Cingular Wireless 2Q Results

Bellsouth Corp
20 July 2005

 
         Cingular Wireless Posts Strong Second-Quarter Results, Advances 
                         Merger Integration Initiatives 


     - Net subscriber additions of 1.1 million, third consecutive quarter of
       more than 1 million postpaid net additions

     - 51.6 million cellular/PCS subscribers at quarter's end

     - Gross subscriber additions of 4.4 million

     - Postpaid monthly subscriber churn down to 1.8 percent, third
       consecutive quarter of improved postpaid churn; total monthly churn at
       2.2 percent

     - A 340 basis-point sequential improvement in normalized OIBDA margin
       to 28.9%

     - Continued progress in transitioning subscribers to GSM, with 90 percent
       of minutes now on Cingular's GSM network

FOR RELEASE WEDNESDAY, JULY 20, 2005

    ATLANTA - Cingular Wireless, a joint venture between SBC Communications Inc. 
(NYSE: SBC) and BellSouth Corporation (NYSE: BLS), today posted strong 
second-quarter results driven by continued solid subscriber growth, improvement 
in margins and postpaid churn, and strength in data and enterprise services.

    For the quarter, the nation's largest wireless provider delivered net
subscriber additions of 1.1 million, nearly all of which were postpaid.
Second-quarter postpaid net additions were comparable to the number delivered
in the first quarter of 2005, and represent the third straight quarter of more
than 1 million postpaid net additions.

    Net additions in the second quarter were 2.5 times higher than pro forma
net additions in the year-ago second quarter.  (Pro forma results reflect the
acquisition of AT&T Wireless, plus related acquisitions and dispositions, as
if they had occurred on January 1, 2003.)  Cingular ended the second quarter
of 2005 with 51.6 million cellular/PCS subscribers.

    Gross additions continue to be very strong at 4.4 million. Postpaid churn
improved sequentially to 1.8 percent -- a record low for the company.  This
compares to 1.9 percent in the first quarter of 2005 and to 2.1 percent (pro
forma) in the fourth quarter of 2004.  Overall churn held at 2.2, which was
the same as in the first quarter of 2005, primarily reflecting the transition
of customers on former AT&T Wireless prepaid plans.

    As it sustained strong subscriber growth, Cingular also improved its
margins. OIBDA margin, normalized to exclude merger-related integration costs,
was 28.9 percent, a sequential improvement of 340 basis points.  (OIBDA margin
is operating income (loss) before depreciation and amortization, divided by
total service revenues.)

    "Cingular continues to make good progress on a variety of fronts," said
Stan Sigman, Cingular's president and chief executive officer.  "We are
pleased with our performance in margins, postpaid subscriber net additions,
and revenue.

    "These results show once again that our merger is working," Sigman said.
"We are making progress and growing the business, though we of course have a
long way to go before our work is done.  The complex tasks of integrating
networks, systems, processes, and people continue to go well and are on or
ahead of schedule.  At the same time, we are improving, in large ways and
small, how we serve our customers, who continue to choose Cingular and stay
with Cingular."


    Improved postpaid churn, very strong gross additions, and retention of
former AT&T Wireless customers

    Cingular's "more bars in more places" (SM) and ALLOVER (SM) network
messages resonated with current and new customers, and drove lower postpaid
churn and very strong gross subscriber additions.

    As well, the company continued to transition its customer base to GSM and
move former AT&T Wireless customers to Cingular plans.  These two developments
also contributed to the quarter's improved postpaid churn results, the company
noted.

    At the end of the second quarter, 90 percent of the company's total
combined minutes were carried on its GSM network.  GSM is the world's most
widely used wireless technology.  Through roaming alliances with other GSM-
based providers around the world, Cingular, which operates the nation's
largest digital voice and data network, also provides the largest global
presence of any U.S. wireless carrier, with coverage in more than 170
countries.

    Seventy-eight percent of Cingular's subscriber base was GSM-equipped by
the end of the second quarter, up from 72 percent in the first quarter of
2005.  More than 7 percent of Cingular's customer base upgraded handsets
during the second quarter -- almost entirely onto GSM.

    Cingular has now converted more than 4 million former AT&T Wireless
subscribers to new Cingular plans as customers responded positively to
Cingular's broad network coverage and attractive products and services.


Financial Results

     - In the second quarter, Cingular's revenues were $8.6 billion, which is
       an improvement of 5.4 percent over pro forma revenue of $8.2 billion
       during the year-ago second quarter and up 4.6 percent versus the first
       quarter of this year.

     - Average revenue per user (ARPU) in the quarter was $50.43, up 1.7
       percent from $49.59 in the first quarter of this year but down 5.6
       percent from pro forma ARPU in the year-ago second quarter.  The
       sequential increase in ARPU was driven by growth in data revenues and
       seasonal usage patterns.  The year-over-year ARPU change primarily
       reflects the transition of customers to more inclusive plans, the
       popularity of FamilyTalk(R) and Rollover(SM) plans, and the increase in
       the reseller subscriber base, partially offset by increased data ARPU.

     - ARPU from data services continued its strong growth in the second
       quarter, increasing more than 12 percent to $4.16 compared to $3.70 in
       the first quarter of this year.  This growth continued to be spurred by
       the ever-increasing popularity of text messaging, mobile instant
       messaging, mobile e-mail, downloadable ringtones, games, photo
       messaging and media bundles.  Cingular delivered 5 billion text
       messages during the quarter.

     - Cingular's reported second-quarter operating expenses were
       $8.1 billion, of which merger-related integration expenses totaled
       $204 million.  These merger-related integration expenses decreased
       Cingular's OIBDA by $95 million, and added $109 million in accelerated
       depreciation costs related to shortened asset lives.  In addition,
       operating expenses included $445 million in non-cash amortization of
       intangibles that were acquired as part of the merger with AT&T
       Wireless.

     - Reported OIBDA margin was 27.6 percent for the second quarter.
       Normalized to exclude merger-related integration costs, OIBDA margin
       was 28.9 percent -- a sequential improvement of 340 basis points.

     - Reported operating income was $504 million, a sequential increase of
       342 percent.  Reported net income increased to $147 million, compared
       to a loss of $240 million in the first quarter.

     - Normalized to exclude merger-related integration costs, operating
       income for the second quarter was $708 million, a sequential increase
       of 223 percent.

     - Normalized net income increased to $317 million, compared to a loss of
       $152 million in the first quarter.

Second-quarter highlights and initiatives

     - Cingular's Business Markets Group introduced several new products and
       services.  These included:  the Sony VAIO(R), the first widely
       available notebook PC with integrated high-speed wireless wide area
       network (WAN) technology; Good Technology's GoodLink(TM) wireless
       messaging and data access software and service; and two new flagship
       offers, Cingular Corporate Digital Advantage and Cingular Business
       Edge, which are targeted to large and small businesses, respectively.

     - In addition to announcing these new products and services, the Business
       Markets Group also signed more than 325 new high-end service contracts
       during the quarter, including such important accounts as Sun
       Microsystems, CIBC World Markets, Drexel University, Insight
       Enterprises, the City of Houston, Humana Inc., Energen Corporation,
       O'Neal Steel, Inc. and Brasfield and Gorrie, LLC.

     - The company reintroduced and enhanced GoPhone(R), its selection of
       popular prepaid services that give consumers unprecedented freedom and
       flexibility in buying wireless without a contract but with many of the
       benefits of traditional wireless plans.

     - Cingular made available powerful and stylish new wireless devices,
       including the Audiovox SMT 5600, the world's smallest Microsoft Windows
       Mobile-based Smartphone, and the Motorola RAZR Black, the exclusive
       sleek successor to the Motorola RAZR.

     - The company announced an innovative new music program called Cingular
       Sounds(TM), which launches new singles as ringtones on wireless phones
       before they are heard anywhere else or simultaneously with their radio
       debut.

     - Cingular recorded more than 41.5 million text messages throughout the
       12-week voting period of "American Idol," which represents the largest
       volume of text messaging in a single campaign in the history of the
       U.S. wireless industry.

     - The company remains on track to launch UMTS/HSDPA in 15-20 markets by
       the end of 2005.  UMTS with HSDPA provides superior speeds for data and
       video services, and it delivers outstanding operating efficiencies,
       using the same spectrum and infrastructure for voice and data.

Conference Call with Investment Community

    Cingular will hold a conference call with the investment community
beginning at 10:00 a.m. (ET) today.  During the call, we will discuss our
operational and financial results for the quarter.

    The conference call will be webcast and archived on our website at
http://www.cingular.com/investor for 30 days, as well as on the websites of
SBC Communications Inc. and BellSouth Corporation. Our second-quarter news
release and downloadable financial statements are now available on our
website.

     Dial-in information for the conference call is as follows:
          Domestic:          866-406-3487
          International:     630-691-2771

          Replay:            877-213-9653
           (Domestic)
          Replay:            630-652-3041
           (International)
          Passcode:          11947895#

          Replays will be available for five days.

About Cingular Wireless

    Cingular Wireless is the largest wireless carrier in the United States,
serving 51.6 million customers. Cingular, a joint venture between SBC
Communications Inc. (NYSE: SBC) and BellSouth Corporation (NYSE: BLS), has the
largest digital voice and data network in the nation -- the ALLOVER(SM)
network - and the largest mobile-to-mobile community of any national wireless
carrier. Cingular is the only U.S. wireless carrier to offer Rollover(SM), the
wireless plan that lets customers keep their unused monthly minutes. Details
of the company are available at http://www.cingular.com . Get Cingular
Wireless press releases e-mailed to you automatically. Sign up at
http://www.cingular.com/newsroom .

FORWARD-LOOKING INFORMATION

    In addition to historical information, this document and the conference
call referred to above may contain forward-looking statements regarding events
and financial trends. Factors that could affect future results and could cause
actual results to differ materially from those expressed or implied in the
forward-looking statements include:

     - the pervasive and intensifying competition in all markets where
       Cingular operates;

     - failure to quickly realize capital and expense synergies from the
       acquisition of AT&T Wireless as a result of technical, logistical,
       regulatory and other factors;

     - problems associated with the transition of Cingular's network to
       Higher-speed technologies;

     - slow growth of Cingular's data services due to lack of popular
       applications, terminal equipment, advanced technology and other
       factors;

     - sluggish economic and employment conditions in the markets Cingular
       serves;

     - the final outcome of FCC proceedings, including rulemakings, and
       judicial review, if any, of such proceedings;

     - enactment of additional state and federal laws, regulations and
       requirements pertaining to Cingular's operations; and

     - the outcome of pending or threatened complaints and litigation.

    Such forward-looking information is given as of this date only, and
Cingular assumes no duty to update this information.


Media Contacts
Mark Siegel
[e-mail]
404-236-6312

Clay Owen
[e-mail]
404-236-6153

Investor Relations Contacts
Kent Evans
[e-mail]
404-236-6203

Jeff Cannon
[e-mail]
404-236-5486

Kristi Taylor
[e-mail]
404-236-6532


OIBDA Discussion

    OIBDA is defined as operating income (loss) before depreciation and
amortization. Although we have used substantively similar measures in the
past, which we called "EBITDA", we now use the term OIBDA to describe the
measure we use as it more clearly defines the elements of the measure. OIBDA
margin is calculated as OIBDA divided by services revenue. These are non-GAAP
financial measures. They differ from operating income (loss) and operating
margin, as calculated in accordance with GAAP, in that they exclude
depreciation and amortization. They differ from net income (loss), as
calculated in accordance with GAAP, in that they exclude, as presented in our
Consolidated Statements of Income: (i) depreciation and amortization, (ii)
interest expense, (iii) minority interest expense, (iv) equity in net income
(loss) of affiliates, (v) other, net, and (vi) provision (benefit) for income
taxes. We believe these measures are relevant and useful information to our
investors as they are an integral part of our internal management reporting
and planning processes and are important metrics that our management uses to
evaluate the operating performance of our consolidated operations. They are
used by management as a measurement of our success in acquiring, retaining and
servicing customers because we believe these measures reflect our ability to
generate and grow subscriber revenues while providing a high level of customer
service in a cost-effective manner. Management also uses these measures as a
method of comparing our performance with that of many of our competitors. The
components of OIBDA include the key revenue and expense items for which our
operating managers are responsible and upon which we evaluate their
performance. Lastly, we use this measure for planning purposes and in
presentations to our board of directors, and we use multiples of this current
or projected measure in our discounted cash flow models to determine the value
of our licensing costs and our overall enterprise valuation.

    OIBDA does not give effect to cash used for debt service requirements and
thus does not reflect available funds for distributions, reinvestment or other
discretionary uses. OIBDA excludes other, net, minority interest expense and
equity in net income (loss) of affiliates, as these do not reflect the
operating results of our subscriber base and our national footprint that we
utilize to obtain and service our subscribers. Equity in net income (loss) of
affiliates represents our proportionate share of the net income (loss) of
affiliates in which we exercise significant influence, but do not control. As
we do not control these entities, our management excludes these results when
evaluating the performance of our primary operations. Although excluded,
equity in net income (loss) of affiliates may include results that are
material to our overall net income (loss). OIBDA also excludes interest
expense and the provision (benefit) for income taxes. Excluding these items
eliminates the expenses associated with our capitalization and tax structures.
Finally, OIBDA excludes depreciation and amortization, in order to eliminate
the impact of capital investments.

    We believe OIBDA as a percentage of services revenue to be a more relevant
measure of our operating margin than OIBDA as a percentage of total revenue.
We generally subsidize a portion of our handset sales, all of which are
recognized in the period in which we sell the handset. This results in a
disproportionate impact on our margin in that period. Management views this
equipment subsidy as a cost to acquire or retain a subscriber, which is
recovered through the ongoing service revenue that is generated by the
subscriber. We also use services revenue to calculate margin to facilitate
comparison, both internally and externally with our competitors, as they
calculate their margins using services revenue as well.

    There are material limitations to using these non-GAAP financial measures,
including the difficulty associated with comparing these performance measures
as we calculate them to similar performance measures presented by other
companies, and the fact that these performance measures do not take into
account certain significant items, including depreciation and amortization,
interest, tax expense and equity in net income (loss) of affiliates, that
directly affect our net income or loss. Management compensates for these
limitations by carefully analyzing how our competitors present performance
measures that are similar in nature to OIBDA as we present it, and considering
the economic effect of the excluded expense items independently as well as in
connection with its analysis of net income (loss) as calculated in accordance
with GAAP. OIBDA and OIBDA margin should be considered in addition to, but not
as a substitute for, other measures of financial performance reported in
accordance with accounting principles generally accepted in the U.S. OIBDA and
OIBDA margin, as we have defined them, may not be comparable to similarly
titled measures reported by other companies.

ARPU Discussion

    ARPU is defined as cellular/PCS service revenues during the period divided
by average cellular/PCS customers during the period. This metric is used to
compare the recurring revenue amounts generated on our cellular/PCS network to
prior periods and internal targets. Our ARPU calculation excludes Mobitex data
revenues and thereby makes our metric more comparable with other wireless
carriers. We believe that this metric provides useful information concerning
the performance of our ongoing initiatives to attract and retain high value
customers and the use of our network.


DETAILED FINANCIAL INFORMATION
Tables follow



    Cingular Wireless LLC Income Statement - amounts in millions (unaudited)

                               Quarter Ended               Year to Date
                        6/30/05  6/30/04  % Change  6/30/05  6/30/04  % Change
                                (Restated)                  (Restated)
    Operating revenues:
      Service revenues     $7,719  $3,833  101.4%  $15,138  $7,416   104.1%
      Equipment sales         890     354  151.4%    1,700     738   130.4%
        Total operating
         revenues           8,609   4,187  105.6%   16,838   8,154   106.5%
    Operating expenses:
      Cost of services      2,293     983  133.3%    4,437   1,938   128.9%
      Cost of equipment
       sales                1,230     505  143.6%    2,525   1,042   142.3%
      Selling, general and
       administrative       2,953   1,463  101.8%    5,954   2,835   110.0%
      Depreciation and
       amortization         1,629     565  188.3%    3,304   1,118   195.5%
        Total operating
         expenses           8,105   3,516  130.5%   16,220   6,933   134.0%
    Operating income
     (loss)                   504     671  (24.9%)     618   1,221   (49.4%)
    Interest expense          326     199   63.8%      664     397    67.3%
    Minority interest
     expense                   41      41    0.0%       57      68   (16.2%)
    Equity in net income
     (loss) of affiliates       1     (95)      NM       3    (203)       NM
    Other income
     (expense), net            33       1       NM      53       5        NM
    Income (loss) before
     income tax and cum.
     effect of acctng.
     chg.                     171     337  (49.3%)     (47)    558  (108.4%)
    Provision (benefit)
     for income taxes          24      (2)      NM      46       4        NM
    Income (loss) before
     cumulative effect of
     accounting change        147     339  (56.6%)     (93)    554  (116.8%)



    Selected Financial and Operating Data for Cingular Wireless
    - amounts in millions, except customer data in 000s

                               Quarter Ended               Year to Date
                          6/30/05 6/30/04 % Change  6/30/05 6/30/04 % Change
                                (Restated)                  (Restated)
    (Amounts in millions,
     except customer data
     in 000s)
    OIBDA(1)               $2,133  $1,236   72.6%   $3,922  $2,339    67.7%
    OIBDA margin(2)         27.6%   32.2% -460  BP   25.9%   31.5%  -560  BP
    Total Cellular/PCS
     Customers(3)          51,596  25,044  106.0%   51,596  25,044   106.0%
    Net Customer Additions
     - Cellular/PCS         1,071     428  150.2%    2,490     982   153.6%
    M&A Activity,
     Partitioned Customers
     and/or Other Adjs.       156      (2)              (3)     35
    Churn - Cellular/PCS(4)  2.2%    2.7%  -50  BP    2.2%    2.7%   -50  BP
    ARPU - Cellular/PCS(5) $50.43  $50.75   (0.6%)  $50.01  $49.54     0.9%
    Minutes Of Use Per
     Cellular/PCS
     Subscriber(6)            704     568   23.9%      674     547    23.2%
    Licensed POPs -
     Cellular/PCS(7)          292     243              292     243
    Penetration -
     Cellular/PCS(8)        18.0%   11.1%            18.0%   11.1%
    Capital Expenditures(9) 2,188     783  179.4%    3,159   1,117   182.8%



    Reconciliations of Non-GAAP Financial Measures to GAAP Financial Measures
    - amounts in millions (unaudited)

                               Quarter Ended               Year To Date
                        6/30/05  6/30/04  % Change  6/30/05  6/30/04  % Change
                                (Restated)                  (Restated)
    Income (loss) before
     cumulative effect of
     accounting change        147     339  (56.6%)     (93)    554  (116.8%)
      Plus:  Interest
       expense                326     199   63.8%      664     397    67.3%
      Plus:  Minority
       interest expense        41      41    0.0%       57      68   (16.2%)
      Plus:  Equity in net
       loss of affiliates      (1)     95       NM      (3)    203        NM
      Plus:  Other, net       (33)     (1)      NM     (53)     (5)       NM
      Plus:  Provision
       (benefit) for
       income taxes            24      (2)      NM      46       4        NM
    Operating income
     (loss)                   504     671  (24.9%)     618   1,221   (49.4%)
      Plus:  Depreciation
       and amortization     1,629     565  188.3%    3,304   1,118   195.5%
    OIBDA(1)               $2,133  $1,236   72.6%   $3,922  $2,339    67.7%


    NM - Not Meaningful

    On February 18, 2005, our management and the Audit Committee of the
    board of directors of our Manager concluded that our financial
    statements for fiscal periods ending December 31, 2000 through December
    31, 2003 and the first three interim periods of 2004 should be restated to
    correct certain errors relating to accounting for operating leases and
    that such previously filed financial statements should no longer be relied
    upon.  Additionally, our network infrastructure venture with T-Mobile USA,
    Inc., GSM Facilities LLC, accounted for under the equity method, reached a
    similar conclusion with respect to operating leases, requiring correction
    and restatement of the venture's previously issued financial statements
    for the years ended December 31, 2003 and 2002.  Please see our 2004 Form
    10-K filed with the Securities and Exchange Commission on March 7, 2005
    for further information.

    Notes:
    (1) OIBDA is defined as operating income (loss) before depreciation and
        amortization.  OIBDA differs from operating income (loss), as
        calculated in accordance with GAAP, in it excludes depreciation and
        amortization.  It differs from net income (loss), as calculated in
        accordance with GAAP, in that it excludes, as presented on our
        Consolidated Statement of Income: (1) depreciation and amortization,
        (2) interest expense, (3) minority interest expense, (4) equity in net
        income (loss) of affiliates, (5) other, net, and (6) provision
        (benefit) for income taxes.  OIBDA does not give effect to cash used
        for debt service requirements and thus does not reflect available
        funds for distributions, reinvestment or other discretionary uses.
        OIBDA is not presented as an alternative measure of operating results
        or cash flows from operations, as determined in accordance with
        generally accepted accounting principles.  Our calculation of OIBDA,
        as presented, may differ from similarly titled measures reported by
        other companies.
    (2) OIBDA margin is defined as OIBDA divided by service revenues.
    (3) Cellular/PCS customers include customers served through reseller
        agreements.
    (4) Cellular/PCS churn is calculated by dividing the aggregate number of
        cellular/PCS customers who cancel service during each month in a
        period by the total number of cellular/PCS customers at the beginning
        of each month in that period.
    (5) ARPU is defined as cellular/PCS service revenues during the period
        divided by average cellular/PCS customers during the period.
    (6) Total Minutes Of Use Per Cellular/PCS Subscriber definition was
        changed effective with the 2Q05 reporting period.  Prior to the
        change, the numerator was defined as Local Minutes of Use.  Effective
        with this change, the numerator is now defined as including Local
        Minutes of Use and Outcollect Minutes of Use.
    (7) Licensed POPs refers to the number of people residing in areas where
        we and our partners have licenses to provide cellular or PCS service
        including areas where we have not yet commenced service.
    (8) Penetration calculation for 2Q05 is based on licensed "operational"
        POP's of 286 million.
    (9) Capital expenditures reflect GAAP disclosure and accordingly do not
        include cash/capital contributed to our previous joint ventures with
        T-Mobile and AT&T Wireless (pre-merger).



    Cingular Wireless LLC
    Normalized Earnings Summary and Reconciliation to Reported Results
    (amounts in millions)

    Quarter Ended June 30, 2005                      Normalized Item
                                                       Integration
                                               GAAP     Costs(1)   Normalized

    Operating revenues:
       Service revenues                        $7,719        $0       $7,719
       Equipment sales                            890       -            890
          Total operating revenues              8,609       -          8,609
    Operating expenses:
       Cost of services                         2,293       (19)       2,274
       Cost of equipment sales                  1,230       -          1,230
       Selling, general and
        administrative                          2,953       (76)       2,877
       Depreciation and amortization *          1,629      (109)       1,520
          Total operating expenses              8,105      (204)       7,901
    Operating income (loss)                       504       204          708
    Interest expense                              326       -            326
    Minority interest expense                      41       -             41
    Equity in net income (loss) of
     affiliates                                     1       -              1
    Other income (expense), net                    33       -             33
    Income (loss) before income tax and
     cum. effect of acctng. chg.                  171       204          375
    Provision (benefit) for income taxes           24        34           58
    Income (loss) before cumulative
     effect of accounting change                  147       170          317



    Year to Date - June 30, 2005                     Normalized Item
                                                       Integration
                                               GAAP     Costs(1)   Normalized

    Operating revenues:
       Service revenues                       $15,138        $0      $15,138
       Equipment sales                          1,700       -          1,700
          Total operating revenues             16,838       -         16,838
    Operating expenses:
       Cost of services                         4,437       (22)       4,415
       Cost of equipment sales                  2,525       -          2,525
       Selling, general and
        administrative                          5,954      (178)       5,776
       Depreciation and amortization *          3,304      (109)       3,195
          Total operating expenses             16,220      (309)      15,911
    Operating income (loss)                       618       309          927
    Interest expense                              664       -            664
    Minority interest expense                      57       -             57
    Equity in net income (loss) of
     affiliates                                     3       -              3
    Other income (expense), net                    53       -             53
    Income (loss) before income tax and
     cum. effect of acctng. chg.                  (47)      309          262
    Provision (benefit) for income taxes           46        51           97
    Income (loss) before cumulative
     effect of accounting change                  (93)      258          165

    Notes to Normalized Financial Data

    *   Results for the quarter ended June 30, 2005, include a reduction for
        depreciation and amortization for prior quarters of $57 million ($47
        million net income impact), in connection with valuation adjustments
        recorded in the second quarter to assets acquired in the AT&T Wireless
        acquisition. The valuation adjustments to the AT&T Wireless assets
        were the result of integration plans approved in the second quarter of
        2005 and adjustments to the preliminary purchase price allocation. Of
        the $57 million reduction in depreciation and amortization expenses,
        $23 million ($19 million net income) relates to the fourth quarter of
        2004. The impacts are not included in our normalized integration
        costs.

    Our normalized earnings have been adjusted for the following:
    (1) Tax-effected integration costs resulting from the Cingular acquisition
        of AT&T Wireless.



   Cingular Wireless LLC Income Statement, Normalized - amounts in millions
    (unaudited)

                               Quarter Ended               Year to Date
                        6/30/05  6/30/04  % Change  6/30/05  6/30/04  % Change
                       (Normal- (Restated)         (Normal- (Restated)
                         ized)                       ized)

    Operating revenues:
      Service revenues      $7,719  $3,833   101.4%  $15,138  $7,416   104.1%
      Equipment sales          890     354   151.4%    1,700     738   130.4%
        Total operating
         revenues            8,609   4,187   105.6%   16,838   8,154   106.5%
    Operating expenses:
      Cost of services       2,274     983   131.3%    4,415   1,938   127.8%
      Cost of equipment
       sales                 1,230     505   143.6%    2,525   1,042   142.3%
      Selling, general and
       administrative        2,877   1,463    96.7%    5,776   2,835   103.7%
      Depreciation and
       amortization          1,520     565   169.0%    3,195   1,118   185.8%
        Total operating
         expenses            7,901   3,516   124.7%   15,911   6,933   129.5%
    Operating income (loss)    708     671     5.5%      927   1,221   (24.1%)
    Interest expense           326     199    63.8%      664     397    67.3%
    Minority interest
     expense                    41      41     0.0%       57      68   (16.2%)
    Equity in net income
     (loss) of affiliates        1     (95)       NM       3    (203)       NM
    Other income (expense),
     net                        33       1        NM      53       5        NM
    Income (loss) before
     income tax and cum.
     effect of acctng. chg.    375     337    11.3%      262     558   (53.0%)
    Provision (benefit) for
     income taxes               58      (2)       NM      97       4        NM
    Income (loss) before
     cumulative effect of
     accounting change         317     339    (6.5%)     165     554   (70.2%)



    Selected Financial and Operating Data for Cingular Wireless
    - amounts in millions, except customer data in 000s

                               Quarter Ended               Year to Date
                        6/30/05  6/30/04  % Change  6/30/05  6/30/04  % Change
                       (Normal- (Restated)         (Normal- (Restated)
                         ized)                       ized)

    (Amounts in millions,
     except customer data
     in 000s)
    OIBDA - normalized(1)   $2,228  $1,236    80.3%   $4,122  $2,339    76.2%
    OIBDA margin -
     normalized(2)           28.9%   32.2%  -330  BP   27.2%   31.5%  -430  BP
    Total Cellular/PCS
     Customers(3) **        51,596  25,044   106.0%   51,596  25,044   106.0%
    Net Customer Additions
     - Cellular/PCS **       1,071     428   150.2%    2,490     982   153.6%
    M&A Activity,
     Partitioned Customers
     and/or Other Adjs. **     156      (2)               (3)     35
    Churn - Cellular/PCS
     (4) **                   2.2%    2.7%   -50  BP    2.2%    2.7%   -50  BP
    ARPU - Cellular/PCS
     (5) **                 $50.43  $50.75    (0.6%)  $50.01  $49.54     0.9%
    Minutes Of Use Per
     Cellular/PCS
     Subscriber(6) **          704     568    23.9%      674     547    23.2%
    Licensed POPs -
     Cellular/PCS(7)  **       292     243               292     243
    Penetration -
     Cellular/PCS(8) **      18.0%   11.1%             18.0%   11.1%
    Capital Expenditures
     (9) **                  2,188     783   179.4%    3,159   1,117   182.8%



    Reconciliations of Non-GAAP Financial Measures to GAAP Financial Measures
    - amounts in millions (unaudited)

                               Quarter Ended               Year To Date
                        6/30/05  6/30/04  % Change  6/30/05  6/30/04  % Change
                       (Normal- (Restated)         (Normal- (Restated)
                         ized)                       ized)

    Income (loss) before
     cumulative effect of
     accounting change         317     339    (6.5%)     165     554   (70.2%)
      Plus:  Interest
       expense                 326     199    63.8%      664     397    67.3%
      Plus:  Minority
       interest expense         41      41     0.0%       57      68   (16.2%)
      Plus:  Equity in net
       loss of affiliates       (1)     95  -101.1%       (3)    203  -101.5%
      Plus:  Other, net        (33)     (1)       NM     (53)     (5)       NM
      Plus:  Provision
       (benefit) for income
       taxes                    58      (2)       NM      97       4        NM
    Operating income (loss)    708     671     5.5%      927   1,221   (24.1%)
      Plus:  Depreciation
       and amortization      1,520     565   169.0%    3,195   1,118   185.8%
    OIBDA - normalized(1)   $2,228  $1,236    80.3%   $4,122  $2,339    76.2%

    OIBDA margin(2)          27.6%   32.2%  -460  BP   25.9%   31.5%  -560  BP
      Plus:  OIBDA margin,
       merger integration
       expenses               1.3%     -                1.3%     -
    OIBDA margin -
     normalized              28.9%   32.2%  -330  BP   27.2%   31.5%  -430  BP


       NM - Not Meaningful    

       ** Metrics and calculations are not impacted by the 2Q05 and YTD 2005
       normalization of merger integration costs.

    On February 18, 2005, our management and the Audit Committee of the board
    of directors of our Manager concluded that our financial statements for
    fiscal periods ending December 31, 2000 through December 31, 2003 and the
    first three interim periods of 2004 should be restated to correct certain
    errors relating to accounting for operating leases and that such
    previously filed financial statements should no longer be relied upon.
    Additionally, our network infrastructure venture with T-Mobile USA, Inc.,
    GSM Facilities LLC, accounted for under the equity method, reached a
    similar conclusion with respect to operating leases, requiring correction
    and restatement of the venture's previously issued financial statements
    for the years ended December 31, 2003 and 2002.  Please see our 2004 Form
    10-K filed with the Securities and Exchange Commission on March 7, 2005
    for further information.

    Notes:
    (1) OIBDA is defined as operating income (loss) before depreciation and
        amortization.  OIBDA differs from operating income (loss), as
        calculated in accordance with GAAP, in it excludes depreciation and
        amortization.  It differs from net income (loss), as calculated in
        accordance with GAAP, in that it excludes, as presented on our
        Consolidated Statement of Income: (1) depreciation and amortization,
        (2) interest expense, (3) minority interest expense, (4) equity in net
        income (loss) of affiliates, (5) other, net, and (6) provision
        (benefit) for income taxes.  OIBDA does not give effect to cash used
        for debt service requirements and thus does not reflect available
        funds for distributions, reinvestment or other discretionary uses.
        OIBDA is not presented as an alternative measure of operating results
        or cash flows from operations, as determined in accordance with
        generally accepted accounting principles.  Our calculation
        of OIBDA, as presented, may differ from similarly titled measures
        reported by other companies.
    (2) OIBDA margin is defined as OIBDA divided by service revenues.
    (3) Cellular/PCS customers include customers served through reseller
        agreements.
    (4) Cellular/PCS churn is calculated by dividing the aggregate number of
        cellular/PCS customers who cancel service during each month in a
        period by the total number of cellular/PCS customers at the beginning
        of each month in that period.
    (5) ARPU is defined as cellular/PCS service revenues during the period
        divided by average cellular/PCS customers during the period.
    (6) Total Minutes Of Use Per Cellular/PCS Subscriber definition was
        changed effective with the 2Q05 reporting period.  Prior to the
        change, the numerator was defined as Local Minutes of Use.  Effective
        with this change, the numerator is now defined as including Local
        Minutes of Use and Outcollect Minutes of Use.
    (7) Licensed POPs refers to the number of people residing in areas where
        we and our partners have licenses to provide cellular or PCS service
        including areas where we have not yet commenced service.
    (8) Penetration calculation for 2Q05 is based on licensed "operational"
        POP's of 286 million.
    (9) Capital expenditures reflect GAAP disclosure and accordingly do not
        include cash/capital contributed to our previous joint ventures with
        T-Mobile and AT&T Wireless (pre-merger).



    Cingular Wireless LLC Income Statement - amounts in millions
    (unaudited)
                             Full Year
                               2002   3/31/2003 6/30/2003 9/30/2003 12/31/2003
                            (Restated)(Restated)(Restated)(Restated)(Restated)
    Operating revenues:
       Service revenues        $13,922    $3,414    $3,643   $3,701   $3,559
       Equipment sales             981       244       255      383      378
          Total operating
           revenues             14,903     3,658     3,898    4,084    3,937
    Operating expenses:
       Cost of services          3,594       849       921    1,035      970
       Cost of equipment sales   1,535       396       451      606      578
       Selling, general and
        administrative           5,429     1,218     1,271    1,442    1,497
       Depreciation and
        amortization             1,849       488       508      521      572
          Total operating
           expenses             12,407     2,951     3,151    3,604    3,617
    Operating income (loss)      2,496       707       747      480      320
    Interest expense               911       225       230      197      204
    Minority interest expense      123        24        35       25       17
    Equity in net income (loss)
     of affiliates                (274)      (74)      (78)     (90)     (91)
    Other income (expense), net     29        26         7        4        4
    Income (loss) before income
     tax and cum. effect of
      acctng. chg.               1,217       410       411      172       12
    Provision (benefit)
     for income taxes               12         2        12        6        8
    Income (loss) before
     cumulative effect of
     accounting change           1,205       408       399      166        4



    Cingular Wireless LLC Income Statement - amounts in millions
    (unaudited)

                                   3/31/2004 6/30/2004  9/30/2004  12/31/2004
                                  (Restated) (Restated) (Restated) (Revised)
    Operating revenues:
       Service revenues            $3,583     $3,833     $3,873    $6,313
       Equipment sales                384        354        419       806
          Total operating
           revenues                 3,967      4,187      4,292     7,119
    Operating expenses:
       Cost of services               955        983      1,107     1,692
       Cost of equipment sales        537        505        585     1,247
       Selling, general and
        administrative              1,372      1,463      1,567     2,947
       Depreciation and
        amortization                  553        565        573     1,386
          Total operating
           expenses                 3,417      3,516      3,832     7,272
    Operating income (loss)           550        671        460      (153)
    Interest expense                  198        199        200       303
    Minority interest expense          27         41         20        (2)
    Equity in net income (loss) of
     affiliates                      (108)       (95)       (98)     (114)
    Other income (expense), net         4          1          -        11
    Income (loss) before income
     tax and cum. effect of
     acctng. chg.                     221        337        142      (557)
    Provision (benefit) for income
     taxes                              6         (2)         -       (62)
    Income (loss) before cumulative
     effect of accounting change      215        339        142      (495)



    Cingular Wireless LLC Income Statement - amounts in millions
    (unaudited)

                                                   3/31/2005        6/30/2005
    Operating revenues:
        Service revenues                            $7,419            $7,719
        Equipment sales                                810               890
            Total operating revenues                 8,229             8,609
    Operating expenses:
        Cost of services                             2,144             2,293
        Cost of equipment sales                      1,295             1,230
        Selling, general and
         administrative                              3,001             2,953
        Depreciation and amortization                1,675             1,629
            Total operating expenses                 8,115             8,105
    Operating income (loss)                            114               504
    Interest expense                                   338               326
    Minority interest expense                           16                41
    Equity in net income (loss) of
     affiliates                                          2                 1
    Other income (expense), net                         20                33
    Income (loss) before income tax and
     cum. effect of acctng. chg.                      (218)              171
    Provision (benefit) for income taxes                22                24
    Income (loss) before cumulative
     effect of accounting change                      (240)              147



    Selected Financial and Operating Data for Cingular Wireless - amounts in
     millions, except customer data in 000s

                            Full Year
                               2002   3/31/2003 6/30/2003 9/30/2003 12/31/2003
                            (Restated)(Restated)(Restated)(Restated)(Restated)

    OIBDA (1)                   $4,345    $1,195    $1,255   $1,001     $892
    OIBDA margin (2)             31.2%     35.0%     34.4%    27.0%    25.1%
    Integration Costs               $0        $0        $0       $0       $0
    OIBDA - normalized          $4,345    $1,195    $1,255   $1,001     $892
    OIBDA margin - normalized    31.2%     35.0%     34.4%    27.0%    25.1%
    Total Cellular/PCS
     Customers (3)              21,925    22,114    22,640   23,385   24,027
    Net Customer Additions -
     Cellular/PCS                  359       189       540      745      642
    M&A Activity, Partitioned
     Customers and/or Other Adjs.  (32)        -       (14)      -       -
    Churn - Cellular/PCS (4)      2.8%      2.6%      2.5%     2.8%     2.8%
    ARPU - Cellular/PCS (5)     $52.14    $51.07    $53.47   $52.80   $49.38
    Minutes Of Use Per
     Cellular/PCS Subscriber (6)   423       441       485      500      515
    Licensed POPs - Cellular/
     PCS (7)                       219       235       236      236      236
    Penetration - Cellular/
     PCS (8)                     10.1%     10.0%     10.2%    10.6%    10.8%
    Total Cingular Interactive
     Customers                     817       835       788      788      789
    Net Customer Additions -
     Cingular Interactive           84        18       (47)      -         1
    Capital Expenditures (9)     3,085       327       668      773      966



    Selected Financial and Operating Data for Cingular Wireless - amounts in
     millions, except customer data in 000s

                                  3/31/2004 6/30/2004  9/30/2004  12/31/2004
                                 (Restated) (Restated) (Restated) (Revised)

    OIBDA (1)                      $1,103     $1,236     $1,033    $1,233
    OIBDA margin (2)                30.8%      32.2%      26.7%     19.5%
    Integration Costs                  $0         $0        $43      $245
    OIBDA - normalized             $1,103     $1,236     $1,076    $1,478
    OIBDA margin - normalized       30.8%      32.2%      27.8%     23.4%
    Total Cellular/PCS
     Customers(3)                  24,618     25,044     25,672    49,109
    Net Customer Additions -
     Cellular/PCS                     554        428        657     1,713
    M&A Activity, Partitioned
     Customers and/or Other Adjs.      37         (2)       (29)   21,724
    Churn - Cellular/PCS (4)         2.7%       2.7%       2.8%      2.6%
    ARPU - Cellular/PCS (5)        $48.30     $50.75     $50.25    $49.51
    Minutes Of Use Per Cellular/
     PCS Subscriber (6)               527        568        598       617
    Licensed POPs - Cellular/
     PCS (7)                          240        243        243       290
    Penetration - Cellular/
     PCS (8)                        10.9%      11.1%      11.4%     17.2%
    Total Cingular Interactive
     Customers                        768        735        653        NA
    Net Customer Additions -
     Cingular Interactive             (21)       (33)       (82)       NA
    Capital Expenditures (9)          334        783        634     1,698



    Selected Financial and Operating Data for Cingular Wireless - amounts in
     millions, except customer data in 000s

                                                  3/31/2005        6/30/2005

    OIBDA (1)                                       $1,789            $2,133
    OIBDA margin (2)                                 24.1%             27.6%
    Integration Costs                                 $105              $204
    OIBDA - normalized                              $1,894            $2,228
    OIBDA margin - normalized                        25.5%             28.9%
    Total Cellular/PCS Customers (3)                50,369            51,596
    Net Customer Additions - Cellular/PCS            1,419             1,071
    M&A Activity, Partitioned Customers
     and/or Other Adjs.                               (159)              156
    Churn - Cellular/PCS (4)                          2.2%              2.2%
    ARPU - Cellular/PCS (5)                         $49.59            $50.43
    Minutes Of Use Per Cellular/PCS
     Subscriber (6)                                    642               704
    Licensed POPs - Cellular/PCS (7)                   292               292
    Penetration - Cellular/PCS (8)                   17.7%             18.0%
    Total Cingular Interactive Customers                NA                NA
    Net Customer Additions - Cingular
     Interactive                                        NA                NA
    Capital Expenditures (9)                           971             2,188



    Reconciliations of Non-GAAP Financial Measures to GAAP Financial
     Measures - amounts in millions (unaudited)

                            Full Year
                               2002   3/31/2003 6/30/2003 9/30/2003 12/31/2003
                            (Restated)(Restated)(Restated)(Restated)(Restated)
    Income (loss) before
     cumulative effect of
     accounting change           1,205       408       399      166        4
      Plus:  Interest expense      911       225       230      197      204
      Plus:  Minority interest
       expense                     123        24        35       25       17
      Plus:  Equity in net loss
       of affiliates               274        74        78       90       91
      Plus:  Other, net            (29)      (26)       (7)      (4)      (4)
      Plus:  Provision (benefit)
       for income taxes             12         2        12        6        8
    Operating income (loss)      2,496       707       747      480      320
      Plus:  Depreciation and
       amortization              1,849       488       508      521      572
    OIBDA (1)                   $4,345    $1,195    $1,255   $1,001     $892
      Plus:  Integration costs       -         -         -       -       -
    OIBDA - normalized (1)      $4,345    $1,195    $1,255   $1,001     $892

    Service revenues            13,922     3,414     3,643    3,701    3,559
      Less:  Mobitex data
       revenues                    189        55        53       54       58
    Service revenues used to
     calculate ARPU            $13,733    $3,359    $3,590   $3,647   $3,501



    Reconciliations of Non-GAAP Financial Measures to GAAP Financial
     Measures - amounts in millions (unaudited)

                                  3/31/2004  6/30/2004  9/30/2004  12/31/2004
                                  (Restated) (Restated) (Restated) (Revised)

    Income (loss) before cumulative
     effect of accounting change      215        339        142      (495)
      Plus:  Interest expense         198        199        200       303
      Plus:  Minority interest
       expense                         27         41         20        (2)
      Plus:  Equity in net loss of
       affiliates                     108         95         98       114
      Plus:  Other, net                (4)        (1)         -       (11)
      Plus:  Provision (benefit)
       for income taxes                 6         (2)         -       (62)
    Operating income (loss)           550        671        460      (153)
      Plus:  Depreciation and
       amortization                   553        565        573     1,386
    OIBDA (1)                      $1,103     $1,236     $1,033    $1,233
      Plus:  Integration costs          -          -         43       245
    OIBDA - normalized (1)         $1,103     $1,236     $1,076    $1,478

    Service revenues                3,583      3,833      3,873     6,313
      Less:  Mobitex data
       revenues                        58         59         54        36
    Service revenues used to
     calculate ARPU                $3,525     $3,774     $3,819    $6,277



    Reconciliations of Non-GAAP Financial Measures to GAAP Financial
     Measures - amounts in millions (unaudited)

                                                    3/31/2005        6/30/2005
    Income (loss) before cumulative
     effect of accounting change                      (240)              147
      Plus:  Interest expense                          338               326
      Plus:  Minority interest expense                  16                41
      Plus:  Equity in net loss of
       affiliates                                       (2)               (1)
      Plus:  Other, net                                (20)              (33)
      Plus:  Provision (benefit) for
       income taxes                                     22                24
    Operating income (loss)                            114               504
      Plus:  Depreciation and
       amortization                                  1,675             1,629
    OIBDA (1)                                       $1,789            $2,133
      Plus:  Integration costs                         105                95
    OIBDA - normalized (1)                          $1,894            $2,228

    Service revenues                                 7,419             7,719
      Less:  Mobitex data revenues                      18                20
    Service revenues used to calculate
     ARPU                                           $7,401            $7,699

    On February 18, 2005, our management and the Audit Committee of the board
    of directors of our Manager concluded that our financial statements for
    fiscal periods ending December 31, 2000 through December 31, 2003 and the
    first three interim periods of 2004 should be restated to correct certain
    errors relating to accounting for operating leases and that such
    previously filed financial statements should no longer be relied upon.
    Additionally, our network infrastructure venture with T-Mobile USA,
    Inc., GSM Facilities LLC, accounted for under the equity method, reached a
    similar conclusion with respect to operating leases, requiring correction
    and restatement of the venture's previously issued financial statements
    for the years ended December 31, 2003 and 2002.  Please see our 2004 Form
    10-K filed with the Securities and Exchange Commission on March 7, 2005
    for further information.

    In 2003, to be consistent with industry practices, historical consolidated
    statements of income for all periods presented were reclassified to
    reflect billings to our customers for the Universal Service Fund (USF) and
    other regulatory fees as operating revenues and the costs related to
    payments into the associated regulatory funds as operating expenses.
    Similar reclassifications have also been made to 2003 and 2004 historical
    results for certain gross receipts taxes and other fees which are billed
    to our customers.  Operating income and net income for all periods were
    unaffected.

    Notes:

    (1) OIBDA is defined as operating income (loss) before depreciation
        and amortization.  OIBDA differs from operating income (loss), as
        calculated in accordance with GAAP, in it excludes depreciation and
        amortization.  It differs from net income (loss), as calculated in
        accordance with GAAP, in that it excludes, as presented on our
        Consolidated Statement of Income: (1) depreciation and amortization,
        (2) interest expense, (3) minority interest expense, (4) equity in net
        income (loss) of affiliates, (5) other, net, and (6) provision
        (benefit) for income taxes. OIBDA does not give effect to cash used
        for debt service requirements and thus does not reflect available
        funds for distributions, reinvestment or other discretionary uses.
        OIBDA is not presented as an alternative measure of operating results
        or cash flows from operations, as determined in accordance with
        generally accepted accounting principles.  Our calculation of OIBDA,
        as presented, may differ from similarly titled measures reported by
        other companies.
    (2) OIBDA margin is defined as OIBDA divided by service revenues.
    (3) Cellular/PCS customers include customers served through reseller
        agreements.
    (4) Cellular/PCS churn is calculated by dividing the aggregate number of
        cellular/PCS customers who cancel service during each month in a
        period by the total number of cellular/PCS customers at the beginning
        of each month in that period.
    (5) ARPU is defined as cellular/PCS service revenues during the period
        divided by average cellular/PCS customers during the period.
    (6) Total Minutes Of Use Per Cellular/PCS Subscriber definition was
        changed effective with the 2Q05 reporting period.  Prior to the
        change, the numerator was defined as Local Minutes of Use.  Effective
        with this change, the numerator is now defined as including Local
        Minutes of Use and Outcollect Minutes of Use.
    (7) Licensed POPs refers to the number of people residing in areas
        where we and our partners have licenses to provide cellular or PCS
        service including areas where we have not yet commenced service.
    (8) Penetration calculation for 2Q05 is based on licensed "operational"
        POP's of 286 million.
    (9) Capital expenditures reflect GAAP disclosure and accordingly do not
        include cash/capital contributed to our previous joint ventures with
        T-Mobile and AT&T Wireless (pre-merger).



    Cingular Wireless LLC Income Statement, Normalized
    - amounts in millions (unaudited)

    The normalized financial data presented below exclude the impact of
integration costs are one-time cash outlays, or specified non-cash charges,
directly related to the acquisition of AT&T Wireless.  These costs would not
have been incurred if not for the acquisition, as they support the utilization
and/or disposal of the acquired assets.  Integration costs are separately
identifiable from business as usual outlays.  In connection with certain
rationalization plans approved by management, costs were recognized in the
income statement during the second quarter of 2005 for exiting certain
activities of Cingular.  Purchase accounting impacts of the AT&T Wireless
acquisition are not included in integration costs.

    Examples of merger integration costs impacting expenses include (but are
not limited to) the following:
     * Network rationalization (write-offs and accelerated depreciation
       related to certain "overlap" network assets)
     * Sales distribution optimization (lease terminations, leasehold
       improvement write-offs/accelerated depreciation)
     * Workforce rationalization (severance, relocation, retention)
     * IT System/Application rationalization (system/platform consolidation,
       contract termination fees, third party support)
     * Real Estate space rationalization (lease terminations, leasehold
       improvements write-offs and accelerated depreciation, contract
       termination fees)


                                                      Normalized
                                           12/31/2004   3/31/2005   6/30/2005
    Operating revenues:                     (Revised)
       Service revenues                       $6,313      $7,419      $7,719
       Equipment sales                           806         810         890
          Total operating revenues             7,119       8,229       8,609
    Operating expenses:
       Cost of services                        1,685       2,141       2,274
       Cost of equipment sales                 1,244       1,295       1,230
       Selling, general and
        administrative                         2,712       2,899       2,877
       Depreciation and amortization           1,386       1,675       1,520
          Total operating expenses             7,027       8,010       7,901
    Operating income                              92         219         708
    Interest expense                             303         338         326
    Minority interest expense                     (2)         16          41
    Equity in net income (loss) of
     affiliates                                 (114)          2           1
    Other income (expense), net                   11          20          33
    Income (loss) before income tax and
     cum. effect of acctng. chg.                (312)       (113)        375
    Provision for income taxes                   (27)         39          58
    Income (loss) before cumulative
     effect of accounting change                (285)       (152)        317



    Selected Financial and Operating Data for Cingular Wireless
    - amounts in millions, except customer data in 000s

                                                      Normalized
                                           12/31/2004   3/31/2005   6/30/2005
                                            (Revised)
    OIBDA(1)  (in millions)                   $1,478      $1,894      $2,228
    OIBDA margin(2)                            23.4%       25.5%       28.9%
    Total Cellular/PCS Customers(3)
     (000's)                                  49,109      50,369      51,596
    Net Customer Additions - Cellular/PCS
     (000's)                                   1,713       1,419       1,071
    M&A Activity, Partitioned Customers
     and/or Other Adjs.  (000's)              21,724        (159)        156
    Churn - Cellular/PCS(4)                     2.6%        2.2%        2.2%
    ARPU - Cellular/PCS(5)                    $49.51      $49.59      $50.43



    Reconciliations of Non-GAAP Financial Measures to GAAP Financial Measures
    - amounts in millions (unaudited)

                                                      Normalized
                                           12/31/2004    3/31/2005   6/30/2005
                                            (Revised)
    Income (loss) before cumulative
     effect of accounting change                (285)       (152)        317
      Plus:  Interest expense                    303         338         326
      Plus:  Minority interest expense            (2)         16          41
      Plus:  Equity in net (income) loss
       of affiliates                             114          (2)         (1)
      Plus:  Other, net                          (11)        (20)        (33)
      Plus:  Provision for income taxes          (27)         39          58
    Operating income                              92         219         708
      Plus:  Depreciation and
       amortization                            1,386       1,675       1,520
    OIBDA(1)                                   1,478       1,894       2,228

    Service revenues                           6,313       7,419       7,719
      Less:  Mobitex data revenues                36          18          20
    Service revenues used to calculate
     ARPU                                     $6,277      $7,401      $7,699

    Notes:
    (1) OIBDA is defined as operating income (loss) before depreciation and
        amortization.  OIBDA differs from operating income (loss), as
        calculated in accordance with GAAP, in it excludes depreciation and
        amortization.  It differs from net income (loss), as calculated in
        accordance with GAAP, in that it excludes, as presented on our
        Consolidated Statement of Income: (1) depreciation and amortization,
        (2) interest expense, (3) minority interest expense, (4) equity in net
        income (loss) of affiliates, (5) other, net, and (6) provision
        (benefit) for income taxes.  OIBDA does not give effect to cash used
        for debt service requirements and thus does not reflect available
        funds for distributions, reinvestment or other discretionary uses.
        OIBDA is not presented as an alternative measure of operating results
        or cash flows from operations, as determined in accordance with
        generally accepted accounting principles.  Our calculation of OIBDA,
        as presented, may differ from similarly titled measures reported by
        other companies.
    (2) OIBDA margin is defined as OIBDA divided by service revenues.
    (3) Cellular/PCS customers include customers served through reseller
        agreements.
    (4) Cellular/PCS customer churn is calculated by dividing the aggregate
        number of cellular/PCS customers who cancel service during each month
        in a period by the total number of cellular/PCS customers at the
        beginning of each month in that period.
    (5) ARPU is defined as cellular/PCS service revenues during the period
        divided by average cellular/PCS customers during the period.



    Cingular Wireless LLC Balance Sheet - amounts in millions (unaudited)

                                        6/30/2005 12/31/2004 Incr(Decr) % +/-
                                                   (audited)
    Assets                                         (Revised)
    Current assets:
     Cash and cash equivalents                 267      352      (85)  (24.1%)
     Accounts receivable - net of
      allowance for
      doubtful accounts                      3,468    3,448       20     0.6%
     Inventories                               543      690     (147)  (21.3%)
     Prepaid expenses and other current
      assets                                   821    1,080     (259)  (24.0%)
      Total current assets                   5,099    5,570     (471)   (8.5%)
    Property, plant and equipment - net     21,749   21,958     (209)   (1.0%)
    Intangible assets - net                 50,846   51,338     (492)   (1.0%)
    Other assets                             2,868    3,372     (504)  (14.9%)
      Total assets                          80,562   82,238   (1,676)   (2.0%)

    Liabilities and members' capital
    Current liabilities:
     Debt maturing within one year           1,257    2,158     (901)  (41.8%)
     Accounts payable and accrued
      liabilities                            6,818    5,825      993    17.0%
      Total current liabilities              8,075    7,983       92     1.2%
    Long-term debt to affiliates             9,327    9,628     (301)   (3.1%)
    Long-term debt to external parties      13,158   14,229   (1,071)   (7.5%)
      Total long-term debt                  22,485   23,857   (1,372)   (5.8%)
    Other noncurrent liabilities             4,914    5,253     (339)   (6.5%)
    Minority interests in consolidated
     entities                                  526      609      (83)  (13.6%)
    Members' capital                        44,562   44,536       26     0.1%
      Total liabilities and members'
       capital                              80,562   82,238   (1,676)   (2.0%)


    On February 18, 2005, our management and the Audit Committee of the board
of directors of our Manager concluded that our financial statements for fiscal
periods ending December 31, 2000 through December 31, 2003 and the first three
interim periods of 2004 should be restated to correct certain errors relating
to accounting for operating leases and that such previously filed financial
statements should no longer be relied upon.  Additionally, our network
infrastructure venture with T.Mobile USA, Inc., GSM Facilities LLC, accounted
for under the equity method, reached a similar conclusion with respect to
operating leases, requiring correction and restatement of the venture's
previously issued financial statements for the years ended December 31, 2003
and 2002.  Please see our 2004 Form 10-K filed with the Securities and
Exchange Commission on March 7, 2005 for further information.



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