Edgar Filing: TRITON PCS HOLDINGS INC

Filed Pursuant to Rule 424(B)(3)
File No. 333-65730
PROSPECTUS SUPPLEMENT
(To Prospectus dated November 26, 2001)

[LOGO OF TRITON PCS APPEARS HERE]
7,200,000 Shares

Triton PCS Holdings, Inc.

Class A Common Stock
$30.55 per share

------------

The selling stockholders named in this prospectus supplement are selling
7,200,000 shares of our Class A common stock. We will not receive any proceeds
from the sale of the shares by the selling stockholders. The selling
stockholders have granted the underwriters an option to purchase up to
1,080,000 additional shares of Class A common stock to cover over-allotments.

Our Class A common stock is listed on the New York Stock Exchange under the
symbol "TPC". The last reported sale price of our Class A common stock on the
New York Stock Exchange on December 6, 2001, was $30.55 per share.

------------

Investing in the Class A common stock involves risks. See "Risk Factors"
beginning on page S-8 of this prospectus supplement.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if
this prospectus supplement or the accompanying prospectus is truthful or
complete. Any representation to the contrary is a criminal offense.

------------

Per
Share Total
------ ------------

Public Offering Price $30.55 $219,960,000
Underwriting Discount $ 1.45 $ 10,440,000
Proceeds to the selling stockholders, before expenses $29.10 $209,520,000

The underwriters expect to deliver the shares to purchasers on or about
December 12, 2001.

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Salomon Smith Barney Morgan Stanley

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Credit Suisse First Boston Wachovia Securities

December 6, 2001

You should rely only on the information contained in or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We
have not authorized anyone to provide you with different information. The
selling stockholders are not making an offer of these securities in any state
where the offer is not permitted. You should not assume that the information
contained in or incorporated by reference in this prospectus supplement or the
accompanying prospectus is accurate as of any dates other than the dates of
this prospectus supplement and the accompanying prospectus.

----------------

TABLE OF CONTENTS

Prospectus Supplement

Page
----

Special Note Regarding Forward-Looking Statements........................ iii
Prospectus Supplement Summary............................................ S-1
Risk Factors............................................................. S-8
Capitalization........................................................... S-19
Use of Proceeds.......................................................... S-20
Dividend Policy.......................................................... S-20
Price Range of Class A Common Stock...................................... S-20
Selected Historical Consolidated Financial Data.......................... S-21
Management's Discussion and Analysis of Financial Condition and Results
of Operations........................................................... S-23
Business................................................................. S-37
Management............................................................... S-59
Certain Relationships and Related Transactions........................... S-62
Principal and Selling Stockholders....................................... S-70
Description of Certain Indebtedness...................................... S-73
Certain United States Federal Tax Considerations for Non-U.S. Holders.... S-79
Underwriting............................................................. S-84
Legal Matters............................................................ S-87
Experts.................................................................. S-87
Index to Financial Statements............................................ F-1
Prospectus

Page
----

Prospectus Summary....................................................... 1
Risk Factors............................................................. 3
Use of Proceeds.......................................................... 14
Ratio of Earnings to Combined Fixed Charges and Preferred Stock
Dividends............................................................... 14
Description of Capital Stock............................................. 15
Description of Warrants and Other Rights................................. 21
Selling Stockholders..................................................... 22
Plan of Distribution..................................................... 23
Legal Matters............................................................ 25
Experts.................................................................. 25
Where You Can Find More Information...................................... 25
Information Incorporated by Reference.................................... 25

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This document is in two parts. The first part is this prospectus supplement,
which describes the terms of this offering and also adds to and updates
information contained in the accompanying prospectus and the documents
incorporated by reference into the accompanying prospectus. The second part is
the accompanying prospectus, which gives more general information, some of
which may not apply to this offering. To the extent there is a conflict between
the information contained in this prospectus supplement, on the one hand, and
the information contained in the accompanying prospectus or any document
incorporated by reference, on the other hand, the information in this
prospectus supplement shall control.

Triton PCS Holdings, Inc. is a Delaware corporation. Our principal executive
offices are located at 1100 Cassatt Road, Berwyn, Pennsylvania 19312, and our
telephone number at that address is (610) 651-5900. Our World Wide Web site
address is http://www.tritonpcs.com. The information in our website is not part
of this prospectus supplement.

In this prospectus supplement, "Triton," "we," "us" and "our" refer to
Triton PCS Holdings, Inc. and its wholly-owned subsidiaries, unless the context
requires otherwise. "AT&T Wireless PCS" refers to AT&T Wireless PCS, LLC, "AT&T
Wireless" refers to AT&T Wireless Services, Inc. and "AT&T" refers to AT&T
Corp.

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents
incorporated by reference in the accompanying prospectus contain forward-
looking statements that involve substantial risks and uncertainties. You can
identify these statements by forward-looking words such as "anticipate,"
"believe," "could," "estimate," "expect," "intend," "may," "should," "will" and
"would" or similar words. Our forward-looking statements also include the facts
and assumptions underlying such statements or projections. You should read
statements that contain these words carefully because they discuss our future
expectations, contain projections of our future results of operations or of our
financial position or state other "forward-looking" information. We believe
that it is important to communicate our future expectations to our investors.
However, there may be events in the future that we are not able to accurately
predict or control. The factors listed in the "Risk Factors" section, as well
as any cautionary language in this prospectus supplement, the accompanying
prospectus and in documents incorporated by reference in the accompanying
prospectus, provide examples of risk, uncertainties and events that may cause
our actual results to differ materially from the expectations we describe in
our forward-looking statements. We undertake no obligation to publicly update
or revise any forward-looking statements, whether as a result of new
information, future events or otherwise. Before you invest in our Class A
common stock, you should be aware that the occurrence of the events described
in these risk factors and elsewhere in this prospectus supplement, the
accompanying prospectus and in documents incorporated by reference in the
accompanying prospectus could have a material adverse effect on our business,
results of operations, financial position and the value of our securities.

iii

PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights selected information about Triton and this offering.
This summary is not complete and does not contain all of the information that
is important to you. You should carefully read this entire prospectus
supplement, the accompanying prospectus and the other documents we refer to for
a more complete understanding of this offering. In addition, we incorporate
important business and financial information in the accompanying prospectus by
reference. You may obtain the information incorporated by reference in the
accompanying prospectus without charge by following the instructions in the
"Where You Can Find More Information" section of the accompanying prospectus.

Unless otherwise indicated, all information in this prospectus supplement
assumes that the underwriters do not exercise their over-allotment option.

Triton

We are a rapidly growing provider of wireless personal communications
services in the southeastern United States. Our personal communications
services licenses cover approximately 13.5 million potential customers in a
contiguous geographic area encompassing portions of Virginia, North Carolina,
South Carolina, Tennessee, Georgia and Kentucky. In February 1998, we entered
into a joint venture with AT&T Wireless. As part of the agreement, AT&T
Wireless contributed personal communications services licenses for 20 megahertz
of authorized frequencies covering 11.2 million potential customers within
defined areas of our region in exchange for an equity position in Triton. Since
that time, we have expanded our coverage area to include an additional 2.3
million potential customers through acquisitions and license exchanges with
AT&T Wireless. As part of the transactions with AT&T Wireless, we were granted
the right to be the exclusive provider of wireless mobility services using
equal emphasis co-branding with AT&T within our region. We believe our markets
are strategically attractive because of their proximity to AT&T Wireless'
wireless systems in the Washington, D.C., Charlotte, North Carolina and
Atlanta, Georgia markets, which collectively cover a population of more than
28.5 million individuals. Our market location is attractive as we are the
preferred provider of wireless mobility services to AT&T Wireless' digital
wireless customers who roam into our markets. Our strategy is to provide
extensive coverage to customers within our region, to offer our customers
coast-to-coast coverage and to benefit from roaming revenues generated by AT&T
Wireless' and other carriers' wireless customers who roam into our covered
area. Our management team is led by Michael Kalogris and Steven Skinner, the
former Chief Executive Officer and Chief Operating Officer of Horizon Cellular
Group, respectively.

Strategic Alliance with AT&T Wireless

One of our most important competitive advantages is our strategic alliance
with AT&T Wireless, one of the largest providers of wireless communications
services in the United States. As part of its strategy to rapidly expand its
digital wireless coverage in the United States, AT&T Wireless has focused on
constructing its own network and making strategic acquisitions in selected
cities, as well as entering into agreements with other independent wireless
operators, including Triton, to construct and operate personal communications
services networks in other markets.

S-1

Our strategic alliance with AT&T Wireless provides us with many business,
operational and marketing advantages. Some of these advantages include:

. Recognized Brand Name. We market our wireless services to our potential
customers giving equal emphasis to our regional SunCom brand name and
logo and AT&T's brand name and logo. We believe that association with
the AT&T brand name significantly increases the likelihood that
potential customers will purchase our wireless communications services.

. Preferred Roaming Partner. We are the preferred roaming partner for AT&T
Wireless' digital wireless customers who roam into our coverage area. We
expect to benefit from growth in roaming traffic as AT&T Wireless'
digital wireless customers, particularly those in Washington, D.C.,
Charlotte, North Carolina and Atlanta, Georgia, travel into our markets.

. Coverage Across the Nation. Our customers have access to coast-to-coast
coverage through our agreements with AT&T Wireless, other members of the
AT&T Wireless Network and other third-party roaming partners. We believe
this coast-to-coast coverage provides a significant advantage over our
personal communications services competitors in our markets and allows
us to offer competitive pricing plans, including national rate plans.

Competitive Strengths

In addition to the advantages provided by our strategic alliance with AT&T
Wireless, we have a number of competitive strengths. These strengths include
the following:

. Attractive Licensed Area. Our markets have favorable demographic
characteristics for wireless communications services, such as population
densities that are 80% greater than the national average.

. Network Quality. We have successfully launched personal communications
service in all of our 37 markets, covering over 80% of the total
population in our service area and approximately 18,000 highway miles.
We have constructed a comprehensive network, which includes over 1,900
cell sites and seven switches, using time division multiple access
digital technology. Our network is compatible with AT&T Wireless'
network and with the networks of other wireless communications service
providers that use time division multiple access digital technology. We
believe that the quality and extensive coverage of our network provide a
strategic advantage over wireless communications providers that we
compete against.

. Experienced Management. We have a management team with a high level of
experience in the wireless communications industry. Our senior
management team has an average of 14 years of experience with wireless
leaders such as AT&T, Verizon Communications, Horizon Cellular and
ALLTEL Communications Inc. Our senior management team also owns more
than 10% of our outstanding Class A common stock.

. Contiguous Service Area. We believe our contiguous service area allows
us to cost effectively offer large regional calling areas to our
customers and route a large number of minutes through our network,
thereby reducing interconnect costs for other networks. Further, we
believe that we generate operational cost savings, including sales and
marketing efficiencies, by operating in a contiguous service area.

S-2

. Strong Capital Base. We believe that we have sufficient capital and
availability under our credit facility to fund the build-out of our
current network plan. On January 19, 2001, we completed the private sale
of $350.0 million aggregate principal amount of 9 3/8% senior
subordinated notes due 2011 for net proceeds of approximately $337.5
million, and on November 14, 2001, we completed the private sale of
$400.0 million principal amount of 8 3/4% senior subordinated notes due
2011 for net proceeds of approximately $390.0 million. On February 28,
2001, we issued and sold 3,500,000 shares of our Class A common stock in
a public offering at $32 per share and raised approximately $106.1
million, net of $5.9 million of costs. As of September 30, 2001, we had
total capital of approximately $2.1 billion, $418.0 million of available
cash and $175.0 million of available borrowings under our credit
facility.

S-3

RECENT DEVELOPMENTS

Financings

Spectrum Cap Decision

The FCC has maintained a cap on the total amount of commercial mobile
wireless service spectrum a single entity can hold in any geographic market.
Commercial wireless licensees and their affiliates have been limited to a total
of 45 megahertz of commercial mobile radio service spectrum in non-rural areas
and 55 megahertz of commercial mobile radio service spectrum in rural areas.
The FCC also has maintained other policies it believed promoted wireless
competition, including a cellular cross interest rule under which each of the
two cellular licensees in a particular market could only have a direct or
indirect ownership interest of five percent or less in the other licensee. On
November 8, 2001, the FCC voted to: (1) sunset the spectrum cap rule by
eliminating it effective January 1, 2003; (2) upon effective order raise the
cap to 55 megahertz in all markets until the sunset date; and (3) upon
effective order eliminate the cellular cross-interest rule in non-rural
markets. It is widely believed that the FCC's actions may spur consolidation in
the commercial wireless industry.

Other Recent Developments

For other recent developments, we refer you to our most recent and future
filings under the Securities Exchange Act of 1934.

S-4

THE OFFERING

Class A common stock offered by the selling
stockholders.................................... 7,200,000 shares*

Over-allotment option provided by the selling
stockholders.................................... 1,080,000 shares*

Common stock to be outstanding after this
offering:

Class A common stock........................... 59,336,437 shares*

Class B non-voting common stock................ 7,926,099 shares*

Total........................................ 67,262,536 shares

Use of proceeds.................................. We will not receive any proceeds from the sale
of shares by the selling stockholders.

New York Stock Exchange symbol................... "TPC"

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*Of the 7,200,000 shares being offered, an aggregate of 284,728 represent
shares of Class B non-voting common stock that will automatically convert on a
share-for-share basis into shares ofClass A common stock in connection with the
offering. If the underwriters fully exercise their over-allotment option, an
additional 315,946 shares of Class B non-voting common stock in the aggregate
will automatically convert upon their sale into shares of Class A common stock.

Unless we specifically state otherwise, information in this prospectus about
the number of shares of our outstanding Class A common stock upon closing of
this offering:

. does not include 7,926,099 outstanding shares of our Class B non-voting
common stock, which are convertible into Class A common stock in
specified circumstances;

. does not include shares of our common stock issuable upon conversion of
our outstanding Series A preferred stock, which is convertible at the
holder's option into shares of our common stock beginning in 2006;

. does not include 12,504,720 shares of our common stock issuable upon
conversion of our outstanding Series D preferred stock, which is
convertible at the holder's option into shares of our common stock at
any time; and

. does not include 4,954,494 shares of our Class A common stock reserved
for issuance under our employee benefits plans.

Including shares of common stock issuable upon conversion of our outstanding
Series D preferred stock, we have 79,767,256 common share equivalents
outstanding.

S-5

SUMMARY FINANCIAL DATA

The following tables present selected financial data derived from audited
financial statements of Triton for the period from March 6, 1997 to December
31, 1997, for the years ended December 31, 1998, 1999 and 2000 and the
unaudited financial statements of Triton for the nine months ended September
30, 2000 and 2001. In the opinion of management, the interim financial data
include all adjustments, consisting only of normal, recurring adjustments
necessary for a fair presentation of results for the interim period. In
addition, subscriber and customer data for the same periods are presented. The
following financial information is qualified by reference to and should be read
in conjunction with "Capitalization," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the financial statements and
related notes appearing elsewhere in this prospectus supplement.

March 6, Nine Months Ended
1997 through Year Ended December 31, September 30,
December 31, --------------------------------- ----------------------
1997 1998 1999 2000 2000 2001
------------ --------- ---------- ---------- ---------- ----------
(in thousands)

Statement of Operations
Data:
Revenues:
Service................ -- $ 11,172 $ 63,545 $ 224,312 $ 150,984 $ 284,876
Roaming................ -- 4,651 44,281 98,492 71,641 93,995
Equipment.............. -- 755 25,405 34,477 24,801 19,498
--------- --------- ---------- ---------- ---------- ----------
Total Revenues....... -- 16,578 133,231 357,281 247,426 398,369
--------- --------- ---------- ---------- ---------- ----------
Expenses:
Costs of services and
equipment (excluding
noncash compensation
of $0, $0, $142 and
$1,026 for the
periods ended
December 31, 1997,
1998, 1999 and 2000,
respectively and $340
and $1,746 for the
nine months ended
September 30, 2000
and 2001,
respectively)......... -- 10,466 107,521 194,686 137,438 179,381
Selling and marketing
(excluding noncash
compensation of $0,
$0, $213 and $1,274
for the periods ended
December 31, 1997,
1998, 1999 and 2000,
respectively and $979
and $1,288 for the
nine months ended
September 30, 2000
and 2001,
respectively)......... -- 3,260 59,580 100,403 68,949 77,829
General and
administrative
(excluding noncash
compensation of $0,
$1,120, $2,954 and
$5,967 for the
periods ended
December 31, 1997,
1998, 1999 and 2000,
respectively and
$3,978 and $8,758 for
the nine months ended
September 30, 2000
and 2001,
respectively)......... $ 2,736 15,589 42,354 84,682 58,156 95,094
Non-cash
compensation.......... -- 1,120 3,309 8,267 5,297 11,792
Depreciation and
amortization.......... 5 6,663 45,546 94,131 68,970 93,213
--------- --------- ---------- ---------- ---------- ----------
Total operating
expenses............ 2,741 37,098 258,310 482,169 338,810 457,309
--------- --------- ---------- ---------- ---------- ----------
Loss from operations.... (2,741) (20,520) (125,079) (124,888) (91,384) (58,940)
Interest and other
expense................ (1,228) (30,391) (41,061) (56,229) (38,863) (87,368)
Interest and other
income................. 8 10,635 4,852 4,957 4,799 15,884
Gain on sale of
property, equipment and
marketable securities,
net.................... -- -- 11,928 -- -- --
--------- --------- ---------- ---------- ---------- ----------
Loss before taxes....... (3,961) (40,276) (149,360) (176,160) (125,448) (130,424)
Income tax (benefit)
provision.............. -- (7,536) -- 746 -- --
--------- --------- ---------- ---------- ---------- ----------
Net loss................ $ (3,961) $ (32,740) $ (149,360) $ (176,906) $ (125,448) $ (130,424)
========= ========= ========== ========== ========== ==========
Accretion of preferred
stock.................. -- (6,853) (8,725) (9,865) (7,306) (8,071)
--------- --------- ---------- ---------- ---------- ----------
Net loss available to
common stockholders.... $ (3,961) $ (39,593) $ (158,085) $ (186,771) $ (132,754) $ (138,495)
========= ========= ========== ========== ========== ==========
Net loss per common
share (basic and
diluted)............... $ (1.25) $ (8.18) $ (9.79) $ (3.01) $ (2.14) $ (2.14)
========= ========= ========== ========== ========== ==========
Weighted average common
shares outstanding
(basic and diluted).... 3,159,418 4,841,520 16,142,482 62,058,844 61,979,187 64,753,747
========= ========= ========== ========== ========== ==========

S-6

As of December 31, As of September 30,
------------------------------------- ----------------------
1997 1998 1999 2000 2000 2001
------- -------- -------- ---------- ---------- ----------
(in thousands)

Balance Sheet Data:
Cash and cash
equivalents............ $11,362 $146,172 $186,251 $ 1,617 $ 13,135 $ 417,969
Working capital
(deficiency)........... (5,681) 146,192 134,669 (54,305) (5,296) 349,250
Property, plant and
equipment, net......... 473 198,953 421,864 662,990 632,282 778,550
Total assets............ 13,253 686,859 979,797 1,065,890 1,036,288 1,701,777
Long-term debt and
capital lease
obligations............ -- 465,689 504,636 728,485 685,260 1,342,052
Redeemable preferred
stock.................. -- 80,090 94,203 104,068 101,509 112,139
Shareholders' equity
(deficit).............. (3,959) 95,889 233,910 55,437 106,725 12,920

March 6, Nine Months Ended
1997 through Year Ended December 31, September 30,
December 31, ----------------------------------- ------------------------
1997 1998 1999 2000 2000 2001
------------ --------- ----------- ----------- ----------- -----------
(in thousands, except subscriber and customer data)

Other Data:
Subscribers (end of
period)................ -- 33,844 195,204 446,401 361,590 617,804
Launched potential
customers (end of
period)................ -- 248,000 11,450,000 13,520,200 13,323,000 13,520,200
EBITDA(1)............... $(2,736) $ (12,737) $ (76,224) $ (22,490) $ (17,117) $ 46,065
Cash flows from:
Operating activities... $(1,077) $ (4,130) $ (51,522) $ (35,097) $ (40,108) $ 10,238
Investing activities... (478) (372,372) (191,538) (329,479) (280,909) (276,589)
Financing activities... 12,917 511,312 283,139 179,942 147,901 682,703

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(1) "EBITDA" is defined as operating loss plus depreciation and amortization
expense and non-cash compensation. EBITDA is a key financial measure but
should not be construed as an alternative to operating income, cash flows
from operating activities or net income (or loss), as determined in
accordance with generally accepted accounting principles. EBITDA is not a
measure determined in accordance with generally accepted accounting
principles. We believe that EBITDA is a standard measure commonly reported
and widely used by analysts and investors in the wireless communications
industry. However, our method of computation may or may not be comparable
to other similarly titled measures of other companies.

S-7

RISK FACTORS

An investment in the Class A common stock involves a high degree of risk. In
addition to the other information in this prospectus supplement, the
accompanying prospectus and the documents incorporated and deemed to be
incorporated in the accompanying prospectus by reference, you should carefully
consider the following risks before making an investment decision. Our
business, financial condition and results of operations could be harmed were
any of the following risks or uncertainties to develop into actual events. In
such case, the value of our Class A common stock could decline and you might
lose all or part of your investment. The risks and uncertainties described
below are not the only ones facing us. Additional risks and uncertainties not
presently known to us, or that we currently see as immaterial, may also harm
our business.

If AT&T Wireless is not successful as a provider of wireless communications, we
may not be successful.

Our results of operations are highly dependent on our relationship with AT&T
Wireless and AT&T and the success of their wireless strategy. AT&T Wireless is
subject, to varying degrees, to the economic, administrative, logistical and
other risks set forth in this prospectus. Because we market our products under
the AT&T brand name, our results of operations could be adversely affected if
either AT&T Wireless' or AT&T's reputation as a communication services provider
declines.

We depend on our agreements with AT&T and AT&T Wireless for our success, and we
would have difficulty operating without them.

Our results of operations are dependent upon agreements we have entered into
with AT&T and AT&T Wireless in several ways:

. We market our products using equal emphasis co-branding with AT&T in
accordance with a license agreement with AT&T, which we believe provides
us with significant marketing advantages. The license agreement has an
initial five-year term expiring February 2003 and may be terminated if
we fail to comply with any of its material provisions.

. Most of our roaming revenues have historically been derived from AT&T
Wireless' customers traveling through our areas. Our roaming agreement
with AT&T Wireless provides that the per minute roaming rate charges to
AT&T Wireless for its customers roaming onto our network will decline
over the next several years. In addition, the roaming rate charges are
subject to renegotiation by the parties from time to time on or after
September 1, 2005. The roaming agreement has a 20-year term expiring in
2018 and may be terminated by AT&T Wireless if we breach any of its
material provisions. Our ability to offer plans with low roaming rates
would be adversely affected if this agreement were to be terminated.

In addition, if AT&T or its affiliates combine with specified entities with
over $5 billion in annual revenues from telecommunications activities, that
derive less than one-third of their aggregate revenues from the provision of
wireless telecommunications and that have personal communications services or
cellular licenses that cover at least 25% of the people covered by our
licenses, then AT&T Wireless PCS may terminate its exclusivity obligations with
us in markets that overlap with markets of those entities. Other providers
could then enter into agreements with AT&T Wireless in those markets, exposing
us to increased competition, and we could lose access to customers.

S-8

Our results of operations would be adversely affected if any of our
agreements with AT&T or AT&T Wireless are terminated.

AT&T Wireless may compete with us, which could cause it to obtain subscribers
who otherwise might use our AT&T-licensed services.

Under the terms of our stockholders' agreement, we are required to enter
into a resale agreement at AT&T Wireless PCS's request. The resale agreement
will allow AT&T Wireless to sell access to, and usage of, our services in our
licensed area on a nonexclusive basis and using the AT&T brand. AT&T Wireless
may be able to develop its own customer base in our licensed area during the
term of the resale agreement.

Our inability to effectively manage our planned rapid growth could adversely
affect our operations.

We have experienced rapid growth and development in a relatively short
period of time and expect to continue to experience rapid growth in the future.
The management of such growth will require, among other things, continued
development of our financial and management controls and management information
systems, stringent control of costs, increased marketing activities, ability to
attract and retain qualified management personnel and the training of new
personnel. We intend to hire additional personnel in order to manage our
expected growth and expansion. Failure to successfully manage our expected
rapid growth and development and difficulties in managing the build-out of our
network could have a material adverse effect on our business, results of
operations and financial condition.

Our future growth may require significant additional capital, and our
substantial indebtedness could impair our ability to fund our capital
requirements.

We believe that we have sufficient funds to complete the build-out of our
network, but we may require additional capital in the event of significant
departures from our current business plan, unforeseen delays, cost overruns,
unanticipated expenses, regulatory changes, engineering design changes and
other technological risks or if we acquire additional licenses. For example,
AT&T Wireless has announced its intention to add a global system for mobile
communications, or "GSM", overlay and the general packet radio service, or
"GPRS", technology to its networks throughout the country, to be followed by a
further upgrade to enhanced data rates for global evolution, or "EDGE", and
then "UMTS", technology, each of which promises faster transmission speeds and
increased capacity. If we decide to follow AT&T Wireless and adopt this
technological upgrade plan, we will be required to spend incremental amounts
that are not in our current capital budget. In addition, we engage, from time
to time, in discussions with AT&T Wireless regarding possible acquisitions of
additional personal communications services licenses from them. We may also
engage in discussions regarding future acquisitions of wireless communications
licenses within our currently licensed area. Sources of funding for our future
capital requirements may include any or all of the following:

. public offerings or private placements of equity and debt securities;

. commercial bank loans; and

. equipment lease financing.

S-9

Due to our highly leveraged capital structure, additional financing may not
be available to us, or, if it were available, it may not be available on a
timely basis, on terms acceptable to us and within the limitations contained in
the indentures governing our 11% senior subordinated discount notes due 2008,
our 9 3/8% senior subordinated notes due 2011, our 8 3/4% senior subordinated
notes due 2011, our credit facility and any new financing arrangements. Failure
to obtain any appropriate financing, should the need for it develop, could
result in the delay or abandonment of our development and expansion plans and
our failure to meet regulatory requirements. It could also impair our ability
to meet our debt service requirements and could have a material adverse effect
on our business.

We have substantial indebtedness, and servicing our indebtedness could reduce
funds available to grow our business.

We are highly leveraged. As of November 15, 2001, we had total consolidated
long-term obligations of approximately $1.3 billion. Our high level of
indebtedness could interfere with our ability to grow. For example, it could:

. increase our vulnerability to general adverse economic and industry
conditions;

. limit our ability to obtain additional financing;

. require the dedication of a substantial portion of our cash flow from
operations to the payment of principal of, and interest on, our
indebtedness;

. limit our flexibility in planning for, or reacting to, changes in our
business and the industry; and

. place us at a competitive disadvantage relative to less leveraged
competitors.

Our ability to generate sufficient cash flow from operations to pay the
principal of, and interest on, our indebtedness is uncertain. In particular, if
we do not meet our anticipated revenue growth and operating expense targets,
our future debt service obligations could exceed cash available to us. Further,
we may not be able to refinance any of our indebtedness on commercially
reasonable terms or at all.

We have many competitors in our markets that have substantial coverage areas,
which makes it difficult for us to acquire and maintain a strong competitive
position.

We compete in our markets with most of the major cellular and personal
communications services companies in the United States. Many of our competitors
have substantially greater financial, technological, marketing and sales and
distribution resources than we do. Airtime and monthly access rates may
continue to decline due to competition, and we may have to significantly
discount our prices over a long period of time to attract customers, which
would put downward pressure on our prices and make it more difficult for us to
achieve positive cash flow.

We expect competition to intensify as a result of the consolidation of the
industry and the development of new technologies, products and services. The
wireless communications industry has been experiencing significant
consolidation, and we expect this trend will continue. This consolidation trend
may create additional large, well-capitalized competitors with substantial
financial, technical, marketing and other resources.

Competitors who offer more services than we do may attract customers.

Some of our competitors market other services, such as traditional telephone
services, cable television access and access to the Internet, together with
their wireless communications services, which may make their services more
attractive to customers.

S-10

In addition, we expect that in the future, providers of wireless
communications services will compete more directly with providers of
traditional landline telephone services, energy companies, utility companies
and cable operators that expand their services to offer communications
services.

We are dependent upon roaming revenue, and its seasonality will subject our
revenue and net income to seasonal fluctuations.

In 1999, 2000 and the first nine months of this year, approximately 33.2%,
27.6% and 23.6%, respectively, of our revenues were derived from roaming
charges incurred by other wireless providers for use of our network by their
customers who had traveled within our coverage area. Most of that revenue was
derived from AT&T Wireless' customers. Our coverage area includes a number of
resort areas that contribute to our roaming revenue. As a result, our roaming
revenue increases during vacation periods, introducing a measure of seasonality
to our revenue and net income.

The wireless industry is experiencing rapid technological change, and we may
lose customers if we fail to keep up with these changes.

The wireless telecommunications industry is experiencing significant
technological change, as evidenced by the digital upgrades in existing analog
wireless systems, ongoing improvements in the capacity and quality of digital
technology, the development and commercial acceptance of advanced wireless data
services, shorter development cycles for new products and enhancements and
changes in end-user requirements and preferences. We may lose customers if we
fail to keep up with these changes.

Many personal communications services providers have experienced a high rate of
customer turnover which, if it affects us, may reduce our revenues.

Many providers in the personal communications services industry have
experienced a high rate of customer turnover as compared to cellular industry
averages. The rate of customer turnover may be the result of several factors,
including price competition, network coverage, reliability issues such as
blocked and dropped calls, handset problems, non-use of phones, change of
employment, affordability, customer care concerns and other competitive
factors. Our strategy to address customer turnover may not be successful, or
the rate of customer turnover may be unacceptable. A high rate of customer
turnover could reduce our revenues and have a material adverse effect on our
competitive position and results of operations.

We are dependent on our FCC licenses, and our business could be harmed by
adverse regulatory changes.

The FCC regulates the licensing, construction, operation, sale and
interconnection arrangements of wireless telecommunications systems to varying
degrees, as do some state and local regulatory agencies. In addition, the FCC,
in conjunction with the FAA, regulates tower marking and lighting. We cannot
assure you that either the FCC, the FAA or the state and local agencies having
jurisdiction over our business will not adopt regulations or take other actions
that would adversely affect our business.

Our principal assets are our FCC licenses to provide cellular and personal
communications services. Our loss of any of those licenses would have a
material adverse effect on our business. Our FCC licenses are subject to
renewal in 2005, except for our cellular license for Myrtle Beach which is
subject to renewal in 2010. Our FCC licenses are also subject to potential
revocation if we do not comply with the FCC's rules.

S-11

Our success depends on our ability to attract and retain qualified personnel.

A small number of key executive officers manage our business. Their loss
could have a material adverse effect on our operations. We believe that our
future success will also depend in large part on our continued ability to
attract and retain highly qualified technical and management personnel. We
believe that there is, and will continue to be, intense competition for
qualified personnel in the personal communications services industry as the
emerging personal communications services market develops, and we cannot assure
you that we will be successful in retaining our key personnel or in attracting
and retaining other highly qualified technical and management personnel. We do
not presently maintain key-man life insurance on any of our executives or other
employees.

We will likely incur operating costs due to unauthorized use of our network.

As do most companies in the wireless industry, we will likely incur costs
associated with the unauthorized use of our network, including administrative
and capital costs associated with detecting, monitoring and reducing the
incidence of fraud. Fraud impacts interconnection costs, capacity costs,
administrative costs, fraud prevention costs and payments to other carriers for
unbillable fraudulent roaming.

The technologies that we use may become obsolete, which would limit our ability
to compete effectively and may result in increased costs to adopt a new
technology.

If our technologies become obsolete, we may need to purchase and install
equipment necessary to allow us to convert to new technologies to compete in
the wireless communications marketplace. We have employed digital wireless
communications technology using the current time division multiple access/IS-
136 standards. Other digital technologies such as code division multiple access
and global system for mobile communications may ultimately prove to be more
advantageous than time division multiple access. For example, code division
multiple access technology-based providers own licenses covering virtually all
of the United States population. In addition, it is possible that a digital
transmission technology other than time division multiple access technology
(including global system for mobile communications, the prevalent standard in
Europe) may gain sufficient acceptance in the United States to adversely affect
the resources currently devoted by vendors to improving time division multiple
access technology. If another technology becomes the preferred industry
standard, we may be at a competitive disadvantage, and competitive pressures
may require us to change our digital technology at substantial cost. We may not
be able to respond to those pressures and implement new technology on a timely
basis, or at an acceptable cost. If time division multiple access technology
becomes obsolete at some time in the future, and we are unable to effect a
cost-effective migration path, it could materially and adversely affect our
financial condition, results of operations and liquidity. Time division
multiple access/IS-136 standards may not always meet or exceed the capabilities
and quality of other technologies.

Although all three standards are digital transmission technologies and share
certain basic characteristics that differentiate them from analog transmission
technology, they are not compatible or interchangeable with each other. In
order to roam in other markets where no personal communications services
licensee utilizes the time division multiple access technology standard, our
subscribers must utilize tri-mode handsets to use an analog or digital cellular
system in such markets. Generally, tri-mode handsets are more expensive than
single or dual-mode handsets. The higher cost of these handsets may impede our
ability to attract subscribers or achieve positive cash flow as planned.

S-12

In addition, if AT&T Wireless and its affiliates discontinue the use of time
division multiple access digital technology and adopt a new technology, and we
do not adopt the new technology, our exclusivity rights will terminate under
our agreements with AT&T Wireless and its affiliates. We may not be able to
successfully purchase and install the equipment necessary to allow us to
convert to a new or different technology or to adopt a new or different
technology at an acceptable cost, if at all. In addition, the technologies that
we choose to invest in may not lead to successful implementation of our
business plan. AT&T Wireless has announced that it will adopt the global system
for mobile communications based GPRS technology standard for development of
advanced services such as high speed transmission of data. To the extent that
AT&T Wireless supplements its network with such technology, we may not be able
to offer AT&T Wireless' customers all such advanced services, and we may lose
the ability to collect roaming revenues from these services unless we also
supplement our network with such technology.

If hand-held phones pose health and safety risks, we may be subject to new
regulations, and there may be a decrease in demand for our services.

Media reports have suggested that, and studies are currently being
undertaken to determine whether, certain radio frequency emissions from
wireless handsets may be linked to various health concerns, including cancer,
and may interfere with various electronic medical devices, including hearing
aids and pacemakers. In addition, lawsuits have been filed against other
participants in the wireless industry alleging various adverse health
consequences as a result of wireless phone usage. If consumers' health concerns
over radio frequency emissions increase, they may be discouraged from using
wireless handsets, and regulators may impose restrictions on the location and
operation of cell sites. These concerns could have an adverse effect on the
wireless communications industry and expose wireless providers to further
litigation, which, even if not successful, can be costly to defend. These
concerns have received increased focus, including the adoption in July 2000 by
the leading industry trade group of a policy under which member handset
manufacturers will disclose emission levels. Additional studies of radio
frequency emissions are ongoing. The ultimate findings of these studies will
not be known until they are completed and made public. We cannot assure you
that government authorities will not increase regulation of wireless handsets
and cell sites as a result of these health concerns or that wireless companies
will not be held liable for costs or damages associated with these concerns.
The actual or perceived risk of radio frequency emissions could also adversely
affect us through a reduced subscriber growth rate, a reduction in subscribers,
reduced network usage per subscriber or reduced financing available to the
wireless communications industry. During the past two years, the FCC has
updated the guidelines and methods it uses for evaluating radio frequency
emissions from radio equipment, including wireless handsets. In addition,
interest groups have requested that the FCC investigate claims that time
division multiple access and other digital technologies pose health concerns
and cause interference with hearing aids and other medical devices. Although
the updates impose new restrictive standards on radio frequency emissions from
lower power devices such as wireless handsets, all wireless handsets that we
offer our customers comply with the proposed standards.

Our use of the SunCom brand name for marketing may link our reputation with
another SunCom company and may expose us to litigation.

S-13

services under the SunCom brand name will be associated with the reputation of
TeleCorp PCS, and any unfavorable consumer reaction to TeleCorp PCS could harm
consumer perception of the SunCom brand name and, in turn, could adversely
affect our own reputation.

AT&T Wireless has agreed to acquire TeleCorp PCS and announced its
expectation to discontinue the use of the SunCom brand name. We are currently
evaluating the impact of this transaction on our marketing strategy, and we
currently plan to continue using the SunCom brand.

Our ability to obtain access to additional radio frequency spectrum through
Lafayette Communications Company is subject to various uncertainties.

We may need additional spectrum in the future to meet demand for voice
services or the deployment of next generation data services. One of our primary
means to obtain access to additional spectrum for our personal communications
services network is through participation in FCC auctions. The FCC concluded
the bidding phase of its re-auction of licenses in the personal communications
services C and F Blocks in the 1900 megahertz band on January 26, 2001.
Although we did not participate in the auction, we have a non-controlling
equity interest in Lafayette Communications Company L.L.C., which did
participate in the auction. Of the 422 licenses offered, Lafayette was
announced the winning bidder of thirteen 10 megahertz C Block licenses and one
10 megahertz F Block license. Five of these licenses were among those held by
NextWave Personal Communications, Inc. On November 16, 2001, the FCC, NextWave
and the major auction winners, including Lafayette, signed an agreement under
which the auction winners would receive the disputed licenses. The settlement
was ratified by the Department of Justice on November 27, 2001, but is still
subject to approval by the bankruptcy court and is contingent on the passage of
legislation by Congress. Lafayette currently holds licenses in seventeen
markets in our service area and has additional applications to acquire licenses
pending. There can be no assurance that Lafayette will receive all licenses for
which it has pending applications or that the licenses will not be subject to
court challenge, which could cause a delay in issuance of the licenses. We may
not be successful in negotiating for use of spectrum acquired by Lafayette and
may need to obtain additional spectrum from other sources which may not be
available to us on commercially reasonable terms or at all.

The occurrence of extraordinary events, such as the attacks on the World Trade
Center and the Pentagon, may have a material adverse effect on our business.

On September 11, 2001, terrorists attacked the World Trade Center in New
York and the Pentagon in Washington D.C. While we have not yet fully analyzed
the impact that these and potential future similar events may have on our
business, it does not currently appear that our business will be negatively
impacted by these events. We cannot assure you, however, that any future
terrorist attacks or other acts of war will not have a material adverse effect
on our business, results of operations and financial condition.

We have incurred, and may continue to incur, operating losses.

We have incurred operating losses during the development and construction of
our personal communications services network and may continue to incur such
losses as we build our customer base. Now that we have launched all 37 markets
in our licensed area, our operating profitability will primarily depend on our
ability to:

. market our services successfully;

S-14

. achieve our projected market penetration;

. manage customer turnover rates effectively; and

. price our services competitively.

We may not be able to successfully accomplish these tasks, and if we do not,
we may not be able to achieve operating profitability or positive cash flow
from operating activities in the future. Personal communications services
systems have a limited operating history in the United States, and our
operation of these systems in our markets may not become profitable.

Our debt instruments contain restrictive covenants that may limit our operating
flexibility.

Our credit facility and the indentures governing our 11% senior subordinated
discount notes due 2008, our 9 3/8% senior subordinated notes due 2011 and our
8 3/4% senior subordinated notes due 2011 contain significant covenants that
limit our ability to engage in various transactions and, in the case of our
credit facility, require satisfaction of specified financial performance
criteria. In addition, under each of these documents, the occurrence of
specific events, in some cases after notice and grace periods, would constitute
an event of default permitting acceleration of the respective indebtedness.
These events include:

. failure to comply with a document's covenants;

. material inaccuracies of representations and warranties;

. specified defaults under or acceleration of other indebtedness; and

. events of bankruptcy or insolvency.

The limitations imposed by our outstanding indebtedness are substantial, and
failure to comply with them could have a material adverse effect on our
business. We are in full compliance with our debt covenants as of the date of
this prospectus.

A limited number of stockholders own a large amount of our stock; if they
decide to vote their shares together in furtherance of their own interests and
those interests are different from yours, the result could be that we will take
actions that are not in your interest.

As of September 30, 2001, J.P. Morgan Partners (23A SBIC), LLC, J.P. Morgan
SBIC LLC and its affiliates, Desai Capital Management Incorporated, Toronto
Dominion Capital (U.S.A.), Inc., First Union Affordable Housing Community
Development Corporation and its affiliates and Duff Ackerman Goodrich & Assoc.
L.P., our initial institutional investors, in the aggregate, control
approximately 55% of our total voting power, and Michael Kalogris and Steven
Skinner control approximately 9% of our total voting power, in the aggregate.
Those stockholders, other than J.P. Morgan SBIC LLC, have agreed that they will
vote their shares together to elect two of our directors and, so long as AT&T
Wireless PCS has the right to nominate a director under our certificate of
incorporation, to elect AT&T Wireless PCS's nominee. As a result of their share
ownership, these institutional investors and our management, if their interests
are aligned or if they decide to vote their shares together, have the ability
to control our future operations and strategy. Conflicts of interest between
the institutional investors and management stockholders and our public
stockholders may arise with respect to sales of shares of Class A common stock
owned by the institutional investors and management stockholders or other
matters. For example, sales of shares by the institutional investors and
management stockholders could result in a change of control under our credit
facility, which would constitute an event of default under the credit facility,
and

S-15

under our indentures, which would require us to offer to repurchase our 11%
senior subordinated discount notes due 2008, our 9 3/8% senior subordinated
notes due 2011 and our 8 3/4% senior subordinated notes due 2011. In addition,
the interests of our institutional investors and other existing stockholders
regarding any proposed merger or sale may differ from the interests of our
public stockholders, especially if the consideration to be paid for the Class A
common stock is less than the price paid by public stockholders.

In an investors' agreement, our initial institutional investors, other than
AT&T Wireless PCS, have agreed that investors holding 66 2/3% or more of the
Class A common stock and Class B non-voting common stock held by these
investors, in the aggregate, who propose to sell their shares of common stock
may require the other investors to also participate in any such sale. As a
result, such investors may have the effective right to sell control of Triton.

Our institutional investors invest in other personal communications services
companies, and conflicts of interest may arise from these investments and from
other directorships held by our directors that may not be resolved in our
favor.

Our principal institutional investors, or their affiliates, currently have
significant investments in personal communications services companies other
than Triton. These institutional investors may in the future invest in other
entities that compete with us. In addition, several of our directors serve as
directors of other communications services companies. As a result, these
directors may be subject to conflicts of interest during their tenure as
directors of Triton. Because of these potential conflicts, these directors may
be required to disclose periodically financial or business opportunities to us
and to the other companies to which they owe fiduciary duties.

We do not intend to pay dividends in the foreseeable future.

Our stock price is highly volatile.

The market price of our stock is highly volatile and subject to wide
fluctuations in response to factors such as the following, some of which are
beyond our control:

. quarterly variations in our operating results;

. operating results that vary from the expectations of securities analysts
and investors;

. changes in expectations as to our future financial performance,
including financial estimates by securities analysts and investors;

. changes in market valuations of other personal communications and
telecommunications services companies;

. announcements of technological innovations or new services by us or our
competitors; announcements by us or our competitors of significant
contracts, acquisitions, strategic partnerships, joint ventures or
capital commitments;

. additions or departures of key personnel;

S-16

. future sales of our securities; and

. stock market price and volume fluctuations.

Stock markets in the United States often experience extreme price and volume
fluctuations. Market fluctuations, as well as general political and economic
conditions such as a recession or interest rate or currency rate fluctuations,
could adversely affect the market price of our stock.

Future sales of shares of Class A common stock could depress the price of the
Class Acommon stock.

The market price of the Class A common stock could drop as a result of
significant sales in the market. The perception that such sales could occur may
also affect its trading price. These factors could also make it more difficult
for us to raise funds through future offerings of common stock.

As of September 30, 2001, there were 59,045,022 shares of Class A common
stock outstanding and 8,210,827 shares of Class B non-voting common stock
outstanding, all of which are convertible into Class A common stock on a one-
for-one basis in specified circumstances.

Of those shares, the 11.5 million shares sold in our initial public
offering, the 6.9 million shares sold by us and certain selling stockholders in
a secondary offering earlier this year and 1.6 million shares issued to
employees pursuant to option and stock purchase plans, as well as the shares
offered hereby, will be freely tradeable, except for any shares purchased by
our affiliates, as that term is defined in Rule 144 under the Securities Act
and subject to any vesting requirements for stock issued under our option and
stock purchase plans. The remaining shares are restricted securities which may
be resold under Rule 144. Certain of our executive officers and certain of the
selling stockholders who hold, as of September 30, 2001, an aggregate of
approximately 29.9 million shares of our Class A common stock and 8.2 million
shares of our Class B non-voting common stock have agreed to contractual lock-
ups with the underwriters for a period of 150 days after this offering, subject
to specified exceptions, but may resell their shares under Rule 144 after the
expiration of the 150 day lock-up. In addition, certain of our directors, the
remaining selling stockholders and certain other stockholders who hold, as of
September 30, 2001, an aggregate of 8.3 million shares of our Class A common
stock have agreed to contractual lock-ups with the underwriters for a period of
90 days after this offering, subject to specified exceptions, but may resell
their shares under Rule 144 after expiration of the 90 day lock-up. AT&T
Wireless, which holds 12.5 million shares of common stock issuable upon
conversion of our Series D preferred stock and additional shares of Class A
common stock issuable upon conversion of our Series A preferred stock, has not
agreed to a contractual lockup and currently may resell its shares pursuant to
Rule 144. Under Rule 144, holders that are not our affiliates who have held
restricted shares for more than two years may freely resell those shares at any
time, and those that are our affiliates or who have held restricted shares for
at least one year may resell those shares subject to the volume and other
limitations contained in Rule 144. In addition to their rights under Rule 144,
we have granted the holders of our restricted shares demand registration rights
that will entitle them to require us to register their shares.

As restrictions on resale end, the market price of our Class A common stock
could drop significantly if the holders of these securities sell them or are
perceived by the market as intending to sell them. In addition, Salomon Smith
Barney may in its own discretion, at any time, release all or any portion of
the shares subject to lock-up agreements.

S-17

Anti-takeover provisions affecting us could prevent or delay a change of
control that is beneficial to you.

Provisions of our certificate of incorporation and bylaws, provisions of our
debt instruments and other agreements, and provisions of applicable Delaware
law and applicable federal and state regulations may discourage, delay or
prevent a merger or other change of control that holders of our securities may
consider favorable. These provisions could:

. have the effect of delaying, deferring or preventing a change in control
of our company;

. discourage bids for our securities at a premium over the market price;

. adversely affect the market price of, and the voting and other rights of
the holders of, our securities; or

. impede the ability of the holders of our securities to change our
management.

In addition, our stockholders' agreement, credit facility and indentures for
our outstanding public debt contain limitations on our ability to enter into
change of control transactions.

Our business is subject to regulation by the FCC and state regulatory
commissions or similar state regulatory agencies in the states in which we
operate. The FCC and some states have statutes or regulations that would
require an investor who acquires a specified percentage of our securities or
the securities of one of our subsidiaries to obtain approval to own those
securities from the FCC or the applicable state commission.

Your ownership interest could be diluted upon conversion of our Series A
preferred stock.

AT&T Wireless owns 786,253 shares of our Series A preferred stock. The
Series A preferred stock has a liquidation value of $100 per share with
dividends accruing at an annual rate of $10 per share, compounding quarterly
from March 31, 1998. On or after February 4, 2006, AT&T Wireless may convert
each share of Series A preferred stock into a number of shares of common stock
equal to:

. $100 plus unpaid dividends on the share of Series A preferred stock

divided by

. the market price of one share of Class A common stock on the date of
conversion.

As a result, AT&T Wireless will be entitled to a larger number of shares of
Class A common stock if the market value of the Class A common stock declines.
Any conversion by AT&T Wireless will dilute the ownership interest of our
existing shares of Class A common stock, which could cause the price of shares
of our Class A common stock to decline.

S-18

CAPITALIZATION

The following table sets forth our cash and capitalization as of September
30, 2001:

. on an actual basis; and

. on an as adjusted basis to give effect to the issuance of $400.0 million
principal amount of our 8 3/4% senior subordinated notes due 2011 and
the application of approximately $390.0 million of net proceeds
therefrom, in November 2001.

This table should be read in conjunction with "Selected Historical
Consolidated Financial Data," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and our financial statements and
related notes thereto included elsewhere in this prospectus supplement.

Unaudited As of
September 30, 2001
-----------------------
Actual As Adjusted
---------- -----------
(in thousands)

Cash and cash equivalents.............................. $ 417,969 $ 417,969
========== ==========
Long-term obligations:
Bank credit facility................................. $ 575,000 $ 185,000
8 3/4% senior subordinated notes due 2011............ -- 400,000
9 3/8% senior subordinated notes due 2011............ 338,487 338,487
11% senior subordinated discount notes due 2008...... 425,644 425,644
Capital lease obligations............................ 2,921 2,921
---------- ----------
1,342,052 1,352,052
========== ==========
Series A redeemable convertible preferred stock, $.01
par value; 1,000,000 shares authorized, $.01 par
value, 786,253 shares issued and outstanding.......... 112,139 112,139
Shareholders' Equity:
Series B preferred stock, $.01 par value; 50,000,000
shares authorized, no shares issued or outstanding.. -- --
Series C preferred stock, $.01 par value; 3,000,000
shares authorized, no shares issued and
outstanding......................................... -- --
Series D preferred stock, $.01 par value; 16,000,000
shares authorized, 543,683 shares issued and
outstanding......................................... 5 5
Class A common stock, $.01 par value, 520,000,000
shares authorized, 59,146,267 shares issued and
59,045,022 outstanding.............................. 591 591
Class B non-voting common stock, $.01 par value;
60,000,000 shares authorized, 8,210,827 shares
issued and outstanding.............................. 82 82
Additional paid-in capital........................... 626,364 626,364
Accumulated deficit.................................. (493,421) (493,421)
Accumulated other comprehensive income/(loss)........ (20,994) (20,994)
Deferred compensation................................ (98,437) (98,437)
Common stock held in treasury, at cost............... (1,270) (1,270)
---------- ----------
Total shareholders' equity......................... 12,920 12,920
---------- ----------
Total capitalization............................... $1,467,111 $1,477,111
========== ==========

S-19

USE OF PROCEEDS

We will not receive any proceeds from the sale of shares by the selling
stockholders.

DIVIDEND POLICY

We have never declared or paid a cash dividend on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the development
and expansion of our business, and we do not anticipate paying any cash
dividends on our common stock. Any future determination to pay dividends will
be at the discretion of our board of directors and will be dependent upon then
existing conditions, including our financial condition and results of
operations, contractual restrictions, business prospects and other factors that
the board of directors considers relevant. Our ability to pay dividends is
restricted by the terms of our preferred stock, our indentures and our credit
facility.

PRICE RANGE OF CLASS A COMMON STOCK

Our Class A common stock began trading on the New York Stock Exchange under
the trading symbol "TPC" on July 31, 2001. From October 28, 1999 through July
30, 2001, our Class A common stock was traded on the Nasdaq National Market
under the trading symbol "TPCS". The following table provides the high and low
closing sales prices for our Class A common stock as reported on the New York
Stock Exchange or the Nasdaq National Market, as appropriate, since the Class A
common stock began trading publicly on October 28, 1999 for each of the periods
indicated:

Price of
Class A
Common Stock
-------------
High Low
------ ------

Year Ended December 31, 1999
Fourth Quarter (from October 28, 1999)....................... $47.19 $18.00

Year Ended December 31, 2000
First Quarter................................................ 68.88 39.38
Second Quarter............................................... 60.00 37.88
Third Quarter................................................ 59.25 25.00
Fourth Quarter............................................... 52.38 25.94

Year Ending December 31, 2001
First Quarter................................................ 45.69 29.44
Second Quarter............................................... 41.00 28.63
Third Quarter................................................ 42.36 31.99
Fourth Quarter (through December 6, 2001).................... 37.90 28.20

On December 6, 2001, the closing sales price for our Class A common stock as
reported on the New York Stock Exchange was $30.55.

S-20

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

S-21

Other Data:
Subscribers (end of
period)................ -- 33,844 195,204 446,401 361,590 617,804
Launched potential
customers
(end of period)........ -- 248,000 11,450,000 13,520,200 13,323,000 13,520,200
EBITDA(1)............... $(2,736) $ (12,737) $ (76,224) $ (22,490) $ (17,117) $ 46,065
Cash flows from:
Operating activities... $(1,077) $ (4,130) $ (51,522) $ (35,097) $ (40,108) $ 10,238
Investing activities... (478) (372,372) (191,538) (329,479) (280,909) (276,589)
Financing activities... 12,917 511,312 283,139 179,942 147,901 682,703

S-22

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Introduction

The following discussion and analysis is based upon our financial statements
as of the dates and for the periods presented in this section. You should read
this discussion and analysis in conjunction with our financial statements and
the related notes contained elsewhere in this prospectus supplement.

Triton was incorporated in October 1997. In February 1998, we entered into a
joint venture with AT&T Wireless. As part of the agreement, AT&T Wireless
contributed to us personal communications services licenses covering 20
megahertz, or "MHz," of authorized frequencies in a contiguous geographic area
encompassing portions of Virginia, North Carolina, South Carolina, Tennessee,
Georgia and Kentucky in exchange for an equity position in Triton. As part of
the transaction, we were granted the right to be the exclusive provider of
wireless mobility services using equal emphasis co-branding with AT&T within
our region.

On June 30, 1998, we acquired an existing cellular system serving Myrtle
Beach and the surrounding area from Vanguard Cellular Systems of South
Carolina, Inc. In connection with this acquisition, we began commercial
operations and earning recurring revenue in July 1998. We integrated the Myrtle
Beach system into our personal communications services network as part of our
initial network deployment. Substantially all of our revenues prior to 1999
were generated by cellular services provided in Myrtle Beach. Our results of
operations do not include the Myrtle Beach system prior to our acquisition of
that system.

We began generating revenues from the sale of personal communications
services in the first quarter of 1999 as part of our personal communications
services network build-out. We have successfully launched service in all 37
markets of our license area. Our network build-out currently focuses on
covering major highways linking the cities in our licensed area, as well as
neighboring cities where AT&T Wireless and other carriers use compatible
wireless technology.

Revenue

We derive our revenue from the following sources:

. Service. We sell wireless personal communications services. The various
types of service revenue associated with wireless communications
services for our subscribers include monthly recurring charges and
monthly non-recurring airtime charges for local, long distance and
roaming airtime used in excess of pre-subscribed usage. Our customers'
roaming charges are rate plan dependent and based on the number of
pooled minutes included in their plans. Service revenue also includes
monthly non-recurring airtime usage charges associated with our prepaid
subscribers and non-recurring activation and de-activation service
charges.

. Equipment. We sell wireless personal communications handsets and
accessories that are used by our customers in connection with our
wireless services.

. Roaming. We charge per minute fees to other wireless telecommunications
companies for their customers' use of our network facilities to place
and receive wireless services.

S-23

We believe our roaming revenues will be subject to seasonality. We expect to
derive increased revenues from roaming during vacation periods, reflecting the
large number of tourists visiting resorts in our coverage area. We believe that
our equipment revenues will also be seasonal, as we expect sales of telephones
to peak in the fourth quarter, primarily as a result of increased sales during
the holiday season. Although we expect our overall revenues to increase due to
increasing roaming minutes, our per-minute revenue will decrease over time
according to the terms of our agreements with AT&T wireless.

Costs and Expenses

Our costs of services and equipment include:

. Equipment. We purchase personal communications services handsets and
accessories from third party vendors to resell to our customers for use
in connection with our services. Because we subsidize the sale of
handsets to encourage the use of our services, the cost of handsets is
higher than the resale price to the customer. We do not manufacture any
of this equipment.

. Roaming Fees. We incur fees to other wireless communications companies
based on airtime usage by our customers on other wireless communications
networks.

. Transport and Variable Interconnect. We incur charges associated with
interconnection with other wireline and wireless carriers' networks.
These fees include monthly connection costs and other fees based on
minutes of use by our customers.

. Variable Long Distance. We pay usage charges to other communications
companies for long distance service provided to our customers. These
variable charges are based on our subscribers' usage, applied at pre-
negotiated rates with the other carriers.

. Cell Site Costs. We incur expenses for the rent of towers, network
facilities, engineering operations, field technician, and related
utility and maintenance charges.

Recent industry data indicate that transport, interconnect, roaming and long
distance charges that we currently incur will continue to decline, due
principally to competitive pressures and new technologies. Cell site costs are
expected to increase due to escalation factors included in the lease
agreements.

Other expenses include:

. Selling and Marketing. Our selling and marketing expense includes the
cost of brand management, external communications, retail distribution,
sales training, direct, indirect, third party and telemarketing support.

. General and Administrative. Our general and administrative expense
includes customer care, billing, information technology, finance,
accounting, legal services, network implementation, product development,
and engineering management. Functions such as customer care, billing,
finance, accounting and legal services are likely to remain centralized
in order to achieve economies of scale.

. Depreciation and Amortization. Depreciation of property and equipment is
computed using the straight-line method, generally over three to twelve
years, based upon estimated useful lives. Leasehold improvements are
amortized over the lesser of the useful lives of the assets or the term
of the lease. Network development costs incurred to ready our network
for use

S-24

are capitalized. Amortization of network development costs begins when
the network equipment is ready for its intended use and is amortized
over the estimated useful life of the asset. Our personal communications
services licenses and our cellular license are being amortized over a
period of 40 years.

. Non-cash Compensation. As of September 30, 2001, we recorded $98.4
million of deferred compensation associated with the issuances of our
common and preferred stock to employees. The compensation is being
recognized over the vesting period. In addition, we sold to certain
directors and an officer, subject to stock purchase agreements, an
aggregate of 3,400 shares of our Series C preferred stock. Compensation
expense was recognized for the excess of the fair market value at the
date of issuance over the amounts paid.

. Interest Income (Expense) and other. Interest income is earned primarily
on our cash and cash equivalents. Interest expense through September 30,
2001 consists of interest on Triton PCS's credit facility, the 11%
senior subordinated discount notes due 2008 and the 9 3/8% senior
subordinated notes due 2011, net of capitalized interest. Other expenses
include amortization of certain financing charges.

Our ability to improve our margins will depend on our ability to manage our
variable costs, including selling, general and administrative expense, costs
per gross added subscriber and costs of building out our network. We expect our
operating costs to grow as our operations expand and our customer base and call
volumes increase. Over time, these expenses should represent a reduced
percentage of revenues as our customer base grows. Management will focus on
application of systems and procedures to reduce billing expense and improve
subscriber communication. These systems and procedures will include debit
billing, credit card billing, over-the-air payment and Internet billing
systems.

Results of Operations

Nine months ended September 30, 2001 compared to the nine months ended
September 30, 2000

Net subscriber additions were 171,403 for the nine months ended September
30, 2001, bringing our total subscribers to 617,804 as of September 30, 2001.
The continued strong demand for our digital service offerings and pricing plans
has allowed us to sustain this level of subscriber growth.

The wireless industry typically generates a higher number of subscriber
additions and handsets sales in the fourth quarter of each year compared to the
other quarters. This is due to the use of retail distribution, which is
dependent on the holiday shopping season, the timing of new products and
service introductions, and aggressive marketing and sales promotions.

Subscriber attrition, or churn, was 1.93% and 1.81% for the nine months
ended September 30, 2001 and 2000, respectively. We believe that our churn rate
remains consistently low due to our high quality system performance, our
commitment to quality customer service and our focused collection efforts.

An important operating metric in the wireless industry is average revenue
per user, which summarizes the average monthly service revenue per customer.
Average revenue per user was $59.54 and $61.23 for the nine months ended
September 30, 2001 and 2000, respectively. We continue to focus on attracting
new customers with rate plans that provide more value to the customer.

S-25

Service revenues were $284.9 million and $151.0 million for the nine months
ended September 30, 2001 and 2000, respectively. Service revenues consist of
monthly recurring access and feature charges and monthly non-recurring charges
comprised primarily of roaming airtime usage and local and long distance usage
in excess of the pre-subscribed usage plans. The increase in service revenues
of $133.9 million over the same period in 2000 was due primarily to subscriber
growth. Equipment revenues were $19.5 million and $24.8 million for the nine
months ended September 30, 2001 and 2000, respectively. The equipment revenues
decrease of $5.3 million over the same period in 2000 was due primarily to a
decrease in the average sales price per handset sold, partially offset by an
increase in gross additions. Roaming revenues were $94.0 million and $71.6
million for the nine months ended September 30, 2001 and 2000, respectively.
The increase in roaming revenues of $22.4 million was due to increased roaming
minutes of use resulting from our roaming partners' continued subscriber growth
and our network build-out, partially offset by a contractual decrease in our
service charge per minute.

Costs of service were $127.4 million and $91.2 million for the nine months
ended September 30, 2001 and 2000, respectively. Costs of service are comprised
primarily of network operating costs, roaming expense and long distance
expense. The increase in costs of service of $36.2 million over the same period
in 2000 was due primarily to increased costs of expanding and maintaining our
wireless network to support an increase in the number of subscriber and roamer
minutes of use. Cost of equipment was $52.0 million and $46.3 million for the
nine months ended September 30, 2001 and 2000, respectively. The increase of
$5.7 million over the same period in 2000 is due primarily to an increase in
gross additions.

Selling and marketing costs were $77.8 million and $68.9 million for the
nine months ended September 30, 2001 and 2000, respectively. The increase of
$8.9 million over the same period in 2000 was primarily due to the expansion of
our sales distribution channels.

General and administrative expenses were $95.1 million and $58.2 million for
the nine months ended September 30, 2001 and 2000, respectively. The increase
of $36.9 million over the same period in 2000 was primarily due to the growth
of infrastructure and staffing related to information technology, customer care
and other administrative functions established in conjunction with the
corresponding growth in our subscriber base.

EBITDA is defined as operating loss plus depreciation and amortization
expense and non-cash compensation. We believe EBITDA provides meaningful
additional information on our operating results and on our ability to service
our long-term debt and other fixed obligations, as well as our ability to fund
our continued growth. EBITDA is considered by many financial analysts to be a
meaningful indicator of an entity's ability to meet its future financial
obligations. Growth in EBITDA is considered to be an indicator of future
profitability, especially in a capital-intensive industry such as wireless
telecommunications. EBITDA should not be construed as an alternative to
operating income (loss) as determined in accordance with United States GAAP, as
an alternate to cash flows from operating activities as determined in
accordance with United States GAAP or as a measure of liquidity. EBITDA was
$46.1 million and a loss of $17.1 million for the nine months ended September
30, 2001 and 2000, respectively. The increase of $63.2 million over the same
period in 2000 resulted primarily from Triton's growth as discussed in the
items above.

Non-cash compensation was $11.8 million and $5.3 million for the nine months
ended September 30, 2001 and 2000, respectively. The increase of $6.5 million
over the same period in 2000 was attributable to the vesting of an increased
number of restricted shares.

S-26

Depreciation and amortization expenses were $93.2 million and $69.0 million
for the nine months ended September 30, 2001 and 2000, respectively. The
increase of $24.2 million over the same period in 2000 relates to increases in
our network placed into service. Depreciation will continue to increase as
additional portions of our network are placed into service.

Interest and other expense was $87.4 million, net of capitalized interest of
$4.9 million, for the nine months ended September 30, 2001. Interest expense
was $38.9 million, net of capitalized interest of $7.9 million, for the nine
months ended September 30, 2000. The increase of $48.5 million over the same
period in 2000 relates primarily to interest accrued on the 9 3/8% senior
subordinated notes issued in January 2001 and additional draws on our credit
facility. For the nine months ended September 30, 2001, we had a weighted
average interest rate of 9.46% on our average borrowings under our bank credit
facility and our average obligation for the senior subordinated debt.

Interest income was $15.9 million and $4.8 million for the nine months ended
September 30, 2001 and 2000, respectively. The increase of $11.1 million over
the same period in 2000 was due primarily to higher average cash balances.

Net loss was $130.4 million and $125.4 million for the nine months ended
September 30, 2001 and 2000, respectively. The increase in net loss of $5.0
million over the same period in 2000 resulted primarily from the items
discussed above.

Year ended December 31, 2000 compared to the year ended December 31, 1999

Net subscriber additions were 251,197 and 161,360 for the years ended
December 31, 2000 and 1999, respectively. Subscribers were 446,401 and 195,204
as of December 31, 2000 and 1999, respectively. The increase in subscribers was
primarily due to offering twelve months of service in the 27 markets launched
as of December 31, 1999 as part of our network build-out, launching
10 additional markets between December 31, 1999 and December 31, 2000 as part
of the network build-out, and continued strong demand for our digital service
offerings and pricing plans.

The wireless industry typically generates a higher number of subscriber
additions and handset sales in the fourth quarter of each year compared to the
other quarters. This is due to the use of retail distribution, which is
dependent on the holiday shopping season, the timing of new products and
service introductions, and aggressive marketing and sales promotions.

Subscriber churn was 1.80% and 1.86% for the years ended December 31, 2000
and 1999, respectively. We believe that our churn rate remains consistently low
due to our high quality system performance, our commitment to quality customer
service and our focused collection efforts.

Average revenue per user was $60.99 and $57.81 for the years ended December
31, 2000 and 1999, respectively. We continue to focus on attracting new
customers with rate plans that provide more value to the customer at a higher
average customer bill.

Total revenue was $357.3 million and $133.2 million for the years ended
December 31, 2000 and 1999, respectively. Service revenue was $224.3 million
and $63.5 million for the years ended December 31, 2000 and 1999, respectively.
The increase in service revenue of $160.8 million was due primarily to growth
of subscribers. Equipment revenue was $34.5 million and $25.4 million for the
years ended December 31, 2000 and 1999, respectively. The equipment revenues
increase of $9.1 million was due primarily to the increase in gross additions.
Roaming revenue was $98.5 million and $44.3 million for the years ended
December 31, 2000 and 1999, respectively. The increase in roaming revenues of
$54.2 million was due to increased roaming minutes of use resulting from our
continued network build-out, partially offset by a contractual decrease in our
service charge per minute.

S-27

Cost of service was $125.3 million and $63.2 million for the years ended
December 31, 2000 and 1999, respectively. The increase in costs of service of
$62.1 million was due primarily to increased costs of expanding and maintaining
our wireless network to support an increase in the number of subscriber and
roamer minutes of use. Cost of equipment was $69.4 million and $44.3 million
for the years ended December 31, 2000 and 1999, respectively. The increase of
$25.1 million was due primarily to an increase in subscriber additions.

Selling and marketing costs were $100.4 million and $59.6 million for the
years ended December 31, 2000 and 1999, respectively. The increase of $40.8
million was primarily due to the expansion of our sales distribution channels
and advertising and promotion costs associated with the additional markets
launched.

General and administrative expenses were $84.7 million and $42.4 million for
the years ended December 31, 2000 and 1999, respectively. The increase of $42.3
million was primarily due to the development and growth of infrastructure and
staffing related to information technology, customer care, collections,
retention and other administrative functions established in conjunction with
launching additional markets and the corresponding growth in subscriber base.

EBITDA represents operating loss plus depreciation and amortization expense
and non-cash compensation. We believe EBITDA provides meaningful additional
information on our operating results and on our ability to service our long-
term debt and other fixed obligations as well as our ability to fund our
continued growth. EBITDA is considered by many financial analysts to be a
meaningful indicator of an entity's ability to meet its future financial
obligations. Growth in EBITDA is considered to be an indicator of future
profitability, especially in a capital-intensive industry such as wireless
telecommunications. EBITDA should not be construed as an alternative to
operating income (loss) as determined in accordance with United States GAAP, as
an alternate to cash flows from operating activities as determined in
accordance with United States GAAP, or as a measure of liquidity. EBITDA was a
loss of $22.5 million and a loss of $76.2 million for the years ended December
31, 2000 and 1999, respectively. The decrease in the loss of $53.7 million
resulted primarily from the items discussed above.

Non-cash compensation expense was $8.3 million and $3.3 million for the
years ended December 31, 2000 and 1999, respectively. The increase of $5.0
million is attributable to the vesting of an increased number of restricted
shares.

Depreciation and amortization expenses were $94.1 million and $45.5 million
for the years ended December 31, 2000 and 1999, respectively. The increase of
$48.6 million relates primarily to depreciation of our fixed assets as well as
the amortization on our personal communications services licenses and AT&T
agreements upon the commercial launch of our markets. Depreciation will
continue to increase as additional portions of our network are placed into
service.

Interest and other expense was $56.2 million, net of capitalized interest of
$9.5 million, for the year ended December 31, 2000. Interest and other expense
was $41.1 million, net of capitalized interest of $12.3 million, for the year
ended December 31, 1999. The increase of $15.1 million relates primarily to
additional draws on our credit facility totaling $182.8 million and less
capitalized interest as a result of assets placed into service. For the year
ended December 31, 2000, we had a weighted average interest rate of 10.98% on
our average borrowings under our bank credit facility and our average
obligation for the senior subordinated debt.

S-28

Interest income was $5.0 million and $4.9 million for the years ended
December 31, 2000 and 1999, respectively. The increase of $0.1 million was due
primarily to interest on slightly higher average cash balances.

Gain on sale of property, equipment and marketable securities was $11.9
million for the year ended December 31, 1999, relating primarily to the gain
recorded on the tower sale of $11.6 million, and the gain on the sale of
marketable securities of $1.0 million, partially offset by a $0.8 million loss
on the sale of furniture and fixtures. We recorded no gains or losses on the
sale of assets in 2000.

Net loss was $176.9 million and $149.4 million for the years ended December
31, 2000 and 1999, respectively. The net loss increase of $27.5 million
resulted primarily from the items discussed above.

Year ended December 31, 1999 compared to the year ended December 31, 1998

Total revenue was $133.2 million and $16.6 million for the years ended
December 31, 1999 and 1998, respectively. Service revenue was $63.5 million and
$11.2 million for the years ended December 31, 1999 and 1998, respectively.
Equipment revenue was $25.4 million and $0.8 million for the years ended
December 31, 1999 and 1998, respectively. Roaming revenue was $44.3 million and
$4.7 million for the years ended December 31, 1999 and 1998, respectively. This
revenue increase was primarily related to launching 27 markets as part of our
network build-out.

Cost of service and equipment was $107.5 million and $10.5 million for the
years ended December 31, 1999 and 1998, respectively. These costs were
primarily related to launching 27 markets as part of our network build-out.

Selling and marketing expenses were $59.6 million and $3.3 million for the
years ended December 31, 1999 and 1998, respectively. The increase of $56.3
million was due to increased salary and benefit expenses for new sales and
marketing staff and advertising and promotion associated with launching 27
markets as part of our network build-out.

General and administrative expenses were $42.4 million and $15.6 million for
the years ended December 31, 1999 and 1998, respectively. The increase of $26.8
million was due to the development and growth of infrastructure and staffing
related to information technology, customer care and other administrative
functions incurred in conjunction with the commercial launch of 27 markets
during 1999.

Non-cash compensation expense was $3.3 million and $1.1 million for the
years ended December 31, 1999 and 1998, respectively. This increase is
attributable to the issuance of additional shares in 1999 and to an increase in
the vesting of certain restricted shares as compared to the same period in
1998.

Depreciation and amortization expense was $45.5 million and $6.7 million for
the years ended December 31, 1999 and 1998, respectively. This increase of
$38.8 million was related to depreciation of our fixed assets, as well as the
initiation of amortization on personal communications services licenses and the
AT&T agreements upon the commercial launch of our markets.

Interest expense was $41.1 million, net of capitalized interest of $12.3
million, and $30.4 million, net of capitalized interest of $3.5 million, for
the years ended December 31, 1999 and 1998, respectively. The increase is
attributable to increased borrowings as compared to the same period in 1998.

S-29

Interest income was $4.9 million and $10.6 million for the years ended
December 31, 1999 and 1998, respectively. This reduction is due primarily to
lower average cash balances resulting from the continued network build-out.

Gain on sale of property, equipment and marketable securities was $11.9
million for the year ended December 31, 1999, relating primarily to the gain
recorded on the tower sale of $11.6 million, and the gain on the sale of
marketable securities of $1.0 million, partially off set by a $0.8 million loss
on the sale of furniture and fixtures. We recorded no gains on the sale of
assets in 1998.

Income tax benefit for years ended December 31, 1999 and 1998 was $0 and
$7.5 million, respectively. The decrease was due to the inability to recognize
additional tax benefits in 1999.

Net loss was $149.4 million and $32.7 million for the years ended December
31, 1999 and 1998, respectively. The net loss increased $116.7 million
primarily due to the initial launch of commercial service as discussed in the
items above.

Liquidity and Capital Resources

We expect to fund our capital requirements with:

. the proceeds from equity offerings;

. borrowings under Triton PCS's credit facility; and

. the proceeds from Triton PCS's prior offering of senior subordinated
notes.

We estimate that, since our inception, we have spent approximately $1.4
billion on the completion of our network, which allows us to offer services to
approximately 80% of the potential customers in our licensed area. These
capital outlays included license acquisition costs, capital expenditures for
network construction, funding of operating cash flow losses and other working
capital costs, debt service and financing fees and expenses. We may have
additional capital requirements, which could be substantial that may result
from our acquisition of new broadband personal communications services licenses
or for future upgrades for advances in new technology.

We believe that the proceeds from this offering coupled with cash on hand
and available credit facility borrowings will be sufficient to meet our
projected capital requirements through the conclusion of our network build
plan. Although we estimate that these funds will be sufficient to build out our
network and to enable us to offer services to over 80% of the potential
customers in our licensed area, it is possible that additional funding will be
necessary for further upgrades to our network.

Preferred Stock. As part of our joint venture agreement with AT&T Wireless,
we issued 732,371 shares of our Series A preferred stock to AT&T Wireless PCS.
The Series A preferred stock provides for cumulative dividends at an annual
rate of 10% on the $100 liquidation value per share plus unpaid dividends.
These dividends accrue and are payable quarterly; however, we may defer all
cash payments due to the holders until June 30, 2008, and quarterly dividends
are payable in cash thereafter. To date, all such dividends have been deferred.
The Series A preferred stock is redeemable at the option of its holders
beginning in 2018 and at our option, at its liquidation value, plus unpaid
dividends, on or after February 4, 2008. On or after February 4, 2006, the
Series A preferred stock is also convertible at the option of its holders for
shares of our Class A common stock having a market value equal to the
liquidation value plus unpaid dividends on Series A preferred stock. We may not
pay dividends on, or, subject to specified exceptions, repurchase shares of,
our common stock without the consent of the holders of the Series A preferred
stock.

S-30

Credit Facility. On September 14, 2000, Triton PCS entered into an amended
and restated loan agreement that provided for a senior secured bank facility
with a group of lenders for an aggregate amount of $750.0 million of
borrowings. The bank facility provides for:

. a $175.0 million senior secured Tranche A term loan maturing on August
4, 2006;

. a $150.0 million senior secured Tranche B term loan maturing on May 4,
2007;

. a $175.0 million senior secured Tranche C term loan maturing on August
4, 2006;

. a $150.0 million senior secured Tranche D term loan maturing on August
4, 2006; and

. a $100.0 million senior secured revolving credit facility maturing on
August 4, 2006.

The terms of the bank facility permit Triton PCS to draw up to $750.0
million to finance working capital requirements, capital expenditures,
permitted acquisitions and other corporate purposes. The borrowings under these
facilities are subject to customary terms and conditions. As of September 30,
2001, after giving pro forma effect to the application of the net proceeds from
the offering of its 8 3/4% senior subordinated notes due 2011, Triton PCS had
outstanding borrowings of:

. approximately $14.4 million under the Tranche A term loan;

. $150.0 million under the Tranche B term loan;

. approximately $14.4 million under the Tranche C term loan;

. approximately $6.2 million under the Tranche D term loan; and

. there was no outstanding debt under the revolver.

In addition, Triton PCS has amended its credit facility extending the
availability period for $71.5 million of the remaining $75.0 million unfunded
commitment under the Tranche D term loan from December 31, 2001 to December 31,
2002.

Triton PCS must begin to repay the term loans in quarterly installments,
beginning on February 4, 2002, and the commitments to make loans under the
revolving credit facility are automatically and permanently reduced beginning
on August 4, 2004. In addition, the credit facility requires Triton PCS to make
mandatory prepayments of outstanding borrowings under the credit facility,
commencing with the fiscal year ending December 31, 2001, based on a percentage
of excess cash flow and contains financial and other covenants customary for
facilities of this type, including limitations on investments and on Triton
PCS's ability to incur debt and pay dividends.

S-31

Senior Subordinated Notes. On May 7, 1998, Triton PCS completed an offering
of $512.0 million aggregate principal amount at maturity of 11% senior
subordinated discount notes due 2008 under Rule 144A of the Securities Act. The
proceeds of the offering, after deducting the initial purchasers' discount,
were $291.0 million. The notes are guaranteed by all of Triton PCS's
subsidiaries. The indenture for the notes contains customary covenants,
including covenants that limit our subsidiaries' ability to pay dividends to
us, make investments and incur debt. The indenture also contains customary
events of default.

On January 19, 2001, Triton PCS completed the private sale of $350.0 million
principal amount of its 9 3/8% senior subordinated notes due 2011 under Rule
144A of the Securities Act. The proceeds of the offering, after deducting the
initial purchasers' discount and estimated expenses, were $337.5 million. The
notes are guaranteed by all of the domestic subsidiaries of Triton PCS. The
indenture for the notes contains customary covenants, including covenants that
limit our subsidiaries' ability to pay dividends to us, make investments and
incur debt. The indenture also contains customary events of default. On June
15, 2001, Triton PCS closed its registered exchange offer of $350.0 million
principal amount of its 9 3/8% senior subordinated notes due 2011 for $350.0
million principal amount of newly issued 9 3/8% senior subordinated notes due
2011, which have been registered under the Securities Act of 1933.

On November 14, 2001, Triton PCS completed the private sale of $400.0
million principal amount of 8 3/4% senior subordinated notes due 2011 under
Rule 144A of the Securities Act. The proceeds of the offering, after deducting
the initial purchasers' discount and estimated expenses, were approximately
$390.0 million. The notes are guaranteed by all of the subsidiaries of Triton
PCS. The indenture for the notes contains customary covenants, including
covenants that limit our subsidiaries' ability to pay dividends to us, make
investments and incur debt. The indenture also contains customary events of
default.

Equity Offering. On February 28, 2001, we issued and sold 3,500,000 shares
of Class A common stock in a public offering at $32 per share and raised
approximately $106.1 million, net of $5.9 million of costs.

Historical Cash Flow.

As of September 30, 2001, we had $418.0 million in cash and cash
equivalents, as compared to $1.6 million in cash and cash equivalents at
December 31, 2000. Net working capital was $349.3 million at September 30, 2001
and $(54.3) million at December 31, 2000. The $10.2 million of cash provided by
operating activities during the nine-month period ended September 30, 2001 was
the result of our net loss of $130.4 million and $9.0 million of cash used by
changes in working capital, partially offset by $149.6 million of depreciation
and amortization, accretion of interest, non-cash compensation and bad debt
expense. The $276.6 million of cash used by investing activities during the
nine-month period ending September 30, 2001 was related to capital expenditures
associated with network build-out. These capital expenditures were made
primarily to enhance and expand our wireless network in order to increase
capacity and to satisfy subscriber needs and competitive requirements. We will
continue to upgrade our network capacity and service quality to support our
anticipated subscriber growth. The $682.7 million provided by financing
activities during the nine-month period ending September 30, 2001 relates
primarily to our $281.0 million draw against our credit facility, $337.5
million of net proceeds from our 9 3/8% notes offering, and $106.7 million of
net proceeds from our equity offering, partially offset by $38.8 million of
credit facility payments.

S-32

As of September 30, 2000, we had $13.1 million in cash and cash equivalents,
as compared to $186.3 million in cash and cash equivalents at December 31,
1999. Net working capital was $(5.3) million at September 30, 2000 and $134.7
million at December 31, 1999. The $40.1 million of cash used in operating
activities during the nine-month period ended September 30, 2000 was the result
of our net loss of $125.4 million and $24.6 million of cash used by changes in
working capital, partially offset by $109.9 million of depreciation and
amortization, accretion of interest, non-cash compensation and bad debt
expense. The $280.9 million of cash used by investing activities during the
nine-month period ending September 30, 2000 was related to capital expenditures
associated with our network build-out. These capital expenditures were made
primarily to enhance and expand our wireless network in order to increase
capacity and to satisfy subscriber needs and competitive requirements. We will
continue to upgrade our network capacity and service quality to support our
anticipated subscriber growth. The $147.9 million provided by financing
activities during the nine-month period ending September 30, 2000 relates
primarily to our $150.0 million draw against our credit facility.

As of December 31, 2000, we had $1.6 million in cash and cash equivalents,
as compared to $186.3 million in cash and cash equivalents at December 31,
1999. Net working capital was $(54.3) million at December 31, 2000 and $134.7
million at December 31, 1999. The $35.1 million of cash used in operating
activities during the year ended December 31, 2000 was the result of our net
loss of $176.9 million and $11.3 million of cash used by changes in working
capital and other long-term assets, partially offset by $153.1 million of
depreciation and amortization, accretion of interest, non-cash compensation,
deferred income taxes and bad debt expense. The $329.5 million of cash used by
investing activities during the year ended December 31, 2000 was related to
capital expenditures associated with our network build-out. These capital
expenditures were made primarily to enhance and expand our wireless network in
order to increase capacity and to satisfy subscriber needs and competitive
requirements. We will continue to upgrade our network capacity and service
quality to support our anticipated subscriber growth. The $179.9 million
provided by financing activities during the year ended December 31, 2000
relates primarily to our $182.8 million draw against our credit facility.

As of December 31, 1999, Triton had $186.3 million in cash and cash
equivalents, as compared to $146.2 million in cash and cash equivalents at
December 31, 1998. Net working capital was $134.7 million at December 31, 1999
and $146.2 million at December 31, 1998. The $51.5 million of cash used in
operating activities during the year ended December 31, 1999 was the result of
our net loss of $149.4 million, partially offset by $20.0 million of cash
provided by changes in working capital and other long-term assets and by $77.9
million of depreciation and amortization, gain on sale of property, equipment
and marketable securities, accretion of interest, non-cash compensation and bad
debt expense. The $191.5 million of cash used by investing activities during
the year ending December 31, 1999 relates primarily to capital expenditures of
$285.9 million associated with our network build-out, partially offset by $69.7
million of cash proceeds from our sale of property and equipment and net
proceeds of $24.6 million on the sale of marketable securities. The $283.1
million provided by financing activities during the year ending December 31,
1999 relates primarily to the $190.2 million of net proceeds from our initial
public offering and $95.0 million of proceeds from the issuance of stock in
connection with a private equity investment.

As of December 31, 1998, Triton had $146.2 million in cash and cash
equivalents, as compared to $11.4 million in cash and cash equivalents at
December 31, 1997. Net working capital was $146.2 million at December 31, 1998.
The $4.1 million of cash used in operating activities during the year ended
December 31, 1998 was the result of our net loss of $32.7 million partially
offset by

S-33

$5.1 million of cash provided by changes in working capital and $23.5 million
of depreciation and amortization, deferred income taxes, accretion of interest,
non-cash compensation and bad debt expense. The $372.4 million of cash used by
investing activities during the year ending December 31, 1998 relates primarily
to capital expenditures of $87.7 million associated with our network build-out,
$261.0 million of cash used to acquire the Myrtle Beach and Norfolk markets and
$23.6 million purchase of marketable securities. The $511.3 million provided by
financing activities during the year ending December 31, 1998 relates primarily
to the $291.0 million of proceeds from Triton PCS's 11% subordinated debt
offering, $49.4 million of proceeds from the issuance of stock in connection
with the Myrtle Beach and Norfolk transactions, $33.3 million of proceeds from
the issuance of stock in connection with a private equity investment and a
$150.0 million draw against Triton PCS's credit facility.

New Accounting Pronouncements

On July 20, 2001, the Financial Accounting Standards Board issued SFAS No.
141, "Business Combinations". SFAS No. 141 supercedes Accounting Principles
Board Opinion No. 16, "Business Combinations". The most significant changes
made by SFAS No. 141 are: (i) requiring that the purchase method of accounting
be used for all business combinations; and (ii) establishing specific criteria
for the recognition of intangible assets separately from goodwill. These
provisions are effective for business combinations for which the date of
acquisition is subsequent to June 30, 2001.

On July 20, 2001, the Financial Accounting Standards Board issued SFAS No.
142, "Goodwill and Other Intangible Assets". SFAS No. 142 supercedes Accounting
Principles Board Opinion No. 17, "Intangible Assets". SFAS No. 142 primarily
addresses the accounting for goodwill and intangible assets subsequent to their
acquisition. The provisions of SFAS No. 142 will be effective for fiscal years
beginning after December 15, 2001, except for certain provisions related to
goodwill and intangible assets which are acquired after June 30, 2001.
Management is currently evaluating the impact this statement will have on our
financial position or results of operations.

On October 22, 2001, the Financial Accounting Standards Board issued SFAS
No. 143, "Accounting for Obligations Associated with the Retirement of Long-
Lived Assets". SFAS No. 143 primarily establishes accounting standards for the
recognition and measurement of an asset retirement obligation and its
associated asset retirement costs. The provisions of SFAS No. 143 will be
effective for fiscal years beginning after June 15, 2002. Management is
currently evaluating the impact this statement will have on our financial
position or results of operations.

On October 18, 2001, the Financial Accounting Standards Board issued SFAS
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS
No. 144 supercedes SFAS No. 121, "Accounting for the Impairment of Long-Lived
Assets and for Long-Lived Assets to Be Disposed Of". SFAS No. 144 primarily
addresses significant issues relating to the implementation of SFAS No. 121 and
develops a single accounting model for long-lived assets to be disposed of,
whether previously held and used or newly acquired. The provisions of SFAS No.
144 will be effective for fiscal years beginning after December 15, 2001.
Management is currently evaluating the impact this statement will have on our
financial position or results of operations.

Inflation

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

S-34

Qualitative and Quantitative Disclosures about Market Risks

We are highly leveraged and, as a result, our cash flows and earnings are
exposed to fluctuations in interest rates. Our debt obligations are U.S. dollar
denominated. Our market risk, therefore, is the potential loss arising from
adverse changes in interest rates. At September 30, 2001, the debt can be
categorized as follows (dollars in thousands).

Fixed interest rates:
Senior subordinated debt......................................... $764,131
Subject to interest rate fluctuations:
Bank credit facility............................................. $575,000

Our interest rate risk management program focuses on minimizing exposure to
interest rate movements, setting an optimal mixture of floating and fixed rate
debt and minimizing liquidity risk. To the extent possible, we manage interest
rate exposure and the floating to fixed ratio through our borrowings, but
sometimes we may use interest rate swaps to adjust our risk profile. We
selectively enter into interest rate swaps to manage interest rate exposure
only.

On January 1, 2001, we adopted SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", as amended by SFAS No. 137 and SFAS No.
138. As a result of the adoption of SFAS No. 133, we now recognize all
derivatives on the balance sheet at fair value. As of September 30, 2001, all
derivatives met the required criteria for a cash flow hedge and, as a result,
changes in fair value were primarily recorded in Accumulated Other
Comprehensive Income and reclassified into earnings as the underlying hedged
item affects earnings. On November 14, 2001, we completed the private sale of
our 8 3/4% senior subordinated notes due 2011. Net proceeds from this offering
of approximately $390.0 million were used to repay variable rate borrowings
under our credit facility. All derivatives, which had fixed the interest rate
on the repaid debt, will no longer qualify as cash flow hedges. Therefore,
changes in the fair value of these non-qualifying derivatives will be recorded
as other income (expense) as appropriate. Accordingly, we expect to incur other
expense of approximately $8 million to $12 million in the fourth quarter of
2001. If interest rates rise over the remaining term of these derivatives, as
expected, we should realize other income of approximately $2 million for each
50 basis point increase in interest rates.

Interest Rate Risk Management Agreements

We utilize interest rate swaps to hedge against the effect of interest rate
fluctuations on Triton PCS's senior debt portfolio. We do not hold or issue
financial instruments for trading or speculative purposes. Swap counterparties
are major commercial banks. Through September 30, 2001, Triton PCS had entered
into 13 interest rate swap transactions having an aggregate non-amortizing
notional amount of $480.0 million. Under these interest rate swap contracts,
Triton PCS agrees to pay an amount equal to a specified fixed-rate of interest
times a notional principal amount and to receive in turn an amount equal to
specified variable-rate of interest times the same notional amount. The
notional amounts of the contracts are not exchanged. Net interest positions are
settled quarterly. A 100 basis point fluctuation in market rates would not have
a material effect on our overall financial condition.

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Information, as of September 30, 2001, for the interest rate swaps we have
entered into is as follows:

Receivable/
Term Notional Rate Rate (Payable) Fair Value
---- -------- ---- ---- ----------- ----------

12/8/98-12/4/03 $35,000,000 4.805% 3.3918% $ (35,241) $(1,026,790)
12/8/98-12/4/03 $40,000,000 4.760% 3.3918% $ (38,925) $(1,128,022)
6/12/00-6/12/03 $75,000,000 6.9025% 3.137% $(140,224) $(4,814,929)
6/15/00-6/16/03 $50,000,000 6.895% 3.137% $ (72,819) $(3,212,461)
7/17/00-7/15/03 $25,000,000 6.89% 3.1907% $(166,833) $(1,801,097)
8/15/00-8/15/03 $25,000,000 6.89% 3.244% $(108,361) $(1,775,107)
4/6/01-4/6/06 $50,000,000 4.48% 4.2668% $ (78,844) $(1,621,815)
4/6/01-4/6/06 $75,000,000 4.48% 4.2668% $(118,266) $(2,519,086)
4/6/01-4/6/06 $25,000,000 4.48% 4.2668% $ (39,422) $ (810,502)
4/6/01-4/6/06 $10,000,000 4.475% 4.2668% $ (15,648) $ (324,158)
4/6/01-4/6/06 $25,000,000 4.4775% 4.2668% $ (39,271) $ (812,708)
4/24/01-4/24/06 $30,000,000 4.02% 4.2668% $ (17,897) $ (748,477)
4/24/01-4/24/06 $15,000,000 4.02% 4.2668% $ (8,948) $ (398,732)

The swaps commencing on April 6, 2001 can be terminated at the banks' option
on April 7, 2003. The swaps commencing on April 24, 2001 can be terminated at
the banks' option on April 24, 2002 and quarterly thereafter.

The variable rate is capped at 7.5% for interest rate swaps commencing on
6/12/00 through 8/15/00.

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

S-36

BUSINESS

Overview

We are a rapidly growing provider of wireless communications services in the
southeastern United States. Our wireless communications licenses cover
approximately 13.5 million potential customers in a contiguous geographic area
encompassing portions of Virginia, North Carolina, South Carolina, Tennessee,
Georgia and Kentucky. In February 1998, we entered into a joint venture with
AT&T Wireless. As part of the agreement, AT&T Wireless contributed personal
communications services licenses for 20 MHz, of authorized frequencies covering
11.2 million potential customers within defined areas of our region in exchange
for an equity position in Triton. Since that time, we have expanded our
coverage area to include an additional 2.3 million potential customers through
acquisitions and license exchanges with AT&T Wireless. As part of the
transactions with AT&T Wireless, we were granted the right to be the exclusive
provider of wireless mobility services using equal emphasis co-branding with
AT&T within our region. We believe our markets are strategically attractive
because of their proximity to AT&T Wireless' wireless systems in the
Washington, D.C., Charlotte, North Carolina and Atlanta, Georgia markets, which
collectively cover a population of more than 28.5 million individuals. Our
market location is attractive as we are the preferred provider of wireless
mobility services to AT&T Wireless' digital wireless customers who roam into
our markets. Our strategy is to provide extensive coverage to customers within
our region, to offer our customers coast-to-coast coverage and to benefit from
roaming revenues generated by AT&T Wireless' and other carriers' wireless
customers who roam into our covered area. Our management team is led by Michael
Kalogris and Steven Skinner, the former Chief Executive Officer and Chief
Operating Officer of Horizon Cellular Group, respectively.

As of September 30, 2001, we had successfully launched personal
communications services in all of our 37 markets. Our network in these markets
included 1,961 cell sites and seven switches. Our markets have attractive
demographic characteristics for wireless communications services, including
population densities that are 80% greater than the national average. Since we
began offering services in these 37 markets, our subscriber base and the number
of minutes generated by non-Triton subscribers roaming onto our network have
grown dramatically.

From our initial launch of personal communications services in January 1999
to September 30, 2001, our subscriber base has grown from 33,844 subscribers to
617,804 subscribers, with 57,152 additional subscribers coming in the third
quarter of 2001 alone. Roaming minutes generated by non-Triton subscribers
since January 1999 have increased from approximately 0.7 million minutes per
month to approximately 61.7 million minutes per month, with roaming minutes
rising from 56.5 million in the fourth quarter of 1999 to 172.6 million minutes
in the third quarter of 2001.

Our goal is to provide our customers with simple, easy-to-use wireless
services with coast-to-coast service, superior call quality, personalized
customer care and competitive pricing. We utilize a mix of sales and
distribution channels, including, as of September 30, 2001, a network of 111
company-owned SunCom retail stores, local and nationally recognized retailers
such as Circuit City, Staples, Best Buy, Metro Call and Zap's, and 85 direct
sales representatives covering corporate accounts.

Strategic Alliance with AT&T Wireless

One of our most important competitive advantages is our strategic alliance
with AT&T Wireless, one of the largest providers of wireless communications
services in the United States. As part of its

S-37

strategy to rapidly expand its digital wireless coverage in the United States,
AT&T Wireless has focused on constructing its own network and making strategic
acquisitions in selected cities, as well as entering into agreements with other
independent wireless operators, including Triton, to construct and operate
personal communications services networks in other markets.

Our strategic alliance with AT&T Wireless provides us with many business,
operational and marketing advantages, including the following:

. Exclusivity. We are AT&T Wireless' exclusive provider of facilities-
based wireless mobility communications services using equal emphasis co-
branding with AT&T in our covered markets, and, from time to time, we
may participate with AT&T Wireless in other programs.

. Volume Discounts. We receive preferred terms on certain products and
services, including handsets, infrastructure equipment and
administrative support from companies who provide these products and
services to AT&T.

. Marketing. We benefit from AT&T's nationwide marketing and advertising
campaigns, including the success of AT&T's national rate plans, in the
marketing of our own plans.

Competitive Strengths

In addition to the advantages provided by our strategic alliance with AT&T
Wireless, we have a number of competitive strengths, including the following:

. Attractive Licensed Area. Our markets have favorable demographic
characteristics for wireless communications services, such as population
densities that are 80% greater than the national average.

S-38

access digital technology. We believe that the quality and extensive
coverage of our network provide a strategic advantage over wireless
communications providers that we compete against.

. Experienced Management. We have a management team with a high level of
experience in the wireless communications industry. Our senior
management team has an average of 14 years of experience with wireless
leaders such as AT&T, Verizon Communications, Horizon Cellular and
ALLTEL Communications Inc. Our senior management team also owns in
excess of 10% of our outstanding Class A common stock.

. Strong Capital Base. We believe that we have sufficient capital and
availability under our credit facility to fund the build-out of our
current network plan. On January 19, 2001, we completed the private sale
of $350.0 million aggregate principal amount of our 9 3/8% senior
subordinated notes due 2011 for net proceeds of approximately $337.5
million, and on November 14, 2001, we completed the private sale of
$400.0 million principal amount of our 8 3/4% senior subordinated notes
due 2011 for net proceeds of approximately $390.0 million. On February
28, 2001, we issued and sold 3,500,000 shares of our Class A common
stock in a public offering at $32 per share and raised approximately
$106.1 million, net of $5.9 million of costs. As of September 30, 2001,
we had total capital of approximately $2.1 billion, $418.0 million of
available cash and $175.0 million of available borrowings under our
credit facility.

Business Strategy

Our objective is to become the leading provider of wireless communications
services in the markets we serve. We intend to achieve this objective by
pursuing the following business strategies:

. Operate a Superior, High Quality Network. We are committed to making the
capital investment required to develop and operate a superior, high
quality network. We believe this network will enable us to provide
extensive coverage within our region and consistent quality performance,
resulting in a high level of customer satisfaction.

. Provide Superior Coast-to-Coast and In-Market Coverage. Our market
research indicates that scope and quality of coverage are extremely
important to customers in their choice of a wireless service provider.
We have designed extensive local calling areas, and we offer coast-to-
coast coverage through our arrangements with AT&T Wireless, its
affiliates and other third-party roaming partners. Our network covers
those areas where people are most likely to take advantage of wireless
coverage, such as suburbs, metropolitan areas and vacation locations.

. Provide Enhanced Value at Low Cost. We offer our customers advanced
services and features at competitive prices. Our affordable, simple
pricing plans are designed to promote the use of wireless services by
enhancing the value of our services to our customers. We include usage-
enhancing features such as call waiting, voice mail, three-way
conference calling and short message service in our basic packages. We
also allow customers to purchase large packages of minutes per month for
a low fixed price.

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. Deliver Quality Customer Service. We believe that superior customer
service is a critical element in attracting and retaining customers. Our
systems have been designed with open interfaces to other systems. This
design allows us to select and deploy the best software package for each
application in our administrative systems. Our point-of-sale activation
process is designed to ensure quick and easy service initiation,
including customer qualification. We also emphasize proactive and
responsive customer care, including rapid call-answer times, welcome
packages and anniversary calls. We currently operate state-of-the-art
customer care facilities in Richmond, Virginia and Charleston, South
Carolina that house our customer service and collections personnel.

License Acquisition Transactions

Our original personal communications services licenses were acquired as part
of our joint venture agreement with AT&T Wireless.

On June 30, 1998, we acquired an existing cellular system serving Myrtle
Beach and the surrounding area from Vanguard Cellular Systems for a purchase
price of approximately $164.5 million. We integrated the Myrtle Beach system,
which used time division multiple access digital technology, into our personal
communications services network as part of our initial network deployment.
Substantially all of our revenues prior to 1999 were generated by services
provided in Myrtle Beach. We have used our position in Myrtle Beach to secure
roaming arrangements with other carriers that enable us to offer regional
calling plans on a cost-effective basis.

On December 31, 1998, we acquired from AT&T Wireless a personal
communications services license covering the Norfolk, Virginia basic trading
area, as well as a recently deployed network plant and infrastructure, for an
aggregate purchase price of $111.0 million. The integration and launch of our
Norfolk personal communications services were completed as part of our initial
network build-out.

On June 8, 1999, we completed an exchange of personal communications
services licenses with AT&T Wireless. As part of this transaction, we
transferred Hagerstown and Cumberland, Maryland personal communications
services licenses that cover approximately 512,000 potential customers, with an
estimated value of $5.1 million, for Savannah and Athens, Georgia personal
communications services licenses that cover approximately 517,000 potential
customers, with an estimated value of $15.5 million. We also issued to AT&T
Wireless PCS 53,882 shares of our Series A preferred stock and 42,739 shares of
our Series D preferred stock, with estimated values of $5.8 million and
$4.6 million, respectively, in connection with the exchange. The build-out of
our Savannah and Athens licenses has been completed.

On November 15, 2001, AT&T Wireless PCS agreed to partition and disaggregate
its broadband PCS A Block license for the Atlanta major trading area by
assigning to us 20 MHz of spectrum for Bulloch County, Georgia and Screven
County, Georgia, and we agreed to partition our broadband PCS A Block license
for the Kingsport, Tennessee basic trading area by assigning to AT&T Wireless
PCS all of our spectrum in Greene County, Tennessee. AT&T Wireless PCS may at
its option elect to receive a cash payment of $10.4 million from us, in which
case, we would keep our spectrum in Greene County, Tennessee. Applications for
FCC approval of this swap transaction were filed with the FCC on November 26,
2001, and FCC approval is pending.

S-40

Summary Market Data

The following table presents statistical information concerning the markets
covered by our licenses.

Estimated%
Growth Traffic
Licensed Areas(1) Customers(2) 1998-2003 Density(3) Density(4)
----------------- ------------ ---------- ---------- ----------

Charlotte Major Trading
Area
Anderson, SC............... 346.6 1.28% 117 29,540
Asheville, NC.............. 588.7 1.18% 94 28,774
Charleston, SC............. 686.8 0.59% 125 37,054
Columbia, SC............... 657.0 1.36% 161 31,789
Fayetteville/Lumberton,
NC........................ 636.8 0.76% 130 27,834
Florence, SC............... 260.2 0.71% 113 24,689
Goldsboro/Kinston, NC...... 232.0 0.72% 112 9,065
Greenville/Washington, NC.. 245.1 0.60% 60 N/A
Greenville/Spartanburg,
SC........................ 897.7 1.33% 220 28,535
Greenwood, SC.............. 74.4 0.81% 91 N/A
Hickory/Lenoir, NC......... 331.1 1.09% 199 31,385
Jacksonville, NC........... 148.4 0.49% 193 N/A
Myrtle Beach, SC........... 186.4 3.00% 154 N/A
New Bern, NC............... 174.7 1.14% 84 N/A
Orangeburg, SC............. 119.6 0.35% 63 27,787
Roanoke Rapids, NC......... 76.8 -0.34% 61 28,372
Rocky Mount/Wilson, NC..... 217.2 0.82% 150 26,511
Sumter, SC................. 156.7 0.57% 92 19,421
Wilmington, NC............. 327.6 2.32% 109 14,161

Knoxville Major Trading
Area
Kingsport, TN.............. 693.4 0.31% 117 23,617
Middlesboro/Harlan, KY..... 118.4 -0.41% 75 N/A

Atlanta Major Trading Area
Athens, GA................. 194.6 1.65% 137 36,559
Augusta, GA................ 579.4 0.68% 89 24,497
Savannah, GA............... 737.1 1.18% 79 24,400

Washington Major Trading
Area
Charlottesville, VA........ 223.8 1.19% 75 15,925
Fredericksburg, VA......... 144.0 2.25% 102 67,606
Harrisonburg, VA........... 145.0 0.61% 58 29,728
Winchester, VA............. 162.4 1.17% 119 25,156

Richmond Major Trading Area
Danville, VA............... 167.2 -0.42% 75 N/A
Lynchburg, VA.............. 161.5 0.43% 117 31,863
Martinsville, VA........... 89.6 -0.42% 103 N/A
Norfolk-Virginia Beach,
VA........................ 1,751.0 0.44% 293 61,023
Richmond/Petersburg, VA.... 1,232.5 0.66% 133 35,969
Roanoke, VA................ 647.6 0.19% 91 27,541
Staunton/Waynesboro, VA.... 108.9 0.62% 76 26,974
Triton total/average..... 13,520.2(5) 0.83%(6) 144.1(7) 30,183(8)
U.S. average............. N/A 0.89% 80(9) 31,521

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--------
All figures are based on 2000 estimates published by Paul Kagan Associates,
Inc. in 2001.

(1) Licensed major trading areas are segmented into basic trading areas.

(2) In thousands.

(3) Number of potential customers per square mile.

(4) Daily vehicle miles traveled (interstate only) divided by interstate
highway miles in the relevant area.

(5) Total potential customers in the licensed area.

(6) Weighted by potential customers. Projected average annual population growth
in our licensed area.

(7) Weighted by potential customers. Average number of potential customers per
square mile in our licensed area.

(8) Weighted by interstate miles. Average daily vehicle miles traveled
(interstate only) divided by interstate highway miles in our licensed area.

(9) Average number of potential customers per square mile for the U.S.

Sales and Distribution

Our sales strategy is to utilize multiple distribution channels to minimize
customer acquisition costs and maximize penetration within our licensed service
area. Our distribution channels include a network of company-owned retail
stores, independent retailers and a direct sales force for corporate accounts,
as well as direct marketing channels such as telesales, neighborhood sales and
online sales. We also work with AT&T Wireless' national corporate account sales
force to cooperatively exchange leads and develop new business.

. Company-Owned Retail Stores. We make extensive use of company-owned
retail stores for the distribution and sale of our handsets and
services. We believe that company-owned retail stores offer a
considerable competitive advantage by providing a strong local presence,
which is required to achieve high retail penetration in suburban and
rural areas and the lowest customer acquisition cost. We have opened 111
company-owned SunCom retail stores as of September 30, 2001.

. Retail Outlets. We have negotiated distribution agreements with national
and regional mass merchandisers and consumer electronics retailers,
including Circuit City, Staples, Best Buy, Metro Call and Zap's.

. Direct Sales. We focus our direct sales force on high-revenue, high-
profit corporate users. As of September 30, 2001, our direct corporate
sales force consisted of 85 dedicated professionals targeting wireless
decision-makers within large corporations. We also benefit from AT&T
Wireless' national corporate accounts sales force, which supports the
marketing of our services to AT&T Wireless' large national accounts
located in certain of our service areas.

. Direct Marketing. We use direct marketing efforts such as direct mail
and telemarketing to generate customer leads. Telesales allow us to
maintain low selling costs and to sell additional features or customized
services.

. Website. Our web page provides current information about our markets,
our product offerings and us. We have established an online store on our
website, www.suncom.com.

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The web page conveys our marketing message and generates customers
through online purchasing. We deliver all information that a customer
requires to make a purchasing decision at our website. Customers are
able to choose rate plans, features, handsets and accessories. The
online store provides a secure environment for transactions, and
customers purchasing through the online store encounter a transaction
experience similar to that of customers purchasing service through other
channels.

Marketing Strategy

Our marketing strategy has been developed on the basis of extensive market
research in each of our markets. This research indicates that the limited
coverage of existing wireless systems, relatively high cost and inconsistent
performance reduce the attractiveness of wireless service to existing users and
potential new users. We believe that our affiliation with the AT&T brand name
and the distinctive advantages of our time division multiple access digital
technology, combined with simplified, attractive pricing plans, will allow us
to capture significant market share from existing analog cellular providers in
our markets and to attract new wireless users. We are focusing our marketing
efforts on three primary market segments:

. current wireless users;

. individuals with the intent to purchase a wireless product within six
months; and

. corporate accounts.

For each segment, we are creating a specific marketing program including a
service package, pricing plan and promotional strategy. We believe that
targeted service offerings will increase customer loyalty and satisfaction,
thereby reducing customer turnover.

The following are key components of our marketing strategy:

. Regional Co-Branding. We market our wireless services as SunCom, Member
of the AT&T Wireless Network and use the globally recognized AT&T brand
name and logo in equal emphasis with the SunCom brand name and logo. We
believe that use of the AT&T brand reinforces an association with
reliability and quality. We are establishing the SunCom brand as a
strong local presence with an emphasis on customer care and quality. We
enjoy preferred pricing on equipment, handset packaging and distribution
by virtue of our affiliation with AT&T Wireless.

. Pricing. Our pricing plans are competitive and straightforward, offering
large packages of minutes, large regional calling areas and usage
enhancing features. One way we differentiate ourselves from existing
wireless competitors is through our pricing policies. We offer pricing
plans designed to encourage customers to enter into long term service
contract plans.

We offer our customers regional, network only and national rate plans.
Our rate plans allow customers to make and receive calls anywhere
within the southeast region and the District of Columbia without paying
additional roaming or long distance charges. By virtue of our roaming
arrangements with AT&T Wireless, its affiliates and other third-party
roaming partners, we offer competitive regional, network only and
national rate plans. Our sizable licensed area allows us to offer large
regional calling areas a low per minute rate throughout the Southeast.

S-43

. Customer Care. We are committed to building strong customer
relationships by providing our customers with service that exceeds
expectations. We currently operate state-of-the-art customer care
facilities in Richmond, Virginia and Charleston, South Carolina that
house our customer service and collections personnel. We supplement
these facilities with customer care services provided by Convergys
Corporation in Clarksville, Tennessee. Through the support of
approximately 425 customer care representatives and a sophisticated
customer care platform provided by Integrated Customer Systems, we have
been able to implement one ring customer care service using live
operators and state-of-the-art call routing, so that about 90% of
incoming calls to our customer care centers are answered on the first
ring.

. Advertising. We believe our most successful marketing strategy is to
establish a strong local presence in each of our markets. We are
directing our media and promotional efforts at the community level with
advertisements in local publications and sponsorship of local and
regional events. We combine our local efforts with mass marketing
strategies and tactics to build the SunCom and AT&T brands locally. Our
media effort includes television, radio, newspaper, magazine, outdoor
and Internet advertisements to promote our brand name. In addition, we
use newspaper and radio advertising and our web page to promote specific
product offerings and direct marketing programs for targeted audiences.

Services and Features

We provide affordable, reliable, high-quality mobile telecommunications
service. Our advanced digital personal communications services network allows
us to offer customers the most advanced wireless features that are designed to
provide greater call management and increase usage for both incoming and
outgoing calls.

. Feature-Rich Handsets. As part of our service offering, we sell our
customers the most advanced, easy-to-use, interactive, menu-driven
handsets that can be activated over the air. These handsets have many
advanced features, including word prompts and easy-to-use menus, one-
touch dialing, multiple ring settings, call logs and hands-free
adaptability. These handsets also allow us to offer the most advanced
digital services, such as voice mail, call waiting, call forwarding,
three-way conference calling, two-way messaging and paging.

. Multi-Mode Handsets. We exclusively offer multi-mode handsets, which are
compatible with personal communication services, digital cellular and
analog cellular frequencies and service modes. These multi-mode handsets
allow us to offer customers coast-to-coast nationwide roaming across a
variety of wireless networks. These handsets incorporate a roaming
database, which can be updated over the air that controls roaming
preferences from both a quality and cost perspective.

Network Build-Out

The principal objective for the build-out of our network is to maximize
population coverage levels within targeted demographic segments and geographic
areas, rather than building out a wide-area network as depicted in the cellular
design model. As of September 30, 2001, we have successfully launched service
in 37 markets, including 1,961 cell sites and seven switches.

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The build-out of our network involves the following:

. Property Acquisition, Construction and Installation. Two experienced
vendors, Crown Castle International Corp. and American Tower, identify
and obtain the property rights we require to build out our network,
which includes securing all zoning, permitting and government approvals
and licenses. As of September 30, 2001, we had signed leases or options
for 2,004 sites, 19 of which were awaiting required zoning approvals.
Crown Castle and American Tower also act as our construction management
contractors and employ local construction firms to build the cell sites.

. Interconnection. Our digital wireless network connects to local exchange
carriers. We have negotiated and received state approval of
interconnection agreements with telephone companies operating or
providing service in the areas where we are currently operating our
digital personal communications services network. We use AT&T as our
inter-exchange or long-distance carrier.

Network Operations

We enter into agreements for switched interconnection/backhaul, long
distance, roaming, network monitoring and information technology services in
order to effectively maintain, operate and expand our network.

Switched Interconnection/Backhaul. Our network is connected to the public
switched telephone network to facilitate the origination and termination of
traffic on our network.

Long Distance. We have executed a wholesale long distance agreement with
AT&T that provides preferred rates for long distance services.

Roaming. Through our arrangements with AT&T Wireless and via the use of
multi-mode handsets, our customers have roaming capabilities on AT&T Wireless'
network. Further, we have established roaming agreements with third-party
carriers at preferred pricing, including in-region roaming agreements covering
all of our launched service areas.

Network Monitoring Systems. Our network monitoring service provides around-
the-clock surveillance of our entire network. The network operations center is
equipped with sophisticated systems that constantly monitor the status of all
switches and cell sites, identify failures and dispatch technicians to resolve
issues. Operations support systems are utilized to constantly monitor system
quality and identify devices that fail to meet performance criteria. These same
platforms generate statistics on system performance such as dropped calls,
blocked calls and handoff failures. Our operations support center located in
Richmond, Virginia performs maintenance on common network elements such as
voice mail, home location registers and short message centers.

Time Division Multiple Access Digital Technology

Our network utilizes time division multiple access digital technology on the
IS-136 platform. This technology allows for the use of advanced multi-mode
handsets, which permit roaming across personal communications services and
cellular frequencies, including both analog and digital cellular. This
technology also allows for enhanced services and features, such as short-
messaging, extended battery life, added call security and improved voice
quality, and its hierarchical cell structure enables us to enhance network
coverage with lower incremental investment through the deployment of micro, as
opposed to full-size, cell sites. This enables us to offer customized billing
options and to track

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billing information per individual cell site, which is practical for advanced
wireless applications such as wireless local loop and wireless office
applications. Management believes that time division multiple access digital
technology provides significant operating and customer benefits relative to
analog systems. In addition, management believes that time division multiple
access digital technology provides customer benefits, including available
features and roaming capabilities, and call quality that is similar to or
superior to that of other wireless technologies. Time division multiple access
technology allows three times the capacity of analog systems. Some
manufacturers, however, believe that code division multiple access technology
will eventually provide system capacity that is greater than that of time
division multiple access technology and global systems for mobile
communications.

Time division multiple access digital technology is currently used by two of
the largest wireless communications companies in the United States, AT&T
Wireless and Cingular Wireless. Time division multiple access equipment is
available from leading telecommunications vendors such as Lucent, Ericsson and
Northern Telecom, Inc.

Relationship with Lafayette

We hold a 39% interest in Lafayette, an entrepreneur under FCC guidelines
that participated in the FCC 1900 MHz C and F Block Broadband PCS Auction No.
35, which ended on January 26, 2001. Lafayette was the winning bidder for
thirteen 10 MHz C Block licenses and one 10 MHz F Block license covering a
total population of approximately 6.8 million people in our current geographic
area in Georgia, North Carolina and Virginia, and its net high bids totaled
approximately $170.0 million. Five of these licenses were among those held by
NextWave Personal Communications, Inc. On November 16, 2001, the FCC, NextWave
and the major auction winners, including Lafayette, signed an agreement under
which the auction winners would receive the disputed licenses. The settlement
was ratified by the Department of Justice on November 27, 2001, but is still
subject to approval by the bankruptcy court and is contingent on the passage of
legislation by Congress. On July 27, 2001, the FCC awarded the 10 MHz F Block
license for Athens, Georgia, to Lafayette. The application for the remaining
thirteen 10 MHz C Block licenses is pending.

On July 16, 2001, Lafayette acquired three 15 MHz licenses and four 30 MHz
licenses covering areas of Virginia and Georgia from ABC Wireless, L.L.C. for
$2.9 million.

On July 20, 2001, Lafayette entered into a definitive agreement to acquire a
10 MHz F Block license in Kingsport, Tennessee from NTELOS Inc. and R&B
Communications, Inc. for $11.6 million. FCC approval for this transaction was
received on November 7, 2001.

On July 25, 2001, Lafayette acquired licenses for 10 MHz of spectrum from
subsidiaries of Carolina PCS I Limited Partnership for total consideration of
$99.9 million, paid as follows: $63.5 million in cash; $8.6 million under a
promissory note from Lafayette to Carolina PCS; and $27.8 million of debt
payable to the FCC related to the acquired licenses. The licenses for this
spectrum encompass nine basic trading areas covering all of South Carolina and
serve approximately 3.5 million people.

As of September 30, 2001 Triton has funded approximately $106.8 million of
senior loans to Lafayette to finance the acquisition of licenses and expects to
fund additional loans for future acquisitions. The carrying value of these
loans has been adjusted for any losses in excess of Triton's initial
investment. In connection with the loans, Lafayette has and will guarantee our
obligations under our credit facility, and such senior loans are and will be
pledged to the lenders under our credit facility.

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Regulation

The FCC regulates aspects of the licensing, construction, operation,
acquisition and sale of personal communications services and cellular systems
in the United States pursuant to the Communications Act, as amended from time
to time, and the associated rules, regulations and policies it promulgates.

Licensing of Cellular and Personal Communications Services Systems. A
broadband personal communications services system operates under a protected
geographic service area license granted by the FCC for a particular market on
one of six frequency blocks allocated for broadband personal communications
services. Broadband personal communications services systems generally are used
for two-way voice applications. Narrowband personal communications services, in
contrast, are used for non-voice applications such as paging and data service
and are separately licensed. The FCC has segmented the United States into
personal communications services markets, resulting in 51 large regions called
major trading areas, which are comprised of 493 smaller regions called basic
trading areas. The FCC awarded two broadband personal communications services
licenses for each major trading area and four licenses for each basic trading
area. Thus, generally, six broadband personal communications services licensees
will be authorized to compete in each area. The two major trading area licenses
authorize the use of 30 MHz of spectrum. One of the basic trading area licenses
is for 30 MHz of spectrum, and the other three are for 10 MHz each. The FCC
permits licensees to split their licenses and assign a portion, on either a
geographic or frequency basis or both, to a third party. In this fashion, AT&T
Wireless assigned us 20 MHz of its 30 MHz licenses covering our licensed areas.
Two cellular licenses are also available in each market. Cellular markets are
defined as either metropolitan or rural service areas and do not correspond to
the broadband personal communications services markets.

Generally, the FCC awarded initial personal communications services licenses
by auction. Initial personal communications services auctions began with the 30
MHz major trading area licenses and concluded in 1998 with the last of the
basic trading area licenses. However, in March 1998, the FCC adopted an order
that allowed financially troubled entities that won personal communications
services 30 MHz C Block licenses at auction to obtain some financial relief
from their payment obligations by returning some or all of their C Block
licenses to the FCC for reauctioning. The FCC completed the reauction of the
returned licenses in April 1999, and some licenses were not sold. In January
2000, the FCC announced that certain personal communications services licenses
previously held by licensees that had declared bankruptcy had cancelled and
were available for reauction. The FCC commenced the reauction on December 12,
2000. The auction concluded on January 26, 2001.

Under the FCC's current rules specifying spectrum aggregation limits
affecting broadband personal communications services, specialized mobile radio
services and cellular licensees, no entity may hold attributable interests,
generally 20% or more of the equity of, or an officer or director position
with, the licensee, in licenses for more than 45 MHz of personal communications
services,

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cellular and certain specialized mobile radio services where there is
significant overlap, except in rural areas. In rural areas, up to 55 MHz of
spectrum may be held. Passive investors may hold up to a 40% interest.
Significant overlap will occur when at least 10% of the population of the
personal communications services licensed service area is within the cellular
and/or specialized mobile radio service area(s). In a September 15, 1999 FCC
order revising the spectrum cap rules, the FCC noted that new broadband
wireless services, such as Third Generation wireless, may be included in the
cap when spectrum is allocated for those services. On November 8, 2001, the FCC
voted to: (1) sunset the spectrum cap rule by eliminating it effective January
1, 2003; (2) upon effective order raise the cap to 55 megahertz in all markets
until the sunset date; and (3) upon effective order eliminate the cellular
cross-interest rule in non-rural markets. It is widely believed that the FCC's
actions may spur consolidation in the commercial wireless industry.

The FCC has adopted licensing rules governing the 700 MHz spectrum
originally scheduled for auction in March 2001. Thirty (30) MHz of spectrum
will be auctioned; none of which is subject to the spectrum cap. The FCC
recently postponed the 700 MHz auction until June 19, 2002. Because of the
flexible use policy adopted by the FCC for this spectrum, wireless providers
may provide Third Generation services over the 700 MHz band. The personal
communications services reauctioned spectrum is subject to the spectrum cap.

In November 2000, the FCC adopted a Policy Statement and Notice of Proposed
Rulemaking regarding secondary markets in radio spectrum. In the Notice of
Proposed Rulemaking, the FCC tentatively concludes that spectrum licensees
should be permitted to enter leasing agreements with third parties to promote
greater use of unused spectrum.

In January 2001, the FCC issued a Notice of Proposed Rulemaking requesting
comment on the use of certain spectrum bands for Third Generation services. The
FCC also seeks comment on whether Third Generation services could be provided
over the frequency bands currently allocated to cellular, personal
communications services and specialized mobile radio services. In October 2001,
the National Telecommunications and Information Administration, or the "NTIA,"
and the FCC announced a new plan for the assessment of spectrum available for
Third Generation services. Specifically, the new plan examines the potential
Third Generation use of the 1710-1770 and the 2110-2170 MHz bands. Although the
current auction deadline for the 1710-1755 and 2110-2150 MHz bands is September
30, 2002, NTIA has proposed legislation to postpone this deadline until
September 30, 2004. It is unclear at this point what impact, if any, this
proceeding will have on our current operations.

All personal communications services licenses have a 10-year term, at the
end of which they must be renewed. The FCC will award a renewal expectancy to a
personal communications services licensee that has:

. provided substantial service during its past license term; and

. has substantially complied with applicable FCC rules and policies and
the Communications Act.

Cellular radio licenses also generally expire after a 10-year term and are
renewable for periods of 10 years upon application to the FCC. Licenses may be
revoked for cause and license renewal applications denied if the FCC determines
that a renewal would not serve the public interest. FCC rules provide that
competing renewal applications for cellular licenses will be considered in
comparative hearings and establish the qualifications for competing
applications and the standards to be applied in hearings. Under current
policies, the FCC will grant incumbent cellular licensees the same renewal
expectancy granted to personal communications services licensees.

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All personal communications services licensees must satisfy certain coverage
requirements. In our case, we must construct facilities that offer radio signal
coverage to one-third of the population of our service area within five years
of the original license grants to AT&T Wireless and to two-thirds of the
population within ten years. Licensees that fail to meet the coverage
requirements may be subject to forfeiture of their license. The last phase of
our network build-out will be completed by year-end 2001. Our cellular license,
which covers the Myrtle Beach area, is not subject to coverage requirements.

For a period of up to five years, subject to extension, after the grant of a
personal communications services license, a licensee will be required to share
spectrum with existing licensees that operate certain fixed microwave systems
within its license area. To secure a sufficient amount of unencumbered spectrum
to operate our personal communications services systems efficiently and with
adequate population coverage, we have relocated two of these incumbent
licensees and will need to relocate two more licensees. In an effort to balance
the competing interests of existing microwave users and newly authorized
personal communications services licensees, the FCC has adopted:

. a transition plan to relocate such microwave operators to other spectrum
blocks; and

. a cost sharing plan so that if the relocation of an incumbent benefits
more than one personal communications services licensee, those licensees
will share the cost of the relocation.

Initially, this transition plan allowed most microwave users to operate in
the personal communications services spectrum for a two-year voluntary
negotiation period and an additional one-year mandatory negotiation period. For
public safety entities that dedicate a majority of their system communications
to police, fire or emergency medical services operations, the voluntary
negotiation period is three years, with an additional two-year mandatory
negotiation period. In 1998, the FCC shortened the voluntary negotiation period
by one year, without lengthening the mandatory negotiation period for non-
public safety personal communications services licensees in the C, D, E and F
Blocks. Parties unable to reach agreement within these time periods may refer
the matter to the FCC for resolution, but the incumbent microwave user is
permitted to continue its operations until final FCC resolution of the matter.
The transition and cost sharing plans expire on April 4, 2005, at which time
remaining microwave incumbents in the personal communications services spectrum
will be responsible for the costs of relocating to alternate spectrum
locations. Our cellular license is not encumbered by existing microwave
licenses.

Transfers and Assignments of Cellular and Personal Communications Services
Licenses. The Communications Act and FCC rules require the FCC's prior approval
of the assignment or transfer of control of a license for a personal
communications services or cellular system. In addition, the FCC has
established transfer disclosure requirements that require any licensee that
assigns or transfers control of a personal communications services license
within the first three years of the license term to file associated sale
contracts, option agreements, management agreements or other documents
disclosing the total consideration that the licensee would receive in return
for the transfer or assignment of its license. Non-controlling interests in an
entity that holds a FCC license generally may be bought or sold without FCC
approval, subject to the FCC's spectrum aggregation limits. However, we may
require approval of the Federal Trade Commission and the Department of Justice,
as well as state or local regulatory authorities having competent jurisdiction,
if we sell or acquire personal communications services or cellular interests
over a certain size.

Foreign Ownership. Under existing law, no more than 20% of an FCC licensee's
capital stock may be owned, directly or indirectly, or voted by non-U.S.
citizens or their representatives, by a

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foreign government or its representatives or by a foreign corporation. If an
FCC licensee is controlled by another entity, as is the case with our ownership
structure, up to 25% of that entity's capital stock may be owned or voted by
non-US citizens or their representatives, by a foreign government or its
representatives or by a foreign corporation. Foreign ownership above the 25%
level may be allowed should the FCC find such higher levels not inconsistent
with the public interest. The FCC has ruled that higher levels of foreign
ownership, even up to 100%, are presumptively consistent with the public
interest with respect to investors from certain nations. If our foreign
ownership were to exceed the permitted level, the FCC could revoke our FCC
licenses, although we could seek a declaratory ruling from the FCC allowing the
foreign ownership or take other actions to reduce our foreign ownership
percentage to avoid the loss of our licenses. We have no knowledge of any
present foreign ownership in violation of these restrictions.

Regulation of Personal Communications Services Operations. Personal
communications services and cellular systems are subject to certain FAA
regulations governing the location, lighting and construction of transmitter
towers and antennas and may be subject to regulation under Federal
environmental laws and the FCC's environmental regulations. State or local
zoning and land use regulations also apply to our activities. We use common
carrier point to point microwave facilities to connect the transmitter,
receiver, and signaling equipment for each personal communications services or
cellular cell, the cell sites, and to link them to the main switching office.
The FCC licenses these facilities separately and they are subject to regulation
as to technical parameters and service.

The Communications Act preempts state and local regulation of the entry of,
or the rates charged by, any provider of private mobile radio service or of
commercial mobile radio service, which includes personal communications
services and cellular service. The Communications Act permits states to
regulate the "other terms and conditions" of commercial mobile radio service.
The FCC has not clearly defined what is meant by the "other terms and
conditions" of commercial mobile radio service, however, but has upheld the
legality of state universal service requirements on commercial mobile radio
service carriers. The United States Courts of Appeals for the Fifth and
District of Columbia Circuits have affirmed the FCC's determination. The FCC
also has held that private lawsuits based on state law claims concerning how
wireless rates are promoted or disclosed may not be preempted by the
Communications Act.

The FCC does not currently regulate commercial mobile radio service or
private mobile radio service rates. The FCC does exercise jurisdiction over all
telecommunications service providers whose facilities are used to provide,
originate and terminate interstate or international communications.

Recent Industry Developments. The following requirements impose restrictions
on our business and could increase our costs:

Enhanced 911 Services. The FCC has rules for making emergency 911 services
available by cellular, personal communications services and other commercial
mobile radio service providers, including enhanced 911 services that provide
the caller's telephone number, approximate location and other useful
information. Commercial mobile radio service providers currently are required
to be able to process and transmit 911 calls without call validation, including
those from callers with speech or hearing disabilities, and relay a caller's
automatic number identification and cell site. This ability to relay a
telephone number and originating cell site is known as Phase I emergency 911
deployment. FCC regulations also require wireless carriers to begin to identify
the location of emergency 911 callers by adoption of either network-based or
handset-based technologies. This more exact location reporting is known as
Phase II.

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On November 18, 1999, the FCC eliminated carrier cost recovery as a
precondition to enhanced 911 deployment. The FCC's cost-recovery rules require
wireless carriers to implement enhanced 911 services without any specific
mechanism to recoup their costs. The FCC denied two requests for
reconsideration of this decision. Thus, we and other carriers generally will
fund enhanced 911 deployment through additional customer charges.

Carriers that choose to use network-based technologies must provide location
information for 50% of callers within six months and 100% of callers within 18
months of a request from a 911 public service answering point. The FCC will
require network-based solutions to be accurate for 67% of calls to within 100
meters and for 95% of calls to within 300 meters and handset-based solutions to
be accurate for 67% of calls to within 50 meters and for 95% of calls to within
150 meters. While we initially selected a handset-based technology, due to the
unavailability of equipment we currently have selected a network-based
technology as our implementing technology and, like virtually all carriers,
have filed for a waiver of the FCC's timetable and initial location accuracy
requirements. On October 12, 2001, the FCC granted several waivers of its 911
accuracy rules and deployment timetables for national carriers. It
simultaneously announced that all other carriers were required to file or
submit revised waivers to the FCC by November 30, 2001.

While we had previously notified the FCC that we are in negotiations with
two network-based vendors for Phase II TDMA network solutions, on November 30,
2001, we filed a revised 911 deployment request for waiver with the FCC. The
FCC has announced that it will not enforce its Phase II rules against carriers,
such as Triton PCS, who have waivers pending with the FCC.

On December 14, 2000, the FCC released a decision establishing June 20,
2002, as the deadline by which digital wireless service providers must be
capable of transmitting 911 calls made by users with speech or hearing
disabilities using text telephone devices. Recently, a petition for
reconsideration was filed challenging the decision.

Radiofrequency Emissions. On January 10, 2001, the United States Supreme
Court denied a petition for review of the FCC guidelines for health and safety
standards of radiofrequency radiation. The guidelines, which were adopted by
the FCC in 1996, limit the permissible human exposure to radiofrequency
radiation from transmitters and other facilities.

Interconnection Provisions. In 1996, Congress passed legislation designed to
open local telecommunications markets to competition. The Telecommunications
Act of 1996 mandated significant changes in existing regulation of the
telecommunications industry. The

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Telecommunications Act establishes a general duty of all telecommunications
carriers, including personal communications services licensees, to interconnect
with other carriers directly or indirectly. The Telecommunications Act also
contains detailed requirements with respect to the interconnection obligations
of local exchange carriers.

On August 8, 1996, the FCC released its order implementing the
interconnection provisions of the Telecommunications Act. Although many of the
provisions of this order were struck down by the United States Court of Appeals
for the Eighth Circuit, the United States Supreme Court reversed the Eighth
Circuit and upheld the FCC in all respects material to our operations. While
appeals have been pending, the rationale of the FCC's order has been adopted by
many states' public utility commissions, with the result that the charges that
cellular and personal communications services operators pay to interconnect
their traffic to the public switched telephone network have declined
significantly from pre-1996 levels.

On July 18, 2000, the United States Court of Appeals for the Eighth Circuit
vacated the FCC's method for setting the prices of incumbent local exchange
carriers' unbundled network elements, which is known as "total element long run
incremental cost," or "TELRIC." TELRIC is a forward-looking cost model that
attempts to value the incumbent carriers' existing network elements and
facilities based on what the cost would be to provide these elements or
facilities over the most efficient technology and network configuration. While
the court struck down TELRIC, it did not foreclose the FCC from employing a
different forward-looking cost model for interconnection and unbundled
elements. The FCC requested the Eighth Circuit to stay the decision pending
review by the Supreme Court. A stay was granted in September 2000. On January
22, 2001, the Supreme Court granted certiorari and agreed to hear the appeal
from the Eighth Circuit. The Supreme Court heard the case on October 10, 2001.
If the FCC's rules are not reinstated it is possible that our costs for
interconnection with the public switched telecommunications network, could
increase. In addition, Congress may consider legislation and the FCC has
initiated a proceeding that could greatly modify the current regime of payments
for interconnection. If legislation were enacted in the form under
consideration in the previous session of Congress, it could reduce our costs
for interconnection.

The Communications Act permits carriers to appeal public utility commission
decisions to United States District Courts. Several state commissions have
challenged whether this provision violates the Eleventh Amendment, which gives
states immunity from suits in Federal court. On March 5, 2001 and June 25,
2001, the United States Supreme Court agreed to hear two disputes that
essentially pose the same question: whether Federal courts have jurisdiction to
review state public utility commission decisions that arise when they arbitrate
interconnection disputes between local exchange carriers and competitive
carriers. Oral arguments on both cases are scheduled for December 5, 2001.
Should the Supreme Court determine that states are immune from such suits in
Federal court, carriers would be limited in their challenges to state
arbitration decisions at the Federal court level.

Universal Service Funds. In its implementation of the Telecommunications
Act, the FCC established federal universal service requirements that affect
commercial mobile radio service operators. Under the FCC's rules, commercial
mobile radio service providers are potentially eligible to receive universal
service subsidies for the first time; however, they are also required to
contribute to both federal and state universal service funds. The rules adopted
by the FCC in its Universal Service orders require telecommunications carriers
generally (subject to limited exemptions) to contribute to funding existing
universal service programs for high cost carriers and low income customers and
to new universal service programs to support services to schools, libraries and
rural

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health care providers. The FCC has implemented a program to fund local exchange
carrier operations in high cost service non-rural areas that, in the short run,
preserves many of the existing subsidies. On December 22, 2000, the Federal-
State Joint Board on Universal Service forwarded to the FCC recommendations of
the Rural Task Force on Universal Service, referred to as the "RTF," for
implementing a rural universal service plan. Among the recommendations of the
RTF is the use of embedded-cost mechanisms, not forward-looking tools, to set
rural high-cost support. The RTF proposal also calls for geographic
disaggregation of costs and retaining but adjusting the cap on high-cost
support. The RTF proposal also supports increasing support for the provision of
advanced services. An expansion of the services covered by the Universal
Service Fund could substantially increase the contributions Triton and other
carriers make to the fund. This subsidy mechanism, if adopted, could provide an
additional source of revenue to those local exchange carriers or other carriers
willing and able to provide service to those markets that are less financially
desirable. Regardless of our ability to receive universal service funding for
the supported services we provide, we are required to fund these federal
programs based on our end user telecommunications revenue and also may be
required to contribute to state universal service programs.

Electronic Surveillance. The FCC has also adopted rules requiring providers
of wireless services that are interconnected to the public switched telephone
network to provide functions to facilitate electronic surveillance by law
enforcement officials. The Communications Assistance for Law Enforcement Act
requires telecommunications carriers to modify their equipment, facilities, and
services to ensure that they are able to comply with authorized electronic
surveillance. These modifications were required to be completed by June 30,
2000, unless carriers were granted temporary waivers, which Triton and many
other wireless providers requested. The FCC recently gave us until June 30,
2002 to comply with all of the federal government's assistance capability
requirements.

Number Portability. The FCC has adopted rules on telephone number
portability that will enable customers to migrate their landline and cellular
telephone numbers to cellular or personal communications services providers and
from a cellular or personal communications services provider to another service
provider. The deadline for compliance with this requirement is November 24,
2002, subject to any later determination that an earlier implementation of
number portability is necessary to conserve telephone numbers. Verizon Wireless
has filed a petition seeking elimination of certain elements of the number
portability requirement for wireless services, which is pending at the FCC.

Number Pooling. In addition, there are significant ongoing controversies
concerning numbering resources. In March and December 2000, the FCC released
orders establishing rules intended to promote the efficient use of numbering
resources while ensuring that all carriers have access to the numbering
resources they need to compete effectively and a further notice of proposed
rulemaking seeking additional comments and supporting data on certain issues.
The orders adopt a mandatory requirement for carriers to share blocks of
telephone numbers (known as "number pooling"), which today are assigned in
groups of 10,000. The orders defer this requirement for wireless providers
until the time when those providers will be required to implement number
portability, which is November 24, 2002. The orders also adopt a requirement
for carriers to meet usage thresholds before requesting new telephone numbers
and gives states new authority to reclaim unused blocks of telephone numbers.
In particular, the FCC adopted a utilization threshold--the percentage of
already-assigned telephone numbers a carrier must use before asking for more
numbering resources--of 60%,

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which eventually increases to 75% in increments of 5% over the next three
years. The orders also extend the period that telephone numbers could be
reserved by carriers from 45 to 180 days and establish a five-year contract
term for the number pooling administrator.

In the December 2000 order, the FCC also seeks comment on several issues,
including modification of the current prohibition on service-specific and
technology-specific overlays, and whether states should be permitted to
implement such overlays subject to certain conditions. The further notice also
seeks comment on the extent of the FCC's authority over rate center
consolidation, which typically has been reserved to the states.

In addition, the FCC has shown a willingness to delegate to the states a
larger role in telephone number conservation measures. Examples of state
conservation methods include number pooling and number rationing. Number
pooling is especially problematic for wireless providers because it is
dependent on number portability technology.

Since mid-1999, the FCC has granted interim number conservation authority to
several state commissions, including South Carolina, a state within our
operating region.

Rate Integration. The FCC has determined that the interstate, interexchange
offerings, commonly referred to as long distance, of commercial mobile radio
service providers are subject to the interstate, interexchange rate averaging
and integration provisions of the Communications Act. Rate averaging requires
carriers to average our interstate long distance commercial mobile radio
service rates between high cost and urban areas. The U.S. Court of Appeals for
the District of Columbia Circuit, however, rejected the FCC's application of
its rate integration requirements to wireless carriers. The court remanded the
issue back to the FCC for further consideration of whether CMRS carriers should
be required to average their long distance rates across all U.S. territories.
This proceeding remains pending.

Privacy. The FCC has adopted rules limiting the use of customer proprietary
network information by telecommunications carriers, including Triton, in
marketing a broad range of telecommunications and other services to their
customers and the customers of affiliated companies. The rules give wireless
carriers discretion to use customer proprietary network information, without
customer approval, to market all information services used in the provision of
wireless services. The FCC also allowed all telephone companies to use customer
proprietary network information to solicit lost customers. While all carriers
must notify customers of their individual rights regarding the use of customer
proprietary network information for purposes not explicitly permitted by the
law or the FCC's rules, the specific details of gathering and storing this
approval are now left to the carriers. The FCC is seeking, through a new
proceeding, additional information regarding consumer privacy interests and
whether FCC rules should require affirmative opt-in or opt-out approvals by
customers for customer proprietary network information use.

Billing. The FCC has adopted rules governing customer billing by commercial
mobile radio services providers. The FCC adopted detailed billing rules for
landline telecommunications service providers and extended some of those rules
to commercial mobile radio services providers. Commercial mobile radio service
providers must comply with two fundamental rules: (i) clearly identify the name
of the service provider for each charge; and (ii) display a toll-free inquiry
number for customers on all "paper copy" bills.

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Access for Individuals with Disabilities. The FCC has adopted an order that
determines the obligations of telecommunications carriers to make their
services accessible to individuals with disabilities. The order requires
telecommunications services providers, including Triton, to offer equipment and
services that are accessible to and useable by persons with disabilities, if
that equipment can be made available without much difficulty or expense. The
rules require us to develop a process to evaluate the accessibility, usability
and compatibility of covered services and equipment. While we expect our
vendors to develop equipment compatible with the rules, we cannot assure you
that we will not be required to make material changes to our network, product
line, or services.

State Regulation and Local Approvals

The states in which we operate do not regulate wireless service at this
time. In the 1993 Budget Act, Congress gave the FCC the authority to preempt
states from regulating rates or entry into commercial mobile radio service,
including cellular and personal communications services. The FCC, to date, has
denied all state petitions to regulate the rates charged by commercial mobile
radio service providers. States may, however, regulate the other terms and
conditions of commercial mobile radio service. State and local governments are
permitted to manage public rights of way and can require fair and reasonable
compensation from telecommunications providers, including personal
communications services providers, so long as the compensation required is
publicly disclosed by the government. The siting of cells/base stations also
remains subject to state and local jurisdiction, although proceedings are
pending at the FCC relating to the scope of that authority. States also may
impose competitively neutral requirements that are necessary for universal
service or to defray the costs of state emergency 911 services programs, to
protect the public safety and welfare, to ensure continued service quality and
to safeguard the rights of consumers. While a state may not impose requirements
that effectively function as barriers to entry or create a competitive
disadvantage, the scope of state authority to maintain existing or to adopt new
such requirements is unclear.

There are several state and local legislative initiatives that are underway
to ban the use of wireless phones in motor vehicles. New York has already
enacted a statewide ban on driving while holding a wireless phone. Officials in
a handful of communities have enacted ordinances banning or restricting the use
of cell phones by drivers. Should this become a nationwide initiative,
commercial mobile radio service providers could experience a decline in the
number of minutes of use by subscribers.

The foregoing does not purport to describe all present and proposed federal,
state and local regulations and legislation relating to the wireless
telecommunications industry. Other existing federal regulations, copyright
licensing and, in many jurisdictions, state and local franchise requirements
are the subject of a variety of judicial proceedings, legislative hearings and
administrative and legislative proposals that could change, in varying degrees,
the manner in which wireless providers operate. Neither the outcome of these
proceedings nor their impact upon our operations or the wireless industry can
be predicted at this time.

Competition

We compete directly with two cellular providers and other personal
communications services providers in each of our markets except Myrtle Beach,
where we are one of two cellular providers, and against enhanced specialized
mobile radio providers in some of our markets. These cellular providers have an
infrastructure in place and have been operational for a number of years, and
some of these competitors have greater financial, technical resources and
spectrum than we do. These

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cellular operators may upgrade their networks to provide services comparable to
those we offer. The technologies primarily employed by our digital competitors
are code division multiple access and global system for mobile communications,
two competing digital wireless standards.

We also compete with personal communications services license holders in
each of our markets. We also expect to face competition from other existing
communications technologies such as specialized mobile radio and enhanced
specialized mobile radio, which is currently employed by Nextel Communications,
Inc. in our licensed area. Although the FCC originally created specialized
mobile radio as a non-interconnected service principally for fleet dispatch, in
the last decade it has liberalized the rules to permit enhanced specialized
mobile radio, which, in addition to dispatch service, can offer services that
are functionally equivalent to cellular and personal communications services
and may be less expensive to build and operate than personal communications
services systems.

The FCC requires all cellular and personal communications services licensees
to provide service to resellers. A reseller provides wireless service to
customers but does not hold an FCC license or own facilities. Instead, the
reseller buys blocks of wireless telephone numbers and capacity from a licensed
carrier and resells service through its own distribution network to the public.
Thus, a reseller is both a customer of a wireless licensee's services and a
competitor of that licensee. Several small resellers currently compete with us
in our licensed area. With respect to cellular and personal communications
services licenses, the resale obligations terminate five years after the last
group of initial licenses of currently allotted personal communications
services spectrum were awarded. Accordingly, our resale obligations end on
November 24, 2002, although licensees will continue to be subject to the
provisions of the Communications Act requiring non-discrimination among
customers. We have also agreed to permit AT&T Wireless to resell our services.

The FCC has scheduled the 700 MHz auction, which is exempt from spectrum cap
limitations, for June 19, 2002. Some applicants have received and others are
seeking FCC authorization to construct and operate global satellite networks to
provide domestic and international mobile communications services from
geostationary and low-earth-orbit satellites. On August 9, 2001, the FCC
adopted a Notice of Proposed Rulemaking seeking comment on proposals by New ICO
Global Communications (Holdings) Ltd. and Motient Services, Inc. to bring
flexibility to the delivery of communications by mobile satellite service
providers through the incorporation of a wireless ancillary terrestrial
component into their mobile satellite networks. This proceeding is still
pending. It is not possible at this time to predict the success of this
initiative.

Our ability to compete successfully will depend, in part, on our ability to
anticipate and respond to various competitive factors affecting the industry,
including new services that may be introduced, changes in consumer preferences,
demographic trends, economic conditions and competitors' discount pricing
strategies, all of which could adversely affect our operating margins. We plan
to use our digital feature offerings, coast-to-coast digital wireless network
through our AT&T Wireless affiliation, contiguous presence providing an
expanded home-rate billing area and local presence in secondary markets to
combat potential competition. We expect that our extensive digital network,
once deployed, will provide cost-effective means to react effectively to any
price competition.

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Intellectual Property

The AT&T globe design logo is a service mark owned by AT&T and registered
with the United States Patent and Trademark Office. Under the terms of our
license agreement with AT&T, we use the AT&T globe design logo and certain
other service marks of AT&T royalty-free in connection with marketing, offering
and providing wireless mobility telecommunications services using time division
multiple access digital technology and frequencies licensed by the FCC to end-
users and resellers within our licensed area. The license agreement also grants
us the right to use the licensed marks on certain permitted mobile phones.

AT&T has agreed not to grant to any other person a right or license to
provide or resell, or act as agent for any person offering, those licensed
services under the licensed marks in our licensed area except:

. to any person who resells, or acts as our agent for, licensed services
provided by us, or

. any person who provides or resells wireless communications services to
or from specific locations such as buildings or office complexes, even
if the applicable subscriber equipment being used is capable of routine
movement within a limited area and even if such subscriber equipment may
be capable of obtaining other telecommunications services beyond that
limited area and handing-off between the service to the specific
location and those other telecommunications services.

In all other instances, AT&T reserves for itself and its affiliates the
right to use the licensed marks in providing its services whether within or
outside of our licensed area.

The license agreement contains numerous restrictions with respect to the use
and modification of any of the licensed marks.

We have entered into an agreement with TeleCorp PCS to adopt and use a
common regional brand name, SunCom. Under this agreement, we have formed
Affiliate License Company with TeleCorp PCS for the purpose of sharing
ownership of and maintaining the SunCom brand name. Each company shares in the
ownership of the SunCom brand name and the responsibility of securing
protection for the SunCom brand name in the United States Patent and Trademark
Office, enforcing our rights in the SunCom brand name against third parties and
defending against potential claims against the SunCom brand name. The
agreements provide parameters for each company's use of the SunCom brand name,
including certain quality control measures and provisions in the event that
either of these company's licensing arrangements with AT&T is terminated. AT&T
Wireless has agreed to acquire TeleCorp PCS and has announced its expectation
to discontinue use of the SunCom brand. We currently plan to continue using the
SunCom brand.

The SunCom service mark was registered by the United States Patent and
Trademark Office on July 18, 2000 (Registration No. 2367621). Various other
applications for registration of service marks using the SunCom name have been
filed in the United States Patent and Trademark Office and are currently
pending. Affiliate License Company owns the SunCom brand name, as well as the
applications for the other related service marks.

Employees

As of September 30, 2001, we had 1,768 employees. We believe our relations
with our employees are good.

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Properties

Triton maintains its executive offices in Berwyn, Pennsylvania. We also
maintain two regional offices in Richmond, Virginia and Charleston, South
Carolina. We lease these facilities.

Legal Proceedings

We are not a party to any lawsuit or proceeding which, in management's
opinion, is likely to have a material adverse effect on our business or
operations.

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MANAGEMENT

Executive Officers and Directors

The table below sets forth certain information regarding the directors and
executive officers of Triton.

Name Age Position
---- --- --------

Michael E. Kalogris..... 52 Chairman of the Board of Directors and Chief Executive Officer
Steven R. Skinner....... 59 President, Chief Operating Officer and Director
David D. Clark.......... 37 Executive Vice President, Chief Financial Officer and Secretary
Stephen J. McNulty...... 48 Senior Vice President of Sales and Marketing and President of SunCom
Daniel E. Hopkins....... 37 Senior Vice President of Finance and Treasurer
Glen Robinson........... 43 Senior Vice President of Technology
William A. Robinson..... 35 Senior Vice President of Operations
Scott I. Anderson....... 43 Director
Arnold L. Chavkin....... 50 Director
John D. Beletic......... 50 Director
John W. Watkins......... 40 Director
William W. Hague........ 46 Director

Michael E. Kalogris has served as Chairman of the Board of Directors and as
Chief Executive Officer of Triton since its inception. Mr. Kalogris was
previously the Chairman of Triton Cellular Partners, L.P., which specialized in
acquiring and operating rural cellular properties. The assets of Triton
Cellular Partners, L.P. were sold in 2000 for approximately $1.24 billion.
Prior to Triton Cellular Partners, L.P., Mr. Kalogris was President and Chief
Executive Officer of Horizon Cellular Group, which he joined October 1, 1991.
Under Mr. Kalogris' leadership, Horizon Cellular Group became the fifth-largest
independent cellular company in the United States, specializing in suburban
markets and small cities encompassing approximately 3.2 million potential
customers and was sold for approximately $575.0 million. Prior to joining
Horizon Cellular Group, Mr. Kalogris served as President and Chief Executive
Officer of Metrophone, a cellular carrier in Philadelphia, the nation's fourth-
largest market. Mr. Kalogris is a member of the board of directors of the
Cellular Telecommunications Industry Association and serves on its Executive
Committee and Public Policy Council. He is also a member of the advisory board
of Waller Capital Media Partners and the board of directors of Paoli Hospital.

Steven R. Skinner has served as President and Chief Operating Officer and as
a Director of Triton since its inception. Mr. Skinner previously served as the
Vice President of Operations and Chief Operating Officer of Horizon Cellular
Group beginning in January of 1994. From March 1992 through December 1993, Mr.
Skinner served as Vice President of Acquisitions for Horizon Cellular Group.
From January 1991 to March 1992, he served as a consultant in the area of
cellular acquisitions to Norwest Venture Capital Management, Inc. and others.
From August 1987 to January 1991, he served as President and General Manager of
Houston Cellular Telephone Company. Prior to joining Houston Cellular, he
served as a General Manager of Cybertel, Inc., a non-wireline carrier serving
St. Louis. Mr. Skinner was a member of the advisory board of Triton Cellular
Partners, L.P., and Mr. Skinner has also been active in the National
CellularOne Group, most recently acting as Chairman of the Advisory Committee.

David D. Clark has served as Executive Vice President, Chief Financial
Officer and Secretary of Triton since its inception. Mr. Clark served as Chief
Financial Officer of Triton Cellular Partners, L.P. from inception through
April 2000. Before joining Triton, he was a Managing Director

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at Furman Selz L.L.C. specializing in communications finance, which he joined
in February 1996. Prior to joining Furman Selz, Mr. Clark spent over ten years
at Citibank N.A. and Citicorp Securities Inc. as a lending officer and a high
yield finance specialist.

Stephen J. McNulty has served as Senior Vice President of Sales and
Marketing of Triton and President of SunCom since January 2001 and as President
and General Manager of Triton's Mid-Atlantic region from July 1998 through
December 2000. Before joining Triton, he was Vice President Central/West
Operations with United States Cellular in Chicago, Illinois. Mr. McNulty
previously served as Vice President of Marketing for ALLTEL Communications from
February 1994 to May 1997.

Daniel E. Hopkins has served as Senior Vice President of Finance and
Treasurer of Triton since July 1998. Mr. Hopkins served as Treasurer for Triton
Cellular Partners, L.P. from July 1998 through April 2000. From May 1994 until
joining Triton, he was Vice President at PNC Bank, where he focused primarily
on the financing of telecommunications ventures. Mr. Hopkins has over ten years
of banking experience, primarily in the areas of Communications Finance and
Acquisitions/Leveraged Finance.

Glen Robinson has served as Senior Vice President of Technology of Triton
since January 2001 and as Senior Vice President of Engineering and Information
Technology from April 2000 through December 2000. Before joining Triton, Mr.
Robinson served as Chief Technology Officer of Triton Cellular Partners, L.P.
from July 1998 through March 2000 and served as Director or Technical
Operations for AT&T Wireless' Philadelphia OCS and Pittsburgh Cellular Markets
from September 1994 through June 1998. Mr. Robinson has over twenty years of
progressive telecommunications experience, primarily in the area of
engineering.

William A. Robinson has served as Senior Vice President of Operations of
Triton since January 2001 and as Vice President and Controller from March 1998
through December 2000. Before joining Triton, Mr. Robinson served as Director,
Financial Reporting for Freedom Chemical Company from June 1997 through March
1998 and Director, Financial Analysis, Planning and Budgeting for Centeon
L.L.C. from December 1995 through June 1997.

Scott I. Anderson has served as a Director of Triton since February 1998. He
is currently a member of the board of directors of TeleCorp PCS, Wireless
Facilities, Inc. and Telephia, Inc. and a principal of Cedar Grove Partners,
LLC and Cedar Grove Investments. Mr. Anderson was previously Senior Vice
President for Acquisitions and Development at AT&T Wireless, formerly McCaw
Cellular Communications, Inc., which he joined in 1986, and a director of
Horizon Cellular Group.

Arnold L. Chavkin has served as a Director of Triton since February 1998.
Mr. Chavkin was previously a member of the advisory board of Triton Cellular
Partners, L.P. and is currently a director of American Tower Corporation,
Encore Acquisition Partners, Inc., Crown Media Holdings, R&B Falcon
Corporation, Carrizo Oil and Gas, TIW (Asia), HDFC Bank in India and Better
Minerals & Aggregates Co. He also serves on the Advisory Investment Boards of
Richina Group, the Indian Private Equity Fund and the Asia Development Partners
Fund. Mr. Chavkin is an Executive Partner of J.P. Morgan Partners, LLC
(formerly Chase Capital Partners), and was a General Partner from 1992 to 2000.
Prior to joining Chase Capital Partners, he was a member of Chemical Bank's
merchant banking group and a generalist in its corporate finance group
specializing in mergers and acquisitions and private placements for the energy
industry.

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John D. Beletic has served as a Director of Triton since February 1998. Mr.
Beletic currently serves as Chairman and Chief Executive Officer of WebLink
Wireless, Inc. which he joined in March 1992. He also serves as a director of
Tessco Technologies Inc., iPass Inc. and the Personal Communication Industry
Association.

John W. Watkins has served as a Director of Triton since February 1998. Mr.
Watkins serves as a director of Affinity Internet, Advanced TelCom Group,
Kelmscott Communications and Western Integrated Networks. Mr. Watkins manages
private equity investment activities in the communications industries. He is a
Managing General Partner of Telegraph Hill Communications Partners, L.P.
Previously, Mr. Watkins was a Managing Director and an officer of J.P. Morgan
Capital Corporation.

William W. Hague was appointed as a Director of Triton on April 28, 2000 by
AT&T Wireless PCS LLC and previously served as a Director of Triton from
February 1998 through January 1999. Mr. Hague serves as the Senior Vice
President, Corporate Development, Mergers and Acquisitions at AT&T Wireless,
which he joined in 1995. Prior to joining AT&T Wireless and beginning in 1992,
he acted as Director of Legal Affairs and Human Resources at Western Wireless,
Inc.

Audit Committee

The current members of the audit committee are Mr. Anderson, as chairman,
Mr. Chavkin and Mr. Watkins.

Compensation Committee

The current members of the Compensation Committee are Mr. Beletic, as
chairman, Mr. Chavkin and Mr. Watkins.

The functions of the Compensation Committee include overseeing the
administration of Triton's compensation policies and practices; establishing
and administering the compensation plans of members of senior management and
authorizing any adjustments thereto; administering Triton's stock and incentive
plan and authorizing all awards granted thereunder; administering Triton's
employee stock purchase plan; and reporting annually to our stockholders on
matters concerning the compensation of executives of Triton.

Compensation of Directors

The non-employee members of the board of directors receive compensation of
$10,000 per year, plus $1,000 for each meeting they attend in person and $500
for each meeting they attend via conference call. Independent and management
directors may also receive shares of Class A common stock that may, from time
to time, be awarded to them under our stock and incentive plan.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We are party to the following agreements with management and our principal
stockholders.

The Stockholders' Agreement

General. We have entered into an amended and restated stockholders'
agreement, dated as of October 27, 1999, with AT&T Wireless PCS, our initial
institutional investors, which we refer to as the cash equity investors, and
certain of our current and former executive officers. Additional management
stockholders and the independent directors have also agreed to be bound by the
provisions of the stockholders' agreement in connection with the issuance to
them of our capital stock. The agreement covers matters in connection with our
management and operations and the sale, transfer or other disposition of our
capital stock.

Board of Directors. A board of directors divided into three classes and
consisting of seven persons governs Triton. Actions of the board of directors
require the affirmative vote of a majority of the entire board, although some
transactions require a higher vote. The stockholders who are party to our
stockholders' agreement, other than J. P. Morgan SBIC LLC, have agreed that
they will vote their shares together to elect as two of our seven directors the
nominees selected by our cash equity investors and, so long as AT&T Wireless
PCS has the right to nominate a director under our certificate of
incorporation, to elect AT&T Wireless PCS's nominee.

Representatives of AT&T Wireless PCS and several cash equity investors also
have the right to attend each meeting of the board of directors as observers,
provided that they continue to own a certain amount of our capital stock. A
majority of disinterested directors must approve any transactions between
Triton and its stockholders, except for transactions under the stockholders',
license, roaming and resale agreements described in this section and arm's-
length agreements with AT&T Wireless and its affiliates.

Restrictions on Transfer; Rights of First Offer. The stockholders' agreement
imposes restrictions with respect to the sale, transfer or other disposition of
our capital stock held under the terms of the agreement. Stockholders holding
shares of common stock may only transfer their shares of common stock after
complying with rights of first offer and first negotiation granted to specified
parties to the stockholders' agreement. Additionally, holders of common stock
and Series D preferred stock may transfer those shares at any time to an
affiliated successor or an equity investor affiliate, and the cash equity
investors may transfer or otherwise dispose of any of those shares held by them
to any other cash equity investor.

AT&T Wireless PCS may not transfer or dispose of any of its shares of Series
D preferred stock at any time other than to an affiliated successor. In
addition, each stockholder who is a party to the stockholders' agreement has
agreed, subject to some exceptions, not to transfer or otherwise dispose of any
shares of our capital stock to any of the three largest carriers of
telecommunications services that as of February 4, 1998 constituted
interexchange services, other than AT&T Wireless PCS and other specified
wireless carriers.

Registration Rights. The stockholders' agreement grants certain demand and
piggyback registration rights to the stockholders. The following stockholders
may, subject to the restrictions on transfer described above, cause an
underwritten demand registration, subject to customary

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proportionate cutback and blackout restrictions, so long as registration is
reasonably expected to result in aggregate gross proceeds of at least $10.0
million to such stockholder:

. AT&T Wireless PCS;

. any stockholder or group of stockholders beneficially owning shares of
Series C preferred stock or common stock, if the sale of the shares to
be registered is reasonably expected to result in aggregate gross
proceeds of at least $25.0 million; or

. certain management stockholders beneficially owning at least 50.1% of
the shares of common stock then beneficially owned by all such
management stockholders together.

In addition to the demand registration rights, any stockholder may, subject
to the restrictions on transfer described above, piggyback on a registration by
us at any time, other than registrations on Forms S-4 or S-8 of the Securities
Act, subject to customary proportionate cutback restrictions. The demand and
piggyback registration rights and obligations survive until February 4, 2018.

Rights of Inclusion. In the event of a proposed sale by any stockholder to
any person other than an affiliated successor that would constitute 25% or more
of the aggregate outstanding Series C preferred stock and common stock on a
fully-diluted basis, excluding the Series A preferred stock, the other
stockholders have the right to participate in any such proposed sale by
exercising such right within 30 days after receipt of a notice informing them
of such proposed sale. The purchaser may either purchase all stock offered by
all stockholders electing to participate in such sale, or the purchaser may
purchase stock from stockholders electing to participate in such sale on a pro-
rata basis up to the aggregate dollar amount offered by the purchaser to the
initial selling stockholder.

In a separate investors' agreement, the cash equity investors have agreed
that cash equity investors holding 66 2/3% or more of our Class A common stock
and Class B non-voting common stock held by the cash equity investors, in the
aggregate, who propose to sell their shares of common stock may require the
other cash equity investors to also participate in any such sale. As a result,
such cash equity investors may have the effective right to sell control of
Triton.

Exclusivity. The stockholders have agreed that during the term of the
stockholders' agreement, none of the stockholders nor their respective
affiliates will provide or resell, or act as the agent for any person offering,
within the territory defined in the stockholders' agreement, wireless mobile
telecommunications services initiated or terminated using time division
multiple access technology and frequencies licensed by the FCC. However, AT&T
Wireless PCS and its affiliates may:

. resell or act as agent for Triton;

. provide or resell wireless telecommunications services to or from
specific locations; and

. resell wireless telecommunications services for another person in any
area where Triton has not yet placed a system into commercial service.

AT&T Wireless PCS must provide Triton with prior written notice of its
intention to engage in resales for another person, and only dual band/dual mode
phones may be used in connection with the resale activities. Additionally, with
respect to the markets listed on the roaming agreement, Triton and AT&T
Wireless have agreed to cause their respective affiliates in their home carrier
capacities to program and direct the programming of customer equipment so that
the other party, in its capacity as the serving carrier, is the preferred
roaming provider in such markets. Each party also agrees to refrain from
inducing any of its customers to change programming.

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Build-Out. Triton is required to:

. ensure compatibility of its personal communications services systems
with the majority of AT&T Wireless' personal communications services
systems in the southeastern region of the United States;

. satisfy the FCC construction requirements in the territory defined in
the stockholders' agreement;

. offer various core service features with respect to its systems;

. cause its systems to comply with AT&T Wireless' time division multiple
access quality standards; and

. refrain from providing or reselling interexchange services, other than
interexchange services under its FCC licenses or that Triton procures
from AT&T Wireless.

If Triton materially breaches any of the foregoing operational obligations
or if AT&T Wireless PCS or its affiliates discontinues the use of time division
multiple access digital technology and adopts a new technology standard in a
majority of its U.S. markets and Triton declines to adopt the new technology,
AT&T Wireless PCS may terminate its exclusivity obligations.

Certain Transactions. In the event of a merger, consolidation, asset
acquisition or disposition or other business combination involving AT&T and an
entity that:

. derives from telecommunications businesses annual revenues in excess of
$5.0 billion;

. derives less than one-third of its aggregate revenues from the provision
of wireless telecommunications; and

. owns FCC licenses to offer and does offer wireless mobility
telecommunications services serving more than 25% of the potential
customers within the territory defined in the stockholders' agreement,

AT&T Wireless will have the right, upon written notice, to terminate
substantially all of its exclusivity obligations described above in a portion
of the territory in which the other party owns an FCC license to offer
commercial mobile radio service. However, upon such a termination, Triton has
the right to cause AT&T Wireless PCS to exchange into shares of Series B
preferred stock:

. all of the shares of its Series A preferred stock; and

. all of the shares of its Series D preferred stock, its Series C
preferred stock or any common stock it may have received upon conversion
of its Series D preferred stock into any one of them.

In the event that AT&T is required in any such transaction to dispose of any
of its personal communications services systems in the Charlotte, North
Carolina, Atlanta, Georgia, Baltimore, Maryland/Washington, D.C. or Richmond,
Virginia basic trading areas, Triton has certain marketing rights. AT&T has
agreed, for a period of 180 days, to jointly market with any of its applicable
markets any of Triton's personal communications services systems that are
located within the major trading areas that include the applicable AT&T basic
trading areas. Triton's right is exercisable at any time within the period
commencing with the date of the announcement by AT&T of any such transaction
and terminating on the later of six months after consummation of the
transaction or the date by which AT&T is required under applicable law to
dispose of any such system.

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Without the prior written consent of AT&T Wireless PCS, Triton and its
subsidiaries may not effect any sale of substantially all the assets or
liquidation, merger or consolidation of Triton or any of its subsidiaries or
engage in any business other than permitted businesses. There are limited
exceptions to this provision.

Acquisition of Cellular Licenses. Triton may acquire cellular licenses if,
among other circumstances, the board of directors determines such licenses are
demonstrably superior alternatives to construction of a personal communications
services system in the applicable area within the territory, provided that:

. a majority of the cellular potential customers are within the territory
defined in the stockholders' agreement;

. AT&T and its affiliates do not own commercial mobile radio service
licenses in the area; and

. Triton's ownership of the cellular license will not cause AT&T or any
affiliate to be in breach of any law or contract.

Equipment, Discounts and Roaming. At Triton's request, AT&T Wireless PCS
will use all commercially reasonable efforts to assist Triton in obtaining
discounts from any vendor with whom Triton is negotiating for the purchase of
any infrastructure equipment or billing services and to enable Triton to become
a party to the roaming agreements between AT&T Wireless PCS and its affiliates
which operate other cellular and personal communications services systems so
long as AT&T Wireless PCS, in its sole discretion, does not determine such
activities to be adverse to its interests.

Resale Agreements. At AT&T Wireless PCS's request, Triton will enter into
resale agreements relating to the territory defined in the stockholders'
agreement. The rates, terms and conditions of service that Triton provides
shall be at least as favorable to AT&T Wireless PCS, taken as a whole, as the
rates, terms and conditions provided by Triton to other customers.

Subsidiaries. All of our subsidiaries must be direct or indirect wholly-
owned subsidiaries.

Amendments. Amendments to the stockholders' agreement require the consent of
the following stockholders:

. a majority of the shares of each class of capital stock held by the
parties to the stockholders' agreement, including AT&T Wireless PCS;

. two-thirds of the common stock beneficially owned by the cash equity
investors; and

. 60.1% of the common stock beneficially owned by the management
stockholders.

However, in the event any party to the stockholders' agreement ceases to own
any shares of capital stock, the party ceases to be a party to the
stockholders' agreement and his or her corresponding rights and obligations
terminate.

Termination. The stockholders' agreement terminates upon the earliest to
occur of:

. the written consent of each party to the agreement;

. February 4, 2009; and

. one stockholder beneficially owning all of the shares of common stock.

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However, certain provisions of the agreement expire on February 4, 2008, and
some consent rights of AT&T Wireless PCS expire if it fails to own a specified
amount of capital stock.

License Agreement

Under the terms of a network membership license agreement, dated as of
February 4, 1998, between AT&T and Triton, AT&T has granted Triton a royalty-
free, non-transferable, non-exclusive limited right and license to use various
licensed marks solely in connection with specified licensed activities, as
described below. The licensed marks include the logo containing the AT&T and
globe design and the expression Member, AT&T Wireless Services Network. The
licensed activities include:

. the provision to end-users and resellers, solely within the territory
specified in the agreement, of communications services on frequencies
licensed to Triton for commercial mobile and radio service provided in
accordance with the AT&T agreements; and

. marketing and offering the licensed services within the territory
specified in the agreement.

The license agreement also grants Triton the right and license to use the
licensed marks on permitted mobile phones.

AT&T has agreed not to grant to any other person, other than a subsidiary of
AT&T, a right or license to provide or resell, or act as agent for any person
offering, the communications services Triton is offering within the territory
under the licensed marks except to:

. any person who resells, or acts as Triton's agent for, communications
services provided by Triton, or

. any person who provides or resells wireless communications services to
or from specific locations such as buildings or office complexes, even
if the applicable subscriber equipment being used is capable of routine
movement within a limited area and even if such subscriber equipment may
be capable of obtaining other telecommunications services beyond that
limited area and hand-off between the service to the specific location
and such other telecommunications services.

In all other instances, except as described above, AT&T reserves for itself
all rights of ownership and use of the licensed marks in connection with its
marketing, offering or provision of services, whether within or without the
territory.

The license agreement contains numerous restrictions with respect to
Triton's use and modification of any of the licensed marks. Triton is obligated
to use commercially reasonable efforts to cause all licensed services that use
the licensed marks to be of comparable quality to the licensed services AT&T
markets and provides in areas comparable to Triton's licensed territory, taking
into account the relative stage of development of the areas and other factors.
The license agreement also sets forth specific testing procedures to determine
compliance with these standards and affords Triton a grace period to cure any
instances of alleged noncompliance. Following the cure period, Triton must
cease using the licensed marks until Triton is in compliance.

Triton may not assign or sublicense any of its rights under, or grant a
security interest in, the license agreement. However, the license agreement may
be, and has been, assigned to Triton's lenders under Triton's credit facility.
After the expiration of any applicable grace and cure periods under the credit
facility, Triton's lenders may enforce Triton's rights under the license
agreement and assign the license agreement to any person with AT&T's consent.

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The license agreement has a five-year term, expiring February 4, 2003, which
renews for an additional five-year period if neither party terminates the
agreement. The license agreement may be terminated at any time in the event of
Triton's significant breach, including Triton's misuse of any licensed marks,
Triton's license or assignment of any of the rights in the license agreement,
Triton's failure to maintain AT&T's quality standards or if Triton experiences
a change of control. After the initial five-year term, in the event AT&T
Wireless PCS converts any shares of Series A preferred stock into common stock
in connection with the stockholders' agreement, the license agreement
terminates on the later of two years from the date of such conversion and the
then existing expiration date of the license agreement. After the initial five-
year term, AT&T may also terminate the license agreement upon the occurrence of
specified transactions. See "--The Stockholders' Agreement--Certain
Transactions."

Roaming Agreement

Under an intercarrier roamer service agreement, dated as of February 4,
1998, between AT&T Wireless, on behalf of its affiliates, and Triton, AT&T
Wireless and Triton agreed to provide wireless mobile radio-telephone service
for registered customers of the other party's customers when they are out of
their home carrier's geographic area and in the geographic area where the
serving carrier, itself or through affiliates, holds a license or permit to
construct and operate a wireless mobile radio-telephone system and station.
Each home carrier whose customers receive service from a serving carrier shall
pay the serving carrier 100% of the wireless service charges and 100% of the
pass-through charges, such as any toll or other charges. The roaming rate
charges to AT&T Wireless for its customers roaming onto our network will
decline over the next several years. In addition, on or after September 1,
2005, the parties may renegotiate the rate from time to time.

The roaming agreement has a term of 20 years expiring February 4, 2018,
unless a party terminates earlier due to:

. the other party's uncured breach of any term of the roaming agreement;

. the other party's voluntary liquidation or dissolution; or

. the FCC's revocation or denial of the other party's license or permit to
provide commercial mobile radio service.

Neither party may assign or transfer the roaming agreement or any of its
rights or obligations under the roaming agreement except to an assignee of all
or part of its license or permit to provide commercial mobile radio service,
provided that the assignee expressly assumes all or the applicable part of the
assigning party's obligations under the roaming agreement and becomes a party
to the roaming agreement.

Resale Agreement

Under the terms of the stockholders' agreement, Triton is required at AT&T
Wireless PCS's request to enter into a resale agreement in an agreed-upon form.
Under the resale agreement, AT&T Wireless will be granted the right to purchase
and resell on a nonexclusive basis access to and usage of Triton's services in
Triton's service area. AT&T Wireless will pay Triton the charges, including
usage and roaming charges, associated with services it requests under the
agreement. Triton will retain the continuing right to market and sell its
services to customers and potential customers.

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Triton has agreed under the stockholders' agreement that the rates, terms
and conditions of service, taken as a whole, that it provides to AT&T Wireless
under the resale agreement shall be at least as favorable as, or if permitted
by applicable law, superior to, the rates, terms and conditions of service,
taken as a whole, to any other customer that purchases services from Triton.
Triton will design the rate plan it will offer under the resale agreement to
result in a discounted average actual rate per minute of use AT&T Wireless pays
for service at least 25% below the weighted average actual rate per minute that
Triton bills its customers generally for access and air time. The terms of the
stockholders' agreement also require Triton and AT&T to negotiate commercially
reasonable reductions to such resale rate based on increased volume
commitments.

The resale agreement will have a term of 10 years and will renew
automatically for successive one-year periods unless either party elects to
terminate the agreement. Following the eleventh anniversary of the agreement,
either party may terminate with 90 days' prior written notice. Furthermore,
AT&T Wireless may terminate the agreement at any time for any reason on 180-
days' written notice.

Neither party may assign or transfer the resale agreement or any of its
rights thereunder without the other party's prior written consent, which will
not be unreasonably withheld, except:

. to an affiliate of that party at the time of the agreement's execution;

. by Triton to any of its operating subsidiaries; and

. to an entity to whom the outstanding common stock or substantially all
of the assets of Triton are transferred after first receiving FCC or
other necessary approvals.

Other Agreements with AT&T Wireless PCS

Triton and AT&T Wireless PCS, from time to time, provide certain other
services to each other, including referring each other to national accounts,
providing development and engineering services related to network build-out and
providing marketing assistance for certain services. Such services are provided
at agreed rates, which are generally based on market rates.

Other Related Party Transactions

J.P. Morgan Partners (23A SBIC), LLC, J.P. Morgan SBIC LLC and Sixty Wall
Street SBIC Fund, L.P., which together own approximately 22.4% of our Class A
common stock prior to this offering, are subsidiaries of J.P. Morgan Chase &
Co. In addition, J.P. Morgan SBIC LLC owns 7,820,268 shares of our Class B non-
voting common stock, and Sixty Wall Street SBIC Fund, L.P. owns 390,559 shares
of our Class B non-voting common stock. Arnold L. Chavkin, a director of
Triton, is an officer of the managing member of J.P. Morgan Partners (23A
SBIC), LLC.

Affiliates of J.P. Morgan Chase & Co. have performed various financial
advisory, investment banking and commercial banking services from time to time
for Triton and its affiliates. J.P. Morgan Securities Inc. acted as an initial
purchaser for the offerings of our 11% senior subordinated discount notes due
2008, our 9 3/8% senior subordinated notes due 2011 and our 8 3/4% senior
subordinated notes due 2011, and as an underwriter for the initial public
offering of our Class A common stock in October 1999. In addition, The Chase
Manhattan Bank is a lender and an agent under our credit facility.

An affiliate of First Union Affordable Housing Community Development
Corporation, which beneficially owns more than 5% of our capital stock, served
as an underwriter and received

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underwriter fees in connection with our initial public offering completed in
October 1999 and its follow-on offering in February 2001.

Under an agreement between Triton Cellular, Inc., an entity affiliated with
Triton through management overlap and shared lease facilities, and Triton,
allocations for management services rendered by some of Triton's management
employees on behalf of Triton Cellular and allocations for shared lease
facilities are charged to Triton Cellular. Those allocations totaled $196,000
during 2000. We no longer perform these services.

On September 14, 2000, Triton PCS entered into an amended and restated loan
agreement that provided for a senior secured bank facility with a group of
lenders for an aggregate amount of $750.0 million of borrowings. An affiliate
of First Union Affordable Housing Community Development Corporation, which
beneficially owns approximately 6.4% of our Class A common stock, serves as
lender under the credit facility, and an affiliate of J.P. Morgan Chase & Co.
(which, through its subsidiaries, owns approximately 22.4% of our Class A
common stock), serves as lender and agent under the credit facility. Each of
the lenders and agents under the credit facility has received and will continue
to receive customary fees and expenses in connection with the credit facility.
For the nine-months ended September 30, 2001, an affiliate of First Union
Affordable Housing Community Development Corporation received approximately
$1,305,254 in its capacity as lender under such facility, and affiliates of
J.P. Morgan Chase & Co. received approximately $3,021,978 in their capacity as
lender and agent under such facility.

We have entered into letter agreements with several of our management
employees and with our independent directors. Under the letter agreements,
these individuals were issued shares of our Class A common stock that generally
vest at 20% per year over a five-year period.

On August 12, 1999, we entered into stock purchase agreements with each of
Scott I. Anderson and John D. Beletic, our two independent directors, and one
officer under which we agreed to sell to them an aggregate of 3,400 shares of
our Series C preferred stock (which were converted into 78,200 shares of Class
A common stock in our initial public offering) for a purchase price of $100 per
share. This transaction was closed in September 1999.

First Union Securities, Inc., an affiliate of First Union Affordable Housing
Community Development Corporation, acted as our exclusive financial advisor in
connection with the sale of our personal communications towers to American
Tower, L.P. pursuant to an asset purchase agreement dated July 13, 1999. We
paid a fee to such entity of $1.07 million in connection with the consummation
of such sales which occurred on September 22, 1999.

S-69

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of our Class A common stock, as of September 30, 2001, by (i) each
current director, (ii) each current executive officer, (iii) all current
directors and executive officers as a group, (iv) each of our stockholders who,
based on our records, was known to us to be the beneficial owner, as defined in
Rule 13d-3 under the Securities Exchange Act of 1934, of more than 5% of the
Class A common stock, and (v) each of the selling stockholders both before and
after giving effect to this offering. The selling stockholders may include
certain affiliates of the selling stockholders named below. The persons named
in this table have sole voting and investment power with respect to all shares
of Class A common stock shown as beneficially owned by them, subject to
community property laws where applicable and subject to the information
contained in the footnotes to this table. The number of shares of Class A
common stock outstanding as of the date of this table, September 30, 2001, was
59,045,022.

Beneficial Ownership Before Beneficial Ownership After
Offering Offering
------------------------------ ------------------------------
Name and Address of Number of
Beneficial Number of Percentage of Shares Number of Percentage of
Owner(1) Voting Shares Voting Shares Being Offered** Voting Shares Voting Shares
------------------- ------------- ------------- --------------- ------------- -------------

Michael E. Kalogris..... 2,993,077(9) 5.1% -- 2,993,077(9) 5.0%
Steven R. Skinner....... 2,122,068(10) 3.6 -- 2,122,068(10) 3.6
David D. Clark.......... 496,506(11) * -- 496,506(11) *
Stephen J. McNulty...... 190,573(12) * -- 190,573(12) *
Daniel E. Hopkins....... 128,000(13) * -- 128,000(13) *
William A. Robinson..... 93,660(14) * -- 93,660(14) *
Glen Robinson........... 123,419(15) * -- 123,419(15) *
Scott I. Anderson....... 22,643 * -- 22,643 *
John D. Beletic......... 31,343(16) * -- 31,343(16) *
Arnold L. Chavkin(2).... -- -- -- -- --
William W. Hague(3)..... -- -- -- -- --
John W. Watkins......... -- -- -- -- --
J.P. Morgan Partners
(23A SBIC), LLC(2)(4).. 11,409,614 19.3 2,395,457 9,014,157 15.2
J.P. Morgan SBIC
LLC(4)................. 1,734,965(17) 2.9 2,006,129 -- (17) --
Sixty Wall Street SBIC
Fund, L.P.(4)(5)....... 86,620(18) * 100,184 -- (18) --
Desai Capital Management
Incorporated(6)........ 11,067,439(19) 18.7 2,323,230 8,744,209(19) 14.7
Toronto Dominion Capital
(U.S.A.), Inc.(7)...... 2,766,871 4.7 225,000 2,541,871 4.3
First Union Affordable
Housing Community
Development
Corporation(8)......... 3,793,561(20) 6.4 -- 3,793,561(20) 6.4
AT&T Wireless PCS
LLC(3)................. 12,504,720(21) 17.5 -- 12,504,720(21) 17.4
DAG-Triton PCS, L.P..... 1,727,728 2.9 150,000 1,577,728 2.7
All directors and
executive
officers as a group (12
persons)............... 6,201,289 10.5 -- 6,201,289 10.4

--------
* Represents less than 1%.
** Gives effect to the automatic conversion of 271,164 shares and 13,564
shares of Class B non-voting common stock held by J.P. Morgan SBIC LLC and
Sixty Wall Street SBIC Fund, L.P., respectively, on a share-for-share basis
into shares of Class A common stock in connection with the offering and
assumes that the underwriters do not exercise their over-allotment option.
If the underwriters fully exercise their over-allotment option, J.P. Morgan
Partners (23A SBIC), LLC, J.P. Morgan SBIC LLC, Sixty Wall Street SBIC
Fund, L.P., Desai Capital Management Incorporated, Toronto Dominion Capital
(U.S.A.), Inc. and DAG-Triton PCS, L.P., would each sell an additional
359,319 shares, 300,919 shares, 15,027 shares, 348,485 shares, 33,750
shares

S-70

and 22,500 shares of Class A common stock, respectively, and the number of
voting shares and voting percentage of each selling stockholder will be
8,654,838 shares and 14.5%, no voting shares and 0%, no voting shares and
0%, 8,395,724 shares and 14.1%, 2,508,121 shares and 4.2%, and 1,555,228
shares and 2.6%, respectively. In connection with the full exercise of the
underwriters' over-allotment option, 300,919 shares and 15,027 shares of
Class B non-voting common stock held by J.P. Morgan SBIC LLC and Sixty
Wall Street SBIC Fund, L.P., respectively, will automatically convert into
shares of our Class A common stock.
(1) Unless otherwise indicated, the address of each person listed in this
table is c/o Triton Management Company, 1100 Cassatt Road, Berwyn,
Pennsylvania 19312.
(2) Mr. Chavkin is an officer of the managing member of J.P. Morgan Partners
(23A SBIC), LLC and an Executive Partner of J.P. Morgan Partners, LLC. Mr.
Chavkin disclaims beneficial ownership of any shares held by J.P. Morgan
Partners (23A SBIC), except to the extent of his pecuniary interest
therein. The address of J.P. Morgan Partners (23A SBIC), LLC is
c/o J.P. Morgan Partners, LLC, 1221 Avenue of the Americas, New York, New
York 10020.
(3) Mr. Hague is Senior Vice President, Corporate Development, Merger and
Acquisitions at AT&T Wireless Services, Inc., an affiliate of AT&T
Wireless PCS LLC. Mr. Hague disclaims beneficial ownership of any shares
held by such entity. The address of AT&T Wireless Services and AT&T
Wireless PCS LLC is 7277 164th Avenue, N.E., Redmond, Washington 98052.
(4) J.P. Morgan SBIC LLC is the successor to J.P. Morgan Investment
Corporation. J.P. Morgan Partners (23A SBIC), LLC, J.P. Morgan SBIC LLC
and Sixty Wall Street SBIC Fund, L.P. are subsidiaries of J.P. Morgan
Chase & Co. The address of J.P. Morgan SBIC LLC is c/o J.P. Morgan
Partners, 101 California Street, 38th Floor, San Francisco, California
94111.
(5) Sixty Wall Street SBIC Fund, L.P. is an affiliate of J.P. Morgan SBIC LLC
and J.P. Morgan Partners (23A SBIC), LLC. The address of Sixty Wall Street
SBIC Fund, L.P. is 60 Wall Street, New York, New York 10260.
(6) The address of Desai Capital Management Incorporated is 540 Madison
Avenue, New York, New York 10022.
(7) The address of Toronto Dominion Capital (U.S.A.), Inc. is 909 Fannin,
Suite 1700, Houston, Texas 77010.
(8) The address of First Union Affordable Housing Community Development
Corporation is One First Union Center, 301 S. College Street, 12th Floor,
Charlotte, North Carolina 28288.
(9) Includes 50,839 shares of Class A common stock held by Mr. Kalogris as
trustee under an amended and restated common stock trust agreement for
management employees and independent directors, dated June 26, 1998, under
which we will distribute Class A common stock to management employees and
independent directors. 1,504,719 of the 2,942,238 shares of Class A common
stock directly held by Mr. Kalogris are subject to forfeiture in
accordance with Mr. Kalogris' employment agreement.
(10) 1,091,041 of the 2,122,068 shares of Class A common stock are subject to
forfeiture according to the terms of Mr. Skinner's employment agreement.
(11) 322,477 of the 496,506 shares of Class A common stock are subject to
forfeiture according to the terms of Mr. Clark's employment agreement.
(12) 125,008 of the 190,573 shares of Class A common stock are subject to
forfeiture according to the terms of letter agreements, dated as of
January 11, 1999, August 9, 1999, August 15, 2000 and May 1, 2001 between
Triton and Mr. McNulty.
(13) 83,054 of the 128,000 shares of Class A common stock are subject to
forfeiture according to the terms of letter agreements, dated as of July
15, 1999, November 9, 2000 and May 1, 2001 between Triton and Mr.
Hopkins.

S-71

(14) 78,833 of the 93,660 shares of Class A commons stock are subject to
forfeiture according to the terms of letter agreements, dated as of June
30, 1999, August 15, 2000 and May 1, 2001 between Triton and Mr. W.
Robinson.
(15) Includes 35,906 shares of Class A common stock held directly by Mr. G.
Robinson's spouse. Mr. G. Robinson disclaims beneficial ownership of any
shares held by his spouse. 85,000 of the 87,513 shares of Class A common
stock are subject to forfeiture according to the terms of a letter
agreement, dated as of May 23, 2000 and May 1, 2001 between Triton and
Mr. G. Robinson.
(16) Includes 800 shares of Class A common stock held directly by Mr. Beletic's
daughter. Mr. Beletic disclaims beneficial ownership of any shares held by
his daughter.
(17) J.P. Morgan SBIC LLC also owns 7,820,268 shares of Class B non-voting
common stock. After the offering, J.P. Morgan SBIC LLC will own no shares
of Class A common stock and, if the underwriters fully exercise their
over-allotment option, it will own 7,248,185 shares of Class B non-voting
common stock.
(18) Sixty Wall Street SBIC Fund, L.P. also owns 390,559 shares of Class B non-
voting common stock. After the offering, Sixty Wall Street SBIC Fund, L.P.
will own no shares of Class A common stock and, if the underwriters fully
exercise their over-allotment option, it will own 361,968 shares of Class
B non-voting common stock.
(19) Consists of 5,951,372 shares of Class A common stock held by Private
Equity Investors III, L.P. and 5,116,067 shares of Class A common stock
held by Equity-Linked Investors-II, each an affiliate of Desai Capital
Management. After the offering, Private Equity Investors III, L.P. and
Equity-Linked Investors-II will hold 4,703,797 and 4,040,412 shares of
Class A common stock respectively, and, if the underwriters fully exercise
their over-allotment option, Private Equity Investors III, L.P. and
Equity-Linked Investors-II will hold 4,516,661 and 3,879,063 shares of
Class A common stock respectively. The address for Private Equity
Investors III, L.P. and Equity-Linked Investors-II is 540 Madison Avenue,
38th Floor, New York, New York 10022.
(20) Includes 475,351 shares held by certain affiliates of First Union
Affordable Housing Community Development Corporation.
(21) Consists of 543,683.47 shares of Series D preferred stock convertible into
12,504,720 shares of Class A common stock. Shares of Series D preferred
stock are convertible into an equivalent number of shares of Series C
preferred stock at any time, and shares of Series C preferred stock are
convertible into shares of Class A common stock or Class B non-voting
common stock at any time.

S-72

DESCRIPTION OF CERTAIN INDEBTEDNESS

The following are summaries of certain material provisions of the notes
issued by our subsidiary, Triton PCS, Inc., and the Triton PCS credit facility.
These summaries are qualified in their entirety by the indentures and the
credit facility, which we have previously filed with the SEC. In this section,
"Triton," "we" and "us" each refers only to Triton PCS Holdings, Inc. and not
to any of its subsidiaries.

Senior Subordinated Notes

11% senior subordinated discount notes due 2008

The 11% notes were issued under an indenture, dated as of May 4, 1998, among
Triton PCS, the guarantors of the 11% notes and The Bank of New York, as
successor trustee. The 11% notes:

. mature on May 1, 2008 and are limited to an aggregate principal amount
at maturity of $511,989,000;

. were issued at an issue price of $585.95 per $1,000 aggregate principal
amount at maturity and generated gross proceeds to us of $300.0 million;

. are general, unsecured obligations of Triton PCS, subordinated in right
of payment to all senior debt, including all obligations under the
credit facility described below;

. accrue interest at a rate of 11% per annum, computed on a semiannual
bond equivalent basis, calculated from May 4, 1998, will not bear
interest payable in cash prior to May 1, 2003 and will bear interest
payable semiannually in cash on each May 1 and November 1, beginning May
1, 2003; and

. are guaranteed on a joint and several basis by all domestic subsidiaries
of Triton PCS that are direct or indirect obligors under, or in respect
of, any senior credit facilities. As of the date of this prospectus, all
of the direct and indirect subsidiaries of Triton PCS are guarantors of
the 11% notes on a full, unconditional and joint and several basis. The
guarantees of the 11% notes are unsecured obligations of the guarantors,
subordinated in right of payment to all senior debt of the guarantors,
including all of the guarantors' obligations under their guarantees of
the credit facility.

Triton PCS may elect to redeem all or part of the 11% notes at any time on
or after May 1, 2003 and prior to maturity, at the following redemption prices,
expressed as percentages of principal amount, plus accrued and unpaid interest
if redeemed during the 12-month period beginning on May 1 of the years
indicated:

Year Redemption Price
---- ----------------

2003...................................................... 105.50%
2004...................................................... 103.67%
2005...................................................... 101.84%
2006 and thereafter....................................... 100.00%

If a change of control, as defined below, occurs, each noteholder may
require Triton PCS to repurchase its 11% notes, in whole or in part, at a
purchase price equal to 101% of the 11% notes' accreted value or the principal
amount at maturity, as applicable, plus accrued and unpaid interest to the
purchase date. The Triton PCS credit facility prohibits the purchase of
outstanding 11% notes

S-73

prior to repayment of the borrowings under the credit facility. A change of
control will occur under the indenture if any one or more of the following
events occurs:

. any person or group, as those terms are used in Sections 13(d) and 14(d)
of the Exchange Act, other than a permitted holder or permitted holders
or a person or group controlled by a permitted holder or permitted
holders, becomes the beneficial owner, as defined in Rules 13d-3 and
13d-5 under the Exchange Act, except that a person shall be deemed to
have beneficial ownership of all securities that person has the right to
acquire within one year, upon the happening of an event or otherwise, is
or becomes the beneficial owner, directly or indirectly, of:

(a) Triton's securities representing 50% or more of the combined voting
power of its then outstanding voting stock, or

(b) Triton PCS's securities representing 50% or more of the combined
voting power of its then outstanding voting stock;

. the following individuals cease for any reason to constitute more than a
majority of the number of directors then serving on the board of Triton
or Triton PCS:

(a) individuals who, on May 4, 1998, constitute the board, and

(b) any new director, other than a director whose initial assumption of
office is in connection with an actual or threatened election
contest, including a consent solicitation relating to the election
of directors of Triton or Triton PCS, whose appointment or election
by the board or nomination for election by our stockholders was
approved by the vote of at least two-thirds of the directors then
still in office or whose appointment, election or nomination was
previously so approved or recommended; or

. the stockholders of Triton or Triton PCS shall approve any plan of
liquidation, whether or not otherwise in compliance with the provisions
of the indenture.

The transfer, by lease, assignment, sale or otherwise, in a single
transaction or series of transactions, of all or substantially all of the
properties or assets of one or more of the subsidiaries of Triton PCS, the
capital stock of which constitutes all or substantially all of Triton PCS's
properties and assets, shall be deemed to be the transfer of all or
substantially all of Triton PCS's properties and assets.

Triton PCS is also required to offer to repurchase the 11% notes if all or
some of the net proceeds of an asset sale are not used to acquire an entity
engaged in a permitted business, to purchase other long term assets used or
useful in a permitted business or to repay any senior indebtedness.

The indenture contains restrictive covenants which, among other things,
restrict Triton PCS's and its restricted subsidiaries' ability to:

. incur additional indebtedness;

. pay dividends, make investments or redeem or retire stock of Triton PCS
or subordinated indebtedness of Triton PCS or any subsidiary;

. cause encumbrances or restrictions to exist on the ability of its
subsidiaries to pay dividends and make investments in, or transfer any
property or assets to Triton PCS;

. create liens on their assets;

S-74

. sell assets;

. engage in transactions with affiliates;

. engage in businesses other than a permitted business;

. designate any subsidiaries of Triton PCS as unrestricted subsidiaries
under the indenture;

. engage in mergers or consolidations; or

. amend, modify or waive, or refrain from enforcing, any provision of the
securities purchase agreement dated October 8, 1997.

The indenture provides for acceleration upon customary events of default,
including cross defaults, judgment defaults and events of bankruptcy.

9 3/8% senior subordinated notes due 2011

The 9 3/8% notes were issued under an indenture, dated as of January 19,
2001, among Triton PCS, the guarantors of the 9 3/8% notes and The Bank of New
York, as trustee. The 9 3/8% notes:

. mature on February 1, 2011 and are limited to an aggregate principal
amount of $400.0 million;

. were issued at an issue price of $991.95 per $1,000 aggregate principal
amount and generated gross proceeds to us of $347.2 million;

. are general, unsecured obligations of Triton PCS, subordinated in right
of payment to all senior debt, including all obligations under the
credit facility described below;

. accrue interest at a rate of 9 3/8% per annum, computed on a semiannual
bond equivalent basis, payable semiannually in cash on each February 1
and August 1; and

. are guaranteed on a joint and several basis by all domestic subsidiaries
of Triton PCS that are direct or indirect obligors under, or in respect
of, any senior credit facilities. As of the date of this prospectus, all
of the direct and indirect subsidiaries of Triton PCS are guarantors of
the 9 3/8% notes on a full, unconditional and joint and several basis.
The guarantees of the 9 3/8% notes are unsecured obligations of the
guarantors, subordinated in right of payment to all senior debt of the
guarantors, including all of the guarantors' obligations under their
guarantees of the credit facility

Triton PCS may elect to redeem all or part of the 9 3/8% notes at any time
on or after February 1, 2006 and prior to maturity, at the following redemption
prices, expressed as percentages of principal amount, plus accrued and unpaid
interest if redeemed during the 12-month period beginning on February 1 of the
years indicated:

Year Redemption Price
---- ----------------

2006...................................................... 104.688%
2007...................................................... 103.125%
2008...................................................... 101.563%
2009 and thereafter....................................... 100.000%

In addition, on or prior to February 1, 2004, Triton PCS may redeem up to
35% of the aggregate principal amount of the 9 3/8% notes issued under the
indenture, at a redemption price equal to

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109.375% of the principal amount of the notes being redeemed with the net
proceeds of one or more equity offerings of:

. our qualified stock; or

. a special purpose corporation formed to hold our qualified stock or the
qualified stock of Triton PCS.

However, at least 65% of the aggregate principal amount at maturity of the 9
3/8% notes originally issued under the indenture must remain outstanding
immediately after giving effect to the redemption.

The other redemption and repurchase provisions, restrictive covenants and
events of default contained in the indenture governing the 9 3/8% notes are
substantially the same as those in the indenture for the 11% senior
subordinated discount notes due 2008.

8 3/4% senior subordinated notes due 2011

The 8 3/4% notes were issued under an indenture, dated as of November 14,
2001, among Triton PCS, the guarantors of the 8 3/4% notes and The Bank of New
York, as trustee. The 8 3/4% notes:

. mature on November 15, 2011;

. were not issued at a discount from the $1,000 aggregate principal amount
per note and generated gross proceeds to us of $400.0 million;

. are general, unsecured obligations of Triton PCS, subordinated in right
of payment to all senior debt, including all obligations under the
credit facility described below;

. accrue interest at a rate of 8 3/4% per annum, computed on a semiannual
bond equivalent basis, payable semiannually in cash on each May 15 and
November 15; and

. are guaranteed on a joint and several basis by all domestic subsidiaries
of Triton PCS that are direct or indirect obligors under, or in respect
of, any senior credit facilities. As of the date of this prospectus, all
of the direct and indirect subsidiaries of Triton PCS are guarantors of
the 8 3/4% notes on a full, unconditional and joint and several basis.
The guarantees of the 8 3/4% notes are unsecured obligations of the
guarantors, subordinated in right of payment to all senior debt of the
guarantors, including all of the guarantors' obligations under their
guarantees of the credit facility.

Triton PCS may elect to redeem all or part of the 8 3/4% notes at any time
on or after November 15, 2006 and prior to maturity, at the following
redemption prices, expressed as percentages of principal amount, plus accrued
and unpaid interest if redeemed during the 12-month period beginning on
November 15 of the years indicated:

Year Redemption Price
---- ----------------

2006...................................................... 104.375%
2007...................................................... 102.917%
2008...................................................... 101.458%
2009 and thereafter....................................... 100.000%

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In addition, on or prior to November 15, 2004, Triton PCS may redeem up to
35% of the aggregate principal amount of the 9 3/8% notes issued under the
indenture, at a redemption price equal to 108.75% of the principal amount of
the notes being redeemed with the net proceeds of one or more equity offerings
of:

. our qualified stock; or

. a special purpose corporation formed to hold our qualified stock or the
qualified stock of Triton PCS.

The other redemption and repurchase provisions, restrictive covenants and
events of default contained in the indenture governing the 8 3/4% notes are
substantially the same as those in the indenture for the 11% senior
subordinated discount notes due 2008.

Credit Facility

On September 14, 2000, Triton entered into an amended and restated loan
agreement that provided for a senior secured bank facility with a group of
lenders for an aggregate amount of $750.0 million of borrowings.

The credit facility provides for:

. a $175.0 million senior secured Tranche A term loan maturing on August
4, 2006;

. a $150.0 million senior secured Tranche B term loan maturing on May 4,
2007;

. a $175.0 million senior secured Tranche C term loan maturing on August
4, 2006;

. a $150.0 million senior secured Tranche D term loan maturing on August
4, 2006; and

. a $100.0 million senior secured revolving credit facility maturing on
August 4, 2006.

The terms of the credit facility will permit us, subject to various terms
and conditions, including compliance with specified leverage ratios and
satisfaction of build-out and subscriber milestones, to draw up to $750.0
million to finance working capital requirements, capital expenditures,
permitted acquisitions and other corporate purposes. Our borrowings under these
facilities are subject to customary terms and conditions. In addition, we have
granted to our lenders under the credit facility a security interest in
substantially all of our assets and those of each of our existing and
subsequently acquired or organized domestic subsidiaries, including a first
priority pledge of all of the capital stock of all of our domestic
subsidiaries, and we have granted a pledge of our capital stock.

We must repay the term loans in quarterly installments, beginning on
February 4, 2002, and the commitments to make loans under the revolving credit
facility will be automatically and permanently reduced beginning on August 4,
2004. In addition, the credit facility requires us to make mandatory
prepayments of outstanding borrowings under the credit facility, commencing
with the fiscal year ending December 31, 2001, based on a percentage of excess
cash flow and contains financial and other covenants customary for facilities
of this type, including limitations on investments and on our ability to incur
debt and pay dividends. The net proceeds from the offering of the 8 3/4% notes
were

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used to pay down term borrowings under our credit facility. Approximately
$160.6 million of the net proceeds were paid towards term borrowings under the
Tranche A term loan, approximately $160.6 million of net proceeds were paid
towards term borrowings under the Tranche C term loan, and approximately $68.8
million of the net proceeds were paid towards term borrowings under the Tranche
D term loan. After giving effect to the application of the net proceeds from
the 8 3/4% notes, we had outstanding borrowings of:

. approximately $14.4 million under the Tranche A term loan;

. $150.0 million under the Tranche B term loan;

. approximately $14.4 million under the Tranche C term loan;

. approximately $6.2 million under the Tranche D term loan; and

. there was no outstanding debt under the revolver.

In addition, Triton PCS has amended its credit facility, extending the
availability period for $71.5 million of the remaining $75.0 million unfunded
commitment under the Tranche D term loan from December 31, 2001 to December 31,
2002.

S-78

CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

The following is a summary of the material United States federal income,
estate and gift tax consequences of the purchase, ownership and disposition of
the Class A common stock by holders that are Non-U.S. Holders, as that term is
defined below. This summary does not purport to be a complete analysis of all
potential tax effects and is based upon the Internal Revenue Code of 1986, as
amended, existing and proposed regulations promulgated thereunder, published
rulings and court decisions, all as in effect and existing on the date hereof
and all of which are subject to change at any time, which change may be
retroactive or prospective. Unless otherwise specifically noted, this summary
applies only to those persons that purchased the Class A common stock for cash
and hold the Class A common stock as a capital asset within the meaning of
Section 1221 of the Internal Revenue Code.

This summary is for general information only and does not address the tax
consequences to taxpayers who are subject to special rules, such as financial
institutions, partnerships or other pass-through entities, tax-exempt
organizations, insurance companies, S corporations, regulated investment
companies, real estate investment trusts, broker-dealers, taxpayers subject to
the alternative minimum tax, persons whose functional currency is not the U.S.
dollar and persons that will hold the Common Stock as part of a position in a
straddle or as part of a constructive sale or a hedging, conversion or other
integrated transaction, nor does it address aspects of United States federal
taxation that might be relevant to a prospective investor based upon such
investor's particular tax situation. This summary does not address any tax
consequences arising under any state, municipality, foreign country or other
non-U.S. taxing jurisdiction. We urge you to consult your own tax advisor
regarding the United States federal tax consequences of purchasing, owning and
disposing of the Class A common stock, including your status as a Non-U.S.
Holder (as defined below), as well as any tax consequences that may arise under
the laws of any state, municipality, foreign country or other non-U.S. taxing
jurisdiction and the possible effects of changes in United States federal or
other tax laws.

General

A Non-U.S. Holder means a beneficial owner of the Class A common stock that
is not:

(i) a citizen or individual resident, as defined in Section 7701(b) of the
Internal Revenue Code, of the United States;

(ii) a corporation, including any entity treated as a corporation for
United States federal income tax purposes, created or organized under
the laws of the United States, any State thereof or the District of
Columbia (unless, in the case of a partnership, Treasury regulations
provide otherwise);

(iii) an estate, the income of which is subject to United States federal
income tax without regard to its source; or

(iv) a trust, if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or
more United States persons have the authority to control all
substantial decisions of the trust.

Notwithstanding the preceding sentence, certain trusts in existence on
August 20, 1996, and treated as U.S. Holders prior to such date, may elect to
continue to be treated as U.S. Holders.

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If a partnership holds the Class A common stock, the tax treatment of the
partner generally will depend upon the status of the partner and the activities
of the partnership. Partners of partnerships holding the Class A common stock
should consult their own tax advisors regarding the United States federal tax
consequences of purchasing, owning and disposing of the Class A common stock.

Dividends

Dividends, if any, paid to a Non-U.S. Holder will generally be subject to
the withholding of United States federal income tax at the rate of 30% of the
gross amount of such dividends, unless:

. the dividends are effectively connected with the conduct of a trade or
business within the United States of the Non-U.S. Holder, such Non-U.S.
Holder timely furnishes to us or our paying agent a properly completed
Internal Revenue Service Form W-8ECI (or Internal Revenue Service Form
W-8BEN if such Non-U.S. Holder claims that such effectively connected
income is exempt from tax pursuant to an applicable income tax treaty
because the income is not attributable to a permanent establishment in
the United States), or any successor form, duly executed under penalties
of perjury, and neither we nor our paying agent have actual knowledge or
reason to know that the conditions of this exemption are, in fact, not
satisfied; or

. such Non-U.S. Holder is entitled to a reduced or zero percent
withholding tax rate pursuant to an applicable income tax treaty, such
Non-U.S. Holder timely furnishes to us or our agent a properly completed
Internal Revenue Service Form W-8BEN or W-8IMY, as applicable, or any
successor form, duly executed under penalties of perjury, certifying
that such Non-U.S. Holder is entitled to such benefits under the income
tax treaty, and neither we nor our paying agent have actual knowledge or
reason to know that the conditions of this exemption are, in fact, not
satisfied.

Current law provides special rules for dividend payments made to foreign
intermediaries, U.S. or foreign wholly-owned entities that are disregarded for
U.S. federal income tax purposes, and entities that are treated as fiscally
transparent in the United States, the applicable income tax treaty jurisdiction
or both. We urge you to consult your own tax advisor concerning the effect, if
any, of these rules on an investment in the Class A common stock. A Non-U.S.
Holder who is eligible for a reduced withholding rate may obtain a refund of
any excess amounts withheld by filing an appropriate claim for a refund with
the Internal Revenue Service.

Dividends paid to a Non-U.S. Holder that are effectively connected with the
conduct of a trade or business within the United States of the Non-U.S. Holder
will generally be taxed on a net income basis (that is, after allowance for
applicable deductions) at the graduated rates that are applicable to United
States persons, unless otherwise exempt pursuant to an applicable income tax
treaty and such Non-U.S. Holder is entitled to such treaty benefits. In the
case of a Non-U.S. Holder that is a corporation, such income may also be
subject to the United States federal branch profits tax (which is generally
imposed on a foreign corporation upon the deemed repatriation from the United
States of effectively connected earnings and profits) at a 30% rate, unless the
rate is reduced or eliminated by an applicable income tax treaty and the Non-
U.S. Holder is a qualified resident of the treaty country.

S-80

Gain on Sale or Other Disposition

A Non-U.S. Holder generally will not be subject to regular United States
federal income or withholding tax on gain recognized on a sale or other
disposition of the Class A common stock, unless:

(i) the gain is effectively connected with the conduct of a trade or
business (or, if an income tax treaty applies, is attributable to a
"permanent establishment," as defined therein) within the United States
of the Non-U.S. Holder or of a partnership, trust or estate in which
such Non-U.S. Holder is a partner or beneficiary;

(ii) the Non-U.S. Holder is an individual that:

(a) is present in the United States for 183 days or more in the taxable
year of the sale or other disposition; and

(b) either (I) has a "tax home" in the United States, as specially
defined for purposes of the United States federal income tax, or
(II) maintains an office or other fixed place of business in the
United States and the gain from the sale or other disposition of
the Class A common stock is attributable to such office or other
fixed place of business; or

(iii) we have been, are or become a "United States real property holding
corporation" within the meaning of Section 897(c)(2) of the Internal
Revenue Code at any time within the shorter of the five-year period
preceding such sale or other disposition or such Non-U.S. Holder's
holding period for the Class A common stock.

A corporation is generally considered to be a United States real property
holding corporation if the fair market value of its "United States real
property interests" within the meaning of Section 897(c)(1) of the Internal
Revenue Code equals or exceeds 50% of the sum of the fair market value of its
worldwide real property interests plus the fair market value of any other of
its assets used or held for use in a trade or business. We believe that we have
not been, are not currently and are not likely to become a United States real
property holding corporation. Further, even if we were to become a United
States real property holding corporation, any gain recognized by a Non-U.S.
Holder still would not be subject to U.S. federal income tax if the Class A
common stock were considered to be "regularly traded" (within the meaning of
applicable U.S. Treasury regulations) on an established securities market
(e.g., the Nasdaq National Market, on which the Class A common stock is
listed), and the Non-U.S. Holder did not own, directly or indirectly, at any
time during the five-year period ending on the date of the sale or other
disposition, more than 5% of the Class A common stock.

Gains realized by a Non-U.S. Holder that are effectively connected with the
conduct of a trade or business within the United States of the Non-U.S. Holder
will generally be taxed on a net income basis (that is, after allowance for
applicable deductions) at the graduated rates that are applicable to United
States persons, unless otherwise exempt pursuant to an applicable income tax
treaty and such Non-U.S. Holder is entitled to such treaty benefits. In the
case of a Non-U.S. Holder that is a corporation, such income may also be
subject to the United States federal branch profits tax (which is generally
imposed on a foreign corporation upon the deemed repatriation from the United
States of effectively connected earnings and profits) at a 30% rate, unless the
rate is reduced or eliminated by an applicable income tax treaty and the Non-
U.S. Holder is a qualified resident of the treaty country.

Non-U.S. Holders who are individuals may also be subject to tax pursuant to
provisions of United States federal income tax law applicable to certain United
States expatriates, including former long-term residents of the United States.

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Federal Estate and Gift Taxes

Class A common stock owned or treated as owned by an individual (regardless
of whether such an individual is a citizen or a resident of the United States)
at the date of death will be included in such individual's estate for United
States federal estate tax purposes, unless an applicable estate tax treaty
provides otherwise.

A Non-U.S. Holder will not be subject to United States federal gift tax on a
transfer of Class A common stock, unless such person is an individual domiciled
in the United States or such person is an individual subject to provisions of
United States federal gift tax law applicable to certain United States
expatriates, including certain former long-term residents of the United States.

Backup Withholding Tax and Information Reporting

We must report annually to the Internal Revenue Service and to each Non-U.S.
Holder the amount of dividends paid to, and the tax withheld with respect to,
such Non-U.S. Holder, regardless of whether tax was actually withheld and
whether withholding was reduced by an applicable income tax treaty. Pursuant to
certain income tax treaties and other agreements, that information may also be
made available to the tax authorities of the country in which the Non-U.S.
Holder resides.

United States federal backup withholding tax is imposed at the rate of 30.5%
(30% for amounts paid after December 31, 2001) on certain payments to persons
not otherwise exempt who fail to furnish certain identifying information. This
tax will generally not apply to dividends paid to a Non-U.S. Holder that are
subject to withholding at the 30% rate (or that are subject to withholding at a
reduced or zero rate under an applicable income tax treaty). A Non-U.S. Holder
will generally be subject to backup withholding tax, unless certain
certification procedures (or in the case of payments made outside of the United
States with respect to an offshore account, certain documentary evidence
procedures) are satisfied, directly or through a foreign intermediary and
neither we nor our paying agent have actual knowledge or reason to know that
the payee is a United States person or that the conditions of any other
exemption are not in fact satisfied.

The backup withholding and information reporting requirements will generally
also apply to the gross proceeds paid to a Non-U.S. Holder upon the sale or
other disposition of Class A common stock by or through a United States office
of a United States or foreign broker, unless the Non-U.S. Holder certifies to
the broker under penalties of perjury as to, among other things, such holder's
name, address and status as a Non-U.S. Holder by timely filing a properly
completed Internal Revenue Service Form W-8BEN (or any successor form), duly
executed under penalties of perjury, with the broker, or unless the Non-U.S.
Holder otherwise establishes an exemption, provided such broker does not have
actual knowledge or reason to know, that the payee is a United States person or
that the conditions of the exemption are, in fact, not satisfied.

Information reporting requirements (but not backup withholding tax) will
generally apply to a payment of the proceeds of a sale or other disposition of
Class A common stock effected at a foreign office of:

(i) a United States broker;

(ii) a foreign broker 50% or more of whose gross income for certain periods
is effectively connected with the conduct of a trade or business
within the United States;

(iii) a foreign broker that is a "controlled foreign corporation" for
United States federal income tax purposes; or

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(iv) a foreign broker that is (a) a foreign partnership one or more of
whose partners are U.S. persons that in the aggregate hold more than
50% of the income or capital interest in the partnership at any time
during its tax year, or (b) a foreign partnership engaged at any time
during its tax year in the conduct of a trade or business in the
United States,

unless the broker has certain documentary evidence in its records that the
holder is a Non-U.S. Holder and certain other conditions are met, or unless the
Non-U.S. Holder otherwise establishes an exemption, provided that such broker
has no actual knowledge or reason to know, that the payee is a United States
person or that the conditions of the exemption are, in fact, not met.

Neither backup withholding tax nor information reporting will generally
apply to a payment of the proceeds of a sale or other disposition of Class A
common stock effected at a foreign office of a foreign broker not subject to
the preceding paragraph. You should consult your own tax advisor concerning the
application, if any, of backup withholding tax and information reporting on an
investment in the Class A common stock.

Backup withholding tax is not an additional tax. Any amounts withheld under
the backup withholding tax rules will be refunded or credited against the Non-
U.S. Holder's United States federal income tax liability; provided, however,
that the Non-U.S. Holder files an appropriate claim for a refund with the
Internal Revenue Service.

S-83

UNDERWRITING

Salomon Smith Barney Inc., Morgan Stanley & Co. Incorporated, Credit Suisse
First Boston Corporation and First Union Securities, Inc. are acting as the
underwriters in connection with this offering. Subject to the terms and
conditions stated in the underwriting agreement, each underwriter named below
has agreed to purchase, and the selling stockholders have agreed to sell to
that underwriter, the number of shares set forth opposite the underwriter's
name.

Number of
Underwriter Shares
----------- ---------

Salomon Smith Barney Inc. ......................................... 2,340,000
Morgan Stanley & Co. Incorporated.................................. 2,340,000
Credit Suisse First Boston Corporation............................. 1,260,000
First Union Securities, Inc. ...................................... 1,260,000
Total............................................................ 7,200,000

The underwriting agreement provides that the obligations of the underwriters
to purchase the shares included in this offering are subject to approval of
legal matters by counsel and to other conditions. The underwriters are
obligated to purchase all the shares (other than those covered by the over-
allotment option described below) if they purchase any of the shares.

The underwriters propose to offer some of the shares directly to the public
at the public offering price set forth on the cover page of this prospectus and
some of the shares to dealers at the public offering price less a concession
not to exceed $0.87 per share. The underwriters may allow, and dealers may re-
allow, a concession not to exceed $0.10 per share on sales to other dealers. If
all of the shares are not sold at the initial offering price, the
representatives may change the public offering price and the other selling
terms.

The selling stockholders have granted to the underwriters an option,
exercisable for 30 days from the date of this prospectus, to purchase up to
1,080,000 additional shares of Class A common stock at the public offering
price less the underwriting discount. The underwriters may exercise the option
solely for the purpose of covering over-allotments, if any, in connection with
this offering. To the extent the option is exercised, each underwriter must
purchase a number of additional shares approximately proportionate to that
underwriter's initial purchase commitment.

We, certain of our executive officers, and certain of the selling
stockholders have agreed that, for a period of 150 days from the date of this
prospectus, we and they will not, without the prior written consent of Salomon
Smith Barney, dispose of or hedge any shares of our Class A common stock or any
securities convertible into or exchangeable for our Class A common stock,
subject to certain exceptions. In addition, certain of our directors, the
remaining selling stockholders and certain other stockholders have agreed that
for a period of 90 days from the date of this prospectus, they will not,
without the prior written consent of Salomon Smith Barney, dispose of or hedge
any shares of our Class A common stock or any securities convertible into or
exchangeable for our Class A common stock, subject to certain exceptions.
Salomon Smith Barney in its sole discretion may release any of the securities
subject to these lock-up agreements at any time without notice.

The Class A common stock is listed on the New York Stock Exchange under the
symbol "TPC".

S-84

The following table shows the underwriting discounts and commissions that
the selling stockholders are to pay to the underwriters in connection with this
offering. These amounts are shown assuming both no exercise and full exercise
of the underwriters' option to purchase additional shares of Class A common
stock.

Paid by selling stockholders
-----------------------------
No Exercise Full Exercise
-----------------------------

Per Share...................................... $ 1.45 $ 1.45
Total.......................................... $ 10,440,000 $ 12,006,000

In connection with the offering, Salomon Smith Barney on behalf of the
underwriters, may purchase and sell shares of Class A common stock in the open
market. These transactions may include short sales, syndicate covering
transactions and stabilizing transactions. Short sales involve syndicate sales
of Class A common stock in excess of the number of shares to be purchased by
the underwriters in the offering, which creates a syndicate short position.
"Covered" short sales are sales of shares made in an amount up to the number of
shares represented by the underwriters' over-allotment option. In determining
the source of shares to close out the covered syndicate short position, the
underwriters will consider, among other things, the price of shares available
for purchase in the open market as compared to the price at which they may
purchase shares through the over-allotment option. Transactions to close out
the covered syndicate short involve either purchases of the Class A common
stock in the open market after the distribution has been completed or the
exercise of the over-allotment option. The underwriters may also make "naked"
short sales of shares in excess of the over-allotment option. The underwriters
must close out any naked short position by purchasing shares of Class A common
stock in the open market. A naked short position is more likely to be created
if the underwriters are concerned that there may be downward pressure on the
price of the shares in the open market after pricing that could adversely
affect investors who purchase in the offering. Stabilizing transactions consist
of bids for or purchases of shares in the open market while the offering is in
progress.

The underwriters also may impose a penalty bid. Penalty bids permit the
underwriters to reclaim a selling concession from a syndicate member when
Salomon Smith Barney repurchases shares originally sold by that syndicate
member in order to cover syndicate short positions or make stabilizing
purchases.

Any of these activities may have the effect of preventing or retarding a
decline in the market price of the Class A common stock. They may also cause
the price of the Class A common stock to be higher than the price that would
otherwise exist in the open market in the absence of these transactions. The
underwriters may conduct these transactions on the New York Stock Exchange or
in the over-the-counter market, or otherwise. If the underwriters commence any
of these transactions, they may discontinue them at any time.

We and the selling stockholders estimate that the total expenses of this
offering will be approximately $700,000, excluding underwriting discounts.

The underwriters have performed investment banking and advisory services for
us from time to time for which they have received customary fees and expenses.
The underwriters may, from time to time, engage in transactions with and
perform services for us in the ordinary course of their business. In addition,
affiliates of Salomon Smith Barney, Morgan Stanley, Credit Suisse First Boston
Corporation and First Union Securities, Inc. are acting as agents and lenders
under our credit facility.

S-85

A prospectus in electronic format may be made available on the websites
maintained by one or more of the underwriters. The representatives may agree to
allocate a number of shares to underwriters for sale to their online brokerage
account holders. The representatives will allocate shares to underwriters that
may make Internet distributions on the same basis as other allocations. In
addition, shares may be sold by the underwriters to securities dealers who
resell shares to online brokerage account holders.

We and the selling stockholders have agreed to indemnify the underwriters
against certain liabilities, including liabilities under the Securities Act of
1933, or to contribute to payments the underwriters may be required to make
because of any of those liabilities.

First Union Securities, Inc., one of the underwriters, is an indirect,
wholly-owned subsidiary of Wachovia Corporation. Wachovia Corporation conducts
its investment banking, institutional and capital markets businesses through
its various bank, broker-dealer and nonbank subsidiaries (including First Union
Securities, Inc.) under the trade name of Wachovia Securities. Any references
to Wachovia Securities in this prospectus supplement, however, do not include
Wachovia Securities, Inc., member NASD/SIPC and a separate broker-dealer
subsidiary of Wachovia Corporation and an affiliate of First Union Securities,
Inc., which may or may not be participating as a selling dealer in the
distribution of the securities offered by this prospectus.

An affiliate of Credit Suisse First Boston Corporation owns less than 1% of
our Class A common stock.

S-86

LEGAL MATTERS

Dow, Lohnes & Albertson, PLLC, Washington, D.C., will pass upon certain
matters for Triton, including the validity of the shares of Class A common
stock offered by the selling stockholders. Certain members of Dow, Lohnes &
Albertson, PLLC own shares of Triton's Class A common stock. Cahill Gordon &
Reindel, New York, New York will pass upon certain matters for the
underwriters.

EXPERTS

The consolidated financial statements of Triton PCS Holdings, Inc. as of
December 31, 1999 and 2000 and for each of the three years in the period ended
December 31, 2000, included in this prospectus supplement, have been so
included in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

S-87

TRITON PCS HOLDINGS, INC.

INDEX TO FINANCIAL STATEMENTS

Triton PCS Holdings, Inc. Consolidated Interim Unaudited Financial
Statements
Condensed Consolidated Balance Sheets at December 31, 2000 and September
30, 2001 (unaudited)................................................... F-2
Consolidated Statements of Operations and Comprehensive Loss for the
three and nine months ended September 30, 2000 and 2001 (unaudited).... F-3
Condensed Consolidated Statements of Cash Flows for the nine months
ended September 30, 2000 and 2001 (unaudited).......................... F-4
Notes to the Financial Statements (unaudited)........................... F-5
Triton PCS Holdings, Inc. Consolidated Audited Financial Statements
Report of PricewaterhouseCoopers LLP.................................... F-10
Consolidated Balance Sheets as of December 31, 1999 and 2000............ F-11
Consolidated Statements of Operations for the years ended December 31,
1998, 1999 and 2000.................................................... F-12
Consolidated Statements of Redeemable Preferred Equity and Shareholders'
Equity (Deficit) for the years ended December 31, 1998, 1999 and 2000.. F-13
Consolidated Statements of Cash Flows for the years ended December 31,
1998, 1999 and 2000.................................................... F-14
Notes to Consolidated Financial Statements.............................. F-15

F-1

TRITON PCS HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

December 31, September 30,
2000 2001
------------ -------------
(unaudited)

ASSETS:
Current assets:
Cash and cash equivalents......................... $ 1,617 $ 417,969
Due from related party............................ 16 --
Accounts receivable, net of $2,906 and $2,816,
respectively..................................... 50,844 68,643
Inventory, net.................................... 20,632 19,368
Prepaid expenses and other current assets......... 7,852 13,719
---------- ----------
Total current assets............................... 80,961 519,699
Property and equipment:
Land.............................................. 313 313
Network infrastructure and equipment.............. 648,865 853,483
Office furniture and equipment.................... 54,970 70,020
Capital lease assets.............................. 8,071 8,746
Construction in progress.......................... 62,027 36,801
---------- ----------
774,246 969,363
Less accumulated depreciation...................... (111,256) (190,813)
---------- ----------
Net property and equipment......................... 662,990 778,550
Intangible assets, net............................. 300,161 291,366
Investment in and advances to non-consolidated
entities.......................................... 16,965 105,825
Other long-term assets............................. 4,813 6,337
---------- ----------
Total assets....................................... $1,065,890 $1,701,777
========== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Accounts payable.................................. $ 97,937 $ 115,879
Accrued payroll and related expenses.............. 14,265 15,051
Accrued expenses.................................. 6,324 8,334
Deferred revenue.................................. 6,128 11,195
Accrued interest.................................. 1,423 7,568
Other liabilities................................. 9,189 12,422
---------- ----------
Total current liabilities.......................... 135,266 170,449
Bank credit facility............................... 332,750 575,000
Senior subordinated debt........................... 391,804 764,131
Capital lease obligations.......................... 3,931 2,921
Deferred income taxes.............................. 11,990 11,990
Deferred revenue................................... 1,192 2,674
Fair value of derivative instruments............... -- 20,994
Deferred gain on sale of property and equipment.... 29,452 28,559
---------- ----------
Total liabilities.................................. 906,385 1,576,718
Series A Redeemable Preferred Stock, $0.01 par
value, 1,000,000 shares authorized; 786,253 shares
issued and outstanding as of December 31, 2000 and
September 30, 2001, plus accreted dividends....... 104,068 112,139
Shareholders' equity:
Series B Preferred Stock, $0.01 par value,
50,000,000 shares authorized; no shares issued or
outstanding as of December 31, 2000 or September
30, 2001.......................................... -- --
Series C Preferred Stock, $0.01 par value,
3,000,000 shares authorized; no shares issued or
outstanding as of December 31, 2000 or September
30, 2001.......................................... -- --
Series D Preferred Stock, $0.01 par value,
16,000,000 shares authorized; 543,683 shares
issued and outstanding as of December 31, 2000 and
September 30, 2001................................ 5 5
Class A Common Stock, $0.01 par value, 520,000,000
shares authorized; 54,096,303 shares issued and
outstanding as of December 31, 2000 and 59,146,267
shares issued and 59,045,022 shares outstanding as
of September 30, 2001............................. 541 591
Class B Non-voting Common Stock, $.01 par value,
60,000,000 shares authorized; 8,210,827 shares
issued and outstanding as of December 31, 2000 and
September 30, 2001................................ 82 82
Additional paid-in capital......................... 459,999 626,364
Accumulated deficit................................ (362,997) (493,421)
Accumulated other comprehensive income / (loss).... -- (20,994)
Deferred compensation.............................. (42,193) (98,437)
Common stock held in treasury, at cost............. -- (1,270)
---------- ----------
Total shareholders' equity......................... 55,437 12,920
---------- ----------
Total liabilities and shareholders' equity......... $1,065,890 $1,701,777
========== ==========

See accompanying notes to financial statements.

F-2

TRITON PCS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Dollars in thousands, except per share amounts)

Three Months Ended Nine Months Ended
September 30, September 30,
------------------------ -----------------------
2000 2001 2000 2001
----------- ----------- ---------- -----------
(unaudited) (unaudited) (unaudited) (unaudited)

Revenues:
Service revenues.............. $ 62,585 $ 106,074 $ 150,984 $ 284,876
Roaming revenues.............. 27,528 35,896 71,641 93,995
Equipment revenues............ 9,229 7,194 24,801 19,498
---------- ---------- ---------- ----------
Total revenue................. 99,342 149,164 247,426 398,369
Expenses:
Cost of service (excluding
noncash compensation of $165
and $788 for the three months
ended September 30, 2000 and
2001, respectively, and $340
and $1,746 for the nine
months ended September 30,
2000 and 2001,
respectively)................ 33,666 47,230 91,157 127,356
Cost of equipment............. 17,213 18,409 46,281 52,025
Selling and marketing
(excluding noncash
compensation of $566 and $415
for the three months ended
September 30, 2000 and 2001,
respectively, and $979 and
$1,288 for the nine months
ended September 30, 2000 and
2001, respectively).......... 24,254 26,988 68,949 77,829
General and administrative
(excluding noncash
compensation of $1,648 and
$3,855 for the three months
ended September 30, 2000 and
2001, respectively, and
$3,978 and $8,758 for the
nine months ended September
30, 2000 and 2001,
respectively)................ 21,906 36,348 58,156 95,094
Non-cash compensation......... 2,379 5,058 5,297 11,792
Depreciation and
amortization................. 24,061 32,885 68,970 93,213
---------- ---------- ---------- ----------
Loss from operations.......... (24,137) (17,754) (91,384) (58,940)
Interest and other expense, net
of capitalized interest....... 15,203 31,149 38,863 87,368
Interest and other income...... 667 4,701 4,799 15,884
---------- ---------- ---------- ----------
Net loss....................... (38,673) (44,202) (125,448) (130,424)
Accretion on preferred stock... 2,496 2,758 7,306 8,071
---------- ---------- ---------- ----------
Net loss applicable to common
shareholders.................. $ (41,169) $ (46,960) $ (132,754) $ (138,495)
========== ========== ========== ==========
Other comprehensive loss, net
of tax:
Cumulative effect of change in
accounting principle......... -- -- -- 4,162
Unrealized loss on derivative
instruments.................. -- 12,883 -- 16,832
---------- ---------- ---------- ----------
Comprehensive loss............. $ (41,169) $ (59,843) $ (132,754) $ (159,489)
========== ========== ========== ==========
Net loss per common share
(Basic and Diluted)........... $ (0.66) $ (0.72) $ (2.14) $ (2.14)
========== ========== ========== ==========
Weighted average common shares
outstanding (Basic and
Diluted)...................... 62,105,092 65,533,308 61,979,187 64,753,747
========== ========== ========== ==========

See accompanying notes to financial statements.

F-3

TRITON PCS HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)

Nine Months Ended
September 30,
-----------------------
2000 2001
---------- -----------
(unaudited) (unaudited)

Cash flows from operating activities:
Net loss.............................................. $(125,448) $(130,424)
Adjustments to reconcile net loss to net cash (used
in) provided by operating activities:
Depreciation and amortization....................... 68,970 93,213
Bad debt expense.................................... 4,941 8,977
Accretion of interest............................... 30,681 35,627
Non-cash compensation............................... 5,297 11,792
Change in operating assets and liabilities:
Accounts receivable................................. (18,617) (26,776)
Inventory........................................... (7,408) 1,264
Prepaid expenses and other current assets........... (9,809) (5,867)
Other long-term assets.............................. (14) (3,564)
Accounts payable.................................... (8,195) 8,151
Accrued payroll and related expenses................ 169 1,021
Deferred revenue.................................... 77 6,549
Accrued expenses.................................... 14,838 2,010
Accrued interest.................................... 382 6,145
Other liabilities................................... 4,028 2,120
--------- ---------
Net cash (used in) provided by operating
activities....................................... (40,108) 10,238
Cash flows from investing activities:
Capital expenditures.................................. (280,909) (184,652)
Investment in and advances to non-consolidated
entities............................................. -- (88,860)
Other................................................. -- (3,077)
--------- ---------
Net cash used in investing activities............. (280,909) (276,589)
Cash flows from financing activities:
Proceeds from issuance of subordinated debt, net...... -- 337,995
Borrowings under credit facility...................... 150,000 281,000
Payments under credit facility........................ -- (38,750)
Proceeds from equity offering, net.................... -- 106,680
Contributions under employee stock purchase plan...... 542 803
Payment of deferred financing costs................... (1,853) (1,163)
Payment of deferred transaction costs................. (270) (1,142)
Proceeds from related party, net...................... 1,075 16
Purchase of treasury stock............................ -- (1,270)
Principal payments under capital lease obligations.... (1,593) (1,466)
--------- ---------
Net cash provided by financing activities......... 147,901 682,703
--------- ---------
Net (decrease) increase in cash....................... (173,116) 416,352
Cash and cash equivalents, beginning of period........ 186,251 1,617
--------- ---------
Cash and cash equivalents, end of period.............. $ 13,135 $ 417,969
========= =========
Non-cash investing and financing activities:
Capital expenditures included in accounts payable.. 10,592 23,201
Deferred stock compensation........................ 33,976 68,036
Change in fair value of derivative instruments..... -- 20,994

See accompanying notes to financial statements.

F-4

TRITON PCS HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS
September 30, 2001
(unaudited)

(1) Basis of Presentation

The accompanying consolidated financial statements are unaudited and have
been prepared by management. In the opinion of management, these consolidated
financial statements contain all of the adjustments, consisting of normal
recurring adjustments, necessary to present fairly, in summarized form, the
financial position and the results of operations of Triton PCS Holdings, Inc.
("Triton"). The results of operations for the three and nine months ended
September 30, 2001 are not indicative of the results that may be expected for
the year ending December 31, 2001. The financial information presented herein
should be read in conjunction with the consolidated financial statements for
the year ended December 31, 2000, which include information and disclosures not
included herein.

The consolidated accounts include Triton and its wholly-owned subsidiaries
(collectively, the "Company"). All significant intercompany accounts or
balances have been eliminated in consolidation.

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

(2) New Accounting Pronouncements

On July 20, 2001, the Financial Accounting Standards Board issued SFAS No.
141, "Business Combinations". SFAS No. 141 supercedes Accounting Principles
Board Opinion No. 16, "Business Combinations". The most significant changes
made by SFAS No. 141 are: (i) requiring that the purchase method of accounting
be used for all business combinations initiated after June 30, 2001; and (ii)
establishing specific criteria for the recognition of intangible assets
separately from goodwill. These provisions are effective for business
combinations for which the date of acquisition is subsequent to June 30, 2001.

On October 18, 2001, the Financial Accounting Standards Board issued SFAS
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets". SFAS
No. 144 supercedes

F-5

TRITON PCS HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)
September 30, 2001
(unaudited)
SFAS 121, "Accounting for the Impairment of Long-Lived Assets and for Long-
Lived Assets to Be Disposed Of". SFAS No. 144 primarily addresses significant
issues relating to the implementation of SFAS No. 121 and develops a single
accounting model for long-lived assets to be disposed of, whether previously
held and used or newly acquired. The provisions of SFAS No. 144 will be
effective for fiscal years beginning after December 15, 2001. Management is
currently evaluating the impact this statement will have on the Company's
financial position or results of operations.

(3) Accounting for Derivative Instruments

The Company adopted SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities", as amended by SFAS No. 137 and SFAS No. 138, on January 1,
2001. SFAS No. 133, as amended, requires the transition adjustment resulting
from adopting these statements to be reported in net income or other
comprehensive income, as appropriate, as the cumulative effect of a change in
accounting principle. In accordance with the transition provisions of SFAS No.
133, as amended, the Company recorded a cumulative transition adjustment of
approximately $4.2 million to Other Comprehensive Income to recognize the fair
value of its derivative instruments as of the date of adoption.

The Company utilizes interest rate swap derivatives to manage changes in
market conditions related to interest rate payments on its variable rate debt
obligations. As of September 30, 2001, the Company had interest rate swap
agreements with a total notional amount of $480.0 million fixing the rate on a
like amount of variable rate borrowings.

The Company recognizes all derivatives on the balance sheet at fair value.
Changes in the fair value for the effective portion of the gain or loss on a
derivative that is designated as, and meets all the required criteria for, a
cash flow hedge are recorded in Accumulated Other Comprehensive Income and
reclassified into earnings as the underlying hedged item affects earnings.
Amounts reclassified into earnings related to interest rate swap agreements are
included in interest expense. The ineffective portion of the gain or loss on a
derivative is recognized in earnings within other income or expense. During the
first nine months of 2001, unrealized net losses of approximately $21.0 million
related to interest rate swaps were recorded in Other Comprehensive Income,
including the approximately $4.2 million cumulative transition adjustment. As
of September 30, 2001, approximately $21.0 million of net unrealized losses
related to interest rate swaps was included in Accumulated Other Comprehensive
Income, approximately $7.0 million of which is expected to be reclassified into
earnings during the next twelve months. No hedge ineffectiveness for existing
derivative instruments for the nine months ended September 30, 2001 was
recorded based on calculations in accordance with SFAS No. 133, as amended.

(4) Employee Stock Purchase Plan

Triton maintains an Employee Stock Purchase Plan (the "Plan") pursuant to
which employees may purchase shares of Triton's Class A common stock. Under the
terms of the Plan, the Stock Plan Committee establishes offering periods during
each calendar year in which employees can participate. The purchase price is
determined at the discretion of the Stock Plan Committee, but shall not be less

F-6

TRITON PCS HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)
September 30, 2001
(unaudited)
than the lesser of: (i) eighty-five percent (85%) of the fair market value of
the Class A common stock on the first business day of each offering period; or
(ii) eighty-five percent (85%) of the fair market value of the Class A common
stock on the last business day of the offering period. Triton issued 10,121
shares of Class A common stock, at a per share price of $22.05, in January
2001; 11,849 shares of Class A common stock, at a per share price of $28.32, in
April 2001; 9,508 shares of Class A common stock, at a per share price of
$25.66, in July 2001; and 6,689 shares of Class A common stock, at a per share
price of $32.30, in October 2001 pursuant to the Plan.

(5) Stock Compensation

In January 2001, several employees resigned their employment with the
Company. These employees forfeited approximately $2.9 million of deferred
compensation and in doing so returned 96,970 shares of restricted Class A
common stock to the common stock trust established for grants of common stock
to management employees and independent directors (the "Trust") and forfeited
another 36,246 shares of restricted Class A common stock, which were issued
under Triton's 1999 Stock Incentive Plan (the "Incentive Plan").

On March 21, 2001, employees returned 220,321 shares of restricted Class A
common stock to the Trust and concurrently were granted 220,321 shares of
restricted Class A common stock under the Incentive Plan. These shares are
subject to the same vesting schedule as the returned shares, and the
compensation expense will continue to be amortized over the vesting period as
non-cash compensation.

On May 1, 2001, an employee returned 75,000 shares of restricted Class A
common stock to the Trust and concurrently was granted 75,000 shares of
restricted Class A common stock under the Incentive Plan. These shares are
subject to the same vesting schedule as the returned shares, and the
compensation expense will continue to be amortized over the vesting period as
non-cash compensation.

On May 1, 2001, Triton granted 1,881,473 shares of restricted Class A common
stock to management employees. Of the total grant, 646,223 shares of restricted
Class A common stock were issued from the Trust, and the remaining shares were
issued under the Incentive Plan. All of these shares are subject to vesting
provisions. Deferred compensation of approximately $74.1 million was recorded
based on the estimated fair value at the date of issuance.

On July 26, 2001, Triton granted 22,161 shares of restricted Class A common
stock to employees. All of these shares of restricted Class A common stock were
issued under the Incentive Plan. All of these shares are subject to vesting
provisions. Deferred compensation of approximately $0.8 million was recorded
based on the estimated fair value at the date of issuance.

In the third quarter of 2001, several employees resigned their employment
with the Company. These employees forfeited approximately $3.7 million of
deferred compensation and in doing so returned 50,839 shares of restricted
Class A common stock to the Trust and forfeited another 63,392 shares of
restricted Class A common stock, which were issued under the Incentive Plan.

F-7

TRITON PCS HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)
September 30, 2001
(unaudited)
(6) Credit Facility

Triton PCS, Inc., a wholly-owned subsidiary of Triton ("Triton"), is a party
to a $750.0 million bank credit facility. This credit facility provides for (i)
a $175.0 million Tranche A term loan, which matures in August 2006, (ii) a
$150.0 million Tranche B term loan, which matures in May 2007, (iii) a $175.0
million Tranche C term loan, which matures in August 2006, (iv) a $150.0
million Tranche D term loan, which matures in August 2006 and (v) a $100.0
million revolving credit facility, which matures in August 2006. As of
September 30, 2001, the Company had $175.0 million of the Tranche A term loan
outstanding, $150.0 million of the Tranche B term loan outstanding, $175.0
million of the Tranche C term loan outstanding and $75.0 million of the Tranche
D term loan outstanding.

(7) Senior Subordinated Notes

On January 19, 2001, Triton PCS completed the private sale of $350.0 million
principal amount of its 9 3/8% senior subordinated notes due 2011 (the "9 3/8%
notes"). The 9 3/8% notes are guaranteed by all of the domestic subsidiaries of
Triton PCS and rank ratably with the 11% senior subordinated discount notes due
2008 issued by Triton PCS. The net proceeds from the sale of the 9 3/8% notes
were approximately $337.5 million. On June 15, 2001, Triton PCS closed its
registered exchange offer of $350.0 million principal amount of the 9 3/8%
notes for $350.0 million principal amount of newly issued 9 3/8% notes, which
have been registered under the Securities Act of 1933.

(8) Equity Contributions

On February 28, 2001, Triton issued and sold 3,500,000 shares of Class A
common stock in an offering at $32 per share and raised approximately $106.1
million, net of $5.9 million of costs.

(9) Investment in Lafayette Communications

The Company holds a 39% interest in Lafayette Communications Company L.L.C.
("Lafayette"), an entrepreneur under FCC Guidelines that participated in the
FCC 1900 MHz C and F Block Broadband PCS Auction No. 35, which ended on January
26, 2001. Lafayette was the winning bidder for thirteen 10 MHz C Block licenses
and one 10 MHz F Block license covering a total population of approximately 6.8
million people in the Company's current geographic area in Georgia, North
Carolina and Virginia, and its net high bids totaled approximately $170.0
million. Five of these licenses were among those held by NextWave Personal
Communications, Inc. and are currently subject to pending litigation. On July
27, 2001, the FCC awarded the 10 MHz F Block license for Athens, Georgia, to
Lafayette. The application for the thirteen 10 MHz C Block licenses remains
pending.

On July 16, 2001, Lafayette acquired three 15 MHz licenses and four 30 MHz
licenses covering areas of Virginia and Georgia from ABC Wireless, L.L.C. for
$2.9 million.

On July 20, 2001, Lafayette entered into a definitive agreement to acquire a
10 MHz F Block license in Kingsport, Tennessee from NTELOS Inc. and R&B
Communications, Inc. for $11.6 million.

F-8

TRITON PCS HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)
September 30, 2001
(unaudited)

On July 25, 2001, Lafayette acquired licenses for 10 MHz of spectrum from
subsidiaries of Carolina PCS I Limited Partnership ("Carolina PCS") for total
consideration of $99.9 million, paid as follows: $63.5 million in cash; $8.6
million under a promissory note from Lafayette to Carolina PCS; and $27.8
million of assumed debt payable to the FCC related to the acquired licenses.
The licenses for this spectrum encompass nine basic trading areas covering all
of South Carolina and serving approximately 3.5 million people.

As of September 30, 2001, the Company has funded approximately $106.8
million of senior loans to Lafayette to finance the acquisition of licenses and
expects to fund additional loans for future acquisitions. In connection with
the loans, Lafayette has and will guarantee Triton PCS's obligations under its
credit facility, and such senior loans are and will be pledged to the lenders
under Triton PCS's credit facility. The carrying value of these loans has been
adjusted for any losses in excess of Triton's initial investment.

(10) Interest Rate Swaps

During April 2001, Triton PCS entered into seven interest rate swap
contracts. The Company uses interest rate swap contracts to adjust the
proportion of total debt that is subject to variable interest rates. Under
these interest rate swap contracts, the Company agrees to pay an amount equal
to a specified fixed-rate of interest times a notional principal amount and to
receive in turn an amount equal to a specified variable-rate of interest times
the same notional amount. The notional amounts of the contracts are not
exchanged. The Company does not hold or issue financial instruments for trading
or speculative purposes. Swap counterparties are major commercial banks. These
swaps are designated as and meet all of the criteria for a cash flow hedge and
will be accounted for in accordance with SFAS No. 133, as amended by SFAS No.
137 and SFAS No. 138.

Information as of September 30, 2001 for interest rate swaps entered into
during 2001 is as follows:

Term Notional Fixed Rate Variable Rate
---- ----------- ---------- -------------

4/6/01--4/6/06 $50,000,000 4.48% 4.2668%
4/6/01--4/6/06 $75,000,000 4.48% 4.2668%
4/6/01--4/6/06 $25,000,000 4.48% 4.2668%
4/6/01--4/6/06 $10,000,000 4.475% 4.2668%
4/6/01--4/6/06 $25,000,000 4.4775% 4.2668%
4/24/01--4/24/06 $30,000,000 4.02% 4.2668%
4/24/01--4/24/06 $15,000,000 4.02% 4.2668%

F-9

REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and
Shareholders of Triton PCS Holdings, Inc.:

In our opinion, the consolidated financial statements listed in the index
appearing on page F-1 of this Prospectus Supplement present fairly, in all
material respects, the financial position of Triton PCS Holdings, Inc. and its
subsidiaries at December 31, 2000 and 1999, and the results of their operations
and their cash flows for each of the three years in the period ended December
31, 2000 in conformity with accounting principles generally accepted in the
United States of America. These financial statements are the responsibility of
the Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States of America, which require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

/s/ PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
February 20, 2001, except for Note 16,
as to which the date is February 28, 2001

F-10

TRITON PCS HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

December 31, December 31,
1999 2000
------------ ------------

ASSETS:
Current assets:
Cash and cash equivalents.......................... $ 186,251 $ 1,617
Due from related party............................. 1,099 16
Accounts receivable net of $1,765 and $2,906....... 29,064 50,844
Inventory, net..................................... 15,270 20,632
Prepaid expenses................................... 7,436 6,764
Deferred income tax................................ 55 55
Other current assets............................... 183 1,033
--------- ----------
Total current assets................................. 239,358 80,961
Property and equipment:
Land............................................... 313 313
Network infrastructure and equipment............... 304,656 648,865
Office furniture and equipment..................... 38,382 54,970
Capital lease assets............................... 5,985 8,071
Construction in progress........................... 105,593 62,027
--------- ----------
454,929 774,246
Less accumulated depreciation........................ (33,065) (111,256)
--------- ----------
Net property and equipment........................... 421,864 662,990
Intangible assets, net............................... 315,538 300,161
Other long term assets............................... 3,037 21,778
--------- ----------
Total assets......................................... $ 979,797 $1,065,890
========= ==========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Accounts payable................................... $ 72,580 $ 86,242
Bank overdraft liability........................... 9,549 13,670
Accrued payroll & related expenses................. 9,051 12,290
Accrued expenses................................... 4,890 6,324
Current portion of long-term debt.................. 1,277 1,845
Deferred revenue................................... 3,593 6,128
Deferred gain on sale of property and equipment.... 1,190 1,190
Other current liabilities.......................... 2,559 7,577
--------- ----------
Total current liabilities............................ 104,689 135,266
Long-term debt....................................... 504,636 728,485
Deferred income taxes................................ 11,718 11,990
Deferred revenue..................................... -- 1,192
Deferred gain on sale of property and equipment...... 30,641 29,452
--------- ----------
Total liabilities.................................... 651,684 906,385
Series A Redeemable Convertible Preferred Stock, $.01
par value 1,000,000 shares authorized, 786,253
shares issued and outstanding....................... 94,203 104,068
Shareholders' equity:
Series B Preferred Stock, $.01 par value, 50,000,000
shares authorized, no shares issued or outstanding.. -- --
Series C Preferred Stock, $.01 par value, 3,000,000
shares authorized, no shares issued or outstanding.. -- --
Series D Preferred Stock, $.01 par value, 16,000,000
shares authorized, 543,683 shares issued and
outstanding......................................... 5 5
Class A Common Stock, $.01 par value, 520,000,000
shares authorized, 53,700,442 and 54,096,303 issued
and outstanding..................................... 537 541
Class B Non-Voting Common Stock, $.01 par value,
60,000,000 shares authorized, 8,210,827 shares
issued and outstanding.............................. 82 82
Additional paid-in capital........................... 436,229 459,999
Accumulated deficit.................................. (186,091) (362,997)
Deferred compensation................................ (16,852) (42,193)
--------- ----------
Total shareholders' equity........................... 233,910 55,437
--------- ----------
Total liabilities & shareholders' equity............. $ 979,797 $1,065,890
========= ==========

See accompanying notes to consolidated financial statements.

F-11

TRITON PCS HOLDINGS, INC.

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

For the Years Ended December 31,
------------------------------------
1998 1999 2000
---------- ----------- -----------

Revenues:
Service................................ $ 11,172 $ 63,545 $ 224,312
Roaming................................ 4,651 44,281 98,492
Equipment.............................. 755 25,405 34,477
---------- ----------- -----------
Total revenue........................ 16,578 133,231 357,281
Expenses:
Cost of service (excluding noncash
compensation of $0, $142 and $1,026
for the years ended December 31, 1998,
1999 and 2000, respectively).......... 8,767 63,200 125,288
Cost of equipment...................... 1,699 44,321 69,398
Selling and marketing (excluding
noncash compensation of $0, $213 and
$1,274 for the years ended December
31, 1998, 1999 and 2000,
respectively)......................... 3,260 59,580 100,403
General and administrative (excluding
noncash compensation of $1,120, $2,954
and $5,967 for the years ended
December 31, 1998, 1999 and 2000,
respectively)......................... 15,589 42,354 84,682
Non-cash compensation.................. 1,120 3,309 8,267
Depreciation and amortization.......... 6,663 45,546 94,131
---------- ----------- -----------
Loss from operations................. (20,520) (125,079) (124,888)
Interest and other expense............... 30,391 41,061 56,229
Interest and other income................ 10,635 4,852 4,957
Gain on sale of property, equipment and
marketable securities, net.............. -- 11,928 --
---------- ----------- -----------
Loss before taxes........................ (40,276) (149,360) (176,160)
Income tax (benefit) provision........... (7,536) -- 746
---------- ----------- -----------
Net loss................................. (32,740) (149,360) (176,906)
Accretion of preferred stock............. 6,853 8,725 9,865
---------- ----------- -----------
Net loss available to common
shareholders............................ $ (39,593) $ (158,085) $ (186,771)
========== =========== ===========
Net loss per common share (Basic and
Diluted)................................ $ (8.18) $ (9.79) $ (3.01)
========== =========== ===========
Weighted average common shares
outstanding (Basic and Diluted)......... 4,841,520 16,142,482 62,058,844
========== =========== ===========

See accompanying notes to consolidated financial statements.

F-12

TRITON PCS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF REDEEMABLE PREFERRED EQUITY AND SHAREHOLDERS'
EQUITY (DEFICIT)
(Dollars in thousands)

Series A Class Class
Redeemable Series C Series D A B Additional
Preferred Preferred Preferred Common Common Paid-In Subscription
Stock Stock Stock Stock Stock Capital Receivable
---------- --------- --------- ------ ------ ---------- ------------

Balance at December 31, 1997.... $ -- $-- $-- $ 32 $-- $ -- $ --
-------- ---- ---- ---- ---- -------- -------
Issuance of stock in connection
with private equity investment
and AT&T transaction............ 73,237 14 4 13 -- 169,293 (95,000)
Issuance of stock in connection
with Myrtle Beach transaction... -- 3 -- 9 -- 35,079 --
Issuance of stock in connection
with Norfolk transaction........ -- 2 1 8 -- 28,895 --
Deferred compensation........... -- -- -- -- -- 5,490 --
Non-cash compensation........... -- -- -- -- -- -- --
Redemption of Series C
Preferred Stock................. -- -- -- -- -- (3,560) --
Re-issuance of Series C
Preferred Stock................. -- -- -- -- -- 3,560 --
Accreted dividends.............. 6,853 -- -- -- -- (6,853) --
Net loss........................ -- -- -- -- -- -- --
-------- ---- ---- ---- ---- -------- -------
Balance at December 31,
1998............................ 80,090 19 5 62 -- 231,904 (95,000)
======== ==== ==== ==== ==== ======== =======
Savannah/Athens Exchange........ 5,388 -- -- -- -- 5,043 --
Issuance of stock in connection
with Norfolk transaction........ -- -- -- -- -- 2,169 --
Private equity investment....... -- -- -- -- -- -- 95,000
Deferred compensation........... -- -- -- -- -- 15,791 --
Non-cash compensation........... -- -- -- -- -- -- --
Issuance of stock in connection
with initial public offering.... -- -- -- 115 -- 190,130 --
Proceeds from issuance of
Series C Preferred Stock........ -- 3 -- -- -- 337 --
Conversion of Series C
Preferred Stock to Class A and B
Common Stock.................... -- (22) -- 360 82 (420) --
Accreted dividends.............. 8,725 -- -- -- -- (8,725) --
Net loss........................ -- -- -- -- -- -- --
-------- ---- ---- ---- ---- -------- -------
Balance at December 31, 1999.... $ 94,203 $-- $ 5 $537 $ 82 $436,229 $ --
======== ==== ==== ==== ==== ======== =======
Deferred compensation........... -- -- -- 4 -- 33,369 --
Non-cash compensation........... -- -- -- -- -- -- --
Costs in connection with
initial public offering......... -- -- -- -- -- (462) --
Issuance of stock in connection
with the Employee Stock
Purchase Plan................... -- -- -- -- -- 728 --
Accreted dividends.............. 9,865 -- -- -- -- (9,865) --
Net loss........................ -- -- -- -- -- -- --
-------- ---- ---- ---- ---- -------- -------
Balance at December 31, 2000.... $104,068 $-- $ 5 $541 $ 82 $459,999 $ --
======== ==== ==== ==== ==== ======== =======

Deferred Accumulated
Compensation Deficit Total
------------ ----------- ---------

Balance at December 31, 1997.... $ -- $ (3,991) $ (3,959)
------------ ----------- ---------
Issuance of stock in connection
with private equity investment
and AT&T transaction............ -- -- 74,324
Issuance of stock in connection
with Myrtle Beach transaction... -- -- 35,091
Issuance of stock in connection
with Norfolk transaction........ -- -- 28,906
Deferred compensation........... (5,490) -- --
Non-cash compensation........... 1,120 -- 1,120
Redemption of Series C
Preferred Stock................. -- -- (3,560)
Re-issuance of Series C
Preferred Stock................. -- -- 3,560
Accreted dividends.............. -- -- (6,853)
Net loss........................ -- (32,740) (32,740)
------------ ----------- ---------
Balance at December 31,
1998............................ (4,370) (36,731) 95,889
============ =========== =========
Savannah/Athens Exchange........ -- -- 5,043
Issuance of stock in connection
with Norfolk transaction........ -- -- 2,169
Private equity investment....... -- -- 95,000
Deferred compensation........... (15,791) -- --
Non-cash compensation........... 3,309 -- 3,309
Issuance of stock in connection
with initial public offering.... -- -- 190,245
Proceeds from issuance of
Series C Preferred Stock........ -- -- 340
Conversion of Series C
Preferred Stock to Class A and B
Common Stock.................... -- -- --
Accreted dividends.............. -- -- (8,725)
Net loss........................ -- (149,360) (149,360)
------------ ----------- ---------
Balance at December 31, 1999.... $(16,852) $(186,091) $233,910
============ =========== =========
Deferred compensation........... (33,373) -- --
Non-cash compensation........... 8,032 -- 8,032
Costs in connection with
initial public offering......... -- -- (462)
Issuance of stock in connection
with the Employee Stock
Purchase Plan................... -- -- 728
Accreted dividends.............. -- -- (9,865)
Net loss........................ -- (176,906) (176,906)
------------ ----------- ---------
Balance at December 31, 2000.... $(42,193) $(362,997) $ 55,437
============ =========== =========

See accompanying notes to consolidated financial statements.

F-13

TRITON PCS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)

For the Years Ended December
31,
------------------------------
1998 1999 2000
-------- --------- ---------

Cash flows from operating activities:
Net loss...................................... $(32,740) $(149,360) $(176,906)
Adjustments to reconcile net loss to net cash
used in operating activities:
Depreciation and amortization................. 6,663 45,546 94,131
Deferred income taxes......................... (7,536) -- 272
Accretion of interest......................... 22,648 38,213 42,688
Bad debt expense.............................. 636 2,758 7,763
Gain on sale of property, equipment and
marketable securities, net................... -- (11,928) --
Non-cash compensation......................... 1,120 3,309 8,267
Change in operating assets and liabilities,
net of effects of acquisitions:
Accounts receivable......................... (599) (28,587) (29,543)
Inventory................................... (1,046) (13,837) (5,362)
Prepaid expenses and other current assets... (468) (1,035) (178)
Other assets................................ -- (3,408) (18,741)
Accounts payable............................ 2,647 45,691 26,397
Bank overdraft liability.................... -- 9,549 4,121
Accrued payroll and liabilities............. 6,205 6,272 4,438
Deferred revenue............................ -- 3,281 3,727
Other liabilities........................... (1,660) 2,014 3,829
-------- --------- ---------
Net cash used in operating activities......... (4,130) (51,522) (35,097)
-------- --------- ---------
Cash flows from investing activities:
Capital expenditures.......................... (87,715) (285,866) (329,479)
Myrtle Beach acquisition, net of cash
acquired..................................... (164,488) -- --
Norfolk acquisition........................... (96,557) -- --
Proceeds from sale of property and equipment,
net.......................................... -- 69,712 --
Proceeds from maturity of marketable
securities................................... -- 47,855 --
Purchase of marketable securities............. (23,612) (23,239) --
-------- --------- ---------
Net cash used in investing activities......... (372,372) (191,538) (329,479)
-------- --------- ---------
Cash flows from financing activities:
Proceeds from initial public offering, net.... -- 190,245 --
Proceeds from issuance of subordinated debt,
net of discount.............................. 291,000 -- --
Proceeds from issuance of stock in connection
with private equity investment............... 33,256 95,000 --
Proceeds from issuance of stock in connection
with Myrtle Beach transaction................ 35,091 -- --
Proceeds from issuance of stock in connection
with Norfolk transaction..................... 14,349 2,169 --
Proceeds from issuance of Series C Preferred
Stock........................................ -- 340 --
Redemption of Series C Preferred Stock........ (3,560) -- --
Re-issuance of Series C Preferred Stock....... 3,560 -- --
Borrowings under credit facility.............. 150,000 10,000 182,750
Payments under credit facility................ -- (10,000) --
Contributions under employee stock purchase
plan......................................... -- -- 728
Payments of deferred transaction costs........ (11,329) (3,592) (499)
Payment of deferred financing costs........... -- -- (2,050)
(Advances to) repayments from related-party,
net.......................................... (848) (148) 1,083
Principal payments under capital lease
obligations.................................. (207) (875) (2,070)
-------- --------- ---------
Net cash provided by financing activities..... 511,312 283,139 179,942
-------- --------- ---------
Net increase (decrease) in cash and cash
equivalents.................................. 134,810 40,079 (184,634)
Cash and cash equivalents, beginning of
period....................................... 11,362 146,172 186,251
-------- --------- ---------
Cash and cash equivalents, end of period...... $146,172 $ 186,251 $ 1,617
======== ========= =========

See accompanying notes to consolidated financial statements.

F-14

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Years ended December 31, 1998, 1999 and 2000

(1) Summary of Significant Accounting Policies

The consolidated financial statements include the accounts of Triton PCS
Holdings, Inc. (the "Company") and its wholly-owned subsidiaries. All
significant intercompany accounts or balances have been eliminated in
consolidation. The more significant accounting policies follow:

(a) Nature of Operations

In February 1998, we entered into a joint venture with AT&T Wireless
Services, Inc. ("AT&T Wireless") whereby AT&T Wireless contributed to us
personal communications services licenses for 20 MHz of authorized frequencies
covering approximately 13 million potential subscribers in a contiguous
geographic area encompassing portions of Virginia, North Carolina, South
Carolina, Tennessee, Georgia and Kentucky. As part of this agreement, we were
granted the right to be the exclusive provider of wireless mobility services
using equal emphasis co-branding with AT&T Corp. in our licensed markets (see
Note 2).

We began generating revenues from the sale of personal communications
services in the first quarter of 1999 as part of Phase I of our personal
communications services network build-out. Our personal communications services
network build-out is scheduled for three phases. We completed the first phase
of our build-out in the first half of 1999 with the launch of 15 markets and
completed the second phase during the first quarter of 2000 with the launch of
21 additional markets. We have begun the third phase of our network build-out,
which focuses on covering major highways linking the cities in our licensed
area, as well as neighboring cities where AT&T Wireless and other carriers use
compatible wireless technology. This phase, which is expected to be completed
by the end of 2001, has included the launch of one additional market in our
licensed area.

(b) Use of Estimates

The preparation of financial statements in conformity with accounting
principles generally accepted in the United States requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities, at the date of
the financial statements and the reported amount of revenues and expenses
during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents includes cash on hand, demand deposits and short
term investments with initial maturities of three months or less. The Company
maintains cash balances at financial institutions, which at times exceed the
$100,000 FDIC limit. Bank overdraft balances are classified as a current
liability.

(d) Inventory

Inventory, consisting primarily of wireless handsets and accessories held
for resale, is valued at lower of cost or market. Cost is determined by the
first-in, first-out method.

F-15

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Years ended December 31, 1998, 1999 and 2000

(e) Property and Equipment

Property and equipment is carried at original cost. Depreciation is
calculated based on the straight-line method over the estimated useful lives of
the assets which are ten to twelve years for network infrastructure and
equipment and three to five years for office furniture and equipment. In
addition, the Company capitalizes interest on expenditures related to the
build-out of the network. Expenditures for repairs and maintenance are charged
to expense as incurred. When property is retired or otherwise disposed, the
cost of the property and the related accumulated depreciation are removed from
the accounts, and any resulting gains or losses are reflected in the statement
of operations.

Capital leases are included under property and equipment with the
corresponding amortization included in depreciation. The related financial
obligations under the capital leases are included in current and long-term
obligations. Capital leases are amortized over the useful lives of the
respective assets.

(f) Construction in Progress

Construction in progress includes expenditures for the design, construction
and testing of the Company's PCS network and also includes costs associated
with developing information systems. The Company capitalizes interest on
certain of its construction in progress activities. When the assets are placed
in service, the Company transfers the assets to the appropriate property and
equipment category and depreciates these assets over their respective estimated
useful lives.

(g) Investment in PCS Licenses

Investments in PCS Licenses are recorded at their estimated fair value at
the time of acquisition. Licenses are amortized on a straight-line basis over
40 years, as there is an observable market for PCS licenses and an indefinite
life.

(h) Deferred Costs

Costs incurred in connection with the negotiation and documentation of debt
instruments are deferred and amortized over the terms of the debt instruments
using the effective interest rate method.

Costs incurred in connection with issuance and sale of equity securities are
deferred and netted against the proceeds of the stock issuance upon completion
of the transaction. Costs incurred in connection with acquisitions are deferred
and included in the aggregate purchase price allocated to the net assets
acquired upon completion of the transaction.

(i) Long-Lived Assets

The Company periodically evaluates the carrying value of long-lived assets
when events and circumstances warrant such review. The carrying value of a long
lived asset is considered impaired when the anticipated undiscounted cash flows
from such assets are separately identifiable and are less

F-16

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Years ended December 31, 1998, 1999 and 2000

than the carrying value. In that event a loss is recognized based on the amount
by which the carrying value exceeds the fair market value of the long-lived
asset. Fair market value is determined by using the anticipated cash flows
discounted at a rate commensurate with the risk involved. Measurement of the
impairment, if any, will be based upon the difference between carrying value
and the fair value of the asset.

(j) Revenue Recognition

Revenues from operations consist of charges to customers for activation,
monthly access, airtime, roaming charges, long-distance charges, and equipment
sales. Revenues are recognized as services are rendered. Unbilled revenues
result from service provided from the billing cycle date to the end of the
month and from other carrier's customers using the Company's systems.
Activation revenue is deferred and recognized over the estimated subscriber's
life. Equipment sales are recognized upon delivery to the customer and reflect
charges to customers for wireless handset equipment purchases.

(k) Income Taxes

Deferred income tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement
carrying amounts of existing assets and liabilities and their respective tax
bases. Deferred income tax assets and liabilities are measured using statutory
tax rates expected to apply to taxable income in the years in which those
temporary differences are expected to be recovered or settled.

(l) Financial Instruments

The Company utilizes derivative financial instruments to reduce interest
rate risk. The Company does not hold or issue financial instruments for trading
or speculative purposes. Management believes losses related to credit risk are
remote. The instruments are accounted for on an accrual basis. The net cash
amounts paid or received are accrued and recognized as an adjustment to
interest expense.

(m) Advertising Costs

The Company expenses advertising costs when the advertisement occurs. Total
advertising expense amounted to $643,000 in 1998, $25.8 million in 1999 and
$43.1 million in 2000.

(n) Concentrations of Credit Risk

Financial instruments, which potentially subject the Company to
concentration of credit risk, consist principally of cash and equivalents and
accounts receivable. The Company's credit risk is managed through
diversification and by investing its cash and cash equivalents in high-quality
investment holdings.

Concentrations of credit risk with respect to accounts receivable are
limited due to a large customer base. Initial credit evaluations of customers'
financial condition are performed and security deposits are obtained for
customers with a higher credit risk profile. The Company maintains reserves for
potential credit losses.

F-17

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Years ended December 31, 1998, 1999 and 2000

(o) Net Loss per Common Share (Basic and Diluted)

Basic loss per share excludes any dilutive effects of convertible
securities. Basic loss per share is computed using the weighted-average number
of common shares outstanding during the period. Diluted loss per share is
computed using the weighted-average number of common and common stock
equivalent shares outstanding during the period. Common equivalent shares of
Series A convertible preferred stock and Series D convertible preferred stock
are excluded from the computation as their effect is antidilutive.

(p) Reclassifications

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

(q) New Accounting Pronouncements

Beginning in the first quarter of 2001, the Company is required to adopt
Statement of Accounting Standards (SFAS) No. 133, "Accounting for Derivative
Instruments and Hedging Activities", as amended. See Note 11.

The Company adopted Staff Accounting Bulletin ("SAB") No. 101, "Revenue
Recognition", in the fourth quarter of 2000. As a result of its adoption, the
Company defers activation revenue and associated incremental direct costs over
the estimated life of the subscriber. The adoption of SAB 101 had no impact on
prior reported results.

(2) AT&T Transaction

On October 8, 1997, the Company entered into a Securities Purchase Agreement
with AT&T Wireless PCS LLC (as successor to AT&T Wireless PCS, Inc.) ("AT&T
Wireless PCS") and the shareholders of the Company, whereby Triton was to
become the exclusive provider of wireless mobility services in the AT&T
Southeast regions.

On February 4, 1998, the Company executed the Closing Agreement with AT&T
Wireless PCS and the other shareholders of the Company finalizing the
transactions contemplated in the Security Purchase Agreement. Under the Closing
Agreement, the Company issued 732,371 shares of Series A convertible preferred
stock and 366,131 shares of Series D convertible preferred stock to AT&T
Wireless PCS in exchange for 20 MHz A and B block PCS licenses covering certain
areas in the southeastern United States and the execution of certain related
agreements, as further described below. The fair value of the FCC licenses was
$92.8 million with an estimated useful life of 40 years. This amount is
substantially in excess of the tax basis of such licenses, and accordingly, the
Company recorded a deferred tax liability, upon the closing of the transaction.

In accordance with the Closing Agreement, the Company and AT&T Wireless PCS
and the other shareholders of the Company consented to executing the following
agreements:

(a) Stockholders' Agreement

F-18

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Years ended December 31, 1998, 1999 and 2000

The Stockholders' Agreement expires on February 4, 2009. The agreement was
amended and restated on October 27, 1999 in connection with our initial public
offering and includes the following sub-agreements:

Resale Agreement--The Company is required to enter into a Resale Agreement
at the request of AT&T Wireless PCS, which provides AT&T Wireless PCS with the
right to purchase and resell on a nonexclusive basis access to and usage of the
Company's services in the Company's Licensed Area. The Company will retain the
continuing right to market and sell its services to customers and potential
customers in competition with AT&T Wireless PCS.

Exclusivity--None of the Shareholders will provide or resell, or act as the
agent for any person offering, within the Territory wireless mobility
telecommunications services initiated or terminated using Time Division
Multiple Access and frequencies licensed by the FCC ("Company Communications
Services"), except AT&T Wireless PCS and its affiliates may (i) resell or act
as agent for the Company in connection with the provision of Company
Communications Services, (ii) provide or resell wireless telecommunications
services to or from certain specific locations, and (iii) resell Company
Communications Services for another person in any area where the Company has
not placed a system into commercial service, provided that AT&T Wireless PCS
has provided the Company with prior written notice of AT&T Wireless PCS's
intention to do so and only dual band/dual mode phones are used in connection
with such resale activities.

Additionally, with respect to the markets listed in the Roaming Agreement,
the Company and AT&T Wireless PCS agreed to cause their respective affiliates
in their home carrier capacities to program and direct the programming of
customer equipment so that the other party in its capacity as the serving
carrier is the preferred provider in such markets, and refrain from inducing
any of its customers to change such programming.

Build-out--The Company is required to conform to certain requirements
regarding the construction of the Company's PCS system. In the event that the
Company breaches these requirements, AT&T Wireless may terminate its
exclusivity provisions.

Disqualifying Transactions--In the event of a merger, asset sale, or
consolidation, as defined, involving AT&T Corp. (or its affiliates) and another
person that derives from telecommunications businesses annual revenues in
excess of $5.0 billion, derives less than one third of its aggregate revenues
from wireless telecommunications, and owns FCC licenses to offer wireless
mobility telecommunications services to more than 25% of the population within
the Company's territory, AT&T Wireless PCS and the Company have certain rights.
AT&T Wireless PCS may terminate its exclusivity in the territory in which the
other party overlaps that of the Company. In the event that AT&T Wireless PCS
proposes to sell, transfer, or assign to a non-affiliate its PCS system owned
and operated in Charlotte, NC; Atlanta, GA; Baltimore, MD; and Washington, DC,
BTAs, then AT&T Wireless PCS will provide the Company with the opportunity for
a 180 day period to have AT&T Wireless PCS jointly market the Company's
licenses that are included in the MTA that AT&T Wireless PCS is requesting to
sell.

F-19

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Years ended December 31, 1998, 1999 and 2000

(b) License Agreement

Pursuant to a Network Membership License Agreement, dated February 4, 1998
(as amended, the "License Agreement"), between AT&T Corp. and the Company, AT&T
Corp. granted to the Company a royalty-free, nontransferable, nonsublicensable,
limited right, and license to use certain Licensed Marks solely in connection
with certain licensed activities. The Licensed Marks include the logo
containing the AT&T and globe design and the expression "Member, AT&T Wireless
Services Network." The "Licensed Activities" include (i) the provision to end-
users and resellers, solely within the Territory, of Company Communications
Services on frequencies licensed to the Company for Commercial Mobile Radio
Services (CMRS) provided in accordance with the AT&T PCS contributed licenses
and permitted cellular licenses (collectively, the Licensed Services) and (ii)
marketing and offering the Licensed Services within the Territory. The License
Agreement also grants to the Company the right and license to use Licensed
Marks on certain permitted mobile phones.

The License Agreement, along with the Exclusivity and Resale Agreements,
have a fair value of $20.3 million with an estimated useful life of 10 years.
Amortization commenced upon the effective date of the agreement.

Pursuant to the Intercarrier Roamer Service Agreement, dated as of February
4, 1998 (as amended, the "Roaming Agreement"), between AT&T Wireless and the
Company, each of AT&T Wireless and the Company agrees to provide (each in its
capacity as serving provider, the "Serving Carrier") wireless mobility
radiotelephone service for registered customers of the other party's (the "Home
Carrier") customers while such customers are out of the Home Carrier's
geographic area and in the geographic area where the Serving Carrier (itself or
through affiliates) holds a license or permit to construct and operate a
wireless mobility radio/telephone system and station. Each Home Carrier whose
customers receive service from a Serving Carrier shall pay to such Serving
Carrier 100% of the Serving Carrier's charges for wireless service and 100% of
pass-through charges (i.e., toll or other charges).

The fair value of the Roaming Agreement, as determined by an independent
appraisal, was $5.5 million, with an estimated useful life of 20 years.
Amortization commenced upon the effective date of the agreement.

(3) Acquisitions

(a) Savannah/Athens Exchange

On June 8, 1999, Triton completed an exchange of certain licenses with AT&T
Wireless, transferring licenses to the Hagerstown, Maryland and Cumberland,
Maryland Basic Trading Areas ("BTAs") covering 512,000 potential customers in
exchange for licenses to certain counties in the Savannah, GA and Athens, GA
BTAs, which cover 517,000 potential customers. All acquired licenses are
contiguous to Triton's existing service area. In addition, consideration of
approximately $10.4 million in Series A and Series D preferred stock was issued
to AT&T Wireless PCS.

F-20

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Years ended December 31, 1998, 1999 and 2000

(b) Norfolk Acquisition

On December 31, 1998, the Company acquired from AT&T Wireless (the "Norfolk
Acquisition") (i) an FCC license to use 20MHz of authorized frequencies to
provide broadband PCS services throughout the entirety of the Norfolk, Virginia
BTA and (ii) certain assets of AT&T Wireless used in the operation of the PCS
system in such BTA for an aggregate purchase price of approximately $111
million. The excess of the aggregate purchase price over the fair market value
of tangible net assets acquired of approximately $46.3 million was assigned to
FCC licenses and is being amortized over 40 years. The build-out of the network
relating to the Norfolk Acquisition, including the installation of a switch,
has been completed.

The Norfolk Acquisition was funded through the use of proceeds from the
Subordinated Debt Offering (see note 9), the issuance of 134,813 shares of
Series D preferred stock, valued at $14.6 million, and the issuance of 165,187
shares of Series C preferred stock (which were converted into 3,799,290 shares
of common stock in our initial public offering) valued at $16.5 million. In
addition, 766,667 shares of common stock were issued as anti-dilutive
protection in accordance with a prior agreement among the shareholders.

On June 30, 1998, the Company acquired an existing cellular system (the
Myrtle Beach System) which serves the South Carolina 5-Georgetown Rural Service
Area (the SC-5) for a purchase price of approximately $164.5 million. The
acquisition has been accounted for using the purchase method and, accordingly,
the purchase price was allocated to the assets acquired and liabilities assumed
based upon management's best estimate of their fair value. The purchase price
was allocated to FCC licenses of approximately $123.4 million; subscriber lists
of approximately $20 million; fixed assets of approximately $24.7 million and
other net assets of $3.8 million.

The Myrtle Beach Acquisition was funded through the use of proceeds from the
Subordinated Debt Offering and the issuance of 350,000 shares of Series C
preferred stock (which were converted into 8,050,000 shares of our common stock
in our initial public offering) valued at $35.0 million, to certain cash equity
shareholders. In addition, 894,440 shares of common stock were issued as anti-
dilutive protection in accordance with a prior agreement among the
shareholders.

Results of operations after the acquisition date are included in the
Statement of Operations from July 1, 1998. The following unaudited pro forma
information has been prepared assuming that this acquisition had taken place on
January 1, 1998. The pro forma information includes adjustments to interest
expense that would have been incurred to finance the purchase, additional
depreciation based

F-21

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Years ended December 31, 1998, 1999 and 2000

on the fair market value of the property, plant and equipment acquired, and the
amortization of intangibles arising from the transaction.

1998
----------------------
Unaudited
(Dollars in thousands)

Net revenues.......................................... $ 31,116
Net loss.............................................. 44,554
Accretion of preferred stock.......................... 6,853
Net loss available to common shareholders............. 51,407
Net loss per common share............................. $ (9.74)
Weighted average shares outstanding................... 5,280,173

(4) Tower Sales

On September 22, 1999, Triton sold and transferred to American Tower
Corporation ("ATC"), 187 of its towers, related assets and certain liabilities.
The purchase price was $71.1 million, reflecting a price of $380,000 per site.
Triton also contracted with ATC for an additional 100 build-to-suit towers in
addition to its current contracted 125 build-to-suit towers, and the parties
extended their current agreement for turnkey services for co-location sites
through 2001. An affiliate of an investor has acted as Triton's financial
advisor in connection with the sale of the personal communications towers.

Triton also entered into a master lease agreement with ATC, in which Triton
has agreed to pay ATC monthly rent for the continued use of the space that
Triton occupied on the towers prior to the sale. The initial term of the lease
is for 12 years and the monthly rental amount is subject to certain escalation
clauses over the life of the lease and related option. Annual payments under
the operating lease are $2.7 million.

The carrying value of towers sold was $25.7 million. After deducting $1.6
million of selling costs, the gain on the sale of the towers was approximately
$43.8 million, of which $11.7 million was recognized immediately to reflect the
portion of the gain in excess of the present value of the future minimum lease
payments, and $32.1 million was deferred and will be recognized over operating
lease terms. As of December 31, 2000, $1.5 million had been amortized.

(5) Stock Compensation and Employee Benefits

Restricted Awards:

The following restricted stock grants were made in 1998, 1999 and 2000,
respectively:

1998:In February 1998, the Company granted 1,354,035 shares of restricted
common stock to certain employees and a common stock trust intended for future
grants to management employees and independent directors. Deferred compensation
for stock granted to employees of $0.3 million net of amounts forfeited for
shares returned to the trust, was recorded in 1998 based on the estimated fair
value at the date of issuance.

F-22

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Years ended December 31, 1998, 1999 and 2000

In June 1998 and December 1998, additional shares of restricted common stock
of 894,440 and 766,667, respectively, were issued as anti-dilutive protection
related to capital contributions received by the Company for the Myrtle Beach
and Norfolk transactions. Deferred compensation of $2.8 million and $2.3
million respectively, was recorded for stock granted to employees, including
stock granted out of the trust, net of forfeitures. Deferred compensation was
recorded based on the estimated value of the shares at the date of issuances.

1999:In January 1999, the Company granted, through the trust, 61,746 shares
of restricted common stock to an employee and deferred compensation of $0.2
million was recorded. The shares are subject to five-year vesting provisions
and are amortized over the vesting period as non-cash compensation. In March
1999, an employee terminated employment with the Company and forfeited $0.1
million for deferred compensation and returned 74,095 shares to the trust.

On June 8, 1999, 109,222 additional shares were issued as anti-dilutive
protection related to capital contributions received by the Company in
connection with the license exchange and acquisition transaction. The shares
are subject to five-year vesting provisions. Deferred compensation of $1.2
million was recorded based on the estimated value of the shares at the date of
issuance.

On June 30, 1999, the Company granted, through the trust, 593,124 shares of
restricted common stock to certain management employees. The shares are subject
to five-year vesting provisions. Deferred compensation of $8.5 million was
recorded based on the estimated fair value at the date of issuance.

On August 9, 1999, the Company granted, through the trust, 356,500 shares of
restricted common stock to certain management employees. These shares are
subject to vesting provisions. Deferred compensation of approximately $5.1
million was recorded based on the estimated fair value at the date of issuance.

In September 1999, the Company sold to certain directors and an officer,
subject to stock purchase agreements, an aggregate of 3,400 shares of Series C
preferred stock (which were converted into 78,200 shares of common stock in our
initial public offering) for a purchase price of $100.00 per share.
Compensation expense of $0.8 million was recorded based on the excess of the
estimated fair value at the date of issuance over amounts paid.

2000:On March 22, 2000, the Company granted, through the trust, 229,072
shares of restricted Class A common stock to certain management employees.
These shares are subject to five-year vesting provisions. Deferred compensation
of approximately $15.1 million was recorded based on the estimated fair value
at the date of issuance.

On May 23, 2000, the Company granted, through the trust, 75,000 shares of
restricted Class A common stock to a management employee. These shares are
subject to five-year vesting provisions. Deferred compensation of approximately
$3.4 million was recorded based on the estimated fair value at the date of
issuance.

On August 15, 2000, the Company granted 353,294 shares of restricted Class A
common stock to management employees. These shares are subject to five-year
vesting provisions. Deferred

F-23

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Years ended December 31, 1998, 1999 and 2000

compensation of approximately $16.4 million was recorded based on the estimated
fair value at the date of issuance.

On November 24, 2000, the Company granted 21,107 shares of restricted Class
A common stock to a management employee. These shares are subject to five-year
vesting provisions. Deferred compensation of approximately $0.8 million was
recorded based on the estimated fair value at the date of issuance.

During 2000, $2.3 million of deferred compensation was forfeited and 137,301
shares were returned to the trust as a result of individuals resigning their
employment with the Company.

401(k) Savings Plan

The Company sponsors a 401(k) Savings Plan (the "Savings Plan") which
permits employees to make contributions to the Savings Plan on a pre-tax salary
reduction basis in accordance with the Internal Revenue Code. Substantially all
full-time employees are eligible to participate in the next quarterly open
enrollment after 90 days of service. The Company matches a portion of the
voluntary employee contributions. The cost of the Savings Plan charged to
expense was $65,000 in 1998, $482,400 in 1999 and $944,000 in 2000.

Employee Stock Purchase Plan:

The Company commenced an Employee Stock Purchase Plan (the "Plan") on
January 1, 2000. Under the terms of the Plan, during any calendar year there
are four three-month offering periods beginning January 1st, April 1st, July
1st and October 1st, during which employees can participate. The purchase price
is determined at the discretion of the Stock Plan Committee, but shall not be
less than the lesser of: (i) eighty-five percent (85%) of the fair market value
on the first business day of each offering period or (ii) eighty-five percent
(85%) of the fair market value on the last business day of the offering period.
The Company issued 21,460 shares of Class A common stock, at an average per
share price of $34.01, in 2000. The Company issued 10,121 shares of Class A
common stock, at a per share price of $22.05, in January 2001.

We account for the Plan under APB Opinion 25, hence no compensation expense
is recognized for shares purchased under the Plan. Pro forma compensation
expense is calculated for the fair value of the employee's purchase rights
using the Black-Scholes model. Assumptions include an expected life of three
months, weighted average risk-free interest rate between 5.9%--6.7%, dividend
yield of 0.0% and expected volatility between 75%--78%. Had compensation
expense for the Company's grants for stock based compensation been determined
consistent with SFAS No. 123, the pro forma net loss and per share net loss
would have been:

(Amounts in thousands, except
per share data)
Year Ended December 31 2000
---------------------- --------

Net Loss:
As Reported..................................................... $176,906
Pro Forma....................................................... $177,108
Earnings per Share:
As Reported (basic and diluted)................................. $ (3.01)
Pro Forma (basic and diluted)................................... $ (3.01)

F-24

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Years ended December 31, 1998, 1999 and 2000

(6) Intangible Assets

December 31,
----------------------
Amortizable
1999 2000 Lives
---------- ---------- ------------
(dollars in thousand)

PCS Licenses........................... $ 277,969 $ 277,993 40 years
AT&T agreements........................ 26,026 26,026 10-20 years
Subscriber lists....................... 20,000 20,000 3.5 years
Bank financing......................... 12,504 14,554 8.5-10 years
Trademark.............................. 64 64 40 years
---------- ----------
336,563 338,637
Less: accumulated amortization......... (21,025) (38,476)
---------- ----------
Intangible assets, net................. $ 315,538 $ 300,161
========== ==========

Amortization for the years ended December 31, 1998, 1999 and 2000 totaled
$5.6 million, $14.5 million and $17.5 million, respectively.

(7) Long-Term Debt

December 31,
-----------------
1999 2000
-------- --------
(Dollars in
thousands)

Bank credit facility...................................... $150,000 $332,750
Senior subordinated debt.................................. 350,639 391,804
Capital lease obligation.................................. 5,274 5,776
-------- --------
505,913 730,330
Less current portion of long-term debt.................... 1,277 1,845
-------- --------
Long-term debt............................................ $504,636 $728,485
======== ========

Interest expense, net of capitalized interest was $30.4 million, $41.1
million, and $55.9 million for the years ended December 31, 1998, 1999 and
2000, respectively. The Company capitalized interest of $3.5 million, $12.3
million and $9.5 million in the years ended December 31, 1998, 1999 and 2000,
respectively. The weighted average interest rate for total debt outstanding
during 1999 and 2000 was 11.04% and 10.98%, respectively. The average rate at
December 31, 1999 and 2000 was 12.38% and 10.52%, respectively. The Company is
in compliance with all required covenants as of December 31, 2000. Aggregate
maturities follow:

(000s)
--------

2001..................................... $ 1,845
2002..................................... 20,878
2003..................................... 29,223
2004..................................... 47,035
2005..................................... 68,045
Thereafter............................... 563,304
--------
Total.................................... $730,330
========

F-25

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Years ended December 31, 1998, 1999 and 2000

(8) Bank Credit Facility

On February 3, 1998, Triton PCS, Inc., a wholly owned subsidiary of the
Company ("Triton PCS"), and the Company (collectively referred to as the
"Obligors") entered into a Credit Agreement with certain banks and other
financial institutions, to establish a $425.0 million senior secured Bank
Credit Facility (the "Facility"). The facility has been amended such that the
credit available is $750.0 million. This credit facility provides for (i) a
$175.0 million Tranche A term loan, which matures in August 2006, (ii) a $150.0
million Tranche B term loan, which matures in May 2007, (iii) a $175.0 million
Tranche C term loan, which matures in August 2006, (iv) a $150.0 million
Tranche D term loan, which matures in August 2006, and (v) a $100.0 million
revolving credit facility, which matures in August 2006.

The lenders' commitment to make loans under the Revolving Facility
automatically and permanently reduce, beginning in August 2004, in eight
quarterly reductions (the amount of each of the first two reductions, $5.0
million, the next four reductions, $10.0 million, and the last two reductions,
$25.0 million). The Tranche A, Tranche C and Tranche D term loans are required
to be repaid, beginning in February 2002 in eighteen consecutive quarterly
installments (the aggregate amount of each of the first four installments,
$12,500,000, the next four installments, $18,750,000, the next four
installments, $25,000,000, the next four installments, $31,250,000, and the
last two installments, $75,000,000). The Tranche B term loan is required to be
repaid beginning in February 2002, in twenty-one consecutive quarterly
installments (the amount of the first sixteen installments, $375,000, the next
four installments, $7.5 million, and the last installment, $114.0 million).

Loans accrue interest, at the Obligor's option, at (i) (a) the LIBOR rate
(as defined per the credit agreement) plus (b) the Applicable Margin, (Loans
bearing interest described in (i), "Eurodollar Loans") or (ii) (a) the higher
of (1) the Administrative Agent's prime rate or (2) the Federal Funds Effective
Rate (as defined per the Credit Agreement) plus 0.5%, plus (b) the Applicable
Margin (Loans bearing interest described in (ii), "ABR Loans"). The Applicable
Margin means, with respect to the Tranche B Term Loan, 2.00% per annum, in the
case of an ABR Loan, and 3.00% per annum, in the case of a Eurodollar Loan,
and, with respect to Tranche A, C and D term loans and the Revolving Facility,
until September 14, 2001, 1.50% in the case of ABR Loans and 2.50% in the case
of Eurodollar Loans, and thereafter, a rate between 0.0% and 1.25% per annum
(dependent upon the Obligor's leverage ratio, or ratio of end-of-period debt to
earnings before interest, taxes, depreciation, and amortization ("EBITDA")) in
the case of an ABR Loan, and a rate between 1.00% and 2.25% per annum
(dependent upon the Obligor's leverage ratio), in the case of a Eurodollar
Loan. A per annum rate equal to 2% plus the rate otherwise applicable to such
Loan will be assessed on past due principal amounts, and accrued interest
payable in arrears.

The Facility provides for an annual commitment fee prior to September 22,
2000 of between .50% and .75% to be paid on undrawn commitments under the
Tranche A, C and D Term Loans and the Revolver Facility (dependent upon the
level of drawn commitments), and from and after September 22, 2000, of between
0.375% and 0.50% to be paid on undrawn commitments under the Tranche A, C, and
D Term Loans and the Revolver Credit Facility (depending on the Obligor's
leverage ratio). The Obligor incurred commitment fees of approximately $2
million in 1998,

F-26

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Years ended December 31, 1998, 1999 and 2000

$2 million in 1999 and $3 million in 2000, respectively. Under the Facility,
the Obligor must also fix or limit the interest cost with respect to at least
50% of its total outstanding indebtedness. At December 31, 2000, approximately
75% of the outstanding debt was fixed. At December 31, 2000 committed
availability under the Facility was $417.3 million.

All obligations of the Obligor under the Facilities are unconditionally and
irrevocably guaranteed by each existing and subsequently acquired or organized
domestic subsidiary of Triton PCS. Borrowings under the Facility, and any
related hedging contracts provided by the lenders thereunder, are
collateralized by a first priority lien on substantially all of the assets of
Triton PCS and each existing and subsequently acquired or organized domestic
subsidiary of Triton PCS, including a first priority pledge of all the capital
stock held by the Company, or any of its subsidiaries, provided that the pledge
of shares of foreign subsidiaries may be limited to 65% of the outstanding
shares of such foreign subsidiaries. The PCS Licenses will be held by one or
more single purpose subsidiaries of Triton PCS and will not be pledged to
secure the obligations of Triton PCS under the Facility, although the equity
interests of such subsidiaries will be pledged thereunder. Each single purpose
subsidiary will not be allowed, by Triton PCS, to incur any liabilities or
obligations other than the Bank Facility Guarantee issued by it, the security
agreement entered into by it in connection with the Facility, and, in the case
of any single purpose subsidiary established to hold real estate, liabilities
incurred in the ordinary course of business of such subsidiary which are
incident to being the lessee of real property of the purchaser, owner or lessee
of equipment, and taxes and other liabilities incurred in the ordinary course
in order to maintain its existence.

The Facility contains financial and other covenants, customary for a
facility of this type, including covenants relating to the population covered
by Triton PCS's network, number of subscribers and level of service revenue
generated, the amount of indebtedness that Triton PCS may incur including
customary representations, warranties, indemnities and conditions precedent to
borrowing, limitations on dividends, distributions (including distributions
from Triton PCS to the Company), redemptions and repurchases of capital stock,
and events of default.

The Term Loans are required to be prepaid in an aggregate amount equal to
(i) 50% of excess cash flow of each fiscal year commencing with the fiscal year
ending December 31, 2001, (ii) 100% of the net proceeds of asset sales, outside
the ordinary course of business, or otherwise precluded, (iii) 100% of unused
insurance proceeds, as defined per the Credit Agreement, and (iv) 100% of net
cash proceeds received from additional debt issuance, over and above the first
$150.0 million (senior and/or subordinated) which Triton PCS may subsequently
incur unless, after giving effect to such issuance(s), (a) Triton PCS's ratio
of senior debt to EBITDA is less than 5 to 1 and (b) Triton PCS is in pro forma
compliance with required Credit Facility covenants.

Loans under the Facility are available to fund capital expenditures related
to the construction of Triton PCS's PCS network, the acquisition of related
businesses, working capital needs of Triton PCS, subscriber acquisition costs,
investments in bidding entities and other permitted business activities, as
defined per the Credit Agreement. All indebtedness under the Facility
constitutes debt which is senior to Triton PCS's 11% Senior Subordinated
Discount Notes and 9 3/8% Senior Subordinated Notes.

F-27

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Years ended December 31, 1998, 1999 and 2000

(9) Subordinated Debt

On May 7, 1998, Triton PCS completed an offering (the "Subordinated Debt
Offering") of $512 million of 11% Senior Subordinated Discount Notes ("the
Notes"), pursuant to Rule 144A of the Securities Act of 1933, as amended. The
net proceeds of the Subordinated Debt Offering (after deducting an Initial
Purchaser's Discount of $9 million) were approximately $291 million.

Commencing on November 1, 2003, cash interest will be payable semiannually.
Each Note was offered at an original issue discount. Although cash interest
will not be paid prior to May 1, 2003, the original issue discount will accrue
from the issue date to May 1, 2003.

Triton PCS's publicly held notes may be redeemed at the option of Triton
PCS, in whole or in part, at various points in time after May 1, 2003 at
redemption prices specified in the indenture governing the notes plus accrued
and unpaid interest, if any.

The Notes are guaranteed on a joint and several basis by all of the
subsidiaries of Triton PCS but are not guaranteed by the Company. The
Guarantees are unsecured obligations of the guarantors, and are subordinated in
right to the full payment of all senior debt under the Credit Facility,
including all of their obligations as guarantors thereunder.

Upon a change in control, each holder of the Notes may require Triton PCS to
repurchase such holder's Notes, in whole or in part, at a purchase price equal
to 101% of the accreted value thereof or the principal amount at maturity, as
applicable, plus accrued and unpaid interest to the purchase date.

All outstanding principal and interest of the Notes mature and require
complete repayment on May 1, 2008.

(10) Income Taxes

The components of income tax (benefit) expense are presented in the
following table (in thousands):

Years Ended December 31, 1998 1999 2000
------------------------ ------- ---- ----

Current
Federal............................................... -- -- --
State................................................. -- -- $474
------- --- ----
-- -- 474
------- --- ----
Deferred
Federal............................................... $(7,054) -- 219
State................................................. (482) -- 53
------- --- ----
(7,536) -- 272
------- --- ----
Total income tax (benefit) expense...................... $(7,536) -- $746
======= === ====

F-28

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Years ended December 31, 1998, 1999 and 2000

The income tax expense differs from those computed using the statutory U.S.
Federal income tax rate as set forth below:

1998 1999 2000
------ ------ ------

U.S. Federal statutory
rate................... 35.00% 35.00% 35.00%
State income taxes, net
of federal benefit..... 0.80% 0.00% (.07%)
Change in federal
valuation allowance.... (16.56%) (34.12%) (35.27%)
Other, net.............. (0.53%) (0.88%) (0.08%)
------ ------ ------
Effective Tax Rate...... 18.71% 0.00% (0.42%)
====== ====== ======

The tax effects of significant temporary differences that give rise to
significant portions of the deferred tax assets and deferred tax liabilities
are as follows (in thousands):

1999 2000
------- --------

Deferred tax assets:
Non-deductible accrued liabilities.................... $ 411 $ 7,069
Capitalized startup costs............................. 2,176 1,541
Deferred gain......................................... 12,465 11,920
Net operating loss carryforward....................... 76,607 185,681
------- --------
91,659 206,211
Valuation allowance..................................... (66,684) (142,425)
Net deferred tax assets............................. 24,975 63,786
------- --------
Deferred liabilities
Intangible assets..................................... 23,173 24,360
Capitalized interest.................................. 1,139 1,587
Depreciation and amortization......................... 12,326 49,774
------- --------
Deferred tax liabilities............................ 36,638 75,721
------- --------
Net deferred tax liabilities............................ $11,663 $ 11,935
======= ========

In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Management believes it is
more likely than not the Company will realize the benefits of the deferred tax
assets, net of the existing valuation allowance at December 31, 2000.

(11) Fair Value of Financial Instruments

Fair value estimates, assumptions, and methods used to estimate the fair
value of the Company's financial instruments are made in accordance with the
requirements of Statement of Financial Accounting Standards No. 107,
Disclosures about Fair Value of Financial Instruments. The Company has used
available market information to derive its estimates. However, because these
estimates are

F-29

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Years ended December 31, 1998, 1999 and 2000

made as of a specific point in time, they are not necessarily indicative of
amounts the Company could realize currently. The use of different assumptions
or estimating methods may have a material effect on the estimated fair value
amounts.

December 31,
---------------------------------------
1999 2000
------------------- -------------------
Estimated Estimated
Carrying fair Carrying fair
amount value amount value
--------- --------- --------- ---------
(in thousands)

Interest rate swaps............... $ -- $ 2,547 $ -- $ (4,167)
Long-term debt:
Subordinated debt................ 350,639 363,512 391,804 403,191
Bank term loan................... 150,000 150,000 332,750 332,750
Capital leases.................... 5,274 5,274 5,776 5,776

The carrying amounts of cash and cash equivalents, accounts and notes
receivable, bank overdraft liability, accounts payable and accrued expenses are
a reasonable estimate of their fair value due to the short-term nature of the
instruments.

Long-term debt is comprised of subordinated debt, bank loans, and capital
leases. The fair value of subordinated debt is stated at quoted market value.
The carrying amounts of bank loans are a reasonable estimate of its fair value
because market interest rates are variable. Capital leases are recorded at
their net present value, which approximates fair value.

The Company enters into interest rate swaps to hedge against the effect of
interest rate fluctuation on the variable portion of its debt. We do not hold
or issue financial instruments for trading or speculative purposes. A 100 basis
point fluctuation in market rates would not have a material effect on the
Company's overall financial condition.

As of December 31, 2000, the Company had six interest rate swap transactions
outstanding as follows:

Net
Fixed Variable Receivable/
Term Notional Rate Rate (Payable) Fair Value
---- ----------- ------ -------- ----------- -----------

12/4/98-12/4/03 $35,000,000 4.805% 6.715% $ 51,994 $ 345,471
12/4/98-12/4/03 $40,000,000 4.760% 6.715% $ 60,822 $ 427,226
6/12/00-6/12/03 $75,000,000 6.9025% 6.57% $(13,854) $(2,078,247)
6/15/00-6/16/03 $50,000,000 6.895% 6.58% $ (7,438) $(1,397,298)
7/17/00-7/15/03 $25,000,000 6.89% 6.79813% $ (4,913) $ (723,447)
8/15/00-8/15/03 $25,000,000 6.89% 6.75938% $ (4,264) $ (740,829)

As of December 31, 2000, the aggregate non-amortizing swap notional amount
under our swap agreements was $250.0 million. The Company pays a fixed rate and
receives 3-Month USD-LIBOR-BBA. Net interest positions are settled quarterly.
The variable rate is capped at 7.5% for the swaps with notional amounts of
$75.0 million, $50.0 million, $25.0 million and $25.0 million. The swaps with
notional amounts of $35.0 million and $40.0 million can be terminated at the
bank's option in December of 2001. Swap counter-parties are major commercial
banks.

F-30

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Years ended December 31, 1998, 1999 and 2000

Management believes that determining a fair value for the Company's
preferred stock is impractical due to the closely held nature of these
investments.

The Company is required to adopt the provisions of Statement of Financial
Accounting Standards (SFAS) No. 133, "Accounting for Derivative Instruments and
Hedging Activities," as amended by SFAS No. 137 and SFAS No. 138, beginning in
the first quarter of fiscal 2001. This standard, as amended, requires that all
derivative instruments be recorded on the balance sheet at their fair value and
changes in the fair value be recorded each period in earnings or comprehensive
income. The Company anticipates that the adoption of SFAS No. 133 will result
in recording a cumulative adjustment as of the beginning of 2001 to increase
current liabilities to reflect the fair value of interest rate swap agreements
of approximately $4.2 million, and a decrease to comprehensive income of
approximately $4.2 million. The Company currently does not expect the adoption
of SFAS No. 133 to have a material impact on future net income as current
hedging instruments are considered to be highly effective.

(12) Related-Party Transactions

The Company was associated with Triton Cellular Partners L.P. ("Triton
Cellular") by virtue of certain management overlap. As part of this
association, certain costs are incurred on behalf of Triton Cellular and
subsequently reimbursed to the Company. Such costs totaled $482,000, $2.2
million and $714,000 during 1998, 1999 and 2000, respectively. In addition,
pursuant to an agreement between the Company and Triton Cellular, allocations
for management services rendered are charged to Triton Cellular. Such
allocations totaled $469,000, $505,000 and $196,000 for 1998, 1999 and 2000,
respectively. The outstanding balance at December 31, 1999 and 2000 was $1.1
million and $16,000, respectively. The Company expects settlement of these
outstanding charges during 2001. Triton Cellular consummated the sale of
substantially all of its assets in April 2000.

In January 1998, we entered into a master service agreement with a related
party pursuant to which the related party will provide Triton with radio
frequency design and system optimization support services.

In February 1998, Triton PCS entered into a credit facility for which
affiliates of certain investors serve as agent and lenders. The credit facility
was amended in September 1999 and September 2000 (see Note 8). In connection
with execution of the credit facility and such amendments, the agent and
lenders receive customary fees and expenses.

In May 1998, Triton PCS consummated a private offering of senior
subordinated notes (see Note 9). Affiliates of several cash investors were
initial purchasers in the private offering and received a placement fee of $6.3
million.

F-31

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Years ended December 31, 1998, 1999 and 2000

(13) Commitments and Contingencies

(a) Leases

The Company has entered into various leases for its offices, land for cell
sites, cell sites, and furniture and equipment under capital and operating
leases expiring through 2025. The Company has various capital lease commitments
of approximately $5.8 million as of December 31, 2000. As of December 31, 2000,
the future minimum rental payments under these lease agreements having an
initial or remaining term in excess of one year were as follows:

Operating Capital
--------- -------
(in thousands)

2001.................................................... $ 34,968 $ 2,173
2002.................................................... 35,727 2,076
2003.................................................... 34,818 1,562
2004.................................................... 27,876 555
2005.................................................... 21,208 45
Thereafter.............................................. 116,977 --
-------- -------
Total................................................. $271,574 6,411
========
Interest expense........................................ 635
-------
Net present value of future payments.................... 5,776
Current portion of capital lease obligation............. 1,845
-------
$ 3,931
=======

Rent expense under operating leases was $3.0 million, $13.2 million and
$29.4 million for the years ended December 31, 1998, 1999 and 2000,
respectively.

(b) Litigation

The Company has been involved in litigation relating to claims arising out
of its operations in the normal course of business. The Company does not
believe that an adverse outcome of any of these legal proceedings will have a
material adverse effect on the Company's results of operations.

(14) Preferred Stock and Shareholders' Equity

(a) Capital Contributions

On February 4, 1998, pursuant to the Securities Purchase Agreement, the
Company issued $140.0 million of equity to certain institutional investors and
management shareholders in exchange for capital commitments aggregating $140.0
million. The Securities Purchase Agreement provided that the cash contributions
be made to the Company. The Company directed that all cash contributions
subsequent to the initial cash contributions be made directly to Triton.

F-32

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Years ended December 31, 1998, 1999 and 2000

(b) Preferred Stock

The Series A convertible preferred stock ("Series A") is convertible into
common stock at the option of the holders on or after February 4, 2006. The
conversion rate for each share of Series A is equal to its accreted value
divided by the then fair market value of the Company's common stock.

The holders of the Series A are entitled to 10% cumulative annual dividends,
payable quarterly. At December 31, 2000, cumulative dividends accrued and
classified as a component of preferred stock in the accompanying balance sheet
are $25.4 million. The Company may defer payment of the dividends until June
30, 2008, at which time all deferred dividend payments must be made. The Series
A is redeemable at its accreted value at the option of the Company on or after
February 4, 2008. The Series A is redeemable at the option of the holders on or
after February 4, 2018. The Series A and the Series B preferred stock ("Series
B") are on a parity basis with respect to dividend rights and rights on
liquidation and senior to all other classes of preferred or common stock of the
Company. The Series A holders do not have any voting rights, except as required
by law or in certain circumstances, but have the right to nominate one
director.

In the event that there is a disqualifying transaction, the Company has the
right to cause AT&T Wireless PCS to exchange certain shares of its Series A
convertible preferred stock into Series B preferred stock. The Series B
preferred stock has dividend rights equal to that of the Series A. The Series B
is not convertible into any other security of the Company. The Series B is
redeemable at its accreted value, at the option of the Company at any time. The
Series B holders do not have any voting rights.

The Series C convertible preferred stock ("Series C") converted into Class A
common stock on a 23:1 basis, subject to adjustments, in connection with
Triton's initial public offering.

In December 1998, the Company redeemed from a certain equity investor, and
simultaneously sold for the same amount to certain other equity investors,
approximately 35,600 shares of Series C (which were converted into 818,800
shares of common stock in our initial public offering) for approximately
$3,560,000.

The Series D convertible preferred stock ("Series D") is convertible into an
equivalent number of shares of Series C at the option of the holder. The
holders of the Series D do not have any voting rights. Upon liquidation or
dissolution, the holders of the Series D have a liquidation preference of $100
per share, subject to adjustment and rank senior to the Series C and the common
stock.

F-33

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Years ended December 31, 1998, 1999 and 2000

In October 1999, the board of directors approved a 23-for-1 stock split of
its common stock effective immediately prior to the initial public offering.
All common stock share data have been retroactively adjusted to reflect this
change.

(d) Initial Public Offering

On October 27, 1999, the Company completed an initial public offering of
shares of its Class A common stock and raised approximately $190.2 million, net
of $16.8 million of costs. Affiliates of First Union Affordable Housing
Community Development Corporation and J.P. Morgan SBIC LLC, each of which
beneficially owns more than 5% of the Company's stock, served as underwriters
and received underwriters' fees in connection with the initial public offering.

(15) Quarterly Results of Operations (Unaudited)

The following table summarizes the Company's quarterly financial data for
the two years ended December 31, 2000 and December 31, 1999, respectively:

First Second Third Fourth
2000 Quarter Quarter Quarter Quarter
---- ------- ------- ------- --------
(in thousands, except per share
data)

Total revenue............................. $62,848 $85,236 $99,342 $109,855
Loss from operations...................... (35,238) (32,009) (24,137) (33,504)
Net loss available to shareholders........ (46,738) (44,847) (41,169) (54,017)
Net loss per share--basic and diluted..... $ (0.75) $ (0.73) $ (0.66) $ (0.87)

First Second Third Fourth
1999 Quarter Quarter Quarter Quarter
---- ------- ------- ------- -------
(in thousands, except per share
data)

Total revenue.............................. $11,540 $26,702 $43,113 $51,876
Loss from operations....................... (20,026) (28,490) (32,331) (44,232)
Net loss available to shareholders......... (30,925) (37,935) (28,816) (60,409)
Net loss per share--basic and diluted...... $ (5.01) $ (6.12) $ (4.44) $ (1.33)

(16) Subsequent Events

On January 19, 2001, Triton PCS completed the private sale of $350.0 million
principal amount of 9 3/8% Senior Subordinated Notes due 2011. The notes are
guaranteed by all of the subsidiaries of Triton PCS and rank ratably with
Triton PCS's 11% Senior Subordinated Discount Notes due 2008. The net proceeds
of the notes were approximately $337.5 million.

We hold a 39% interest in Lafayette Communications Company L.L.C.
("Lafayette Communications"), a small business under FCC Guidelines that
participated in the FCC 1900 MHZ C and F Block Broadband PCS Auction No. 35,
which ended on January 26, 2001. Lafayette Communications was the winning
bidder for thirteen 10 MHz C Block licenses and one 10 MHz

F-34

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
Years ended December 31, 1998, 1999 and 2000

F Block license covering a total population of approximately 6.8 million people
in our current geographic area in Georgia, North Carolina and Virginia, and its
net high bids totaled approximately $170 million.

On January 31, 2001, Lafayette Communications entered into a definitive
agreement to acquire licenses for 10 MHz of spectrum from subsidiaries of
Carolina PCS I Limited Partnership. The licenses for this spectrum encompass
nine basic trading areas covering all of South Carolina and serving
approximately 3.5 million people. The transaction is subject to regulatory
approval and certain other closing conditions.

We anticipate negotiating for an agreement with Lafayette Communications,
consistent with FCC requirements, regarding the use of the spectrum acquired by
Lafayette Communications. We intend to fund a senior loan to Lafayette
Communications to finance the acquisition of these licenses. Any senior loan we
provide will be secured by underlying assets of Lafayette Communications. In
connection with the loan, Lafayette Communications will guarantee Triton PCS's
obligations under its credit facility and Triton PCS will pledge the senior
loan to the lenders under its credit facility.

Triton PCS made additional net draws under its credit facility of $167.3
million as of March 5, 2001. (See Note 8)

On February 28, 2001, the Company issued and sold 3,500,000 shares of Class
A common stock in an offering at $32 per share and raised approximately $106.1
million, net of $5.9 million of costs.

(17) Supplemental Cash Flow Information

1998 1999 2000
------- ------ -------
(in thousands)

Cash paid during the year for interest, net of
amounts capitalized............................... $ 8,150 $4,111 $12,943
Non-cash investing and financing activities:
Deferred stock compensation....................... 5,490 15,791 33,373
Equipment acquired under capital lease
obligation....................................... 2,529 3,456 2,573
Issuance of preferred stock in connection with
Savannah/Athens Transaction...................... -- 10,432 --
Capital contribution in connection with conversion
of
short-term debt to equity........................ 13,362 -- --
Issuance of preferred stock in connection with
Norfolk
transaction...................................... 14,555 -- --
Issuance of preferred stock in connection with
AT&T
Transaction net of deferred taxes................ 100,947 -- --
Capital expenditures included in accounts
payable.......................................... 21,027 26,145 13,410

F-35

PROSPECTUS

TRITON PCS HOLDINGS, INC.

This prospectus is part of a shelf registration statement which Triton has
filed with the Securities and Exchange Commission. Under the shelf
registration statement, Triton may offer shares of Class A common stock,
shares of preferred stock, and warrants or other rights to purchase shares of
capital stock up to a total dollar amount of $77,337,000, including the U.S.
dollar equivalent if the offering is denominated in one or more foreign
currencies, foreign currency units or composite currencies. In addition,
certain selling stockholders may offer up to 6,900,000 shares of Class A
common stock.

Under the shelf registration process, we and the selling stockholders may
sell the securities from time to time in one or more separate offerings, in
amounts, at prices and on terms to be determined at the time of sale.

Our Class A common stock is listed on the New York Stock Exchange under the
symbol "TPC".

In addition to Class A common stock, we also have shares of Class B non-
voting common stock issued and outstanding. The rights of holders of Class A
common stock and Class B non-voting common stock differ with respect to some
aspects of convertibility and voting. We will not offer or sell any shares of
Class B non-voting common stock under this prospectus.

This prospectus provides a general description of the securities that we
may offer. Each time we sell a particular series of preferred stock, shares of
Class A common stock or warrants or other rights, we will provide a prospectus
supplement which will contain the specific terms of the securities being
offered at that time.

The prospectus supplement may add, update or change information contained
in this prospectus. You should read both this prospectus and the prospectus
supplement in conjunction with the additional information described under the
headings "Where You Can Find More Information" and "Information Incorporated
by Reference."

----------------

Investing in the securities involves risks. See "Risk Factors" beginning on
page 3.

----------------

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.

----------------

The securities may be sold directly by us or, in the case of the Class A
common stock registered for the selling stockholders, may be sold by the
selling stockholders, to our stockholders or to purchasers or through agents
on our or on the selling stockholders' behalf or through underwriters or
dealers as designated from time to time. If any agents or underwriters are
involved in the sale of any of these securities, the applicable prospectus
supplement will set forth the names of the agents or underwriters and any
applicable fees, commissions or discounts.

----------------

The date of this Prospectus is November 26, 2001.

TABLE OF CONTENTS

Page
----

PROSPECTUS SUMMARY....................................................... 1
RISK FACTORS............................................................. 3
USE OF PROCEEDS.......................................................... 14
RATIO OF EARNINGS TO COMBINED FIXED CHARGES AND PREFERRED STOCK
DIVIDENDS............................................................... 14
DESCRIPTION OF CAPITAL STOCK............................................. 15
DESCRIPTION OF WARRANTS AND OTHER RIGHTS................................. 21
SELLING STOCKHOLDERS..................................................... 22
PLAN OF DISTRIBUTION..................................................... 23
LEGAL MATTERS............................................................ 25
EXPERTS.................................................................. 25
WHERE YOU CAN FIND MORE INFORMATION...................................... 25
INFORMATION INCORPORATED BY REFERENCE.................................... 25

You should rely only on the information contained in or incorporated by
reference in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with information that is different from
that contained in or incorporated by reference in this prospectus or any
prospectus supplement. We are offering to sell these securities only in states
where offers and sales are permitted. You should not assume that the
information in this prospectus or any prospectus supplement, or information we
previously filed with the Securities and Exchange Commission and incorporate
here by reference, is accurate as of any date other than the date on the front
of those documents. Our business, financial condition, results of operations
and prospects may have changed since that date.

----------------

We are a Delaware corporation. Our principal executive offices are located
at 1100 Cassatt Road, Berwyn, Pennsylvania 19312, and our telephone number at
that address is (610) 651-5900. Our World Wide Web site address is
http://www.tritonpcs.com. The information in our web site is not part of this
prospectus.

In this prospectus, "Holdings" refers to Triton PCS Holdings, Inc., "Triton
PCS" refers to Triton PCS, Inc., a wholly-owned subsidiary of Holdings, and
"Triton," "we," "us" and "our" refer to Holdings and its wholly-owned
subsidiaries, unless the context requires otherwise. "AT&T Wireless PCS" refers
to AT&T Wireless PCS, LLC, "AT&T Wireless" refers to AT&T Wireless Services,
Inc. and "AT&T" refers to AT&T Corp.

----------------

Special Note Regarding Forward-Looking Statements

This prospectus and the documents incorporated by reference in this
prospectus contain forward-looking statements that involve substantial risks
and uncertainties. You can identify these statements by forward-looking words
such as "anticipate," "believe," "could," "estimate," "expect," "intend,"
"may," "should," "will" and "would" or similar words. Our forward-looking
statements also include the facts and assumptions underlying such statements or
projections. You should read statements that contain these words carefully
because they discuss our future expectations, contain projections of our future
results of operations or of our financial position or state other "forward-
looking" information. We believe that it is important to communicate our future
expectations to our investors. However, there may be events in the future that
we are not able to accurately predict or control. The factors listed in the
"Risk Factors" section, as well as any cautionary language in this prospectus
and in documents incorporated by reference in this prospectus, provide examples
of risk, uncertainties and events that may cause our actual results to differ
materially from the expectations we describe in our forward-looking statements.
We undertake no obligation to publicly update or revise any forward-looking
statements, whether as a result of new information, future events or otherwise.
Before you invest in our securities, you should be aware that the occurrence of
the events described in these risk factors and elsewhere in this prospectus and
in documents incorporated by reference in this prospectus could have a material
adverse effect on our business, results of operations, financial position and
the value of our securities.

PROSPECTUS SUMMARY

This summary highlights basic information about us. It does not contain all
of the information that is important to you. You should read the entire
prospectus carefully, including the section entitled "Risk Factors," as well as
the information incorporated by reference into this prospectus.

Triton

Recent Developments

Financings

On November 14, 2001, Triton PCS, Inc., our wholly owned subsidiary,
completed the private sale of $400.0 million principal amount of 8 3/4% senior
subordinated notes due 2011. The notes are guaranteed by all of the
subsidiaries of Triton PCS and rank ratably with Triton PCS's outstanding 11%
senior subordinated discount notes due 2008 and Triton PCS's 9 3/8% senior
subordinated notes due 2011. Triton PCS received net proceeds of approximately
$390.0 million, after deducting the initial purchasers' discount and estimated
offering expenses, and used such proceeds to repay term borrowings under its
senior credit facility. Following the application of proceeds, Triton PCS has
outstanding borrowings of approximately $14.4 million under the Tranche A term
loan, $150.0 million under the Tranche B term loan, approximately $14.4 million
under the Tranche C term loan and approximately $6.2 million under the Tranche
D term loan. Previously, Triton PCS amended its credit facility, extending the
availability period for $71.5 million of the remaining $75.0 million unfunded
commitment under the Tranche D term loan from December 31, 2001 to December 31,
2002.

Spectrum Cap Decision

The FCC has maintained a cap on the total amount of commercial mobile
wireless service spectrum a single entity can hold in any geographic market.
Commercial wireless licensees and their affiliates have been limited to a total
of 45 megahertz of commercial mobile radio service spectrum in non-rural areas
and 55 megahertz of commercial mobile radio service spectrum in rural areas.
The FCC also has maintained other policies it believed promoted wireless
competition, including a cellular cross interest rule under which each of the
two cellular licensees in a particular market could only have a direct or
indirect ownership interest of five percent or less in the other licensee. On
November 8, 2001, the FCC voted to: (1) sunset the spectrum cap rule by
eliminating it effective January 1, 2003; (2) raise the cap immediately to 55
megahertz in all markets until the sunset date; and (3) immediately eliminate
the cellular cross-interest rule in non-rural markets. It is widely believed
that the FCC's actions may spur consolidation in the commercial wireless
industry.

Other Recent Developments

For other recent developments, we refer you to our most recent and future
filings under the Securities Exchange Act of 1934.

RISK FACTORS

An investment in our securities involves a high degree of risk. In addition
to the other information in this prospectus and the documents incorporated and
deemed to be incorporated herein by reference, you should carefully consider
the following risks before making an investment decision. Our business,
financial condition and results of operations could be harmed were any of the
following risks or uncertainties to develop into actual events. In such case,
the value of our securities could decline and you might lose all or part of
your investment.

We have incurred, and may continue to incur, operating losses.

. market our services successfully;

. achieve our projected market penetration;

. manage customer turnover rates effectively; and

. price our services competitively.

If AT&T Wireless is not successful as a provider of wireless communications, we
may not be successful.

We depend on our agreements with AT&T and AT&T Wireless for our success, and we
would have difficulty operating without them.

Our results of operations are dependent upon agreements we have entered into
with AT&T and AT&T Wireless in several ways:

. We market our products using equal emphasis co-branding with AT&T in
accordance with a license agreement with AT&T, which we believe provides
us with significant marketing advantages. The license agreement has an
initial five-year term expiring February 2003 and may be terminated if we
fail to comply with any of its material provisions.

renegotiation by the parties from time to time on or after September 1,
2005. The roaming agreement has a 20-year term expiring in 2018 and may be
terminated by AT&T Wireless if we breach any of its material provisions.
Our ability to offer plans with low roaming rates would be adversely
affected if this agreement were to be terminated.

Our results of operations would be adversely affected if any of our
agreements with AT&T or AT&T Wireless are terminated.

AT&T Wireless may compete with us, which could cause it to obtain subscribers
who otherwise might use our AT&T-licensed services.

Our inability to effectively manage our planned rapid growth could adversely
affect our operations.

Our future growth may require significant additional capital, and our
substantial indebtedness could impair our ability to fund our capital
requirements.

be required to spend incremental amounts that are not in our current capital
budget. In addition, we engage, from time to time, in discussions with AT&T
Wireless regarding possible acquisitions of additional personal communications
services licenses from them. We may also engage in discussions regarding future
acquisitions of wireless communications licenses within our currently licensed
area. Sources of funding for our future capital requirements may include any or
all of the following: