Cingular Wireless Posts Solid First-Quarter Results:

-- Net subscriber additions of more than 1.4 million

Cingular Wireless Posts Solid First-Quarter Results:

ATLANTA, April 20 /PRNewswire/ -- Cingular Wireless, the nation's largest wireless provider, today posted solid first-quarter results driven by continued strong subscriber growth, improved churn and sequential margins, and strength in data and enterprise services.

Cingular delivered net subscriber additions of more than 1.4 million and ended the first quarter with 50.4 million subscribers.

Gross additions were nearly 4.8 million while churn was 2.2 percent -- a sequential improvement of 20 basis points. In addition, OIBDA margin -- normalized to exclude direct merger integration costs --increased to 25.5 percent, which is a sequential improvement of 210 basis points. ("Pro forma" results reflect the acquisition of AT&T Wireless, plus related acquisitions and dispositions, as if they had occurred on January 1, 2003.)

"Our key indicators of progress continue to point in the right direction, and that's good news," said Stan Sigman, president and chief executive officer. "Especially gratifying is that millions of customers are choosing Cingular and choosing to stay with Cingular. In a fiercely competitive industry like wireless, such choices are a meaningful indicator of genuine customer satisfaction.

"We are also pleased that our many merger initiatives -- from improving our network, to rebranding stores, to integrating complex back-office systems, to selecting and deploying teams of talented people -- continue to be on schedule. In short, the merger is not only working but working better every day."

GSM Progress and Reduced Churn

In addition to strong subscriber growth during the quarter, Cingular continued to grow its GSM customer base and had success in transitioning former AT&T Wireless customers to Cingular plans. These two developments contributed to the quarter's improved churn results, the company noted.

At the end of the first quarter, 72 percent of Cingular's subscriber base was GSM-equipped, up from 65 percent in the fourth quarter of 2004. Approximately 9 percent of Cingular's customer base upgraded handsets during the quarter -- almost entirely onto GSM, the world's most widely used wireless technology. Cingular operates the nation's largest digital voice and data network, with 84 percent of its minutes now carried on its GSM network. Through roaming alliances with other GSM-based providers around the world, Cingular has the largest global presence of any U.S. wireless carrier, with coverage in more than 170 countries.

Average monthly churn improved to 2.2 percent overall for the first quarter. This is a sequential improvement of 20 basis points over comparably calculated churn of 2.4 percent. (As previously disclosed, beginning in the first quarter of 2005, Cingular has adopted a methodology related to reseller churn that will result in an aggregate churn calculation which is more comparable with the company's major competitors.)

  Financial Results
   - In the first quarter, Cingular's reported revenues were $8.2 billion,
     which is an improvement of 5.3 percent over pro forma revenue of $7.8
     billion during the year-ago first quarter.*  Operating income was $114
     million.
   - Reported average revenue per user (ARPU) in the quarter was $49.59,
     versus $49.97 (pro forma) in the preceding quarter and down 3.3 percent
     from pro forma ARPU of $51.26 in the year-ago first quarter.  This
     represents a significant slowing in the ARPU decline versus the
     preceding quarter, when the year-over-year decrease was 5.5 percent.
     Among other factors, ARPU benefited from a substantial increase in data
     revenues.
   - ARPU from data services continued its strong growth in the first
     quarter, increasing to $3.70, which is $0.81 higher than the previous
     quarter.  Such growth was spurred by the ever-increasing popularity of
     text messaging, mobile instant messaging, mobile e-mail, downloadable
     ringtones, games, and photo messaging.  Cingular delivered 4.4 billion
     text messages during the quarter.
   - Cingular's reported first-quarter operating expenses were $8.1 billion
     and its reported OIBDA service margin was 24.1 percent.  Direct merger
     integration costs increased Cingular's operating expenses by $105
     million in the first quarter.  Expected synergies from the merger of
     Cingular and AT&T Wireless operations are on plan and will drive
     greater cost savings in the second half of 2005, the company noted.
   - Normalized to exclude direct merger integration costs, Cingular's
     first-quarter OIBDA service margin was 25.5 percent, a sequential
     increase of 210 basis points.  First-quarter OIBDA service margin
     included negative pressure of more than 180 basis points, when compared
     to the fourth quarter of 2004, in connection with roaming and other
     costs on networks recently sold to T-Mobile.  In addition, purchase and
     other integration costs added $263 million of operating expenses during
     the quarter.  This amount is net of $486 million in amortization of
     intangibles that were acquired as part of the merger with AT&T
     Wireless, partially offset by purchase accounting adjustments to reduce
     depreciation associated with property, plant and equipment.

In the first quarter, to be consistent with industry practices, Cingular's income statement presentation was changed for the current and prior-year periods to reflect, as revenues, the gross receipts tax and other fees billed to our customers and to reflect, as expenses, the taxes assessed by the various state jurisdictions. The impact of this reclassification was an increase in first-quarter revenue and expense of $39 million. Similar revenue and expense increases for the same quarter a year ago were $25 million. Operating income and net income for all periods were unaffected by this reclassification in income-statement presentation.

  First-quarter highlights and initiatives
   - Cingular's Business Markets group continued its leadership in offering
     solutions to virtually every type of business customer -- from large
     enterprises, to mid-size companies, small businesses, government
     agencies, and colleges and universities.  Cingular serves 95 of the
     Fortune 100 companies and counts more than 80 percent of the Fortune
     500 and well over 1,200 federal, state and local government agencies as
     customers.  New customers this quarter include, among many others,
     Acuity Brands, Inc., the State of Tennessee, University of Indiana,
     State of Missouri Highway Patrol, State of Georgia Department of Health
     and Human Services, City of Scottsdale, and County of Milwaukee.
   - Through roaming agreements with other wireless carriers, the company
     increased the breadth of the fastest national wireless data network in
     the United States -- EDGE -- to cover more than 250 million people,
     with availability in 13,000 cities and towns and along nearly 40,000
     miles of interstate highways across the country.
   - Cingular continued to move forward with plans to deploy UMTS (Universal
     Mobile Telecommunications System) 3G network technology with HSDPA
     (High-Speed Downlink Packet Access). 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 on an IP-based platform.  Cingular expects to have
     UMTS/HSDPA deployed in 15 to 20 markets by the end of the year.
   - Cingular sponsored the fourth season of the wildly popular American
     Idol, which has contributed to the growth of text messaging in the
     United States and to the company's own text messaging traffic.
   - Cingular also brought out an array of exciting new devices for
     consumers.  One, among many others, was the Sony Ericsson 710, an
     innovatively designed Cingular exclusive that doubles as a digital
     camera, complete with a photo light and lens cover.  It lets the user
     take print-quality pictures and record video clips.  Another was the
     tri-band Samsung p777, which comes with MP3 technologies and up to one
     hour of video recording capabilities.
   - The company and its partners introduced several business solutions
     enabled for its EDGE network, including the first high-speed wide area
     wireless solutions for healthcare, the first commercially available
     wireless back-up solution for companies' critical data, and the first
     national unlimited EDGE/Wi-Fi plan.  Cingular also certified Sybase's
     popular suite of iAnywhere mobile workforce solutions for its EDGE
     network.

  First-Quarter Conference Call

In addition, today, April 20, 2005, the company will hold a conference call with the investment community beginning at 10:00 a.m. (ET). During the call, we will discuss our operational and financial results for the first 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 Corp.

Cingular's first-quarter news release and downloadable financial statements will be available on the company's website beginning at 6:00 a.m. (ET) on April 20.

  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:       11195163
                    Replays will be available for five days.

* First-quarter revenues included $55 million in revenues from properties not yet divested, which were not included in pro forma results for 2004. Had the $55 million been excluded from first-quarter results, the revenue increase would have been 4.6 percent.

About Cingular Wireless

Cingular Wireless is the largest wireless carrier in the United States, Serving 50.4 million customers. Cingular, a joint venture between SBC Communications Inc. and BellSouth Corporation , 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 calls 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
     high-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.

OIBDA

OIBDA is defined as operating income (loss) before depreciation and amortization. Although we have used substantively similar measures in the past, we now use the term OIBDA to describe the measure we use as it more clearly reflects 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), 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 Statement 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 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 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). We may record impairment charges in the future related to our investments if there are declines in the fair values of our investments, which we deem to be other than temporary. 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 services 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, and 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 United States of America. OIBDA and OIBDA margin, as we have defined them, may not be comparable to similarly titled measures reported by other companies.

Pro Forma Financial Results and ARPU

Pro forma financial results and pro forma ARPU are used to provide more meaningful period to period comparisons of reported financial results and ARPU. These unaudited pro forma measures include financial results from acquired properties, exclude results from divested operations, and reflect inter-company eliminations and other adjustments for such periods. Our ARPU calculation excludes Mobitex data revenues and thereby makes our metric more comparable with other wireless carriers.

Pro forma financial results are calculated in accordance with GAAP. For further detail regarding other pro forma combined historical financial information, see the information filed by Cingular on Form 8-K dated October 25, 2004, as amended on November 29, 2004 and March 11, 2005. The unaudited pro forma information is not intended to represent or be indicative of the results of Cingular that would have been reported had the merger and the above mentioned items been completed as of the dates presented, and should not be taken as representative of the future results of Cingular.

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. 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.

Normalized Financial Results

Normalized financial results are presented to remove the tax-effected integration costs resulting from our acquisition of AT&T Wireless. We believe that this provides more meaningful period to period comparisons of reported financial results.

  Financial Results and Reconciliations



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

                               Quarter Ended             Year to Date
                         3/31/05 3/31/04  % Change 3/31/05 3/31/04  % Change
                                (Restated)                (Restated)
  Operating revenues:
    Service revenues      $7,419  $3,583   107.1%   $7,419  $3,583   107.1%
    Equipment sales          810     384   110.9%      810     384   110.9%
      Total operating
       revenues            8,229   3,967   107.4%    8,229   3,967   107.4%
  Operating expenses:
    Cost of services       2,144     955   124.5%    2,144     955   124.5%
    Cost of equipment
     sales                 1,295     537   141.2%    1,295     537   141.2%
    Selling, general and
     administrative        3,001   1,372   118.7%    3,001   1,372   118.7%
    Depreciation and
     amortization          1,675     553   202.9%    1,675     553   202.9%
      Total operating
       expenses            8,115   3,417   137.5%    8,115   3,417   137.5%
  Operating income (loss)    114     550   (79.3%)     114     550   (79.3%)
  Interest expense           338     198    70.7%      338     198    70.7%
  Minority interest
   expense                    16      27   (40.7%)      16      27   (40.7%)
  Equity in net income
   (loss) of affiliates        2    (108) (101.9%)       2    (108) (101.9%)
  Other income (expense),
   net                        20       4   400.0%       20       4   400.0%
  Income (loss) before
   income tax and cum.
   effect of acctng. chg.   (218)    221  (198.6%)    (218)    221  (198.6%)
  Provision (benefit) for
   income taxes               22       6   266.7%       22       6   266.7%
  Income (loss) before
   cumulative effect of
   accounting change        (240)    215  (211.6%)    (240)    215  (211.6%)



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

                               Quarter Ended             Year to Date
                         3/31/05 3/31/04  % Change 3/31/05 3/31/04  % Change
                                (Restated)                (Restated)

  OIBDA (1)               $1,789  $1,103     62.2%  $1,789  $1,103     62.2%
  OIBDA margin (2)         24.1%   30.8%   -670 BP   24.1%   30.8%   -670 BP
  Total Cellular/PCS
   Customers (3)          50,369  24,618    104.6%  50,369  24,618    104.6%
  Net Customer Additions
   - Cellular/PCS          1,419     554    156.1%   1,419     554    156.1%
  M&A Activity,
   Partitioned Customers
   and/or Other Adjs.       (159)     37              (159)     37
  Churn - Cellular/
   PCS (4)                  2.2%    2.7%    -50 BP    2.2%    2.7%    -50 BP
  ARPU - Cellular/PCS (5) $49.59  $48.30      2.7%  $49.59  $48.30      2.7%
  Minutes Of Use Per
   Cellular/PCS
   Subscriber                508     488      4.1%     508     488      4.1%
  Licensed POPs -
   Cellular/PCS (6)          292     240               292     240
  Penetration -
   Cellular/PCS (7)        17.7%   10.9%             17.7%   10.9%
  Total Capital
   Investments (8)         1,171     466    151.3%   1,171     466    151.3%



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

                               Quarter Ended             Year to Date
                         3/31/05 3/31/04  % Change 3/31/05 3/31/04  % Change
                                (Restated)                (Restated)
  Income (loss) before
   cumulative effect of
   accounting change        (240)    215   (211.6%)   (240)    215  (211.6%)
    Plus:  Interest
     expense                 338     198     70.7%     338     198    70.7%
    Plus:  Minority
     interest expense         16      27    (40.7%)     16      27   (40.7%)
    Plus:  Equity in net
     loss of affiliates       (2)    108   (101.9%)     (2)    108  (101.9%)
    Plus:  Other, net        (20)     (4)   400.0%     (20)     (4)  400.0%
    Plus:  Provision
     (benefit) for income
     taxes                    22       6    266.7%      22       6   266.7%
  Operating income (loss)    114     550    (79.3%)    114     550   (79.3%)
    Plus:  Depreciation
     and amortization      1,675     553    202.9%   1,675     553   202.9%
  OIBDA (1)               $1,789  $1,103     62.2%  $1,789  $1,103    62.2%

  Capital Expenditures       971     334    190.7%     971     334   190.7%
    Plus:  Capital
     investments in equity
     affiliates              200     132     51.5%     200     132    51.5%
  Total Capital
   Investments (8)        $1,171    $466    151.3%  $1,171    $466   151.3%

  Investments in and
   Advances to Equity
   Affiliates                199     132     50.8%     199     132    50.8%
    Less:  Dividends
     received from equity
     affiliates               (1)     -    (100.0%)     (1)     -   (100.0%)
    Less:  Advances to
     Salmon                   -       -       0.0%      -       -      0.0%
    Less:  Repayments of
     advances to Salmon       -       -       0.0%      -       -      0.0%
  Capital investments in
   equity affiliates        $200    $132     51.5%    $200    $132    51.5%


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 that 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 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.
  7 Penetration calculation for 1Q05 is based on licensed "operational"
    POPs of 285 million.
  8 Total capital investments includes capital expenditures made by Cingular
    and cash/capital contributed to the 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 March 31, 2005                     Normalized Item

                                                    Integration
                                             GAAP    Costs (1)  Normalized

  Operating revenues:
      Service revenues                       $7,419        $0      $7,419
      Equipment sales                           810       -           810
          Total operating revenues            8,229       -         8,229
  Operating expenses:
      Cost of services                        2,144        (3)      2,141
      Cost of equipment sales                 1,295       -         1,295
      Selling, general and
       administrative                         3,001      (102)      2,899
      Depreciation and amortization           1,675       -         1,675
          Total operating expenses            8,115      (105)      8,010
  Operating income (loss)                       114       105         219
  Interest expense                              338       -           338
  Minority interest expense                      16       -            16
  Equity in net income (loss) of
   affiliates                                     2       -             2
  Other income (expense), net                    20       -            20
  Income (loss) before income tax and
   cum. effect of acctng. chg.                 (218)      105        (113)
  Provision (benefit) for income taxes           22        17          39
  Income (loss) before cumulative effect
   of accounting change                        (240)       88        (152)



  Year to Date - March 31, 2005                    Normalized Item

                                                    Integration
                                             GAAP    Costs (1)  Normalized

  Operating revenues:
      Service revenues                       $7,419        $0      $7,419
      Equipment sales                           810       -           810
          Total operating revenues            8,229       -         8,229
  Operating expenses:
      Cost of services                        2,144        (3)      2,141
      Cost of equipment sales                 1,295       -         1,295
      Selling, general and
       administrative                         3,001      (102)      2,899
      Depreciation and amortization           1,675       -         1,675
          Total operating expenses            8,115      (105)      8,010
  Operating income (loss)                       114       105         219
  Interest expense                              338       -           338
  Minority interest expense                      16       -            16
  Equity in net income (loss) of
   affiliates                                     2       -             2
  Other income (expense), net                    20       -            20
  Income (loss) before income tax and
   cum. effect of acctng. chg.                 (218)      105        (113)
  Provision (benefit) for income taxes           22        17          39
  Income (loss) before cumulative effect
   of accounting change                        (240)       88        (152)


  Notes to Normalized Financial Data

  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
                        3/31/05  3/31/04 % Change  3/31/05 3/31/04 % Change
                       (Normal- (Restated)        (Normal- (Restated)
                         ized)                      ized)
  Operating revenues:
    Service revenues       $7,419  $3,583   107.1%  $7,419  $3,583   107.1%
    Equipment sales           810     384   110.9%     810     384   110.9%
      Total operating
       revenues             8,229   3,967   107.4%   8,229   3,967   107.4%
  Operating expenses:
    Cost of services        2,141     955   124.2%   2,141     955   124.2%
    Cost of equipment
     sales                  1,295     537   141.2%   1,295     537   141.2%
    Selling, general and
     administrative         2,899   1,372   111.3%   2,899   1,372   111.3%
    Depreciation and
     amortization           1,675     553   202.9%   1,675     553   202.9%
      Total operating
       expenses             8,010   3,417   134.4%   8,010   3,417   134.4%
  Operating income (loss)     219     550   (60.2%)    219     550   (60.2%)
  Interest expense            338     198    70.7%     338     198    70.7%
  Minority interest
   expense                     16      27   (40.7%)     16      27   (40.7%)
  Equity in net income
   (loss) of affiliates         2    (108) (101.9%)      2    (108) (101.9%)
  Other income (expense),
   net                         20       4   400.0%      20       4   400.0%
  Income (loss) before
   income tax and cum.
   effect of acctng. chg.    (113)    221  (151.1%)   (113)    221  (151.1%)
  Provision (benefit) for
   income taxes                39       6   550.0%      39       6   550.0%
  Income (loss) before
   cumulative effect of
   accounting change         (152)    215  (170.7%)   (152)    215  (170.7%)



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

                               Quarter Ended             Year to Date
                        3/31/05  3/31/04 % Change  3/31/05 3/31/04 % Change
                       (Normal- (Restated)        (Normal- (Restated)
                         ized)                      ized)

  OIBDA - normalized (1)  $1,894  $1,103    71.7%    $1,894  $1,103   71.7%
  OIBDA margin -
   normalized (2)          25.5%   30.8%  -530 BP     25.5%   30.8% -530 BP
  Total Cellular/PCS
   Customers (3) **       50,369  24,618   104.6%    50,369  24,618  104.6%
  Net Customer Additions
   - Cellular/PCS **       1,419     554   156.1%     1,419     554  156.1%
  M&A Activity,
   Partitioned Customers
   and/or Other Adjs. **    (159)     37               (159)     37
  Churn - Cellular/
   PCS (4) **               2.2%    2.7%   -50 BP      2.2%    2.7%  -50 BP
  ARPU - Cellular/
   PCS (5) **             $49.59  $48.30     2.7%    $49.59  $48.30    2.7%
  Minutes Of Use Per
   Cellular/PCS Subscriber
   **                        508     488     4.1%       508     488    4.1%
  Licensed POPs -
   Cellular/PCS (6) **       292     240                292     240
  Penetration - Cellular
   /PCS (7) **             17.7%   10.9%              17.7%   10.9%
  Total Capital
   Investments (8) **      1,171     466   151.3%     1,171     466  151.3%



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

                               Quarter Ended             Year to Date
                        3/31/05  3/31/04 % Change  3/31/05 3/31/04 % Change
                       (Normal- (Restated)        (Normal- (Restated)
                         ized)                      ized)
  Income (loss) before
   cumulative effect of
   accounting change       (152)     215   (170.7%)   (152)    215  (170.7%)
    Plus:  Interest
     expense                338      198     70.7%     338     198    70.7%
    Plus:  Minority
     interest expense        16       27    (40.7%)     16      27   (40.7%)
    Plus:  Equity in net
     loss of affiliates      (2)     108   (101.9%)     (2)    108  (101.9%)
    Plus:  Other, net       (20)      (4)   400.0%     (20)     (4)  400.0%
    Plus:  Provision
     (benefit) for income
     taxes                   39        6    550.0%      39       6   550.0%
  Operating income (loss)   219      550    (60.2%)    219     550   (60.2%)
    Plus:  Depreciation
     and amortization     1,675      553    202.9%   1,675     553   202.9%
  OIBDA -
   normalized (1)        $1,894   $1,103     71.7%  $1,894  $1,103    71.7%

  OIBDA margin (2)        24.1%    30.8%   -670 BP   24.1%   30.8%  -670 BP
    Plus:  OIBDA margin,
     merger integration
     expenses              1.4%       -               1.4%     -
  OIBDA margin -
   normalized             25.5%    30.8%   -530 BP   25.5%   30.8%  -530 BP

  Capital Expenditures      971      334    190.7%     971     334   190.7%
    Plus:  Capital
     investments in equity
     affiliates             200      132     51.5%     200     132    51.5%
  Total Capital
   Investments (8) **     1,171      466    151.3%   1,171     466   151.3%

  Investments in and
   Advances to Equity
   Affiliates               199      132     50.8%     199     132    50.8%
    Less:  Dividends
     received from equity
     affiliates              (1)       -   (100.0%)     (1)     -   (100.0%)
    Less:  Advances to
     Salmon                   -        -      0.0%      -       -      0.0%
    Less:  Repayments of
     advances to Salmon       -        -      0.0%      -       -      0.0%
  Capital investments in
   equity affiliates **    $200     $132     51.5%    $200    $132    51.5%

  ** Metrics and calculations are not impacted by the 1Q05 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 that 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 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.
  7 Penetration calculation for 1Q05 is based on licensed "operational"
    POPs of 285 million.
  8 Total capital investments includes capital expenditures made by Cingular
    and cash/capital contributed to the joint ventures with T-Mobile and
    AT&T Wireless (pre-merger).



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

                                (Restated)

                              Full Year
                                2002     3/31/03  6/30/03 9/30/03  12/31/03
  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)

                                3/31/04  6/30/04   9/30/04 12/31/04  3/31/05
                             (Restated)(Restated)(Restated)(Revised)
  Operating revenues:
     Service revenues           $3,583    $3,833   $3,873   $6,313   $7,419
     Equipment sales               384       354      419      806      810
        Total operating
         revenues                3,967     4,187    4,292    7,119    8,229
  Operating expenses:
     Cost of services              955       983    1,107    1,692    2,144
     Cost of equipment sales       537       505      585    1,247    1,295
     Selling, general and
      administrative             1,372     1,463    1,567    2,947    3,001
     Depreciation and
      amortization                 553       565      573    1,386    1,675
        Total operating
         expenses                3,417     3,516    3,832    7,272    8,115
  Operating income (loss)          550       671      460     (153)     114
  Interest expense                 198       199      200      303      338
  Minority interest expense         27        41       20       (2)      16
  Equity in net income (loss)
   of affiliates                  (108)      (95)     (98)    (114)       2
  Other income (expense), net        4         1        -       11       20
  Income (loss) before income
   tax and cum. effect of
   acctng. chg.                    221       337      142     (557)    (218)
  Provision (benefit) for
   income taxes                      6        (2)       -      (62)      22
  Income (loss) before
   cumulative effect of
   accounting change               215       339      142     (495)    (240)



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

                                (Restated)

                               Full Year
                                 2002    3/31/03  6/30/03  9/30/03  12/31/03

  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         390       405      445      456      475
  Licensed POPs
   - Cellular/PCS (6)              219       235      236      236      236
  Penetration
   - Cellular/PCS (7)            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
  Total Capital Investments (8)  3,934       401      756    1,008    1,188



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

                               3/31/04   6/30/04  9/30/04  12/31/04  3/31/05
                             (Restated)(Restated)(Restated)(Revised)
  OIBDA (1)                     $1,103    $1,236   $1,033   $1,233   $1,789
  OIBDA margin (2)               30.8%     32.2%    26.7%    19.5%    24.1%
  Integration Costs                 $0        $0      $43     $245     $105
  OIBDA - normalized            $1,103    $1,236   $1,076   $1,478   $1,894
  OIBDA margin - normalized      30.8%     32.2%    27.8%    23.4%    25.5%
  Total Cellular/PCS
   Customers (3)                24,618    25,044   25,672   49,109   50,369
  Net Customer Additions -
   Cellular/PCS                    554       428      657    1,713    1,419
  M&A Activity, Partitioned
   Customers and/or Other Adjs.     37        (2)     (29)  21,724     (159)
  Churn - Cellular/PCS (4)        2.7%      2.7%     2.8%     2.6%     2.2%
  ARPU - Cellular/PCS (5)       $48.30    $50.75   $50.25   $49.51   $49.59
  Minutes Of Use Per
   Cellular/PCS Subscriber         488       523      537      526      508
  Licensed POPs
   - Cellular/PCS (6)              240       243      243      290      292
  Penetration
   - Cellular/PCS (7)            10.9%     11.1%    11.4%    17.2%    17.7%
  Total Cingular Interactive
   Customers                       768       735      653       NA       NA
  Net Customer Additions
   - Cingular Interactive          (21)      (33)     (82)      NA       NA
  Total Capital Investments (8)    466       989      645    1,772    1,171



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

                                (Restated)

                              Full Year
                                2002     3/31/03  6/30/03 9/30/03  12/31/03
  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

  Capital Expenditures          3,085       327      668      773      966
    Plus:  Capital
           investments in
           equity affiliates      849        74       88      235      222
  Total Capital
   Investments (8)             $3,934      $401     $756   $1,008   $1,188

  Investments in and Advances
   to Equity Affiliates           450        74       87      234      221
    Less:  Dividends received
           from equity
           affiliates              (3)        -       (1)      (1)      (1)
    Less:  Advances to Salmon      25         -        -        -        -
    Less:  Repayments of
           advances to Salmon    (421)        -        -        -        -
  Capital investments in equity
   affiliates                    $849       $74      $88     $235     $222

  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)

                                3/31/04  6/30/04   9/30/04 12/31/04  3/31/05
                             (Restated)(Restated)(Restated)(Revised)
  Income (loss) before
   cumulative effect of
   accounting change               215       339      142     (495)    (240)
    Plus:  Interest expense        198       199      200      303      338
    Plus:  Minority interest
           expense                  27        41       20       (2)      16
    Plus:  Equity in net loss
           of affiliates           108        95       98      114       (2)
    Plus:  Other, net               (4)       (1)       -      (11)     (20)
    Plus:  Provision (benefit)
           for income taxes          6        (2)       -      (62)      22
  Operating income (loss)          550       671      460     (153)     114
    Plus:  Depreciation and
           amortization            553       565      573    1,386    1,675
  OIBDA (1)                     $1,103    $1,236   $1,033   $1,233   $1,789
    Plus:  Integration costs         -         -       43      245      105
  OIBDA - normalized (1)        $1,103    $1,236   $1,076   $1,478   $1,894

  Capital Expenditures             334       783      634    1,698      971
    Plus:  Capital investments
           in equity affiliates    132       206       11       74      200
  Total Capital Investments (8)   $466      $989     $645   $1,772   $1,171

  Investments in and Advances
   to Equity Affiliates            132       206       10       74      199
    Less:  Dividends received
           from equity
           affiliates                -         -       (1)       -       (1)
    Less:  Advances to Salmon        -         -        -        -        -
    Less:  Repayments of
           advances to
           Salmon                    -         -        -        -        -
  Capital investments in
   equity affiliates              $132      $206      $11      $74     $200

  Service revenues               3,583     3,833    3,873    6,313    7,419
    Less:  Mobitex data
           revenues                 58        59       54       36       18
  Service revenues used to
   calculate ARPU               $3,525    $3,774   $3,819   $6,277   $7,401


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 that 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 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.
  7 Penetration calculation for 1Q05 is based on licensed "operational"
    POPs of 285 million.
  8 Total capital investments includes capital expenditures made by
    Cingular and cash/capital contributed to the joint ventures with
    T-Mobile and AT&T Wireless (pre-merger).



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

                                       3/31/05   12/31/04  Incr(Decr) % +/-
                                                 (audited)
  Assets                                         (Revised)
  Current assets:
   Cash and cash equivalents               209        352     (143)  (40.6%)
   Accounts receivable - net of
    allowance for doubtful accounts      3,220      3,448     (228)   (6.6%)
   Inventories                             492        690     (198)  (28.7%)
   Prepaid expenses and other current
    assets                                 985      1,080      (95)   (8.8%)
    Total current assets                 4,906      5,570     (664)  (11.9%)
  Property, plant and equipment - net   21,516     21,958     (442)   (2.0%)
  Intangible assets - net               50,506     51,338     (832)   (1.6%)
  Other assets                           3,544      3,372      172     5.1%
     Total assets                       80,472     82,238   (1,766)   (2.1%)

  Liabilities and members' capital
  Current liabilities:
   Debt maturing within one year         2,197      2,158       39     1.8%
   Accounts payable and accrued
    liabilities                          5,382      5,825     (443)   (7.6%)
    Total current liabilities            7,579      7,983     (404)   (5.1%)
  Long-term debt to affiliates           9,628      9,628      -       0.0%
  Long-term debt to external parties    13,140     14,229   (1,089)   (7.7%)
    Total long-term debt                22,768     23,857   (1,089)   (4.6%)
  Other noncurrent liabilities           5,212      5,253      (41)   (0.8%)
  Minority interests in consolidated
   entities                                619        609       10     1.6%
  Members' capital                      44,294     44,536     (242)   (0.5%)
     Total liabilities and members'
      capital                           80,472     82,238   (1,766)   (2.1%)


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.

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

On October 26, 2004, Cingular acquired AT&T Wireless, combining substantially all of their respective domestic wireless operations. The following tables present selected unaudited pro forma combined consolidated financial statements and key operating metrics for the new combined entity. Although we believe this presentation provides meaningful comparative information for existing operations, it is not intended to represent or be indicative of the consolidated results of operations or financial condition of Cingular that would have been reported had the merger been completed as of the dates presented, and should not be taken as representative of the future consolidated results of operations or financial condition of Cingular.

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. Please see our 2004 Form 10-K filed with the Securities and Exchange Commission on March 7, 2005 for further information regarding this restatement. In conjunction with this restatement, on March 11, 2005, we filed an amended Form 8-K report to restate the pro forma financial information as originally contained in our Form 8-K/A filed on November 29, 2004. In addition, the unaudited proforma results reflect reclassifications to 2003 and 2004 for certain gross receipts taxes and other fees which are billed to our customers.

                                                    Pro Forma

                                                   (Restated)

                                        3/31/03  6/30/03  9/30/03 12/31/03
  Operating revenues:
     Service revenues                    $6,921   $7,318   $7,509   $7,232
     Equipment sales                        461      486      700      705
        Total operating revenues          7,382    7,804    8,209    7,937
  Operating expenses:
     Cost of services                     1,705    1,857    2,036    1,920
     Cost of equipment sales                858      917    1,095    1,193
     Selling, general and
      administrative                      2,587    2,674    2,879    3,166
     Depreciation and amortization        1,515    1,469    1,589    1,551
        Total operating expenses          6,665    6,917    7,599    7,830
  Operating income                          717      887      610      107
  Interest expense                          348      369      341      346
  Minority interest expense                  28       37       28       16
  Equity in net income (loss) of
   affiliates                                27       39      (20)     176
  Other income (expense), net               -         59       23       (1)
  Income (loss) before income tax and
   cum. effect of acctng. chg.              368      579      244      (80)
  Provision for income taxes                 75      133       50       38
  Income (loss) before cumulative
   effect of accounting change              293      446      194     (118)



                                                    Pro Forma

                                                   (Restated)

                                        3/31/04  6/30/04  9/30/04 12/31/04
  Operating revenues:
     Service revenues                    $7,093   $7,452   $7,401   $7,196
     Equipment sales                        722      715      837      892
        Total operating revenues          7,815    8,167    8,238    8,088
  Operating expenses:
     Cost of services                     1,860    1,849    2,005
     Cost of equipment sales              1,117    1,119    1,124
     Selling, general and administrative  2,853    2,934    3,034
     Depreciation and amortization        1,515    1,510    1,476
        Total operating expenses          7,345    7,412    7,639
  Operating income                          470      755      599
  Interest expense                          340      342      354
  Minority interest expense                  27       41       20
  Equity in net income (loss) of
   affiliates                               (20)      28       37
  Other income (expense), net                46       25      (27)
  Income (loss) before income tax and
   cum. effect of acctng. chg.              129      425      235
  Provision for income taxes                 30       77       48
  Income (loss) before cumulative effect
   of accounting change                      99      348      187



  Selected Pro Forma Financial and Operating Data for Cingular Wireless

                                                    Pro Forma

                                                   (Restated)

                                        3/31/03  6/30/03  9/30/03 12/31/03

  OIBDA (1) (in millions)                $2,232   $2,356   $2,199   $1,658
  OIBDA margin (2)                        32.2%    32.2%    29.3%    22.9%
  Total Cellular/PCS Customers (3)
   (000's)                               42,960   43,846   44,930   45,664
  Net Customer Additions - Cellular/PCS
   (000's)                                  416      970      951      736
  M&A Activity, Partitioned Customers
   and/or Other Adjs.  (000's)              -        (84)     133       (2)
  Churn - Cellular/PCS (4)                 2.5%     2.3%     2.8%     3.0%
  ARPU - Cellular/PCS (5)                $53.53   $55.57   $55.74   $52.89



  Selected Pro Forma Financial and Operating Data for Cingular Wireless

                                                    Pro Forma

                                                   (Restated)

                                        3/31/04  6/30/04  9/30/04 12/31/04

  OIBDA (1) (in millions)                $1,985   $2,265   $2,075
  OIBDA margin (2)                        28.0%    30.4%    28.0%
  Total Cellular/PCS Customers (3)
   (000's)                               45,953   46,404   47,177   48,773
  Net Customer Additions - Cellular/PCS
   (000's)                                  174      424      808    1,757
  M&A Activity, Partitioned Customers
   and/or Other Adjs.  (000's)              115       27      (35)    (161)
  Churn - Cellular/PCS (4)                 3.2%     3.0%     3.2%     2.6%
  ARPU - Cellular/PCS (5)                $51.26   $53.42   $52.38   $49.97



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

                                                    Pro Forma

                                                   (Restated)

                                        3/31/03  6/30/03  9/30/03 12/31/03
  Income (loss) before cumulative
   effect of accounting change              293      446      194     (118)
    Plus:  Interest expense                 348      369      341      346
    Plus:  Minority interest expense         28       37       28       16
    Plus:  Equity in net (income) loss
     of affiliates                          (27)     (39)      20     (176)
    Plus:  Other, net                       -        (59)     (23)       1
    Plus:  Provision for income taxes        75      133       50       38
  Operating income                          717      887      610      107
    Plus:  Depreciation and
     amortization                         1,515    1,469    1,589    1,551
  OIBDA (1)                               2,232    2,356    2,199    1,658

  Service revenues (Proforma)             6,921    7,318    7,509    7,232
    Less:  Mobitex data revenues             55       53       54       58
  Service revenues used to calculate
   ARPU (Pro Forma)                      $6,866   $7,265   $7,455   $7,174



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

                                      3/31/04   6/30/04   9/30/04  12/31/04
                                     (Restated)(Restated)(Restated)
  Income (loss) before cumulative
   effect of accounting change             99       348       187
    Plus:  Interest expense               340       342       354
    Plus:  Minority interest expense       27        41        20
    Plus:  Equity in net (income) loss
     of affiliates                         20       (28)      (37)
    Plus:  Other, net                     (46)      (25)       27
    Plus:  Provision for income taxes      30        77        48
  Operating income                        470       755       599
    Plus:  Depreciation and
     amortization                       1,515     1,510     1,476
  OIBDA (1)                             1,985     2,265     2,075

  Service revenues (Proforma)           7,093     7,452     7,401     7,196
    Less:  Mobitex data revenues           58        59        54        36
  Service revenues used to calculate
   ARPU (Pro Forma)                    $7,035    $7,393    $7,347    $7,160


  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 that 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.
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