger Agreement and agreed to certain customary covenants, including covenants regarding operation of the business of the Company prior to the closing and covenants prohibiting Holdings from, among other things, soliciting, providing non-public information relating to the Company in

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

ofconnection ~~the~~with, ~~closing~~or entering ofinto ~~the~~discussions ~~exchange~~concerning, ~~substantially~~ ~~all~~proposals ofrelating ~~the~~to ~~restrictive~~alternative ~~covenants~~business ~~and~~combination transactions, except ~~certain~~in oflimited ~~the~~circumstances ~~events~~relating ofto ~~default~~unsolicited ~~from~~proposals ~~the~~that are, or may reasonably ~~indentures~~be ~~governing~~expected ~~the~~to ~~SunCom~~lead ~~Wireless~~to, ~~Subordinated~~a ~~Notes~~superior proposal (as such term is defined in the Merger Agreement).

The ~~Exchange~~Merger Agreement contains ~~covenants~~certain oftermination ~~the~~rights ~~parties calling~~ for ~~the~~both ~~board~~Holdings ofand ~~directors~~T-Mobile ofand ~~Holdings~~provides tothat, beif ~~reconstituted~~the ~~immediately~~Merger ~~following~~Agreement ~~the~~is ~~closing~~terminated ofunder ~~the~~specified ~~exchange,~~circumstances to(including ~~include Michael~~if ~~Kalogris~~Holdings’ ~~and~~Board ~~Scott Anderson, both current directors~~ of ~~Holdings,~~Directors aselects ~~well as eight new directors~~ to be ~~designated~~enter byinto ~~various~~an ofagreement ~~the~~involving ~~holders~~a ofsuperior ~~the~~proposal), Holdings ~~SunCom~~may ~~Wireless~~be ~~Subordinated~~required ~~Notes that are parties~~ to ~~the~~pay ~~Exchange~~T-Mobile ~~Agreement.~~a ~~Also~~termination ~~pursuant~~fee toof ~~the~~$48.0 million ~~Exchange Agreement~~and, ~~Holdings~~under ~~has~~other specified ~~agreed~~circumstances, ~~following the~~Holdings ~~closing~~may ofbe ~~the~~required ~~exchange,~~ to ~~pursue~~reimburse ~~strategic~~T-Mobile ~~alternatives,~~its ~~including~~transaction ~~the~~expenses ~~potential sale of~~up ~~substantially~~to ~~all of its business~~$10.0 million.

~~Under~~4. ~~the~~New ~~terms~~Accounting ~~of the Exchange Agreement, Holdings may not initiate or solicit alternative~~Pronouncements proposals prior to the closing of the exchange, subject to exceptions that permit Holdings’ board of directors to respond to unsolicited proposals and take actions required by their fiduciary duties.

~~The~~In ~~Exchange~~September 2006, ~~Agreement~~the ~~and~~Financial ~~the~~Accounting ~~related~~Standard ~~merger~~Board (~~described~~“FASB”) ~~below~~issued Statement of Financial Accounting Standards (“SFAS”) ~~have~~No. 157, ~~been~~“Fair ~~approved~~Value byMeasurements”, which is effective for ~~Holdings’~~fiscal ~~stockholders~~years beginning after November 15, 2007. The ~~consummation~~statement ofwas ~~the~~issued ~~exchange~~to isdefine ~~subject~~fair tovalue, establish ~~approval~~a ~~from~~framework ~~the~~for ~~FCC~~measuring fair value, and ~~other~~ ~~customary~~expand ~~closing~~disclosures ~~conditions~~about fair value measurements. The ~~parties~~Company ~~expect~~is currently assessing the ~~exchange~~effect, ~~and~~if ~~the~~any, ~~related~~this ~~merger~~statement towill ~~close~~have on inits ~~the~~financial ~~second~~statements ~~quarter~~or its results of ~~2007~~operations.

~~The~~In ~~Exchange Agreement contains termination rights~~February 2007, ~~including Holdings’ right to terminate~~ the ~~Exchange~~ ~~Agreement~~FASB ifissued ~~Holdings’~~SFAS ~~board~~No. 159, of“The ~~directors~~Fair ~~accepts~~Value aOption ~~superior~~for ~~proposal,~~Financial Assets and ~~provides~~Financial ~~that~~Liabilities, ~~upon~~ ~~the~~including ~~termination~~an amendment of ~~the~~FASB ~~Exchange~~Statement ~~Agreement~~No. 115”. ~~under~~This ~~specified~~statement permits ~~circumstances,~~entities ~~Holdings~~to ~~will~~choose ~~be required~~ to ~~pay~~measure ~~each~~many ~~holder~~financial ofinstruments ~~SunCom~~and ~~Wireless~~certain ~~Subordinated~~other ~~Notes~~items ~~that~~at ~~is a party to the Exchange~~fair ~~Agreement~~value athat ~~break-up~~are ~~fee~~not ~~equal~~currently required to 2%be ofmeasured ~~the~~at ~~total~~fair ~~outstanding~~value. ~~principal~~Unrealized ~~amount~~gains ofand ~~the~~losses ~~SunCom~~on ~~Wireless~~items ~~Subordinated~~for ~~Notes~~which ~~held by such holder as of~~ the ~~date~~fair ofvalue ~~the~~option ~~Exchange~~has ~~Agreement,~~been ~~or approximately~~elected ~~$14.2 million~~are reported in ~~the aggregate~~earnings. ~~Whether~~This orstatement does not ~~the~~affect ~~exchange~~any ~~transaction~~existing ~~is consummated,~~accounting ~~Holdings~~literature isthat ~~obligated~~requires tocertain ~~pay~~assets ~~the reasonable fees~~ and ~~expenses~~liabilities ~~of counsel~~ to ~~the~~ ~~holders~~be ofcarried ~~the~~at ~~SunCom~~fair ~~Wireless~~value. ~~Subordinated~~This ~~Notes~~statement ~~participating~~is ineffective ~~the~~for ~~exchange,~~fiscal upyears tobeginning ~~$1.0 million in~~after ~~the aggregate. As of March 31~~November 15, 2007,. ~~the~~The Company ~~had~~does ~~recorded~~not ~~$12.4 million~~expect ofthis ~~deferred transaction~~statement ~~costs,~~to ~~which~~have ~~consisted~~a ~~primarily~~material ofeffect ~~legal~~on ~~and~~its financial ~~advisory fees related to the~~ ~~exchange.~~statements ~~These~~or ~~costs~~its ~~are~~results ~~included~~of ~~within other current assets on the Company’s consolidated balance sheet~~operations.

~~Also on January 31, 2007, simultaneously with the execution of the Exchange Agreement, Holdings entered into an Agreement and Plan of Merger with SunCom Merger Corp~~5., ~~a Delaware corporation and direct wholly~~Stock-~~owned~~Based ~~subsidiary of Holdings formed for the purpose of entering into~~Compensation the merger agreement (“Merger Sub”). Pursuant to the merger agreement, Merger Sub will be merged with and into Holdings, with Holdings continuing as the surviving corporation in the merger. In the merger, each issued and outstanding share of Class A common stock of Holdings will be converted into 0.1 share of Class A common stock of Holdings, as the surviving corporation in the merger, plus the contingent right to receive additional shares of Class A common stock of Holdings, as the surviving corporation in the merger, totaling up to a maximum of 3% of the fully-diluted Class A common stock of Holdings (after giving effect to the exchange transaction assuming full participation by the SunCom Wireless Subordinated Notes) in the aggregate to all holders prior to the merger, in the event Holdings fails to undertake certain actions related to a potential sale of Holdings following the exchange and the merger. Each issued and outstanding share of common stock of Merger Sub will be cancelled in the exchange for no consideration. The merger will be consummated prior to the consummation of the transactions contemplated by the Exchange Agreement. The merger is being effected, among other reasons, to implement a 1-for-10 reverse stock split and to ensure that Holdings has sufficient authorized shares of Class A common stock to complete the exchange.

InHoldings ~~connection~~grants ~~with~~restricted ~~the~~stock ~~exchange,~~under ~~J.P.~~its ~~Morgan~~Amended ~~SBIC LLC~~ and ~~Sixty~~Restated ~~Wall~~Stock ~~Street~~and ~~SBIC~~Incentive ~~Fund~~Plan ~~L.P.~~and ~~transferred~~its ~~all~~Directors’ ofStock ~~their~~and ~~shares~~Incentive ofPlan ~~Holdings’~~to ~~Class B~~provide ~~non-voting~~incentives ~~common~~to ~~stock~~key ~~(which~~employees ~~constituted~~and ~~all~~non-management ~~remaining~~directors ~~outstanding~~and ~~Class B shares)~~ to ~~their~~further ~~affiliates,~~align ~~J.P.~~the ~~Morgan~~interests ~~Capital,~~of ~~L.P.~~such ~~and~~individuals ~~Sixty~~with ~~Wall Street~~those ~~Fund,~~of ~~L.P.,~~its ~~respectively~~stockholders. Grants ~~Such~~of ~~entities~~restricted ~~then~~stock ~~converted~~generally ~~all~~are ofmade ~~such~~annually ~~shares~~under ofthese ~~Class B non-voting~~stock ~~common~~plans, ~~stock~~and ~~into~~the ~~shares~~grants generally ofvest ~~Class A~~over ~~common~~a ~~stock~~four-year period.

9 The Company measures the fair value of restricted stock awards based upon the market price of Holdings’ Class A common stock as of the date of grant, and these grants are amortized over their applicable vesting period using the straight-line method. ~~Athens~~In ~~Sale~~accordance with SFAS No. 123(R) “Share-Based Payment”, the Company has estimated that its forfeiture rate is 3% based on historical experience. The Company’s net loss for the three months ended September 30, 2007 and 2006 included approximately $0.4 million and $0.6 million, respectively, of stock-based compensation expense, and the Company’s net loss for the nine months ended September 30, 2007 and 2006 included approximately $1.5 million and $3.6 million, respectively, of stock-based compensation expense. The following table summarizes the allocation of this compensation expense.

In August 2006, the Company entered into a definitive agreement to sell to Cingular Wireless substantially all of the assets of its wireless communications network and FCC licenses relating to its Athens, Georgia market. The closing of the sale was substantially completed on January 31, 2007. The carrying values of the network and related assets and FCC licenses sold as part of this agreement were $2.1 million and $8.9 million, respectively, and total proceeds for the fair value of the assets sold was approximately $10.9 million. After deducting $0.3 million of transaction costs, the loss on the Athens sale was approximately $0.4 million. This loss is included within depreciation and asset disposal expense on the consolidated statement of operations for the three months ended March 31, 2007.


	Three months ended				Nine months ended
	September 30,				September 30,
	2007		2006		2007		2006
			(Dollars in thousands)

Cost of service	$	24	$	51	$	112	$	290
Selling, general and administrative expense		398		555		1,409		3,337

Total stock-based compensation expense	$	422	$	606	$	1,521	$	3,627

The following activity occurred under Holdings’ stock plans for the nine months ended September 30, 2007:


				Weighted Average
	Shares			Grant-Date Fair Value
Unvested balance at December 31, 2006		230,213		$	23.12
Granted		77,938			17.15
Vested		(82,289	)		30.33
Forfeited		(4,009	)		19.61

Unvested balance at September 30, 2007		221,853		$	18.41

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

~~Pending~~As ~~the successful assignment~~ of ~~six~~September 30, ~~cell sites related to the Athens sale~~2007, ~~Cingular Wireless~~there ~~will~~was ~~pay~~approximately ~~the Company an additional~~ $02.96 million of ~~cash,~~total ~~and~~unrecognized compensation ~~the~~costs related ~~assets,~~to ~~which have~~Holdings’ astock ~~carrying value of approximately $0~~plans.~~4 million,~~ ~~will~~These becosts ~~transferred~~are ~~to Cingular Wireless. This transaction is~~ expected to be ~~completed~~recognized ~~during~~over a ~~the~~weighted ~~second~~average ~~half~~period of ~~2007~~2.3 years. In ~~accordance with SFAS No. 144~~addition, ~~“Accounting~~an ~~for~~aggregate ~~the Impairment or Disposal~~ of ~~Long-Lived Assets”~~96,438 ~~these~~shares ~~pending assets~~were ~~have been classified in assets held~~ authorized for ~~sale~~future ongrants ~~the~~under ~~consolidated~~Holdings’ ~~balance~~stock ~~sheet~~plans as of ~~March 31~~September 30, 2007.

~~10.~~ During ~~Tower~~the ~~Sale~~nine months ended September 30, 2007 and 2006, the following activity occurred under Holdings’ stock plans:

On November 13, 2006, the Company agreed to sell 69 wireless communications towers located in its continental United States business segment to SBA Towers II LLC (“SBA”) for approximately $17.0 million, reflecting a price of approximately $0.3 million per tower. The closing of 58 of the 69 towers occurred during the first quarter of 2007. The remaining eleven sites are expected to close during the second quarter of 2007 (see Note 13 “Subsequent Events”).


	Nine months ended September 30,
	2007		2006

Stock awards granted (shares)		77,938		119,857
Weighted average grant-date fair value (per share)	$	17.15	$	14.87
Total fair value of shares vested (in thousands)	$	2,496	$	3,909

In connection with the sale of the towers, the Company has entered into site lease agreements with SBA, under which it will pay SBA monthly rent for the continued use of space that the Company occupied on the towers prior to their sale6. ~~The~~Restricted ~~leases~~Cash ~~have~~and anRestricted ~~initial~~ Short-term ~~of 10 years, and the~~Investments monthly rental amount are subject to certain escalation clauses over the life of the lease. The Company is required to prepay the first four years’ rent under each site agreement at each closing, and during the first quarter of 2007, the Company paid approximately $4.8 million in connection with the closings.

~~The~~Restricted ~~Company~~cash ~~accounted~~and ~~for~~restricted ~~this sale~~short-~~leaseback~~term ~~transaction~~investments inrepresent ~~accordance~~deposits ~~with~~that ~~SFAS~~are ~~No. 98~~pledged as ~~“Accounting~~collateral for ~~Leases”~~the ~~and~~Company’s ~~SFAS~~surety ~~No. 28~~bonds ~~“Accounting~~on ~~for~~its ~~Sales~~cell ~~with~~site ~~Leasebacks”~~leases. ~~The~~As ~~carrying value~~ of ~~the towers sold was approximately $1.6~~September ~~million.~~30, ~~After~~2007, ~~deducting~~the Company ~~$0.3 million~~had oftotal ~~selling~~restricted ~~costs, the~~cash ~~gain~~and onshort-term ~~the~~investments ~~sale~~ of ~~the towers was approximately~~ $121.57 million~~, all of which was deferred and is being recognized over the remaining operating lease terms of the towers that are leased-back to the Company~~.

11 7. ~~Recently~~Property ~~Adopted~~and ~~Accounting Pronouncements~~Equipment

The ~~Company~~following ~~adopted~~table ~~the~~summarizes ~~provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”) on January 1, 2007. As a result of~~ the ~~implementation of FIN 48, the~~ Company’s ~~recognized~~property ~~a $2.9 million alternative minimum income tax liability~~ and ~~interest~~equipment ~~expense~~as ~~for unrecognized tax benefits,~~ of ~~which $2.5~~September ~~million~~30, ~~was recorded as a deferred tax asset and the~~2007 ~~remaining $0.4 million was accounted for as an adjustment to the beginning balance of retained earnings on the consolidated balance sheet. As of the date of adoption~~ and ~~after the impact of recognizing the increase in liabilities noted above~~December 31, ~~the Company’s unrecognized tax benefits totaled $20.2 million~~2006, ~~the disallowance of which would not affect the annual effective income tax rate~~respectively. ~~The Company does not expect the unrecognized tax benefit to change significantly during the~~ ~~next twelve months.~~

The Company and its subsidiaries are subject to U.S. federal income tax as well as income tax of multiple state and foreign jurisdictions. The Company is subject to U.S. federal income tax and state and local income tax examination for all years since 1997. The Company is subject to foreign income tax examination for all years since 2004.


	September 30,			December 31,
	2007			2006
	(Dollars in thousands)
*Property and equipment:*
Land	$	313		$	313
Network infrastructure and equipment		808,872			792,356
Furniture, fixtures and computer equipment		117,960			111,852
Capital lease assets		1,423			1,424
Construction in progress		14,178			16,839

		942,746			922,784
Less accumulated depreciation		(503,529	)		(441,904	)

Property and equipment, net	$	439,217		$	480,880

~~The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense~~8. ~~During~~Detail the three months ended March 31, 2007, the Company recognized approximately $0.4 million in potential interest associated with uncertain tax positions, which increased the Company’s unrecognized tax benefit to $20.6 million as of ~~March 31, 2007.~~Certain ~~Accrued interest and penalties were $3.1 million and $3.5 million as of January 1, 2007 and~~Liabilities March 31, 2007, respectively. To the extent interest is not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision.

InThe ~~June 2006,~~following ~~the~~table ~~FASB~~summarizes ~~ratified~~certain ~~the~~current ~~Emerging~~liabilities ~~Issues~~as ~~Task~~of ~~Force issue 06-3~~September 30, ~~“How~~2007 ~~Taxes Collected From Customers~~ and ~~Remitted to Governmental Authorities Should Be Presented in the Income~~December Statement (Gross Versus Net Presentation)” (“EITF 06-3”). EITF 06-3 addresses income statement presentation and disclosure requirements for taxes assessed by a governmental authority that are directly imposed on and concurrent with a revenue-producing transaction between a seller and a customer31, including sales and use taxes. EITF 06-3 permits such taxes to be presented on either a gross basis (included in revenues and costs) or on a net basis (excluded from revenues). The Company has historically presented2006, ~~and will continue to present, such taxes on a net basis.~~respectively:


	September 30,		December 31,
	2007		2006
	(Dollars in thousands)
*Accrued liabilities:*
Bank overdraft liability	$	5,219	$	14,741
Accrued payroll and related expenses		14,120		20,255
Accrued expenses		30,839		30,930
Accrued interest		21,025		23,208

Total accrued liabilities	$	71,203	$	89,134


*Other current liabilities:*
Deferred revenue	$	17,839	$	17,638
Deferred gain on sale of property and equipment		2,745		2,205
Security deposits		5,669		5,094

Total other current liabilities	$	26,253	$	24,937

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

12 9. ~~Segment~~Long-Term ~~Information~~Debt

The ~~Company~~following ~~has~~table ~~two~~summarizes reportable segments, which it operates and manages as strategic business units. Reportable segments are defined as components of an enterprise for which separate financial information is available and is evaluated regularly by the ~~chief operating decision makers in deciding how to allocate resources and in assessing performance. The~~ Company’s ~~reporting~~indebtedness ~~segments are~~as ~~based upon geographic area~~ of ~~operation;~~September 30, ~~one~~2007 ~~segment consists of the Company’s operations in the continental United States~~ and ~~the other consists of the Company’s operations in Puerto Rico and~~December 31, ~~the~~2006, ~~U.S. Virgin Islands. The “Corporate and other” segment column below includes centralized~~respectively: ~~services that largely support both segments. The Company’s reporting segments follow the same accounting policies used for the Company’s consolidated financial statements.~~


	September 30,		December 31,
	2007		2006
	(Dollars in thousands)

*Current portion of long-term debt:*
Current portion of capital lease obligations	$	308	$	310
Current portion of senior secured term loan		2,500		2,500

Total current portion of long-term debt		2,808		2,810

*Long-term debt:*
Capital lease obligations	$	429	$	531
Senior secured term loan		240,625		242,500
8 ¹/₂% senior notes		715,306		714,341
9 ³/₈% senior subordinated notes		5,402		340,735
8 ³/₄% senior subordinated notes		6,813		391,630

Total long-term debt		968,575		1,689,737


Total debt	$	971,383	$	1,692,547

10. Athens Sale

In August 2006, the Company entered into a definitive agreement to sell to Cingular Wireless substantially all of the assets of its wireless communications network and FCC licenses relating to its Athens, Georgia market. The closing of the sale was substantially completed on January 31, 2007. The carrying values of the network and related assets and FCC licenses sold as part of this agreement were $2.4 million and $8.9 million, respectively, and total proceeds for the fair value of the assets sold were approximately $11.7 million. After deducting $0.3 million of transaction costs, the gain on the Athens sale was approximately $0.1 million. This gain is included within depreciation and asset disposal expense on the consolidated statement of operations for the nine months ended September 30, 2007.

Pending the successful assignment of one cell site related to the Athens sale, Cingular Wireless will pay the Company an additional $0.1 million, and the related assets, which have a carrying value of approximately $0.1 million, will be transferred to Cingular Wireless. This final part of the transaction is expected to be completed during the fourth quarter of 2007. In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, this pending asset has been classified in assets held for sale on the consolidated balance sheet as of September 30, 2007.

11. Tower Sale

On November 13, 2006, the Company agreed to sell 69 wireless communications towers located in its continental United States business segment to SBA Towers II LLC (“SBA”) for approximately $17.0 million, reflecting a price of approximately $0.3 million per tower. The closing of 63 of the 69 towers occurred during the first six months of 2007, and the remaining six sites will not be sold to SBA.

In connection with the sale of the towers, the Company has entered into site lease agreements with SBA, under which it will pay SBA monthly rent for the continued use of space that the Company occupied on the towers prior to their sale. The leases have an initial term of 10 years, and the monthly rental amount is subject to certain escalation clauses over the life of the lease. The Company is required to prepay the first four years’ rent under each site agreement at each closing, which aggregated to approximately $5.2 million during the first nine months of 2007.

The Company accounted for this sale-leaseback transaction in accordance with SFAS No. 98 “Accounting for Leases” and SFAS No. 28 “Accounting for Sales with Leasebacks”. The proceeds for the sale of the 63 towers were approximately $15.5 million and the carrying value of the towers was approximately $1.7 million. After deducting $0.4 million of selling costs, the gain on the sale of the towers was approximately $13.4 million, all of which was deferred and will be recognized over the remaining operating lease terms of the towers that have been leased back to the Company.

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

12. Recently Adopted Accounting Pronouncements

The Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes” (“FIN 48”), on January 1, 2007. As a result of the implementation of FIN 48, the Company recognized a $2.9 million alternative minimum income tax liability and interest expense for unrecognized tax benefits, of which $2.5 million was recorded as a deferred tax asset and the remaining $0.4 million was accounted for as an adjustment to the beginning balance of retained earnings on the consolidated balance sheet. As of the date of adoption and after the impact of recognizing the increase in liabilities noted above, the Company’s unrecognized tax benefits totaled $20.2 million, the disallowance of which would not affect the annual effective income tax rate. The Company does not expect the unrecognized tax benefit to change significantly during the next twelve months.

The Company is subject to U.S. federal income tax as well as income tax of multiple state and foreign jurisdictions. The Company is subject to U.S. federal income tax and certain state and local income tax examination for all years since 1997. The Company is subject to foreign income tax examination for all years since 2004.

The Company’s continuing practice is to recognize interest and/or penalties related to income tax matters in income tax expense. During the nine months ended September 30, 2007, the Company recognized approximately $1.7 million in potential interest associated with uncertain tax positions, which increased the Company’s unrecognized tax benefit to $21.9 million as of September 30, 2007. Accrued interest and penalties were $3.1 million and $4.8 million as of January 1, 2007 and September 30, 2007, respectively. To the extent interest is not assessed with respect to uncertain tax positions, amounts accrued will be reduced and reflected as a reduction of the overall income tax provision.

In June 2006, the FASB ratified the Emerging Issues Task Force issue 06-3, “How Taxes Collected From Customers and Remitted to Governmental Authorities Should Be Presented in the Income Statement (Gross Versus Net Presentation)” (“EITF 06-3”). EITF 06-3 addresses income statement presentation and disclosure requirements for taxes assessed by a governmental authority that are directly imposed on and concurrent with a revenue-producing transaction between a seller and a customer, including sales and use taxes. EITF 06-3 permits such taxes to be presented on either a gross basis (included in revenues and costs) or on a net basis (excluded from revenues). The Company has historically presented, and will continue to present, such taxes on a net basis.

13. Segment Information

The Company has two reportable segments, which it operates and manages as strategic business units. Reportable segments are defined as components of an enterprise for which separate financial information is available and is evaluated regularly by the chief operating decision makers in deciding how to allocate resources and in assessing performance. The Company’s reporting segments are based upon geographic area of operation; one segment consists of the Company’s operations in the continental United States and the other consists of the Company’s operations in Puerto Rico and the U.S. Virgin Islands. The “Corporate and other” column below includes centralized services that largely support both segments. The Company’s reporting segments follow the same accounting policies used for the Company’s consolidated financial statements.

Financial information by reportable business segment is as follows:

As of and for the three months

ended March 31, 2007

ended March 31, 2006

ended September 30, 2007

ended September 30, 2006

Puerto Rico

Continental

Puerto Rico and

Corporate

Continental

Puerto Rico and

Corporate

Continental

and U.S.

Continental

and U.S.

U.S.

U.S. Virgin Islands

and other

Consolidated

U.S.

U.S. Virgin Islands

and other

Consolidated

United

Virgin

Corporate

United

Virgin

Corporate

States

Islands

and other

Consolidated

States

Islands

and other

Consolidated

(Dollars in thousands)

Revenues:

Revenue:

Service

~~132~~139,~~960~~445

5360,~~475~~057

—

~~186~~199,~~435~~502

~~110~~122,~~057~~635

4548,~~410~~471

—

~~155~~171,~~467~~106

Roaming

1817,~~773~~186

32,~~229~~943

—

2220,~~002~~129

1720,~~855~~423

3,~~611~~080

—

2123,~~466~~503

Equipment

1814,~~210~~591

65,~~273~~698

—

2420,~~483~~289

2018,~~125~~012

46,~~834~~433

—

24,~~959~~445

Total revenue

~~169~~171,~~943~~222

6268,~~977~~698

—

~~232~~239,920

~~148~~161,~~037~~070

5357,~~855~~984

—

~~201~~219,~~892~~054

Depreciation, asset disposal and amortization

1918,~~130~~231

6,~~937~~285

52,~~913~~929

3127,~~980~~445

8320,~~874~~077

267,~~527~~505

43,~~602~~140

~~115~~30,~~003~~722

Income (loss) from operations

1518,~~657~~100

711,~~975~~805

($1311,~~531~~111

)

1018,~~101~~794

~~($76~~4,~~825~~507

)

~~($19~~4,~~307~~947

)

($1310,~~673~~615

)

($~~109~~1,~~805~~161

)

Total assets

1,~~071~~014,~~882~~426

~~352~~371,~~673~~605

~~217~~226,~~476~~252

1,~~642~~612,~~031~~283

1,~~162~~100,~~586~~259

~~342~~344,~~458~~780

~~343~~264,~~274~~457

1,~~848~~709,~~318~~496

Capital expenditures

23,~~007~~701

23,~~106~~770

1,~~206~~632

59,~~319~~103

52,~~653~~084

43,~~551~~571

1,~~098~~601

117,~~302~~256

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


	As of and for the nine months									As of and for the nine months
	ended September 30, 2007									ended September 30, 2006
	Continental		Puerto Rico and		Corporate					Continental			Puerto Rico and			Corporate
	U.S.		U.S. Virgin Islands		and other			Consolidated		U.S.			U.S. Virgin Islands			and other			Consolidated

	(Dollars in thousands)

Revenue:
Service	$	410,600	$	171,011	$	—		$	581,611	$	350,470		$	140,533		$	—		$	491,003
Roaming		57,572		9,658		—			67,230		55,970			8,518			—			64,488
Equipment		47,820		18,633		—			66,453		54,924			17,219			—			72,143

Total revenue		515,992		199,302		—			715,294		461,364			166,270			—			627,634
Depreciation, asset disposal and amortization		56,202		19,771		11,630			87,603		186,615			42,071			12,259			240,945
Income (loss) from operations	$	53,815	$	32,703		($36,027	)	$	50,491		($132,573	)		($12,070	)		($37,885	)		($182,528	)


Total assets	$	1,014,426	$	371,605	$	226,252		$	1,612,283	$	1,100,259		$	344,780		$	264,457		$	1,709,496
Capital expenditures		8,840		11,978		4,632			25,450		31,903			13,621			3,905			49,429

A reconciliation from segment income (loss) from operations to consolidated loss before taxes is set forth below:

	For the three months ended March 31,
	For the three months						For the nine months ended
	2007			2006
	ended September 30,						September 30,
	(Dollars in thousands)
	2007			2006			2007			2006
Total segment income (loss) from operations	$	10,101			($109,805	)
	(Dollars in thousands)
Unallocated amounts:
Total segment income (loss) from operations	$	18,794			($1,161	)	$	50,491			($182,528	)
Interest expense		(38,334	)		(37,742	)
Unallocated amounts:
Interest and other income		2,404			4,094
Interest expense		(21,548	)		(38,393	)		(89,517	)		(114,302	)
Consolidated loss before taxes		($25,829	)		($143,453	)
Loss on debt for equity exchange		(284	)		—			(183,152	)		—
Interest and other income		2,526			3,210			7,352			10,617
Consolidated loss before taxes		($512	)		($36,344	)		($214,826	)		($286,213	)

13~~. Subsequent Event~~

Tower Sale. On November 13, 2006, the Company agreed to sell 69 wireless communications towers located in its continental United States business segment to SBA for approximately $17.0 million, reflecting a price of approximately $0.3 million per tower. The closing of 58 of the 69 towers occurred during the first quarter of 2007. The closing of an additional five towers occurred on April 25, 2007 for a purchase price of approximately $1.1 million. The remaining six sites are expected to close during the second quarter of 2007.

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

General

In this section, the terms SunCom, we, us, our and similar terms refer collectively to SunCom Wireless Holdings, Inc., our wholly-owned subsidiary, SunCom Wireless, Inc., and their consolidated subsidiaries. Holdings refers to SunCom Wireless Holdings, Inc. and SunCom Wireless refers to SunCom Wireless, Inc. The following discussion and analysis is based upon our financial statements as of the dates and for the periods presented in this section. You should read this discussion and analysis in conjunction with our financial statements and the related notes contained elsewhere in this report.

Forward-~~looking~~Looking Statements

When used in this Form 10-Q and in future filings by us with the Securities and Exchange Commission, in our press releases and in oral statements made with the approval of an authorized executive officer of SunCom, statements concerning possible or assumed future results of operations of SunCom and those preceded by, followed by or that include the words “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms and other comparable terminology (including confirmations by an authorized executive officer of SunCom or any such expressions made by a third party with respect to SunCom) are intended to identify “forward-looking statements” within the meaning of ~~Section 21E of~~ the Private Securities ~~Exchange~~Litigation Reform Act of ~~1934~~1995. Readers are cautioned not to place undue reliance on any such forward-looking statements, each of which speaks only as of the date made. Such statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. For a discussion of certain risks and uncertainties that could affect our results of operations, liquidity and capital resources, see the “Risk Factors” section of our Form 10-K for the year ended December 31, 2006, Part II, Item 1A of our Form 10-Q for the quarter ended June 30, 2007 and of this report, as well as our other Securities and Exchange Commission filings. We have no obligation to release publicly the result of any revisions, which may be made to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements.

Overview

We are a provider of digital wireless communications services in the southeastern United States, Puerto Rico and the U.S. Virgin Islands. ~~We provide wireless communications services under the SunCom Wireless brand name.~~ As of ~~March~~September 3130, 2007, our wireless communications network covered a population of approximately 14.86 million potential customers in a contiguous geographic area encompassing portions of North Carolina, South Carolina, Tennessee and Georgia. In addition, we operate a wireless communications network covering a population of approximately 4.1 million potential customers in Puerto Rico and the U.S. Virgin Islands.

Our strategy is to provide extensive coverage to customers within our ~~regions~~region, to offer our customers high-quality, innovative voice and data services with coast-to-coast coverage via compelling rate plans and to benefit from roaming revenues generated by other carriers’ wireless customers who roam into our covered area.

We believe our markets are strategically attractive because of their strong demographic characteristics for wireless communications services. According to the 2005 Paul Kagan Associates Report, our service area includes 11 of the top 100 markets in the country with population densities that are higher than the national average. We currently provide wireless voice and data services utilizing global system for mobile communications and general packet radio service, or GSM/GPRS, technology, which is capable of providing enhanced voice and data services.

Debt-for-Equity Exchange

In order to improve our capital structure, we entered into an exchange agreement on January 31, 2007 with certain holders of the 9³/8% senior subordinated notes due 2011 and 8³/4% senior subordinated notes due 2011 issued by SunCom Wireless. On May 15, 2007, Holdings implemented a 1-for-10 reverse stock split to ensure that there existed sufficient authorized shares of Class A common stock to complete the debt-for-equity exchange contemplated by the exchange agreement. Also, on May 15, 2007, pursuant to the exchange agreement, holders of SunCom Wireless’ subordinated notes exchanged notes representing 98.3% of the outstanding SunCom Wireless subordinated notes for approximately 52.0 million shares of Holdings Class A common stock (after giving effect to the 1-for-10 reverse stock split immediately prior to the exchange). See Note 2 to our consolidated financial statements for more information.

Merger Agreement with T-Mobile

In connection with the exchange transaction, we agreed to explore strategic alternatives, including a possible sale of SunCom. On September 16, 2007, we entered into an Agreement and Plan of Merger with T-Mobile USA, Inc., a Delaware corporation and wholly-owned subsidiary of Deutsche Telekom AG, and Tango Merger Sub, Inc., a newly-formed Delaware corporation and a wholly-owned subsidiary of T-Mobile.

Under the terms of the merger agreement, the newly-formed merger subsidiary of T-Mobile will be merged with and into Holdings, with Holdings surviving the merger as a wholly-owned subsidiary of T-Mobile. At the effective time of the merger, shares of Class A common stock owned by T-Mobile or its merger subsidiary and shares of Class A common stock held by Holdings (as treasury stock or otherwise) will be canceled. All other outstanding shares of Class A common stock, other than shares owned by any stockholder who is entitled to and who properly exercises appraisal rights under Delaware law, will be canceled and each converted into the right to receive $27.00 in cash, without interest, less any applicable withholding taxes. Restricted shares, granted subject to vesting or other lapse restrictions, will vest and become free of such restrictions immediately prior to the effective time of the merger and will be canceled and converted into the right to receive $27.00 in cash, without interest, less any applicable withholding taxes, subject to certain limitations with respect to restricted shares granted after September 16, 2007. See Note 3 to our consolidated financial statements for more information about the terms of the merger agreement.

Our board of directors has unanimously approved the merger agreement. Consummation of the merger is not subject to a financing condition, but it is subject to certain customary conditions, including adoption of the merger agreement by our stockholders, authorization by the Federal Communications Commission, the expiration or termination of any applicable review period by the Committee on Foreign Investment in the United States under the Exon-Florio Act if the parties file a voluntary notification, and the expiration or termination of the required waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976. The merger is expected to close in the second quarter of 2008. The terms of certain of our agreements, including contracts, employee benefit arrangements and debt instruments, have provisions that could result in changes to those agreements upon consummation of the merger.

On October 31, 2007, our board of directors resolved to call a special meeting of stockholders at which, among other things, stockholders will be asked to adopt the merger agreement. The record date for the special meeting is November 1, 2007, and the meeting will be held at 9:00 a.m. Eastern Time on December 10, 2007 at our headquarters in Berwyn, Pennsylvania. The merger agreement and other matters relevant to the proposed merger will be described in greater detail in definitive proxy materials that we expect to mail to stockholders of record as of the record date during the first two weeks of November.

Under Delaware law, the adoption of the merger agreement requires the affirmative vote of the holders of a majority of the outstanding shares of Class A common stock. In connection with the merger agreement, on September 16, 2007, certain funds managed by, and other entities affiliated with, Highland Capital Management, L.P. and Pardus Capital Management, L.P., which collectively hold approximately 50.7% of the outstanding shares of Class A common stock of Holdings, entered into a voting agreement with T-Mobile and its merger subsidiary pursuant to which such stockholders have independently agreed to vote their shares of Class A common stock in favor of the merger and against any alternative proposal (as such term is defined in the merger agreement), or any other proposal submitted to our stockholders that would reasonably be expected to materially and adversely delay, impede or be in opposition to or in competition with the merger agreement and the other related transactions, and to not sell, assign, transfer, pledge, encumber or otherwise dispose of their shares of Class A common stock, except to their respective affiliates or other signatories of the voting agreement, if certain conditions and requirements are satisfied, and in connection with certain bona financing or derivative transactions. If either Holdings or T-Mobile terminates the merger agreement before the merger is completed under certain specified circumstances, the voting agreement will remain in effect for seven months and fifteen days following the termination of the merger agreement; in certain other circumstances, the voting agreement will terminate upon the termination of the merger agreement. Accordingly, unless the merger agreement is terminated before the special meeting, stockholder approval of the merger is assured.

The descriptions of the merger agreement and the voting agreement in this report do not purport to be complete and are qualified in their entirety by reference to the full text of the merger agreement and the voting agreement, which are referenced and incorporated as exhibits 2.4 and 99.1, respectively.

Results of Operations

We have two reportable segments, which we operate and manage as strategic business units. Our reporting segments are based upon geographic area of operation; one segment consists of our operations in the continental United States, and the other consists of our operations in Puerto Rico and the U.S. Virgin Islands. Each reporting segment markets wireless rate plans to ~~consumers~~ ~~that are specific to its respective geographic area. For purposes of this discussion, corporate expenses are included in the continental United States segment results.~~

~~Three Months Ended March 31, 2007 Compared to the Three Months Ended March 31, 2006~~15

Consolidated operations

The table below summarizes the consolidated key metrics of our operations as of and for the three months ended March 31, 2007 and 2006. These results are further described in our segment discussions.

	As of and for the three months ended March 31,
	2007			2006			Change			Change %
Gross additions		107,851			116,315			(8,464	)		(7.3	%)
Net additions		33,646			41,292			(7,646	)		(18.5	%)
Subscribers (end of period)		1,120,838			1,007,114			113,724			11.3	%
Monthly subscriber churn		2.2	%		2.5	%		0.3	%		12.0	%
Average revenue per user	$	55.70		$	51.55		$	4.15			8.1	%
Cost per gross addition	$	402		$	382			($20	)		(5.2	%)

consumers that are specific to its respective geographic area. For purposes of this discussion, corporate expenses are included in the continental United States segment results.

Three Months Ended September 30, 2007 Compared to the Three Months Ended September 30, 2006

Consolidated operations

The table below summarizes the consolidated key metrics of our operations as of and for the three months ended September 30, 2007 and 2006. These results are further described in our segment discussions.


	As of and for the three months ended September 30,
	2007			2006			Change			Change %
Gross additions		101,371			105,564			(4,193	)		(4.0	%)
Net additions		2,161			15,387			(13,226	)		(86.0	%)
Subscribers (end of period)		1,139,127			1,046,830			92,297			8.8	%
Monthly subscriber churn		2.9	%		2.9	%		—			—
Average revenue per user	$	57.38		$	54.56		$	2.82			5.2	%
Cost per gross addition	$	447		$	400			($47	)		(11.8	%)

Gross additions are new subscriber activations, and net additions are gross additions less subscriber deactivations. Monthly subscriber churn is calculated by dividing subscriber deactivations by our average subscriber base for the period. These statistical measures may not be compiled in the same manner as similarly titled measures of other companies. In addition, average revenue per user, or ARPU, and cost per gross addition, or CPGA, are performance measures not calculated in accordance with accounting principles generally accepted in the United States, or GAAP. For more information about ARPU and CPGA, see “Reconciliation of Non-GAAP Financial Measures” below.

Continental ~~United~~U.S. ~~States~~and corporate segment operations

The table below summarizes ~~the~~ key metrics ~~in the operations~~ of our continental ~~United~~U.S. ~~States~~ and corporate segment operations as of and for the three months ended ~~March~~September 3130, 2007 and 2006.

	As of and for the three months ended March 31,
	As of and for the three months ended September 30,
	2007			2006			Change			Change %
Gross additions		6864,~~106~~115			7864,~~960~~958			(~~10,854~~843	)		(131.73	%)
Net additions		20(7,~~136~~699	)		~~35,982~~91			(157,~~846~~790	)		~~(44.0~~n/a	%)
Subscribers (end of period)		~~793~~791,~~120~~695			~~734~~750,~~953~~423			5841,~~167~~272			75.95	%
Monthly subscriber churn		23.0	%		2.09	%		—(0.1	%)		—(3.4	%)
Average revenue per user	$	5658.6864		$	5154.2144		$	54.4720			107.7	%
Cost per gross addition	$	~~424~~455		$	~~406~~439			($1816	)		(43.46	%)

Subscribers. The decrease in total net subscriber additions of 157,~~846~~790 was driven by ~~lower subscriber~~a ~~gross additions and higher involuntary subscriber deactivations due to non-payment for~~13,653 ~~the~~decline ~~quarter~~in ~~ended~~our ~~March 31,~~postpaid ~~2007,~~net ~~compared to the same period of last year. We believe the lower year-over-year gross~~ subscriber additions ~~were~~that ~~the~~was ~~result~~partially ofoffset ~~our~~by ~~strategy to pursue higher ARPU subscribers as well as increased competitive pressure for~~ a ~~diminishing pool of potential subscribers. The 58~~5,~~167~~863 increase in our ~~total~~prepaid ~~subscribers was attributable to~~ net subscriber additions ~~from April 1, 2006 through March 31, 2007~~.

~~Monthly~~ Subscriber ~~Churn.~~gross ~~The~~additions: ~~monthly~~Gross subscriber ~~churn~~additions ~~was~~in ~~flat~~our ~~due~~postpaid tobase ~~decreased~~declined ~~voluntary~~17,089 ~~subscriber~~primarily ~~deactivations~~as ~~resulting~~a ~~from~~result ~~the reduced impact~~ of ~~the~~an ~~migration~~appreciable ofincrease ~~our subscribers from TDMA to GSM/GPRS technology~~ in ~~2006,~~both ~~offset~~access byand ~~increased~~equipment ~~involuntary~~pricing ~~subscriber~~on ~~deactivations due~~our month-to ~~non~~-~~payment~~month byrate aplan ~~higher~~offerings, ~~credit~~which ~~challenged~~are ~~customer~~sold ~~mix.~~primarily Weto ~~believe~~credit-challenged ~~that churn in the~~subscribers. ~~continental~~Prepaid ~~United~~gross ~~States~~additions ~~segment~~increased ~~may~~16,246, ~~increase~~as ~~slightly~~we indid ~~the~~not ~~near~~offer ~~term due to increased~~a ~~involuntary~~prepaid ~~churn~~product asuntil aSeptember ~~result~~ of ~~rate plan offerings to more credit challenged customers~~2006.

~~Average~~Subscriber ~~Revenue~~deactivations: ~~Per~~Involuntary ~~User.~~deactivations ~~ARPU~~due ~~reflects~~to ~~the~~non-payment ~~average~~in ~~amount~~our ~~billed~~postpaid ~~to subscribers based on~~base ~~rate~~increased ~~plan and calling feature offerings. ARPU is calculated~~ by ~~dividing service revenue~~3,387 ~~excluding service~~due ~~revenue credits made~~ to ~~existing~~a ~~subscribers~~higher ~~and revenue not generated by wireless subscribers, by our average~~ subscriber base ~~for~~and ~~the~~higher ~~respective~~churn ~~period.~~on ~~The~~the ~~ARPU~~month-to-month ~~increase of $5~~plans.47 ~~was~~Voluntary ~~primarily~~subscriber ~~the~~deactivations ~~result~~in ofour anpostpaid ~~increase~~base indeclined ~~average~~6,823 ~~revenue~~due ~~from~~to ~~usage~~the completion of ~~features offered for~~our ~~additional~~subscriber ~~fees~~migration ~~and~~from anTDMA ~~increase~~technology into ~~average~~GSM/GPRS ~~access~~technology ~~revenue per subscriber. The increase~~ in ~~average feature revenue was primarily~~ the ~~result~~third ofquarter ~~subscribers increased usage~~ of ~~our data offerings~~2006, ~~such~~ aswhich ~~short~~resulted ~~message service, or SMS, and downloadable ring tones. The increase~~ in ~~average access revenue was primarily the result of~~ higher ~~access~~than ~~points~~usual onvoluntary ~~add-a-line activations~~churn. In addition, ~~miscellaneous~~ ~~revenue~~prepaid ~~also~~deactivations increased ~~due to higher fees charged to delinquent paying subscribers.~~ ~~As a result of an anticipated mix of new rate plan offerings~~10,383, as we ~~expect~~did ~~ARPU~~not tooffer ~~remain~~a ~~relatively flat~~prepaid inproduct ~~the~~until ~~foreseeable~~September ~~future. For more details regarding our calculation~~ of ~~ARPU, refer to “Reconciliation of Non-GAAP Financial Measures” below~~2006.

~~Cost~~As ~~Per Gross Addition. CPGA is calculated by dividing the sum~~ of ~~equipment~~September 30, ~~margin~~2007, ~~for handsets~~our ~~sold~~postpaid tosubscriber ~~new~~base ~~subscribers (equipment revenue less cost~~ of ~~equipment~~769,494 ~~which~~included ~~costs~~23,235 ~~have~~subscribers ~~historically~~on ~~exceeded~~ the ~~related revenues) and selling expenses (exclusive of the non~~month-~~cash compensation portion of the selling expenses) related~~ to-month ~~adding~~offerings, ~~new~~and ~~subscribers~~our byprepaid ~~total gross~~ subscriber ~~additions~~base ~~during~~included ~~the~~22,201 ~~relevant period~~subscribers. The 41,272 ~~CPGA~~ increase ofin ~~$18,~~total orsubscribers ~~4.4%,~~ was ~~primarily the~~attributable ~~result~~to ofnet ~~lower~~subscriber ~~gross~~ additions tofrom ~~leverage the fixed selling costs for the period~~October 1, ~~partially offset by lower~~ ~~advertising~~2006 ~~and~~through ~~promotional~~September 30, ~~spending~~2007. ~~and~~We ~~lower~~continue ~~commission~~to ~~expense~~target ~~per~~high-value ~~gross~~subscribers ~~addition~~while ~~due to a shift~~maintaining insubscriber ~~the distribution channel mix favoring company-owned channels,~~growth.

1316

~~which~~ Monthly ~~historically~~Subscriber ~~have~~Churn. aOur ~~lower~~monthly postpaid subscriber churn was 2.6% and 2.9% for the ~~commission~~three ~~expense~~months ended September 30, 2007 and September 30, 2006, respectively. ~~For~~This ~~more~~decrease ~~details~~resulted from ~~regarding~~the completion of our ~~calculation~~subscriber migration from TDMA technology to GSM/GPRS technology in the third quarter of ~~CPGA~~2006, ~~refer~~which resulted in higher than usual voluntary churn. Partially offsetting this decrease was higher churn on the above-mentioned month-to-month ~~“Reconciliation~~rate plans. Subscriber churn on these plans was 9.7% for the three months ended September 30, 2007 and 6.7% for the three months ended September 30, 2006. Prepaid subscriber churn was 18.2% for the three months ended September 30, 2007, and there was no comparable data for the three months ended September 30, 2006 because we did not offer a prepaid product until September of ~~Non-GAAP~~2006. ~~Financial~~As ~~Measures”~~a ~~below~~result, our combined subscriber churn increased from 2.9% for the three months ended September 30, 2006 to 3.0% for the three months ended September 30, 2007. We believe that churn in the continental U.S. segment may increase slightly in the near term due to an increased prepaid customer base, which generally has a higher rate of churn.

~~Results~~ Average Revenue Per User. Average revenue per user, or ARPU, reflects the average amount billed to subscribers based on rate plan and calling feature offerings. ARPU is calculated by dividing service revenue, excluding service revenue credits made to existing subscribers and revenue not generated by wireless subscribers, by our average subscriber base for the respective period. The ARPU increase of $4.20 was primarily the result of an increase in average revenue from usage ~~Operations~~of features offered for additional fees and an increase in average access revenue per subscriber. The increase in average feature revenue was primarily the result of subscribers increasing their usage of our data offerings, such as short message service, or SMS, and downloadable ring tones. The increase in average access revenue was primarily the result of higher access points on add-a-line activations and fewer customers on our rate plans that include taxes and fees in the monthly access charge. In addition, we recorded $2.1 million of access revenue related to a non-recurring refund received from the Universal Service Administrative Company during the three months ended September 30, 2007. Lastly, miscellaneous revenue also increased due to higher fees charged to delinquent paying subscribers. The above discussion is on a combined subscriber basis: postpaid ARPU and prepaid ARPU were $59.12 and $39.44, respectively, for the three months ended September 30, 2007. As a result of the anticipated mix of new rate plan offerings and seasonality, we expect ARPU to decline in the near term. For more details regarding our calculation of ARPU, refer to “Reconciliation of Non-GAAP Financial Measures” below.

	For the three months ended March 31,
(Dollars in thousands)	2007		2006			Change $			Change %
Revenues:
Service	$	132,960	$	110,057		$	22,903			20.8	%
Roaming		18,773		17,855			918			5.1	%
Equipment		18,210		20,125			(1,915	)		(9.5	%)
Total revenue		169,943		148,037			21,906			14.8	%
Operating expenses
Cost of service		52,079		56,930			4,851			8.5	%
Cost of equipment		26,400		28,527			2,127			7.5	%
Selling, general and administrative		64,295		63,704			(591	)		(0.9	%)
Termination benefits and other related charges		—		898			898			100.0	%
Depreciation, asset disposal and amortization		25,043		88,476			63,433			71.7	%
Total operating expenses		167,817		238,535			70,718			29.6	%
Income (loss) from operations		2,126		($90,498	)	$	92,624			102.3	%

Cost Per Gross Addition. Cost per gross addition, or CPGA, is calculated by dividing the sum of equipment margin for handsets sold to new subscribers (equipment revenue less cost of equipment, which costs have historically exceeded the related revenues) and selling expenses (exclusive of the non-cash compensation portion of the selling expenses) related to adding new subscribers by total gross subscriber additions during the relevant period. The CPGA increase of $16, or 3.6%, was primarily the result of higher advertising and promotional spending, higher equipment margin per gross addition and lower gross additions to leverage the fixed selling costs and advertising expense for the period. These increases were partially offset by lower commissions per gross addition due to distribution channel mix and an increase in prepaid activations, which pay a lower commission than post-paid activations. For more details regarding our calculation of CPGA, refer to “Reconciliation of Non-GAAP Financial Measures” below.

~~Revenue.~~Continental ~~Service revenue increased by $22~~U.~~9 million, or 20~~S.~~8%,~~ ~~for~~and ~~the~~Corporate ~~three~~Results ~~months ended March 31, 2007 compared to the three months ended March 31, 2006, primarily as a result of an $11.6 million increase in access revenue resulting primarily~~ from ~~a larger subscriber base, increased~~Operations revenue of $6.9 million generated from enhanced features offered for a fee, such as SMS messaging and downloadable ring tones and a $1.7 million increase in miscellaneous revenue attributable to higher late fees charged to delinquent paying subscribers. We expect subscriber growth to continue and hence, we expect service revenue to increase in the foreseeable future. The increase in roaming revenue was primarily due to increased roaming minutes of use period over period. We expect roaming revenue to increase slightly in the foreseeable future. Equipment revenue includes the revenue earned on the sale of a handset and handset accessories to new and existing subscribers. The equipment revenue decrease was primarily due to lower new activations.

Cost of Service. Cost of service for the three months ended March 31, 2007 decreased by $4.9 million, or 8.5%, compared to the same period of 2006. This decrease was largely the result of a $1.9 million decrease in interconnect costs as a result of decommissioning our TDMA network during 2006, which resulted in network efficiencies, a $1.6 million decrease in incollect roaming costs (costs associated with our subscribers roaming on other carriers’ networks) attributable to less minutes of use and a $1.1 million decrease in toll costs due to a lower rate per minute of use. As a result of the variable components of cost of service, such as interconnect and toll, our cost of service may increase in conjunction with the growth of our subscriber base. Cost of service as a percentage of service revenue was 39.2% and 51.7% for the quarters ended March 31, 2007 and 2006, respectively. This decrease of 12.5% was primarily attributable to increased service revenue and the above-mentioned declines in interconnect, incollect and toll costs. Cost of service as a percentage of service revenue may decline in the future, as we expect to continue to leverage the fixed components of cost of service, such as cell site rent, against increased revenue.


	For the three months ended September 30,
(Dollars in thousands)	2007		2006			Change $			Change %

Revenue:
Service	$	139,445	$	122,635		$	16,810			13.7	%
Roaming		17,186		20,423			(3,237	)		(15.8	%)
Equipment		14,591		18,012			(3,421	)		(19.0	%)

Total revenue		171,222		161,070			10,152			6.3	%
Operating expenses:
Cost of service		53,456		55,337			1,881			3.4	%
Cost of equipment		22,168		25,785			3,617			14.0	%
Selling, general and administrative		67,449		62,459			(4,990	)		(8.0	%)
Termination benefits and other related charges		—		380			380			100.0	%
Depreciation, asset disposal and amortization		21,160		23,217			2,057			8.9	%

Total operating expenses		164,233		167,178			2,945			1.8	%
Income (loss) from operations	$	6,989		($6,108	)	$	13,097			214.4	%

~~Cost of Equipment~~Revenue. ~~Cost~~Service ofrevenue ~~equipment~~increased ~~decreased~~by $216.18 million, or 713.57%, infor the ~~first~~three ~~quarter~~months ofended September 30, 2007 compared to the ~~same~~three ~~period~~months ofended September 30, 2006, primarily as a result of a $6.2 million ~~The~~increase ~~decrease~~in ~~was~~access ~~due~~revenue toresulting ~~lower~~from ~~gross~~a larger subscriber ~~additions~~ base and ~~the~~a non-recurring ~~absence~~refund of ~~costs~~$2.1 million ~~incurred~~received ~~during~~from the ~~first~~Universal ~~quarter~~Service ofAdministrative ~~2006~~Company, increased torevenue ~~migrate~~of ~~subscribers~~$6.5 million generated from ~~TDMA~~enhanced features offered for a fee, such as SMS tomessaging ~~GSM/GPRS~~and ~~technology.~~downloadable ~~These~~ring ~~decreases~~tones, ~~were~~and ~~partially~~a ~~offset~~$1.8 million byincrease ~~increased~~in ~~transactions~~miscellaneous ~~with~~revenue ~~existing~~attributable ~~subscribers.~~to higher late fees charged to delinquent paying

~~Selling, General and Administrative Expense. Selling, general and administrative expenses~~17 increased $0.6 million, or 0.9%, for the three months ended March 31, 2007 compared to the same period of 2006. The increase was primarily due to a $4.4 million increase in general and administrative expenses (excluding non-cash compensation), which resulted from higher bad debt expense of $2.1 million due to a larger subscriber base and rate plan offerings to more credit-challenged customers. In addition, handset upgrades provided to existing subscribers in exchange for a contract extension increased, which resulted in $0.9 million of incremental commission expense. This increase was partially offset by a $1.6 million decrease in non-cash compensation expense due to the lower market price of stock grants and a $1.3 million decrease in commissions as the result of lower gross subscriber additions and a shift in the distribution mix favoring company-owned channels. In addition, advertising and promotional expense decreased $1.1 million. Our selling, general and administrative expenses may increase as a function of the growth of our subscriber base. General and administrative expense as a percentage of service revenue was 29.2% and 32.5% for the quarters ended March 31, 2007 and 2006, respectively. This decrease was primarily the result of greater service revenue for the three months ended March 31, 2007. This percentage may continue to decline in the future as we expect to leverage our fixed general and administrative costs, such as headcount and facilities costs, against increased revenue.

~~Termination~~subscribers. ~~Benefit~~In ~~Expense.~~the Wenear ~~incurred~~term, ~~termination~~we ~~benefit~~expect ~~expense~~a ofdecline in ARPU, and hence, we expect service revenue to decline slightly. The $03.92 million, ~~for~~or ~~the~~15.8%, decrease in roaming ~~first~~revenue ~~quarter~~was primarily due to decreased roaming minutes of ~~2006~~use ~~related~~resulting from our largest roaming partner’s decision to redirect a portion of the ~~reorganization~~roaming traffic generated by its customers. We expect future quarterly roaming revenue will be comparable to the third quarter of 2007. If our ~~continental~~roaming ~~United~~partners ~~States~~were ~~operations~~to direct additional traffic away from our network, this could result in a reduction of our roaming revenue. There can be no assurance that our largest roaming partner or our other roaming partners Wewill ~~did~~direct ~~not~~roaming ~~incur~~traffic ~~any~~from ~~termination~~their ~~benefit~~customers ~~expense~~to ~~for~~our network. Equipment revenue includes the revenue ~~same~~earned ~~period~~on the sale of ~~2007~~handsets and handset accessories to new and existing subscribers. The equipment revenue decrease of $3.4 million, or 19.0%, was primarily due to decreased revenue on new activations and handset upgrades for existing customers.

~~Depreciation,~~Cost ~~Asset~~of ~~Disposal~~Service. ~~and~~Cost ~~Amortization~~of ~~Expense.~~service ~~Depreciation,~~for ~~asset~~the ~~disposal~~three ~~and amortization~~months ~~expense~~ended September 30, 2007 decreased by $631.49 million, or 713.74%, ~~for~~compared to the ~~three~~same ~~months~~period ~~ended~~of ~~March 31, 2007~~2006. ~~compared~~This todecrease was largely the ~~same~~result of ~~period~~a $1.4 million decrease in interconnect costs as a result of decommissioning our TDMA network during 2006, which resulted in network efficiencies and a corresponding reduction in costs, a $0.6 million ~~This~~decrease in repairs and maintenance and E911 costs, as well as a $0.3 million decrease ~~was~~in cell ~~primarily~~site costs due primarily to ~~there~~the ~~being~~sale noof our Athens market. These decreases were partially ~~incremental~~offset ~~depreciation~~by ~~expense~~a $0.6 million increase in incollect roaming costs (costs associated with our subscribers roaming on other carriers’ networks) attributable to the growth of our ~~TDMA~~subscriber ~~equipment~~base. As a result of the variable components of cost of service, ~~which~~such ~~was~~as ~~fully~~interconnect ~~depreciated~~and toll, our cost of service may increase in conjunction with the growth of our subscriber base. Cost of service as a percentage of ~~June~~service revenue was 38.3% and 45.1% for the quarters ended September 30, 2007 and 2006, ~~and~~respectively. This decrease of 6.8% was ~~decommissioned~~primarily ~~during~~attributable to increased service revenue and the ~~fourth~~expense ~~quarter~~declines discussed above. Cost of ~~2006~~service as a percentage of service revenue may decline in the future, as we expect to continue to leverage the fixed components of cost of service, such as cell site rent, against increased revenue.

Cost of Equipment. Cost of equipment decreased $3.6 million, or 14.0%, in the three months ended September 30, 2007 compared to the same period of 2006. The decrease was due to lower expense on new activations and handset upgrades for existing customers. Prepaid gross additions, which are a larger percentage of our total gross additions when compared to the same period of 2006, are offered less expensive handsets at the time of activation. In addition, we incurred additional equipment costs in the third quarter of 2006 to complete the migration of our subscribers from TDMA technology to GSM/GPRS technology.

Selling, General and Administrative Expense. Selling, general and administrative expense increased $5.0 million, or 8.0%, for the three months ended September 30, 2007 compared to the same period of 2006. The increase was due to a $5.0 million increase in general and administrative expense (excluding non-cash compensation), which resulted primarily from higher bad debt expense of $1.9 million. The higher bad debt expense was due to a larger subscriber base and rate plan offerings to more credit-challenged customers. Also contributing to the higher general and administrative expense was an increase in handset upgrades provided to existing subscribers in exchange for a contract extension, which resulted in $0.9 million of incremental commission expense, and $1.3 million of additional legal and other expense related to the pending merger transaction with T-Mobile. We expect to incur an additional $1.0 million of merger related expenses in the fourth quarter of 2007. Advertising spending increased by $2.4 million for the quarter ended September 30, 2007, compared to the same period of 2006. These increases were partially offset by decreased commission expense of $1.9 million due to lower gross additions and distribution channel and rate plan mix and a $0.2 million decrease in non-cash compensation expense due to the lower market price of stock grants. Our selling, general and administrative expense may increase as a function of the growth of our subscriber base. General and administrative expense as a percentage of service revenue was 30.0% and 30.1% for the quarters ended September 30, 2007 and 2006, respectively. This percentage may decline in the future, as we expect to leverage our fixed general and administrative costs, such as headcount and facilities costs, against increased revenue.

Termination Benefit Expense. We did not incur any termination benefit expense for the third quarter of 2007. We incurred termination benefit expense of $0.4 million for the same period of 2006 related to the reorganization of our continental U.S. operations.

Depreciation, Asset Disposal and Amortization Expense. Depreciation, asset disposal and amortization expense decreased by $2.1 million, or 8.9%, for the three months ended September 30, 2007 compared to the same period of 2006. This decrease was primarily due to decreased amortization of our subscriber list intangibles, which are amortized based on the expected turnover rate of the associated subscriber base. As the subscriber base decreases due to turnover, the related amortization decreases proportionately.

Puerto Rico and U.S. Virgin Islands segment operations

The table below summarizes the key metrics ~~in the operations~~ of our Puerto Rico and U.S. Virgin Islands segment operations as of and for the three months ended ~~March~~September 3130, 2007 and 2006.

	As of and for the three months ended March 31,
	2007			2006			Change			Change %
Gross additions		39,745			37,355			2,390			6.4	%
Net additions		13,510			5,310			8,200			154.4	%
Subscribers (end of period)		327,718			272,161			55,557			20.4	%
Monthly subscriber churn		2.7	%		4.0	%		1.3	%		32.5	%
Average revenue per user	$	53.30		$	52.45		$	0.85			1.6	%
Cost per gross addition	$	364		$	332			($32	)		(9.6	%)

Subscribers. The increase in net subscribers additions of 8,200 was due to a 2,390 increase in gross subscriber additions and lower subscriber churn. The year-over-year gross subscriber addition increase was the result of the cumulative effect of a significant marketing and branding initiative associated with the SunCom brand and the brand erosion of several key competitors. The lower year-over-year subscriber churn was the result of decreased voluntary and involuntary deactivations. The increase in total subscribers was attributable to net subscriber additions resulting from April 1, 2006 through March 31, 2007.

Monthly Subscriber Churn. The decrease in monthly subscriber churn stemmed from decreased voluntary subscriber deactivations resulting from the reduced impact of migrating our remaining Puerto Rico TDMA subscribers to our GSM/GPRS technology during the first quarter of 2006. In addition, involuntary subscriber deactivations decreased due to improved collection efforts and the stabilization of our subscriber base during the three months ended March 31, 2007, as compared to the same period of 2006. As a result of contractual obligations with customers, we expect that the subscriber churn of our Puerto Rico and U.S. Virgin Islands segment may remain relatively flat in the near term.

Average Revenue Per User. The ARPU increase was primarily the result of an increase in the usage of features for additional fees, partially offset by a decrease in average billed access and airtime revenue per subscriber. The increase in average feature revenue was primarily the result of subscribers increased usage of our data offerings, such as SMS and downloadable ring tones. The decline in average access revenue was the result of adding new subscribers on lower-priced rate plans. The decline in average airtime revenue was the result of adding new subscribers on rate plans that included more minutes of use, such as included nights and weekends and mobile to mobile, than previously offered rate plans. In addition, average airtime revenue has also declined as a result of existing subscribers migrating to plans with more included minutes and higher use subscribers deactivating service. As a result of anticipated mix of new rate plan offerings, we expect ARPU to remain relatively flat in the foreseeable future.

Cost Per Gross Addition. The CPGA increase of $32, or 9.6%, was primarily due to higher spending on advertising and promotional costs and higher equipment margin, partially offset by higher gross additions to leverage our fixed selling costs for the period ended March 31, 2007 as compared to the same period of last year.

Results from Operations

	For the three months ended March 31,
(Dollars in thousands)	2007		2006		Change $			Change %
Revenues:
Service	$	53,475	$	45,410	$	8,065			17.8	%
Roaming		3,229		3,611		(382	)		(10.6	%)
Equipment		6,273		4,834		1,439			29.8	%
Total revenue		62,977		53,855		9,122			16.9	%

	For the three months ended March 31,
	As of and for the three months ended September 30,
(Dollars in thousands)	2007			2006			Change $			Change %
	2007			2006			Change			Change %
Operating expenses
Gross additions		37,256			40,606			(3,350	)		(8.3	%)
Cost of service		10,853			11,018			165			1.5	%
Net additions		9,860			15,296			(5,436	)		(35.5	%)
Cost of equipment		12,467			10,694			(1,773	)		(16.6	%)
Subscribers (end of period)		347,432			296,407			51,025			17.2	%
Selling, general and administrative		24,745			24,923			178			0.7	%
Monthly subscriber churn		2.7	%		2.9	%		0.2	%		6.9	%
Depreciation, asset disposal and amortization		6,937			26,527			19,590			73.8	%
Average revenue per user	$	54.44		$	54.86			($0.42	)		(0.8	%)
Total operating expenses		55,002			73,162			18,160			24.8	%
Cost per gross addition	$	433		$	338			($95	)		(28.1	%)
Income (loss) from operations	$	7,975			($19,307	)	$	27,282			141.3	%

~~Revenue~~Subscribers. ~~Service~~The ~~revenue~~decrease ~~increased~~in ~~$8.1 million,~~net orsubscribers ~~17.8%,~~additions ~~for~~of ~~the three months ended March 31~~5,436 ~~2007~~was ~~compared~~due to ~~the~~a ~~same~~3,350 ~~period~~decrease in ofgross ~~2006~~subscriber ~~primarily~~additions ~~due~~and tohigher ansubscriber ~~increased~~deactivations ~~number~~(at ofa ~~subscribers, which~~lower ~~resulted~~churn ~~in increased access revenue of $4~~rate).~~8 million.~~ InThe increase ~~addition,~~in ~~feature~~subscriber ~~revenue~~deactivations ~~increased by~~was ~~$2.2 million~~primarily asthe a result of ~~additional~~higher ~~usage~~involuntary ~~of features offered for an additional fee, such as~~deactivations ~~SMS~~due ~~messaging~~to ~~and downloadable ring tones~~non-payment. The ~~decrease~~increase in ~~roaming~~total ~~revenue~~subscribers was ~~due~~attributable to anet ~~lower~~subscriber ~~rate~~additions ~~per~~resulting ~~minute~~from ~~of use~~October 1, ~~partially~~2006 ~~offset~~through bySeptember 30, ~~increased minutes of use on our network~~2007. ~~Equipment sales~~ ~~revenue increased due to increased transactions with existing and new subscribers.~~

~~Cost~~Monthly ofSubscriber ~~Service~~Churn. ~~Cost~~The ofdecrease ~~service~~in ~~decreased~~monthly bysubscriber ~~$0.2 million,~~churn orstemmed ~~1.5%,~~from ~~for the three months~~increased ~~ended~~leverage ~~March 31,~~due ~~2007 compared~~ to ~~the~~a ~~same~~higher ~~period~~average ofsubscriber ~~2006.~~base, ~~The~~partially ~~decrease~~offset ~~was~~by ~~the~~increased ~~result of reduced~~involuntary ~~interconnect~~subscriber ~~expenses~~deactivations ~~of $1.3 million~~ due to ~~decommissioning~~non-payment ~~our Puerto Rico TDMA network~~ during the ~~first~~three ~~quarter~~months ofended ~~2006~~September 30, ~~which~~2007, ~~resulted in network efficiencies. This decrease was partially~~as ~~offset~~compared ~~by increased incollect costs of $0.6 million due~~ to ~~higher~~the ~~minutes~~same ofperiod ~~use and increased handset insurance costs~~ of $02006.~~6 million~~ ~~resulting from a larger subscriber base.~~ As a result of ~~the~~ ~~variable~~contractual ~~components~~obligations ofwith ~~cost of service~~customers, ~~such as interconnect and toll, our cost of service may~~we ~~increase~~expect inthat ~~conjunction with~~ the ~~growth of our~~ subscriber ~~base.~~churn ~~Cost~~ of ~~service~~our asPuerto aRico ~~percentage of service revenue was 20.3%~~ and 24U.~~3% for the quarters ended March 31, 2007 and 2006, respectively~~S. ~~The~~ ~~decrease~~Virgin ofIslands ~~4.0%~~segment ~~was~~may ~~primarily attributable to increased service revenue. Cost of service as a~~remain ~~percentage~~relatively offlat ~~service revenue may decline~~ in the ~~future,~~near ~~as we expect to continue to leverage the fixed components of cost of service, such as cell site rent, against increased revenue~~term.

~~Cost~~Average ofRevenue ~~Equipment~~Per User. ~~Cost~~The ofARPU ~~equipment~~decrease ~~increased~~was ~~$1.8 million,~~primarily orthe ~~16.6%,~~result ~~for~~of ~~the~~a ~~first~~decline ~~quarter~~in average ofaccess ~~2007~~revenue ~~compared~~due to ~~the~~adding ~~same~~new ~~period~~subscribers on lower-priced rate plans and decreases in charges to subscribers for reactivating their service. These decreases were partially offset by an increase in the usage of ~~last~~features ~~year~~for additional fees. ~~This~~The increase ~~was~~in ~~primarily~~average ~~due~~feature torevenue ~~higher~~was ~~equipment~~primarily ~~costs~~the ~~for~~result ~~new~~of ~~activations~~subscribers ~~due~~increasing totheir ~~increased~~usage ~~gross~~of ~~subscriber~~our ~~additions~~data ~~period~~offerings, ~~over~~such ~~period~~as SMS messaging and ~~increased~~downloadable ~~transactions~~ring ~~with~~tones. ~~existing~~As ~~subscribers~~a result of the anticipated mix of new rate plan offerings, ~~such~~we asexpect ~~upgrades~~ARPU to remain relatively flat in the foreseeable future.

~~Selling,~~Cost ~~General~~Per ~~and~~Gross ~~Administrative Expense~~Addition. ~~Selling,~~The ~~general~~CPGA ~~and~~increase ~~administrative~~of ~~expenses decreased slightly for the three months ended March 31~~$95, ~~2007~~or ~~compared to the same period of 2006~~28. ~~The~~1%, ~~decrease~~ was primarily due to ~~decreased bad debt expense of $1.5 million due to lower~~higher ~~involuntary~~spending ~~deactivations,~~on ~~partially offset by increased~~ advertising and promotional costs, ofhigher ~~$1.3 million.~~equipment Asmargin aand ~~result~~fewer ofgross ~~the~~additions ~~variable~~to leverage ~~components~~our offixed selling, ~~general~~costs and ~~administrative~~advertising expense~~, such~~. asThese ~~customer~~increases ~~care~~were ~~personnel~~partially ~~and~~offset ~~billing costs, our selling, general and administrative expenses~~by ~~may~~lower ~~increase~~commission asexpense adue ~~function~~to of the ~~growth~~mix of ~~our~~rate ~~subscriber~~plans ~~base.~~activated ~~General~~during ~~and administrative expense as a percentage of service revenue was 26.0% and 34.5% for~~ the ~~quarter ended March 31~~period, ~~2007 and~~which ~~2006,~~had ~~respectively. The decline of 8.5 % was due primarily to increased service revenue. This~~a ~~percentage~~lower ~~may~~commission ~~continue~~per togross ~~decline~~addition ~~in the future~~ as wecompared ~~expect~~ to ~~leverage~~the ~~our~~same ~~fixed~~period ~~general~~of ~~and administrative costs, such as headcount and facilities costs, against increased revenue~~2006.

~~Depreciation,~~Puerto ~~Asset~~Rico ~~Disposal~~ and ~~Amortization Expense~~U. ~~Depreciation, asset disposal and amortization expense decreased by $19~~S.~~6 million,~~ orVirgin ~~73.8%,~~Islands ~~for~~Results ~~the~~from ~~three months ended March 31,~~Operations 2007 compared to the same period of 2006. This decrease was primarily due to there being no depreciation expense on our TDMA equipment, which was decommissioned during the first quarter of 2006, and fully depreciated as of March 31, 2006.


	For the three months ended September 30,
(Dollars in thousands)	2007		2006		Change $			Change %

Revenue:
Service	$	60,057	$	48,471	$	11,586			23.9	%
Roaming		2,943		3,080		(137	)		(4.4	%)
Equipment		5,698		6,433		(735	)		(11.4	%)

Total revenue		68,698		57,984		10,714			18.5	%
Operating expenses:
Cost of service		13,124		11,354		(1,770	)		(15.6	%)
Cost of equipment		12,995		12,218		(777	)		(6.4	%)
Selling, general and administrative		24,489		21,960		(2,529	)		(11.5	%)
Depreciation, asset disposal and amortization		6,285		7,505		1,220			16.3	%

Total operating expenses		56,893		53,037		(3,856	)		(7.3	%)
Income from operations	$	11,805	$	4,947	$	6,858			138.6	%

Revenue. Service revenue increased $11.6 million, or 23.9%, for the three months ended September 30, 2007 compared to the same period of 2006 primarily due to an increased number of subscribers, which resulted in increased access revenue of $5.0 million. In addition, feature revenue increased by $2.5 million as a result of higher usage of features offered for an additional fee, such as SMS messaging and downloadable ring tones. Universal Service Fund revenue, which is not included in ARPU, increased $3.2 million due to higher funding from the program. We expect subscriber growth to continue and hence, we expect service revenue to increase in the foreseeable future. The decrease in roaming revenue was due to decreased minutes of use on our network as compared to the three months ended September 30, 2006 resulting from our largest roaming partner’s decision to

redirect a portion of the roaming traffic generated by its customers. We expect future quarterly roaming revenue will be comparable to the third quarter of 2007. If our roaming partners were to direct additional traffic away from our network, this could result in a reduction of our roaming revenue. There can be no assurance that our largest roaming partner or our other roaming partners will direct roaming traffic from their customers to our network. Equipment sales revenue decreased due primarily to lower gross additions as compared to the same period of 2006.

Cost of Service. Cost of service increased by $1.8 million, or 15.6%, for the three months ended September 30, 2007 compared to the same period of 2006. The increase was due to increased handset insurance costs of $0.9 million resulting from a larger subscriber base. The remaining increase was largely usage based as the result of the growth of our subscriber base and the resulting increase in minutes of use. As a result of the variable components of cost of service, such as interconnect and toll, our cost of service may increase in conjunction with the growth of our subscriber base. Cost of service as a percentage of service revenue was 21.9% and 23.4% for the quarters ended September 30, 2007 and 2006, respectively. The decrease of 1.5% was primarily attributable to increased service revenue. Cost of service as a percentage of service revenue may decline in the future, as we expect to continue to leverage the fixed components of cost of service, such as cell site rent, against increased revenue.

Cost of Equipment. Cost of equipment increased $0.8 million, or 6.4%, for the three months ended September 30, 2007 compared to the same period of last year. This increase was primarily due to higher equipment costs for new activations and increased transactions with existing subscribers, such as upgrades.

Selling, General and Administrative Expense. Selling, general and administrative expense increased $2.5 million, or 11.5%, for the three months ended September 30, 2007 compared to the same period of 2006. The increase was primarily due to increased advertising and promotional costs of $1.9 million and higher bad debt expense of $1.1 million due to increased involuntary deactivations resulting from non-payment. These increases were partially offset by lower commission expense of $0.7 million due to lower gross additions and the mix of rate plans activated as compared to the same period of 2006. As a result of the variable components of selling, general and administrative expense, such as customer care personnel and billing costs, our selling, general and administrative expense may increase as a function of the growth of our subscriber base. General and administrative expense as a percentage of service revenue was 23.0% and 24.2% for the quarter ended September 30, 2007 and 2006, respectively. The decline of 1.2% was due primarily to increased service revenue. This percentage may continue to decline in the future as we expect to leverage our fixed general and administrative costs, such as headcount and facilities costs, against increased revenue.

Depreciation, Asset Disposal and Amortization Expense. Depreciation, asset disposal and amortization expense decreased by $1.2 million, or 16.3%, for the three months ended September 30, 2007 compared to the same period of 2006. This decrease was primarily due to decreased amortization of our subscriber list intangibles, which are amortized based on the expected turnover rate of the associated subscriber base. As the subscriber base decreases due to turnover, the related amortization decreases proportionately.

Consolidated operations

Interest Expense. Interest expense was $3821.35 million, net of capitalized interest of $0.3 million, for the three months ended ~~March~~September 3130, 2007. Interest expense was $3738.74 million, net of capitalized interest of $0.4 million, for the three months ended ~~March~~September 3130, 2006. The ~~increase of~~decrease of $016.69 million, or 144.60%, primarily related to anthe ~~increase~~retirement of $0731.56 million onprincipal ~~our senior secured term~~amount ~~loan resulting from rising interest rates quarter-over-quarter. We had a weighted average interest rate~~ of ~~8.75%~~the ~~and~~SunCom ~~8.63%~~Wireless ~~for~~subordinated ~~the~~notes ~~three~~effective ~~months ended March~~May 3115, 2007 ~~and~~(see ~~2006,~~Note ~~respectively,~~2 onof our consolidated ~~average~~financial ~~obligation for our senior and subordinated debt as well as our senior secured term loan~~statements).

~~Interest~~We ~~and~~had ~~Other~~a ~~Income.~~weighted ~~Interest~~average ~~and~~interest ~~other~~rate ~~income~~of ~~was~~8.54% $2and 8.~~4 million~~74% for the three months ~~ended~~ ~~March~~ended September 3130, 2007, aand ~~decrease~~2006, ~~of $1.7 million~~respectively, ~~compared~~on toour ~~$4.1 million~~average obligation for ~~the~~our ~~same~~senior ~~period of~~and ~~2006.~~subordinated ~~This~~debt ~~decrease~~as ~~was~~well ~~primarily~~as ~~due~~our tosenior ~~lower~~secured ~~average daily cash and short-~~term ~~investment balances for the quarter ended March 31, 2007~~loan.

16 Interest and Other Income. Interest and other income was $2.5 million for the three months ended September 30, 2007, a decrease of $0.7 million, compared to $3.2 million for the same period of 2006. This decrease was primarily due to lower average daily cash and short-term investment balances for the quarter ended September 30, 2007.

Loss on Debt-for-Equity Exchange. We recorded a $0.3 million loss during the quarter ended September 30, 2007 as a result of incurring additional legal fees on our debt-for-equity exchange (see Note 2 of our consolidated financial statements). There was no loss for the same period ended September 30, 2006.

Income Tax Expense. Income tax expense was $4.5 million for the three months ended September 30, 2007, an increase of $0.4 million, or 9.8%, compared to $4.1 million for the same period of 2006. We continue to recognize a deferred tax liability associated with our licensing costs. Pursuant to our adoption of SFAS No. 142, we can no longer reasonably estimate the period of reversal, if any, for the deferred tax liabilities related to our licensing costs. Therefore, we will continue to incur deferred tax expense as additional deferred tax liabilities associated with the amortization of the tax basis of our FCC licenses are incurred.

~~Income~~Net ~~Tax Expense~~Loss. ~~Income~~Net ~~tax~~loss ~~expense~~ was $35.1 million ~~for~~and ~~the three months ended March 31, 2007, a decrease of~~ $040.75 million, ~~or 18.4%, compared to $3.8 million~~ for the ~~same~~three ~~period of~~months ~~2006.~~ended ~~The decrease was primarily the result of selling FCC licenses related to our Athens sale,~~September ~~which~~30, ~~decreased~~2007 ~~the difference between the book basis~~ and ~~tax basis of our licensing costs~~2006, ~~which reduced our deferred tax liability~~respectively. WeThe ~~continue~~net toloss ~~recognize~~decrease ~~a deferred tax liability associated with our licensing costs. Pursuant to our adoption~~ of ~~SFAS No~~$35.4 ~~142,~~million weresulted ~~can~~primarily ~~no longer reasonably~~from ~~estimate~~improved ~~the~~operational ~~period of reversal, if any, for the deferred tax liabilities related to our licensing costs~~results. ~~Therefore, we will continue to incur deferred tax expense as additional deferred tax~~ ~~liabilities associated with the amortization of the tax basis of our FCC licenses are incurred.~~

~~Net~~Nine ~~Loss.~~Months ~~Net~~Ended ~~loss was $28.9~~September ~~million~~30, ~~and~~2007 ~~$147.2 million~~Compared ~~for~~to the ~~three~~Nine ~~months~~Months ~~ended~~Ended ~~March~~September 3130, ~~2007~~ ~~and~~ 2006~~, respectively. The net loss decrease of $118.3 million resulted from the items~~ ~~discussed above.~~

Consolidated operations

The table below summarizes the consolidated key metrics of our operations as of and for the nine months ended September 30, 2007 and 2006. These results are further described in our segment discussions.


	As of and for the nine months ended September 30,
	2007			2006			Change			Change %
Gross additions		305,068			314,010			(8,942	)		(2.8	%)
Net additions		51,935			81,008			(29,073	)		(35.9	%)
Subscribers (end of period)		1,139,127			1,046,830			92,297			8.8	%
Monthly subscriber churn		2.5	%		2.6	%		0.1	%		3.8	%
Average revenue per user	$	56.77		$	53.03		$	3.74			7.1	%
Cost per gross addition	$	435		$	396			($39	)		(9.8	%)

Continental U.S. and corporate segment operations

The table below summarizes the key metrics of our continental U.S. and corporate segment operations as of and for the nine months ended September 30, 2007 and 2006.


	As of and for the nine months ended September 30,
	2007			2006			Change			Change %
Gross additions		193,337			203,111			(9,774	)		(4.8	%)
Net additions		18,711			51,452			(32,741	)		(63.6	%)
Subscribers (end of period)		791,695			750,423			41,272			5.5	%
Monthly subscriber churn		2.5	%		2.3	%		(0.2	%)		(8.7	%)
Average revenue per user	$	57.77		$	52.86		$	4.91			9.3	%
Cost per gross addition	$	453		$	426			($27	)		(6.3	%)

Subscribers. The decrease in total net subscriber additions of 32,741 was driven by a 50,688 decline in our postpaid net subscriber additions that was partially offset by a 17,947 increase in our prepaid net subscriber additions.

Subscriber gross additions: Gross subscriber additions in our postpaid base declined 47,499 as a result of an appreciable increase in both access and equipment pricing on our month-to-month rate plan offerings, which are sold primarily to credit-challenged subscribers. Prepaid gross additions increased 37,725, as we did not offer a prepaid product until September 2006.

Subscriber deactivations: Involuntary deactivations due to non-payment in our postpaid base increased by 18,300 due to a growing subscriber base and higher churn on the month-to-month plans. Voluntary subscriber deactivations in our postpaid base declined by 15,111 due to the completion of our subscriber migration from TDMA technology to GSM/GPRS technology in the third quarter of 2006, which resulted in higher than usual voluntary churn. Prepaid deactivations increased 19,778, as we did not offer a prepaid product until September 2006.

As of September 30, 2007, our postpaid subscriber base of 769,494 included 23,235 subscribers on the month-to-month offerings, and our prepaid subscriber base included 22,201 subscribers. The 41,272 increase in total subscribers was attributable to net subscriber additions from October 1, 2006 through September 30, 2007. We continue to target high-value subscribers while maintaining subscriber growth.

Monthly Subscriber Churn. Our monthly postpaid subscriber churn was 2.2% and 2.3% for the nine months ended September 30, 2007 and September 30, 2006, respectively. This decrease resulted from the completion of our subscriber migration from TDMA technology to GSM/GPRS technology in the third quarter of 2006, which resulted in higher than usual voluntary churn. Partially offsetting this decrease was higher churn on the above-mentioned month-to-month rate plans. Subscriber churn on these plans was 7.0% for the nine months ended September 30, 2007 and 5.1% for the nine months ended September 30, 2006. Prepaid subscriber churn was 16.8% for the nine months ended September 30, 2007, and there was no

comparable data for the nine months ended September 30, 2006 because we did not offer a prepaid product until September 2006. As a result, our combined subscriber churn increased from 2.3% for the nine months ended September 30, 2006 to 2.5% for the nine months ended September 30, 2007.

Average Revenue Per User. The ARPU increase of $4.91 was primarily the result of an increase in average revenue from usage of features offered for additional fees and an increase in average access revenue per subscriber. The increase in average feature revenue was primarily the result of subscribers increasing their usage of our data offerings, and the increase in average access revenue was primarily the result of higher access points on add-a-line activations and fewer customers on our rate plans which included taxes and fees in the monthly access charge. In addition, miscellaneous revenue also increased due to higher fees charged to delinquent paying subscribers. The above discussion is on a combined subscriber basis: postpaid ARPU and prepaid ARPU were $58.16 and $34.58, respectively, for the nine months ended September 30, 2007.

Cost Per Gross Addition. The CPGA increase of $27, or 6.3%, was primarily the result of higher advertising and promotional spending, higher equipment margin and higher fixed selling costs per gross subscriber addition due to lower gross additions to leverage the fixed costs and advertising expense for the period.

Continental U.S. and Corporate Results from Operations


	For the nine months ended September 30,
(Dollars in thousands)	2007		2006			Change $			Change %

Revenue:
Service	$	410,600	$	350,470		$	60,130			17.2	%
Roaming		57,572		55,970			1,602			2.9	%
Equipment		47,820		54,924			(7,104	)		(12.9	%)

Total revenue		515,992		461,364			54,628			11.8	%
Operating expenses:
Cost of service		160,122		168,146			8,024			4.8	%
Cost of equipment		71,008		76,588			5,580			7.3	%
Selling, general and administrative		199,242		186,278			(12,964	)		(7.0	%)
Termination benefits and other related charges		—		1,936			1,936			100.0	%
Depreciation, asset disposal and amortization		67,832		198,874			131,042			65.9	%

Total operating expenses		498,204		631,822			133,618			21.1	%
Income (loss) from operations	$	17,788		($170,458	)	$	188,246			110.4	%

Revenue. Service revenue increased by $60.1 million, or 17.2%, for the nine months ended September 30, 2007 compared to the nine months ended September 30, 2006, primarily as a result of a $25.4 million increase in access revenue due to a larger subscriber base and a higher average access point, increased revenue of $21.7 million generated from enhanced features offered for a fee and a $5.0 million increase in miscellaneous revenue attributable to higher late fees charged to delinquent paying subscribers. In addition, there was an incremental $4.0 million of revenue generated by our prepaid subscriber base for the nine months ended September 30, 2007. The increase in roaming revenue of $1.6 million was primarily due to increased roaming minutes of use. The equipment revenue decrease was primarily due to decreased revenue on new activations and handset upgrades for existing customers.

Cost of Service. Cost of service for the nine months ended September 30, 2007 decreased by $8.0 million, or 4.8%, compared to the same period of 2006. This decrease was largely the result of a $5.0 million decrease in interconnect costs as a result of decommissioning our TDMA network during 2006, which resulted in network efficiencies and a corresponding reduction of costs, a $1.2 million decrease in cell site costs due to the sale of our Athens market and a $1.1 million decrease in toll costs due to a lower rate per minute of use. Cost of service as a percentage of service revenue was 39.0% and 48.0% for the nine months ended September 30, 2007 and 2006, respectively. This decrease of 9.0% was primarily attributable to increased service revenue and the declines in interconnect, toll and cell site cost.

Cost of Equipment. Cost of equipment decreased $5.6 million in the nine months ended September 30, 2007 compared to the same period of 2006. The decrease was due to lower gross subscriber additions and the absence of equipment costs incurred during 2006 to migrate subscribers from TDMA to GSM/GPRS technology.

Selling, General and Administrative Expense. Selling, general and administrative expense increased $13.0 million, or 7.0%, for the nine months ended September 30, 2007 compared to the same period of 2006. The increase was primarily due to a $15.4 million increase in general and administrative expense (excluding non-cash compensation), which resulted from higher bad debt expense of $7.9 million. The higher bad debt expense was due to a larger subscriber base and rate plan offerings to more credit-challenged customers. Also contributing to the higher general and administrative expense was an increase in the number of

handset upgrades provided to existing subscribers in exchange for a contract extension, which resulted in $2.9 million of incremental commission expense, and $2.0 million of additional legal and other expense related to the pending merger transaction with T-Mobile. In addition, advertising spending increased by $2.9 million for the nine months ended September 30, 2007 compared to the same period of 2006. This increase was partially offset by a $2.0 million decrease in non-cash compensation expense due to the lower market price of stock grants and a $2.4 million decrease in commissions as the result of lower gross subscriber additions. General and administrative expense as a percentage of service revenue was 29.7% and 31.0% for the nine months ended September 30, 2007 and 2006, respectively. This decrease was primarily the result of greater service revenue for the nine months ended September 30, 2007.

Termination Benefit Expense. We did not incur any termination benefit expense for the nine months ended September 30, 2007. We incurred termination benefit expense of $1.9 million for the same period of 2006 related to the reorganization of our continental U.S. operations.

Depreciation, Asset Disposal and Amortization Expense. Depreciation, asset disposal and amortization expense decreased by $131.0 million, or 65.9%, for the nine months ended September 30, 2007 compared to the same period of 2006. This decrease was primarily due to there being no incremental depreciation expense on our TDMA equipment, which was fully depreciated as of June 30, 2006 and was decommissioned during the fourth quarter of 2006.

Puerto Rico and U.S. Virgin Islands segment operations

The table below summarizes the key metrics of our Puerto Rico and U.S. Virgin Islands segment operations as of and for the nine months ended September 30, 2007 and 2006.


	As of and for the nine months ended September 30,
	2007			2006			Change			Change %
Gross additions		111,731			110,899			832			0.8	%
Net additions		33,224			29,556			3,668			12.4	%
Subscribers (end of period)		347,432			296,407			51,025			17.2	%
Monthly subscriber churn		2.6	%		3.2	%		0.6	%		18.8	%
Average revenue per user	$	54.39		$	53.46		$	0.93			1.7	%
Cost per gross addition	$	403		$	340			($63	)		(18.5	%)

Subscribers. The increase in net subscriber additions of 3,668 was due to a 832 increase in gross subscriber additions and lower subscriber churn. The lower year-over-year subscriber churn was the result of decreased voluntary deactivations. The increase in total subscribers was attributable to net subscriber additions resulting from October 1, 2006 through September 30, 2007.

Monthly Subscriber Churn. The decrease in monthly subscriber churn stemmed from increased leverage due to a higher average subscriber base and decreased voluntary subscriber deactivations resulting from the reduced impact of migrating our remaining Puerto Rico TDMA subscribers to our GSM/GPRS technology during the first quarter of 2006.

Average Revenue Per User. The ARPU increase was primarily the result of an increase in the usage of features for additional fees, partially offset by a decrease in average billed access revenue per subscriber. The increase in average feature revenue was primarily the result of subscribers increasing their usage of our data offerings, such as SMS and downloadable ring tones. The decline in average access revenue was the result of adding new subscribers on lower-priced rate plans.

Cost Per Gross Addition. The CPGA increase of $63, or 18.5%, was primarily due to higher spending on advertising and promotional costs and higher equipment margin for the nine months ended September 30, 2007 as compared to the same period of last year.

Puerto Rico and U.S. Virgin Islands Results from Operations


	For the nine months ended September 30,
(Dollars in thousands)	2007		2006		Change $		Change %

Revenue:
Service	$	171,011	$	140,533	$	30,478		21.7	%
Roaming		9,658		8,518		1,140		13.4	%
Equipment		18,633		17,219		1,414		8.2	%

Total revenue		199,302		166,270		33,032		19.9	%
Operating expenses:


	For the nine months ended September 30,
(Dollars in thousands)	2007		2006			Change $			Change %
Cost of service		35,652		33,210			(2,442	)		(7.4	%)
Cost of equipment		37,814		32,906			(4,908	)		(14.9	%)
Selling, general and administrative		73,362		70,153			(3,209	)		(4.6	%)
Depreciation, asset disposal and amortization		19,771		42,071			22,300			53.0	%

Total operating expenses		166,599		178,340			11,741			6.6	%
Income (loss) from operations	$	32,703		($12,070	)	$	44,773			370.9	%

Revenue. Service revenue increased $30.5 million, or 21.7%, for the nine months ended September 30, 2007 compared to the same period of 2006 primarily due to an increased number of subscribers, which resulted in increased access revenue of $15.2 million. In addition, feature revenue increased by $8.0 million as a result of additional usage of features offered for an additional fee. Universal Service Fund revenue, which is not included in ARPU, increased $1.9 million due to higher funding from the program. The increase in roaming revenue of $1.1 million was due to increased minutes of use on our network. Equipment sales revenue increased due to increased transactions with existing subscribers.

Cost of Service. Cost of service increased by $2.4 million, or 7.4%, for the nine months ended September 30, 2007 compared to the same period of 2006. The increase was the result of increased handset insurance costs of $2.8 million resulting from a larger subscriber base and increased incollect costs of $1.1 million due to higher minutes of use, partially offset by reduced interconnect expenses of $2.5 million due to decommissioning our TDMA network during 2006, which resulted in network efficiencies and a corresponding reduction of costs. Cost of service as a percentage of service revenue was 20.8% and 23.6% for the nine months ended September 30, 2007 and 2006, respectively. The decrease of 2.8% was primarily attributable to increased service revenue.

Cost of Equipment. Cost of equipment increased $4.9 million, or 14.9%, for the nine months ended September 30, 2007 compared to the same period of last year. This increase was primarily due to higher equipment costs for new activations due to increased gross subscriber additions and increased transactions with existing subscribers, such as upgrades.

Selling, General and Administrative Expense. Selling, general and administrative expense increased $3.2 million, or 4.6%, for the nine months ended September 30, 2007 compared to the same period of 2006. The increase was primarily due to increased advertising and promotional costs of $4.2 million, offset partially by lower commission expense of $0.8 million resulting from the rate plan mix on new activations for the nine months ended September 30, 2007 as compared to the same period of 2006. In addition, bad debt expense decreased $0.9 million due to improved collection efforts. General and administrative expense as a percentage of service revenue was 24.2% and 29.6% for the nine months ended September 30, 2007 and 2006, respectively. The decline of 5.4% was due primarily to increased service revenue.

Depreciation, Asset Disposal and Amortization Expense. Depreciation, asset disposal and amortization expense decreased by $22.3 million, or 53.0%, for the nine months ended September 30, 2007 compared to the same period of 2006. This decrease was primarily due to there being no depreciation expense on our TDMA equipment, which was decommissioned during the first quarter of 2006, and fully depreciated as of March 31, 2006.

Consolidated operations

Interest Expense. Interest expense was $89.5 million, net of capitalized interest of $0.9 million, for the nine months ended September 30, 2007. Interest expense was $114.3 million, net of capitalized interest of $1.1 million, for the nine months ended September 30, 2006. The decrease of $24.8 million, or 21.7%, relates primarily to the retirement of our subordinated notes in the principal amount of $731.6 million during the second quarter of 2007 (see Note 2 of our consolidated financial statements for more information).

We had a weighted average interest rate of 8.63% for the nine months ended September 30, 2007 on our average obligation for our senior and subordinated debt as well as our senior secured term loan, compared with an 8.69% weighted average interest rate for the nine months ended September 30, 2006.

Loss on Debt-for-Equity Exchange. We incurred a $183.2 million loss for the nine months ended September 30, 2007 as a result of our debt-for-equity exchange (see Note 2 of our consolidated financial statements for more information). There was no loss for the nine months ended September 30, 2006.

Interest and Other Income. Interest and other income was $7.4 million for the nine months ended September 30, 2007, a decrease of $3.2 million, compared to $10.6 million for the nine months ended September 30, 2006. This decrease was primarily due to lower average daily cash and short-term investment balances for the nine months ended September 30, 2007.

Income Tax Expense. Income tax expense was $12.1 million for the nine months ended September 30, 2007, an increase of $0.2 million, compared to $11.9 million for the nine months ended September 30, 2006.

Net Loss. Net loss was $227.0 million and $298.1 million for the nine months ended September 30, 2007 and 2006, respectively. The net loss decrease of $71.1 million primarily resulted from improved operational results, offset partially by the loss on our debt-for-equity exchange.

Liquidity and Capital Resources

As of ~~March~~September 3130, 2007, we had $3463.15 million in cash and cash equivalents compared to $37.7 million as of December 31, 2006. In addition, we had $~~173~~174.92 million of short-term investments as of ~~March~~September 3130, 2007, compared to $157.6 million as of December 31, 2006. We also held $1.7 ~~million~~ million of restricted cash and short-term investments as of ~~March~~September 3130, 2007 and December 31, 2006, which is pledged as collateral for our surety bonds on our cell site lease agreements. Net working capital was $~~179~~209.67 million as of ~~March~~September 3130, 2007 and $167.7 million as of December 31, 2006. Cash provided by operating activities was $860.41 million for the ~~three~~nine months ended ~~March 31~~September 30, 2007, an increase of $30108.01 million, compared to $2148.60 million of net cash used in operating activities for the ~~three~~nine months ended ~~March~~September 3130, 2006. The increase in cash provided by operating activities was primarily due to increased revenue of $3187.07 million, ~~and~~ decreased cost of service expenses of $5.06 million, ~~partially~~and ~~offset by~~a andecrease ~~increase~~ in cash used inby working capital of $3.78 million ~~and increased selling, general and administrative expense (excluding non-cash compensation) of $2~~.~~0 million.~~ Cash ~~provided by~~used in investing activities was $414.31 million for the ~~three~~nine months ended ~~March~~September 3130, 2007, aan ~~decrease of~~increase of $2984.27 million, ~~or 87.2%,~~ compared to $3370.56 million of cash provided by investing activities for the ~~three~~ nine months ended ~~March~~September 3130, 2006. The ~~decrease~~ increase in cash ~~provided~~used byin investing activities was primarily related to a $59134.59 million increase in the net ~~purchases~~purchase of auction rate securities. This ~~decrease~~ increase was partially offset by a net increase in proceeds from asset sales of $2426.71 million, which related primarily to our tower sales and Athens sale, and a $624.0 million reduction in capital expenditures. Cash used in financing activities was $1620.21 million for the ~~three~~nine months ended ~~March~~ September 3130, 2007, an increase of $21.73 million, compared to $1318.58 million for the ~~three~~nine months ended ~~March~~September 3130, 2006. The increase in cash used by financing activities relates primarily to a $6.4.9 million increase in deferred transaction costs related to ~~our~~ ~~efforts to complete a restructuring of~~ our ~~long~~debt-~~term~~for-equity ~~debt obligations~~transaction, offset partially ~~offset~~ by a $3.7 3 million decrease in the change in our bank overdraft.

Liquidity

The construction of our network and the marketing and distribution of wireless communications products and services have required, and will continue to require, substantial capital. Capital outlays have included license acquisition costs, capital expenditures for network construction, funding of operating cash flow losses and other working capital costs, debt service and financing fees and expenses. We will have additional capital requirements, which could be substantial, for future upgrades and advances in new technology. We believe that cash on hand and short-term investments will be sufficient to meet our projected capital and operational requirements for at least the next twelve months. ~~However, we are highly leveraged with approximately $1.7 billion of~~ debt. SunCom Wireless’ inability to pay such debt service could result in a default on such indebtedness which, unless cured or waived, would have a material adverse effect on its liquidity and financial position. Accordingly, we entered into an exchange agreement with certain holders of the SunCom Wireless’ subordinated notes to affect an exchange of such notes for shares of Holdings’ Class A common stock. While stockholders have approved the exchange, this transaction remains subject to FCC approval and closing conditions that may not be satisfied or waived. See Note 8 to our unaudited consolidated financial statements for more information. If this exchange transaction is not completed, absent SunCom Wireless’ ability to secure another source of liquidity, SunCom Wireless will need to implement an alternative financial plan, such as the sale of a significant portion of SunCom Wireless’ assets, to reduce its long-term debt. There can be no assurance that any such deleveraging efforts would be successful and, if not, SunCom Wireless may have to seek federal bankruptcy protection.

On May 15, 2007, certain SunCom Wireless subordinated note holders exchanged $731.6 million aggregate principal amount of subordinated notes for approximately 52.0 million shares of Holdings’ Class A common stock. See Note 2 to our consolidated financial statements for more information. After the exchange, our long-term debt, net of cash and short-term investments, decreased from $1.5 billion to $0.8 billion. However, we are still highly-leveraged and SunCom Wireless’ inability to pay such debt service could result in a default on such indebtedness which, unless cured or waived, would have a material adverse effect on our liquidity and financial position.

Reconciliation of Non-GAAP Financial Measures

We utilize certain financial measures that are not calculated in accordance with GAAP, to assess our financial performance. A non-GAAP financial measure is defined as a numerical measure of a company’s financial performance that (i) excludes amounts, or is subject to adjustments that have the effect of excluding amounts, that are included in the comparable measure calculated and presented in accordance with GAAP in the statement of income or statement of cash flows; or (ii) includes amounts, or is subject to adjustments that have the effect of including amounts, that are excluded from the comparable measure so calculated and presented. The discussion of each non-GAAP financial measure we use in this report appear above under “Results of Operations”. A brief description of the calculation of each measure is included where the particular measure is first discussed. Our method of computation may or may not be comparable to other similarly titled measures of other companies. The following tables reconcile our non-GAAP financial measures with our financial statements presented in accordance with GAAP.

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Our method of computation may or may not be comparable to other similarly titled measures of other companies. The following tables reconcile our non-GAAP financial measures with our financial statements presented in accordance with GAAP.

Average revenue per user

We believe ARPU, which calculates the average service revenue billed to an individual subscriber, is a useful measure to evaluate our past billable service revenue and assist in forecasting our future billable service revenue. ARPU is exclusive of service revenue credits made to retain existing subscribers and revenue not generated by wireless subscribers. Service revenue credits are discretionary reductions of the amount billed to a subscriber. We have no contractual obligation to issue these credits; therefore, ARPU reflects the amount subscribers have contractually agreed to pay us based on their specific usage pattern. Revenue not generated by wireless subscribers, which primarily consists of Universal Service Fund program revenue, is excluded from our calculation of ARPU, as this revenue does not reflect amounts billed to subscribers. ARPU is calculated by dividing service revenue, exclusive of service revenue credits made to existing subscribers and revenue not generated by wireless subscribers, by our average subscriber base for the respective period. For quarterly periods, average subscribers is calculated by adding subscribers at the beginning of the quarter to subscribers at the end of the quarter and dividing by two; for year-to-date periods, average subscribers is calculated by adding the average subscriber amount calculated for the quarterly periods during the period and dividing by the number of quarters in the period.

Consolidated ARPU

	Three Months Ended March 31,
	Three Months Ended						Nine Months Ended
Average revenue per user (ARPU)	2007			2006
	September 30,						September 30,
	(Dollars in thousands, except ARPU)
Average revenue per user (ARPU)	2007			2006			2007			2006
Service revenue	$	186,435		$	155,467
	(Dollars in thousands, except ARPU)
Subscriber retention credits		358			256
Service revenue	$	199,502		$	171,106		$	581,611		$	491,003
Revenue not generated by wireless subscribers		(2,309	)		(3,175	)
Subscriber retention credits		730			68			1,568			513
Adjusted service revenue	$	184,484		$	152,548
Revenue not generated by wireless subscribers		(4,328	)		(1,086	)		(9,031	)		(7,148	)
Average subscribers		1,104,015			986,468
Adjusted service revenue	$	195,904		$	170,088		$	574,148		$	484,368
ARPU	$	55.70		$	51.55
Average subscribers		1,138,047			1,039,137			1,123,655			1,014,961
ARPU	$	57.38		$	54.56		$	56.77		$	53.03

Segment ARPU

							Puerto Rico and U.S.
							Puerto Rico and												Puerto Rico and
Average revenue per user (ARPU)	Continental United States						Virgin Islands
	Continental U.S.						U.S. Virgin Islands						Continental U.S.						U.S. Virgin Islands
	Three Months Ended March 31,
	Three Months Ended September 30,												Nine Months Ended September 30,
	2007			2006			2007			2006
Average revenue per user	2007			2006			2007			2006			2007			2006			2007			2006
	(Dollars in thousands, except ARPU)
Service revenue	$	~~132~~139,~~960~~445		$	~~110~~122,~~057~~635		$	5360,~~475~~057		$	4548,~~410~~471		$	410,600		$	350,470		$	171,011		$	140,533
Subscriber retention credits		~~329~~649			~~203~~59			2981			539			1,407			387			161			126
Revenue not generated by wireless subscribers		(~~131~~132	)		(~~116~~132	)		(24,~~178~~196	)		(~~3,059~~954	)		(396	)		(379	)		(8,635	)		(6,769	)
Adjusted service revenue		~~133~~139,~~158~~962			~~110~~122,~~144~~562			5155,~~326~~942			4247,~~404~~526			411,611			350,478			162,537			133,890
Average subscribers		~~783~~795,~~052~~545			~~716~~750,~~962~~378			~~320~~342,~~963~~502			~~269~~288,~~506~~759			791,618			736,661			332,037			278,300
ARPU	$	5658.6864		$	5154.2144		$	5354.3044		$	5254.4586		$	57.77		$	52.86		$	54.39		$	53.46

Cost per gross addition

We believe CPGA is a useful measure that quantifies the costs to acquire a new subscriber. This measure also ~~provides~~allows aus ~~gauge~~ to compare our average acquisition costs per new subscriber to that of other wireless communication providers. CPGA is calculated by dividing the sum of equipment ~~margin~~ margin for handsets sold to new subscribers (equipment revenue less cost of equipment, which costs ~~have~~ have historically exceeded the related revenue) and selling expenses, exclusive of non-cash compensation, related to adding ~~new subscribers by total gross subscriber additions during the~~ ~~relevant period. Retail customer service expenses are excluded from CPGA, as these costs are incurred specifically for existing subscribers.~~

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new subscribers by total gross subscriber additions during the relevant period. Retail customer service expenses are excluded from CPGA, as these costs are incurred specifically for existing subscribers.

Consolidated CPGA

	Three Months Ended March 31,
	Three Months Ended						Nine Months Ended
Cost per gross addition (CPGA)	2007			2006
	September 30,						September 30,
	(Dollars in thousands, except CPGA)
Cost per gross addition (CPGA)	2007			2006			2007			2006
Selling expenses	$	36,295		$	37,196
	(Dollars in thousands, except CPGA)
Less: non-cash compensation included in selling expenses		(76	)		(264	)
Selling expenses		36,309		$	35,734		$	109,138		$	106,038
Plus: termination benefits allocated to selling expense		—			56
Less: non-cash compensation included in selling expenses		(58	)		(63	)		(200	)		(432	)
Total cost of equipment — transactions with new subscribers		18,229			19,741
Plus: termination benefits allocated to selling expense		—			—			—			104
CPGA operating expenses		54,448			56,729
Total cost of equipment — transactions with new subscribers		17,411			17,345			53,042			52,242
Cost of service	$	62,932		$	67,948
CPGA operating expenses	$	53,662		$	53,016		$	161,980		$	157,952
Non-cash compensation included in selling expenses		76			264
Cost of service	$	66,580		$	66,691		$	195,774		$	201,356
Total cost of equipment — transactions with existing subscribers		20,638			19,480
Non-cash compensation included in selling expenses		58			63			200			432
General and administrative expense		52,745			51,431
Total cost of equipment — transactions with existing subscribers		17,752			20,658			55,780			57,252
Termination benefits other than selling expense portion		—			842
General and administrative expense		55,629			48,685			163,466			150,393
Depreciation and asset disposal		24,146			103,499
Termination benefits other than selling expense portion		—			380			—			1,832
Amortization		7,834			11,504
Depreciation and asset disposal		20,741			21,520			65,822			209,550
Total operating expenses		222,819			311,697
Amortization		6,704			9,202			21,781			31,395
CPGA operating expenses (from above)		54,448			56,729
Total operating expenses	$	221,126		$	220,215		$	664,803		$	810,162
Equipment revenue — transactions with new subscribers		(11,092	)		(12,311	)
CPGA operating expenses (from above)	$	53,662		$	53,016		$	161,980		$	157,952
CPGA costs, net	$	43,356		$	44,418
Equipment revenue — transactions with new subscribers		(8,318	)		(10,798	)		(29,249	)		(33,677	)
Gross subscriber additions		107,851			116,315
CPGA costs, net	$	45,344		$	42,218		$	132,731		$	124,275
CPGA	$	402		$	382
Gross subscriber additions		101,371			105,564			305,068			314,010
CPGA	$	447		$	400		$	435		$	396

Segment CPGA for the Three Months Ended September 30, 2007 and 2006

							Puerto Rico and U.S.
Cost per gross addition (CPGA)	Continental United States						Virgin Islands
	Continental U.S.						Virgin Islands
	Three Months Ended March 31,
	Three Months Ended September 30,
	2007			2006			2007			2006
Cost per gross addition (CPGA)	2007			2006			2007			2006
	(Dollars in thousands, except CPGA)
Selling expenses	$	25,~~459~~637		$	2725,~~943~~501		$	10,~~836~~672		$	910,~~253~~233
Less: non-cash compensation included in selling expenses		(3314	)		(~~247~~34	)		(4344	)		(1729	)
Plus: termination benefits allocated to selling expense		—			56			—			—
Total cost of equipment — transactions with new subscribers		9,252			9,918			8,159			7,427
Total cost of equipment — transactions with new subscribers		10,742			13,136			7,487			6,605
CPGA operating expenses		34,875			35,385			18,787			17,631
CPGA operating expenses		36,168			40,888			18,280			15,841
Cost of service		53,456			55,337			13,124			11,354
Cost of service		52,079			56,930			10,853			11,018
Non-cash compensation included in selling expenses		14			34			44			29
Non-cash compensation included in selling expenses		33			247			43			17
Total cost of equipment — transactions with existing subscribers		12,916			15,867			4,836			4,791
Total cost of equipment — transactions with existing subscribers		15,658			15,391			4,980			4,089
General and administrative expense		41,812			36,958			13,817			11,727
General and administrative expense		38,836			35,761			13,909			15,670
Termination benefits other than selling expense portion		—			380			—			—
Termination benefits other than selling expense portion		—			842			—			—
Depreciation and asset disposal		18,131			19,371			2,610			2,149
Depreciation and asset disposal		21,645			83,438			2,501			20,061
Amortization		3,029			3,846			3,675			5,356
Amortization		3,398			5,038			4,436			6,466
Total operating expenses		164,233			167,178			56,893			53,037
Total operating expenses		167,817			238,535			55,002			73,162
CPGA operating expenses (from above)		34,875			35,385			18,787			17,631
CPGA operating expenses (from above)		36,168			40,888			18,280			15,841
Equipment revenue — transactions with new subscribers		(5,679	)		(6,887	)		(2,639	)		(3,911	)
Equipment revenue — transactions with new subscribers		(7,286	)		(8,855	)		(3,806	)		(3,456	)
CPGA costs, net	$	29,196		$	28,498		$	16,148		$	13,720
CPGA costs, net	$	28,882		$	32,033		$	14,474		$	12,385
Gross subscriber additions		68,106			78,960			39,745			37,355
CPGA	$	424		$	406		$	364		$	332

1927

Puerto Rico and U.S.

Continental U.S.

Virgin Islands

Three Months Ended September 30,

Cost per gross addition (CPGA)

2007

2006

2007

2006

(Dollars in thousands, except CPGA)

Gross subscriber additions

64,115

64,958

37,256

40,606

CPGA

455

439

433

338

Segment CPGA for the Nine Months Ended September 30, 2007 and 2006


							Puerto Rico and U.S.
	Continental U.S.						Virgin Islands
	Nine Months Ended September 30,
Cost per gross addition (CPGA)	2007			2006			2007			2006
	(Dollars in thousands, except CPGA)

Selling expenses	$	77,127		$	77,489		$	32,011		$	28,549
Less: non-cash compensation included in selling expenses		(69	)		(367	)		(131	)		(65	)
Plus: termination benefits allocated to selling expense		—			104			—			—
Total cost of equipment — transactions with new subscribers		29,720			31,961			23,322			20,281

CPGA operating expenses		106,778			109,187			55,202			48,765

Cost of service		160,122			168,146			35,652			33,210
Non-cash compensation included in selling expenses		69			367			131			65
Total cost of equipment — transactions with existing subscribers		41,288			44,627			14,492			12,625
General and administrative expense		122,115			108,789			41,351			41,604
Termination benefits other than selling expense portion		—			1,832			—			—
Depreciation and asset disposal		58,199			185,185			7,623			24,365
Amortization		9,633			13,689			12,148			17,706

Total operating expenses		498,204			631,822			166,599			178,340

CPGA operating expenses (from above)		106,778			109,187			55,202			48,765
Equipment revenue — transactions with new subscribers		(19,103	)		(22,587	)		(10,146	)		(11,090	)

CPGA costs, net	$	87,675		$	86,600		$	45,056		$	37,675

Gross subscriber additions		193,337			203,111			111,731			110,899
CPGA	$	453		$	426		$	403		$	340

Inflation

We do not believe that inflation has had a material impact on our operations.

2028

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are highly leveraged and, as a result, our cash flows and earnings are exposed to fluctuations in interest rates. SunCom Wireless’ debt obligations are U.S. dollar denominated. Our market risk, therefore, is the potential loss arising from adverse changes in interest rates. As of ~~March~~September 3130, 2007, ~~SunCom~~our ~~Wireless’~~ debt can be categorized as follows (in thousands):

Fixed interest rates:
Senior notes	$	~~714~~715,~~657~~306
Senior subordinated notes	$	~~732~~12,~~904~~215
Subject to interest rate fluctuations:
Senior secured term loan	$	~~244~~243,~~375~~125

Our interest rate risk management program focuses on minimizing exposure to interest rate movements, setting an optimal mixture of floating and fixed rate debt and minimizing liquidity risk.

Our cash and cash equivalents consist of short-term assets having initial maturities of three months or less, and our investments consist of auction rate securities with maturities of one year or less. While these investments are subject to a degree of interest rate risk, this risk is not considered to be material relative to our overall investment income position.

If interest rates rise over the remaining term of the senior secured term loan at the ~~March~~ 31September 30, 2007 outstanding principal balance, we would realize increased annual interest expense of approximately $1.2 million for each 50 basis point increase in rates. If interest rates ~~decline~~ decline over the remaining term of the senior secured term loan, we would realize decreased annual ~~interest~~ interest expense of approximately $1.2 million for each 50 basis point decrease in rates.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Controls and Procedures.

We have carried out an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. As a result of this evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of ~~March~~September 3130, 2007, SunCom’s disclosure controls and procedures (as defined in Rules 13a-15(e) ~~and~~ and 15d-15(e) under the Securities Exchange Act of 1934, as amended) are effective to ensure that information required to be disclosed by SunCom in the reports filed or submitted by it under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and include controls and procedures designed to ensure that information required to be disclosed by SunCom in such reports is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal ~~Controls~~Control over Financial Reporting.

There were no changes in SunCom’s internal control over financial reporting that occurred during the three months ended ~~March~~September 3130, 2007 that have materially affected, or are reasonably likely to materially affect, SunCom’s internal control over financial reporting.

2129

PART II OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

~~None~~The following risk factors are in addition to the risks factors disclosed in our Form 10-K for the year ended December 31, 2006, as modified by our Form 10-Q for the quarter ended June 30, 2007.

Our business faces many risks. The risks described below may not be the only risks we face. Additional risks that we do not yet know of, or that we currently think are immaterial, may also impair our business operations or financial results. If any of the events or circumstances described in the following risks actually occurs, our business, financial condition or results of operations could suffer and the trading price of our Class A common stock or SunCom Wireless’ notes could decline.

There are risks and uncertainties associated with the proposed acquisition of us by T-Mobile.

There are risks and uncertainties associated with the proposed acquisition of us by T-Mobile. For example, the acquisition may not be consummated, or may not be consummated as currently anticipated, as a result of several factors, including but not limited to: (i) the inability to obtain regulatory approvals of the merger, including the expiration or earlier termination of the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and approval by the Federal Communications Commission, or to obtain such approvals on the currently proposed terms; or (ii) the failure to satisfy the other conditions for closing set forth in the merger agreement. Under certain circumstances, if the merger agreement with T-Mobile is terminated, we may be required to pay T-Mobile a termination fee of $48.0 million. The current market price of our Class A common stock may reflect a market assumption that the merger will occur, and a failure to complete the merger could result in a decline in the market price of our Class A common stock.

The merger agreement also restricts us from engaging in certain activities and taking certain actions without T-Mobile’s approval, which could prevent us from pursuing opportunities that may arise prior to the closing of the acquisition. Our ability to pursue such opportunities may have an adverse effect on our business.

Our business could be adversely impacted as a result of uncertainty related to the proposed acquisition by T-Mobile.

The proposed acquisition by T-Mobile could cause disruptions in our business, which could have an adverse effect on our results of operations and financial condition. For example:

	•		our employees may experience uncertainty about their future roles at SunCom, which might adversely affect our ability to retain and hire key managers and other employees;

	•		customers, suppliers and others with whom we have a business relationship may experience uncertainty about SunCom’s future and may seek alternative business relationships with third parties or seek to alter their business relationships with us;

	•		prospective customers may delay decisions pending completion of the merger and our competitors may seek to exert competitive pressure over such prospective customers while the merger is pending; and

	•		the merger may be a substantial distraction to our management and employees from day-to-day operations, because matters related to the merger may require substantial commitments of their time and resources.

If we terminate the merger agreement with T-Mobile to accept a superior proposal or if the T-Mobile merger is not consummated for other reasons, our ability to consummate the superior proposal or a subsequent alternative strategic transaction may be adversely affected by the voting agreement entered into by holders of a majority of our outstanding Class A common stock.

We are permitted to terminate the merger agreement with T-Mobile in order to accept a superior proposal (as that term is defined in the merger agreement) by a party other than T-Mobile upon the payment of a $48.0 million termination fee to T-Mobile. Stockholders holding approximately 50.7% of the outstanding shares of our Class A common stock, however, have entered into a voting agreement with T-Mobile agreeing to vote their shares in favor of the T-Mobile merger and against any competing transaction and, except under certain specified circumstances, their obligation to do so will be effective for a period of 7¹/2 months following the termination of the merger agreement, referred to as the tail period. This tail period will delay stockholder approval of any superior proposal for such period. Our inability to consummate a superior proposal until the expiration of the tail period may adversely affect our stockholders’ ability to obtain consideration for their Class A common stock greater than that offered in the T-Mobile transaction.

Further, if the T-Mobile merger is not consummated for other reasons and the merger agreement is terminated, the tail period of the voting agreement (if applicable) will also delay stockholder approval of an alternative strategic transaction for a period of 7¹/2 months subsequent to the termination of the merger agreement. If we are unable to consummate a strategic transaction subsequent to a failure to consummate the T-Mobile merger, our stock price could suffer and our results of operations and financial condition may be adversely affected.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

~~None~~On October 31, 2007, Holdings’ board of directors reconstituted three committees of the board of directors and named: Scott Anderson, Jerry Elliott and G. Edward Evans as the audit committee; Patrick Daugherty and Karim Samii as the compensation committee; and Niles Chura and Joseph Thornton as the nominating/corporate governance committee. The board of directors determined, in their business judgment, that the members of the reconstituted audit committee meet the financial literacy requirements and independence standards applicable to audit committee members under NYSE and SEC rules.

Also on October 31, 2007, Holdings submitted an Interim Affirmation to the NYSE confirming that the Holdings board of directors had affirmatively determined that a majority of the board of directors consists of independent directors under the NYSE corporate governance listing standards and that the reconstituted audit, compensation and nominating / corporate governance committees were each comprised of independent directors.

ITEM 6. EXHIBITS

Exhibit
Exhibit Number			Description
Number		Description
	2.1		Exchange Agreement, dated as of January 31, 2007, among SunCom Wireless Holdings, Inc., SunCom Wireless Investment Co., LLC, SunCom Wireless, Inc. and the holders of the 93/8% Senior Subordinated Notes due 2011 and 83/4% Senior Subordinated Notes due 2011 of SunCom Wireless, Inc. party thereto (incorporated by reference to Exhibit 2.1 to the Form 8-K of SunCom Wireless Holdings, Inc. filed January 31, 2007).
2.1		Exchange Agreement, dated as of January 31, 2007, among SunCom Wireless Holdings, Inc., SunCom Wireless Investment Co., LLC, SunCom Wireless, Inc. and the holders of the 93/8% Senior Subordinated Notes due 2011 and 83/4% Senior Subordinated Notes due 2011 of SunCom Wireless, Inc. party thereto (incorporated by reference to Exhibit 2.1 to the Form 8-K of SunCom Wireless Holdings, Inc. filed January 31, 2007).
	2.2		Amendment No. 1 to Exchange Agreement, dated as of May 15, 2007, by and among SunCom Wireless Holdings, Inc., SunCom Wireless Investment Company LLC, and the holders of the 9-3/8% Senior Subordinated Notes due 2011 and 8-3/4% Senior Subordinated Notes due 2011 of SunCom Wireless, Inc. party thereto. (incorporated by reference to Exhibit 2.1 to the Form 8-K of SunCom Wireless Holdings, Inc. filed May 21, 2007).
2.2		Agreement and Plan of Merger, dated as of January 31, 2007, by and between SunCom Wireless Holdings, Inc. and SunCom Wireless Merger Corp. (incorporated by reference to Exhibit 2.2 to the Form 8-K of SunCom Wireless Holdings, Inc. filed January 31, 2007).
3.1		Second Restated Certificate of Incorporation of Triton PCS Holdings, Inc. (incorporated by reference to Exhibit 3.4 to the Form 10-Q of Triton PCS Holdings, Inc. for the quarter ended September 30, 1999).
3.2		Amendment to Second Restated Certificate of Incorporation of Triton PCS Holdings, Inc. changing the company’s corporate name to SunCom Wireless Holdings, Inc. (incorporated by reference to Exhibit 3.2 to the Form 10-Q of SunCom Wireless Holdings, Inc. for the quarter ended March 31, 2005).
3.3		Second Amended and Restated Bylaws of Triton PCS Holdings, Inc. (incorporated by reference to Exhibit 3.6 to the Form 10-Q of Triton PCS Holdings, Inc. for the quarter ended September 30, 1999).
4.1		Specimen Stock Certificate. (incorporated by reference to Exhibit 4.1 to the Form 10-Q of SunCom Wireless Holdings, Inc. for the quarter ended March 31, 2005).
4.2		Indenture, dated as of January 19, 2001, among Triton PCS, Inc., the Guarantors party thereto and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.5 to Amendment No. 2 to the Form S-3 Registration Statement of Triton PCS Holdings, Inc., File No. 333-49974).
4.3		Supplemental Indenture, dated as of November 18, 2004, by and among Triton PCS, Inc., Affiliate License Co., L.L.C. and The Bank of New York, to the Indenture, dated as of January 19, 2001, among Triton PCS, Inc., the Guarantors party thereto and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.3 to the Form 10-K of Triton PCS Holdings, Inc. for the year ended December 31, 2004).
4.4		Supplemental Indenture, dated as of January 27, 2005, by and among Triton PCS, Inc., AWS Network Newco, LLC, SunCom Wireless International, LLC, SunCom Wireless Puerto Rico Operating Company, LLC, Triton Network Newco, LLC and The Bank of New York to the Indenture, dated as of January 19, 2001, among Triton PCS, Inc., the Guarantors party thereto and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.4 to the Form 10-K of Triton PCS Holdings, Inc. for the year ended December 31, 2004).
4.5		Indenture, dated as of November 14, 2001, among Triton PCS, Inc., the Guarantors thereto and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K/A of Triton PCS Holdings, Inc. filed November 15, 2001).
4.6		Supplemental Indenture, dated as of November 18, 2004, by and among Triton PCS, Inc., Affiliate License Co., L.L.C. and The Bank of New York to the Indenture, dated as of November 14, 2001, among Triton PCS, Inc., the

2231

Exhibit
Exhibit Number			Description
Number		Description
	2.3		Irrevocable Waiver of Rights under Exchange Agreement, dated September 17, 2007, by certain stockholders of SunCom Wireless Holdings, Inc.
		Guarantors thereto and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.6 to the Form 10-K of Triton PCS Holdings, Inc. for the year ended December 31, 2004).
	2.4		Agreement and Plan of Merger, dated as of September 16, 2007, between T-Mobile USA, Inc., Tango Merger Sub, Inc. and SunCom Wireless Holdings, Inc. (incorporated by reference to Exhibit 2.1 to the Form 8-K of SunCom Wireless Holdings, Inc. filed September 19, 2007).
4.7		Supplemental Indenture, dated as of January 27, 2005, by and among Triton PCS, Inc., AWS Network Newco, LLC, SunCom Wireless International, LLC, SunCom Wireless Puerto Rico Operating Company, LLC, Triton Network Newco, LLC and The Bank of New York to the Indenture, dated as of November 14, 2001, among Triton PCS, Inc., the Guarantors thereto and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.7 to the Form 10-K of Triton PCS Holdings, Inc. for the year ended December 31, 2004).
	3.1		Second Restated Certificate of Incorporation of Triton PCS Holdings, Inc. (incorporated by reference to Exhibit 3.1 to the 8-A/A of SunCom Wireless Holdings, Inc. filed May 23, 2007).
4.8		Indenture, dated as of June 13, 2003, among Triton PCS, Inc., the Guarantors thereto and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K/A of Triton PCS Holdings, Inc. filed June 16, 2003).
	3.2		Second Amended and Restated Bylaws of Triton PCS Holdings, Inc. (incorporated by reference to Exhibit 3.6 to the Form 10-Q of Triton PCS Holdings, Inc. for the quarter ended September 30, 1999).
4.9		Supplemental Indenture, dated as of November 18, 2004, by and among Triton PCS, Inc., Affiliate License Co., L.L.C. and The Bank of New York, to the Indenture, dated as of June 13, 2003, among Triton PCS, Inc., the Guarantors thereto and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.9 to the Form 10-K of Triton PCS Holdings, Inc. for the year ended December 31, 2004).
	4.1		Specimen Class A Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Form 8-A/A SunCom Wireless Holdings, Inc. filed May 23, 2007).
4.10		Supplemental Indenture, dated as of January 27, 2005, by and among Triton PCS, Inc., AWS Network Newco, LLC, SunCom Wireless International, LLC, SunCom Wireless Puerto Rico Operating Company, LLC, Triton Network Newco, LLC and The Bank of New York, to the Indenture, dated as of June 13, 2003, among Triton PCS, Inc., the Guarantors thereto and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.10 to the Form 10-K of Triton PCS Holdings, Inc. for the year ended December 31, 2004).
	4.2		Indenture, dated as of January 19, 2001, among Triton PCS, Inc., the Guarantors party thereto and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.5 to Amendment No. 2 to the Form S-3 Registration Statement of Triton PCS Holdings, Inc., File No. 333-49974).
10.1		Amendment to Employment Agreement, dated as of January 31 2007, by and among SunCom Wireless Holdings, Inc., SunCom Wireless Management Company, Inc. and Michael Kalogris (incorporated by reference to Exhibit 10.1 to the Form 8-K of SunCom Wireless Holdings, Inc. filed February 1, 2007).*
	4.3		Supplemental Indenture, dated as of November 18, 2004, by and among Triton PCS, Inc., Affiliate License Co., L.L.C. and The Bank of New York, to the Indenture, dated as of January 19, 2001, among Triton PCS, Inc., the Guarantors party thereto and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.3 to the Form 10-K of Triton PCS Holdings, Inc. for the year ended December 31, 2004).
10.2		Amendment to Employment Agreement, dated as of January 31, 2007, by and among SunCom Wireless Holdings, Inc., SunCom Wireless Management Company, Inc. and William Robinson (incorporated by reference to Exhibit 10.2 to the Form 8-K of SunCom Wireless Holdings, Inc. filed February 1, 2007).*
	4.4		Supplemental Indenture, dated as of January 27, 2005, by and among Triton PCS, Inc., AWS Network Newco, LLC, SunCom Wireless International, LLC, SunCom Wireless Puerto Rico Operating Company, LLC, Triton Network Newco, LLC and The Bank of New York to the Indenture, dated as of January 19, 2001, among Triton PCS, Inc., the Guarantors party thereto and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.4 to the Form 10-K of Triton PCS Holdings, Inc. for the year ended December 31, 2004).
10.3		Amendment to Employment Agreement, dated as of January 31, 2007, by and among SunCom Wireless Holdings, Inc., SunCom Wireless Management Company, Inc. and Eric Haskell (incorporated by reference to Exhibit 10.3 to the Form 8-K of SunCom Wireless Holdings, Inc. filed February 1, 2007).*
	4.5		Supplemental Indenture, dated as of May 15, 2007, by and among SunCom Wireless, Inc., SunCom Wireless Management Company, Inc., Triton PCS Finance Company, Inc., Triton PCS Holdings Company LLC, SunCom Wireless Property Company LLC, SunCom Wireless Operating Company LLC, Triton PCS License Company LLC, Triton PCS Investment Company LLC, Affiliate License Co., LLC, AWS License NewCo, LLC, SunCom Wireless International LLC, SunCom Wireless Puerto Rico Operating Company LLC, Triton Network Newco LLC and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K of SunCom Wireless Holdings, Inc. filed May 21, 2007).
10.4		Letter Agreement, dated as of March 26, 2007, between SunCom Wireless Holdings, Inc. and Laura Show-Porter.*
	4.6		Indenture, dated as of November 14, 2001, among Triton PCS, Inc., the Guarantors thereto and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K/A of Triton PCS Holdings, Inc. filed November 15, 2001).
31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
	4.7		Supplemental Indenture, dated as of November 18, 2004, by and among Triton PCS, Inc., Affiliate License Co., L.L.C. and The Bank of New York to the Indenture, dated as of November 14, 2001, among Triton PCS, Inc., the Guarantors thereto and The
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.
31.3		Certification of Vice President of Accounting and Controller pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.

2332

Exhibit
Exhibit Number			Description
Number		Description
			Bank of New York, as trustee (incorporated by reference to Exhibit 4.6 to the Form 10-K of Triton PCS Holdings, Inc. for the year ended December 31, 2004).
32.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended.
	4.8		Supplemental Indenture, dated as of January 27, 2005, by and among Triton PCS, Inc., AWS Network Newco, LLC, SunCom Wireless International, LLC, SunCom Wireless Puerto Rico Operating Company, LLC, Triton Network Newco, LLC and The Bank of New York to the Indenture, dated as of November 14, 2001, among Triton PCS, Inc., the Guarantors thereto and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.7 to the Form 10-K of Triton PCS Holdings, Inc. for the year ended December 31, 2004).
32.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended.
	4.9		Supplemental Indenture dated as of May 15, 2007, by and among SunCom Wireless, Inc., SunCom Wireless Management Company, Inc., Triton PCS Finance Company, Inc., Triton PCS Holdings Company LLC, SunCom Wireless Property Company LLC, Triton PCS Equipment Company LLC, SunCom Wireless Operating Company LLC, Triton PCS License Company LLC, Triton PCS Investment Company LLC, Affiliate License Co., LLC, AWS License NewCo, LLC, SunCom Wireless International LLC, SunCom Wireless Puerto Rico Operating Company LLC, Triton Network NewCo LLC and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.2 to the Form 8-K filed May 21, 2007).
	4.10		Indenture, dated as of June 13, 2003, among Triton PCS, Inc., the Guarantors thereto and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.1 to the Form 8-K/A of Triton PCS Holdings, Inc. filed June 16, 2003).
	4.11		Supplemental Indenture, dated as of November 18, 2004, by and among Triton PCS, Inc., Affiliate License Co., L.L.C. and The Bank of New York, to the Indenture, dated as of June 13, 2003, among Triton PCS, Inc., the Guarantors thereto and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.9 to the Form 10-K of Triton PCS Holdings, Inc. for the year ended December 31, 2004).
	4.12		Supplemental Indenture, dated as of January 27, 2005, by and among Triton PCS, Inc., AWS Network Newco, LLC, SunCom Wireless International, LLC, SunCom Wireless Puerto Rico Operating Company, LLC, Triton Network Newco, LLC and The Bank of New York, to the Indenture, dated as of June 13, 2003, among Triton PCS, Inc., the Guarantors thereto and The Bank of New York, as trustee (incorporated by reference to Exhibit 4.10 to the Form 10-K of Triton PCS Holdings, Inc. for the year ended December 31, 2004).
	4.13		Registration Rights Agreement, dated as of May 15, 2007 (incorporated by reference to Exhibit 10.1 to the Form 8-K of SunCom Wireless Holdings, Inc. filed May 21, 2007).
	10.1	*	Amendment to Employment Agreement, dated as of September 16, 2007, between SunCom Wireless Holdings, Inc., SunCom Wireless Management Company, Inc. and Michael E. Kalogris (incorporated by reference to Exhibit 10.1 to the Form 8-K of SunCom Wireless Holdings, Inc. filed September 19, 2007).
	10.2	*	Amendment to Employment Agreement, dated as of September 16, 2007, between SunCom Wireless Holdings, Inc., SunCom Wireless Management Company, Inc. and Eric Haskell (incorporated by reference to Exhibit 10.2 to the Form 8-K of SunCom Wireless Holdings, Inc. filed September 19, 2007).
	10.3	*	Amendment to Employment Agreement, dated as of September 16, 2007, between SunCom Wireless Holdings, Inc., SunCom Wireless Management Company, Inc. and


Exhibit Number			Description

			William A. Robinson (incorporated by reference to Exhibit 10.3 to the Form 8-K of SunCom Wireless Holdings, Inc. filed September 19, 2007).

	10.4	*	Amendment to Employment Agreement, dated as of September 16, 2007, between SunCom Wireless Holdings, Inc., SunCom Wireless Management Company, Inc. and Raul Burgos (incorporated by reference to Exhibit 10.4 to the Form 8-K of SunCom Wireless Holdings, Inc. filed September 19, 2007).

	10.5	*	Form of Domestic Bonus Letter Agreement for Senior Management (incorporated by reference to Exhibit 10.5 to the Form 8-K of SunCom Wireless Holdings, Inc. filed September 19, 2007).

	10.6	*	Form of Puerto Rico Bonus Letter Agreement for Senior Management (incorporated by reference to Exhibit 10.6 to the Form 8-K of SunCom Wireless Holdings, Inc. filed September 19, 2007).

	10.7	*	Summary of Terms of Operations Committee Compensation.

	10.8	*	First Amendment to the SunCom Wireless Holdings, Inc. Stock and Incentive Plan, as amended and restated.

	10.9	*	First Amendment to the SunCom Wireless Holdings, Inc. Directors’ Stock and Incentive Plan, as amended and restated.

	31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.

	31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.

	31.3		Certification of Vice President of Accounting and Controller pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended.

	32.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended.

	32.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(b) under the Securities Exchange Act of 1934, as amended.

	99.1		Stockholder Voting Agreement, dated as of September 16, 2007, between T-Mobile USA, Inc., Tango Merger Sub, Inc. and certain stockholders of SunCom Wireless Holdings, Inc. (incorporated by reference to Exhibit 99.1 to the Form 8-K of SunCom Wireless Holdings, Inc. filed September 19, 2007).

* Management contract or compensatory plan.

2434

SIGNATURES

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

	SUNCOM WIRELESS HOLDINGS, INC.
Date: May 9, 2007	By:	/s/ Michael E. Kalogris
Date: November 1, 2007	By:	/s/ Michael E. Kalogris
		Michael E. Kalogris
		Chief Executive Officer (principal executive officer)
Date: May 9, 2007	By:	/s/ Eric Haskell
		Eric Haskell
		Chief Financial Officer (principal financial officer)



Date: November 1, 2007	By:	/s/ Eric Haskell
		Eric Haskell
		Chief Financial Officer (principal financial officer)

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Filing Compare · SUNCOM WIRELESS HOLDINGS, INC.