<PAGE>

                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K

                 FOR ANNUAL AND TRANSITION REPORTS PURSUANT TO
               SECTION 13 OR 15(d) OF THE SECURITIES ACT OF 1934
                                   (Mark One)

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                  For The Fiscal Year Ended December 31, 2000.

                                       OR

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

                         Commission File Number: 022003

                             Louisiana Unwired, LLC
                    ---------------------------------------
                          (Exact name of registrant as
                           specified in its charter)



<TABLE>
<S>                                                 <C>
                Louisiana                                          72-1407430
(State or other jurisdiction of incorporation or     (I.R.S. Employer Identification Number)
organization)

    One Lakeshore Drive, Suite 1900                                   70629
            Lake Charles  LA
         ----------------------                                     ---------
   (Address of principal executive                                  (Zip Code)
    offices)
</TABLE>


     Registrant's telephone number, including area code    (318) 436 - 9000
                         -----------------------------

       Securities registered pursuant to Section 12(b) of the Act: None.

          Securities registered pursuant to Section 12(g) of the Act:

                                 Not Applicable

                              Title of Each Class

Indicate by check mark whether the registrant (1) has filed all reports required
 to be filed by section 13 or 15(d) of the Securities and Exchange Act of 1934
 during the preceding 12 months (or for such shorter period that the registrant
   was required to file such reports) and (2) has been subject to such filing
              requirements for the past 90 days. Yes  X    No
                                                     ---      ---

 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
  of Regulation S-K is not contained herein, and will not be contained, to the
 best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
                                 Form 10-K. [ ]
<PAGE>

PART I

ITEM 1.     Business
ITEM 2.     Properties
ITEM 3.     Legal proceedings
ITEM 4.     Submission of Matters to a Vote of Security Holders

PART II

ITEM 5.     Market For Registrant's Common Equity And Related Stockholder
              Matters
ITEM 6.     Selected Financial Data
ITEM 7.     Management's Discussion And Analysis Of Financial Condition And
              Results Of Operations
ITEM 7A.    Quantitative And Qualitative Disclosures About Market Risk
ITEM 8.     Financial Statements
ITEM 9.     Changes In And Disagreements With Accountants On Accounting And
              Financial Disclosure

PART III

ITEM 10.    Directors And Executive Officers Of The Registrant
ITEM 11.    Executive Compensation
ITEM 12.    Security Ownership Of Certain Beneficial Owners And Management
ITEM 13.    Certain Relationships And Related Transactions

PART IV

ITEM 14.    Exhibits, Financial Statements, Schedules, And Reports On Form 8-K
<PAGE>

ITEM 1
PART I

     This annual report on Form 10-K includes "forward looking statements"
within the meaning of Section 27A of the Securities Act of 1933, as amended (the
"Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as
amended ("the Exchange Act"), which can be identified by the use of forward-
looking terminology such as, "may," "might," "could," "would," "believe,"
"expect," "intend," "plan," "seek," "anticipate," "estimate," "project," or
"continue" or the negative thereof or other variations thereon or comparable
technology.  All statements other than historical fact included in this annual
report on Form 10-K, including without limitation, the statements under "Item 1.
Business" and "Item 7.  Management's Discussion and Analysis of Financial
Condition and Results of Operation" and located elsewhere herein regarding our
financial position and liquidity are forward-looking statements.

     These statements speak only as of the date made, are not guarantees of
future performance, and involve known and unknown risks and other factors that
could cause actual results to be materially different from any future results
expressed or implied by them.  Some of these factors, many of which are outside
our control, include:  our dependence on our affiliation with Sprint PCS,
availability of infrastructure and subscriber equipment, availability at
acceptable terms of sufficient funds to pay for our business plan, competition,
changes in labor, equipment and capital costs, ability to obtain required
regulatory approvals, market and technology changes, ability to comply with our
credit agreements, changes in management, ability to attract and retain
qualified employees, future acquisitions, and general economic and business
conditions.  One should not rely too heavily on any forward-looking statement.
All written and oral forward-looking statements are expressly qualified in their
entirety by the cautionary statements.

ITEM 1.   Business

     We currently provide wireless personal communications services, commonly
referred to as PCS primarily in Louisiana, Texas, Florida, Arkansas, Mississippi
and Alabama.  We are a network partner of Sprint PCS, the personal
communications services group of Sprint Corporation. Sprint PCS, directly and
through affiliates like us, provides wireless services in more than 4,000 cities
and communities across the country. We have the exclusive right to provide
digital PCS services under the Sprint (R) and Sprint PCS(R) brand names in a
service area comprising approximately 9.8 million residents in eastern Texas,
southern Oklahoma, southern Arkansas, significant portions of Louisiana, Alabama
and Mississippi, the Florida panhandle and southern Tennessee. Our service area
is among the largest in population and subscribers of the Sprint PCS network
partners.

     We currently provide Sprint PCS service in 36 Business Trading Areas
("BTAs" or "markets") within the states listed above. A market is a geographical
area in which we operate and, in total, our service area consists of 41 markets.
We have listed all of our PCS markets in a table below. Our network currently
covers approximately 6.0 million residents of approximately 9.3 million total
residents in the 36 markets in which we operate. We expect to cover a total of
6.5 million residents by mid-2001, at which point we expect to have covered
approximately 66% of the 9.8 million resident population in our service area.
The people in our service area do not represent the number of Sprint PCS
subscribers that we expect to have in our service area.

     At December 31, 2000, we were providing PCS service to approximately
126,000 subscribers in our service area.

     Our service area covers 41 markets in eastern Texas, southern Oklahoma,
southern Arkansas, significant portions of Louisiana, Alabama and Mississippi,
the Florida panhandle and southern Tennessee. Our service area is contiguous
with Sprint PCS's launched markets of Houston, Dallas, Little Rock, New Orleans,
Birmingham, Tallahassee and Memphis. We are constructing a 100% digital, 100%
wireless PCS network that we expect to substantially complete by mid-2001.

Our Background

     We operate one subsidiary, Texas Unwired, a Louisiana general partnership
("Texas Unwired"). We, along with our subsidiary, provide PCS telecommunication
services.  At December 31, 2000, we owned 80% of Texas Unwired.
<PAGE>

     Under our agreements with Sprint PCS, we market Sprint PCS products and
services in our service area using licenses that Sprint PCS acquired from the
FCC in 1994 and 1996. We will be the only provider of Sprint PCS products and
services in our service area. Some key points about these agreements are:

     . each agreement lasts 50 years with an initial period of 20 years and
       three successive 10-year renewal periods.

     . each agreement requires revenue sharing of 8% to Sprint PCS and 92% to
       us, except that we retain 100% of revenues from non-LA Unwired Sprint PCS
       customers traveling in our service area, extraordinary income and
       equipment sales.

     . if we terminate or breach the agreements, we may be required to sell our
       PCS business and network to Sprint PCS or to purchase the Sprint PCS
       licenses from Sprint PCS.

     . if Sprint PCS terminates or breaches the agreements, we may be able to
       sell our PCS business and network to Sprint PCS or to purchase the Sprint
       PCS licenses from Sprint PCS.

     In October 2000, we amended our agreements to provide that Sprint PCS will
begin providing substantially all of our PCS billing and customer care services.
We anticipate that Sprint PCS will begin these services in August 2001.  Until
such time, we will continue to staff customer care internally and provide
billing services through an affiliate company.

     We believe that our service area is important to Sprint PCS's plan to
expand its PCS network. To date, Sprint PCS has made considerable investments in
the licenses covering our service area.

Our Service Area

     Our Sprint PCS service area covers 41 markets spanning over 164,500 square
miles with a population of approximately 9.8 million. Our service area is one of
the largest in the United States by measure of population for all of the
territories assigned to Sprint PCS network partners. Even though our service
area comprises approximately 9.8 million residents, the number of residents in
our service area does not represent the number of PCS subscribers that we expect
to have in our service area. At December 31, 2000, we were providing PCS
services to approximately 126,000 subscribers in our service area.

     Our service area is contiguous with Sprint PCS's launched markets of
Houston, Dallas, Little Rock, New Orleans, Birmingham, Tallahassee and Memphis.
Our network build out links these existing Sprint PCS markets. We will be the
only provider of Sprint PCS products and services in the markets connecting
these major cities.

     The following table provides some key information about our PCS markets
(population in thousands) including launch dates if not operational. Our network
currently covers approximately 6.0 million residents of approximately 9.3
million total residents in the 36 markets in which we operate. We expect to
cover a total of 6.5 million residents by mid-2001, at which point we expect to
have covered approximately 66% of the 9.8 million resident population in our
service area.

<TABLE>
<CAPTION>
                                                   Basic                                 Expected
                                                  Trading              Market             On Line
Market (1)                                        Area #             Population            Date
------------------------------------------   -----------------   ------------------   ---------------
<S>                                          <C>                 <C>                  <C>
Anniston, AL                                           17                167.3             Online
Chilton Area Counties, AL (2) (3)                      44                246.4             Online
Decatur, AL                                           108                145.6              2001
Florence, AL                                          146                185.8             Online
Gadsden, AL                                           158                188.3             Online
Huntsville, AL                                        198                512.9             Online
Mobile, AL                                            302                668.1             Online
Montgomery, AL                                        305                477.6             Online
Selma, AL                                             415                 72.1             Online
Tuscaloosa, AL                                        450                254.5             Online
El Dorado, AR                                         125                102.2              2001
Hot Springs, AR                                       193                135.7             Online
Nevada Area Counties, AR (2) (4)                      257                 57.3             Online
Pine Bluff, AR                                        348                147.4              2001
</TABLE>

                                       2
<PAGE>

<TABLE>
<S>                                          <C>                 <C>                  <C>
Fort Walton Beach, FL                                 154                225.6             Online
Jackson Area County, FL (2)                           439                 50.9             Online
Panama City, FL                                       340                210.6             Online
Pensacola, FL                                         343                429.1             Online
Alexandria, LA                                          9                273.7             Online
Houma, LA                                             195                277.1             Online
Lake Charles, LA                                      238                282.6             Online
Monroe, LA                                            304                330.4             Online
Shreveport, LA                                        419                586.8             Online
Columbus, MS                                           94                171.5             Online
Greenville, MS                                        175                205.8             Online
Grenada Counties, MS (2) (5)                          290                 62.4             Online
Hattiesburg, MS                                       186                186.6             Online
Jackson, MS                                           210                667.5             Online
Laurel, MS                                            246                 82.3             Online
McComb, MS                                            269                111.7             Online
Meridian, MS                                          292                206.7             Online
Natchez, MS                                           315                 72.1              2001
Tupelo, MS                                            449                318.5             Online
Vicksburg, MS                                         455                 62.4             Online
Marshall Area Counties, TN (2) (6)                    314                 56.9             Online
Longview, TX                                          260                320.8             Online
Paris, TX                                             341                 93.0              2001
Texarkana, TX                                         443                262.0             Online
Tyler, TX                                             452                310.0             Online
Beaumont, TX                                           34                464.4             Online
Lufkin, TX                                            265                165.2             Online
                                                                       -------
    Total                                                              9,847.8
                                                                       =======
</TABLE>
-------------------------------
  (1)   Source: Paul Kagan Associates, Inc., 2000 PCS Atlas and Databook
        ("Kagan Atlas"). Market population has been calculated as the market
        population from the Kagan Atlas times our ownership interest in the
        market. Our subsidiary is calculated at 80% ownership.
  (2)   County based information.(1999)
  (3)   Includes Nevada, Clark, Dallas, and Grant Counties.
  (4)   Includes Chilton, Cullman, Talladega, Coosa and Tallapoosa Counties.
  (5)   Includes Grenada, Yalobusha, Tallahatchie and Montgomery Counties.
  (6)   Includes Marshall and Giles Counties.

PCS Services and Features

     We offer Sprint PCS products and services in our service area. Our products
and services are designed to mirror those of Sprint PCS and to be a part of the
Sprint PCS nationwide network.    Sprint PCS customers in our service area may
use Sprint PCS services throughout our contiguous markets and seamlessly
throughout the Sprint network.

     We support the Sprint PCS Wireless Web throughout our service area.

     We offer Code Division Multiple Access ("CDMA") handsets that weigh five to
seven ounces and can offer up to five days of standby time and up to five hours
of talk time.  We also offer dual-mode handsets that allow customers to make and
receive calls on both PCS and cellular frequency bands.  All handsets are
equipped with preprogrammed features and are sold under the Sprint PCS brand
name.

                                       3
<PAGE>

     We provide roaming services to both Sprint PCS subscribers that are
traveling through our service area as well as non-Sprint subscribers traveling
through our service area.  Sprint PCS and other affiliates provide a similar
service to our subscribers traveling outside of our market area.

PCS Marketing Strategy

     Our marketing and sales strategy uses the advertising and marketing
programs that have been developed by Sprint PCS.  We enhance this with
strategies that we have tailored specifically for our markets.

     We benefit from the recognizable Sprint PCS brand names and logos and from
Sprint PCS's technological developments.

     Advertising. We use the Sprint PCS name and reputation to attract customers
more efficiently than competitors with low brand awareness. Sprint PCS has
launched a national advertising campaign to promote its products, and we benefit
from this national advertising in our service area at no additional cost to us.
Sprint PCS also runs numerous promotional campaigns which provide customers with
benefits such as additional features at the same rate or free ancillary
services.

     Pricing. We use the Sprint PCS pricing strategy. This offers customers in
our service plans with preferred options and features that typically offer
service features such as voicemail, enhanced caller identification, call
waiting, three-way calling and low per-minute rates.

     We offer long-term traveling arrangements with set pricing. We are the only
provider of PCS service for non-LA Unwired Sprint PCS customers traveling in our
service area.

     Regional focus and customer care. Our regional focus enables us to
supplement Sprint PCS's marketing strategies with our own strategies tailored to
each of our specific markets. This includes attracting local businesses to
enhance our distribution and drawing on our management team's local experience.
Our large local sales force executes our marketing strategy through our retail
stores and kiosks. Our outside sales force targets business sales. Additionally,
we staff our retail outlets with full-time customer care representatives to
communicate directly with the customers concerning billing and service issues.

     We direct our media and promotional efforts at the community level by
advertising Sprint PCS's products and services through television, radio, print
advertisements, outdoor advertising, billing inserts and promotional displays in
our retail stores. We market our products and services under the name US Unwired
along with the Sprint(R) and Sprint PCS(R) logos. Also, we sponsor local and
regional events. In addition, Sprint PCS's existing agreements with national
retailers provide us with access to over 550 national retail locations in our
service area.

Sales and Distribution

     We target a broad range of consumer and business markets through a sales
and distribution plan. We use traditional sales channels, like our retail
stores, mass merchandisers and other national retail outlets, independent agents
and an outside sales force. We also use lower-cost methods like direct marketing
and a corporate website.

     Retail stores. We sell our product at 26 retail stores and eight kiosks and
plan to open seven additional retail stores by mid-2001. Our retail stores are
located in the principal retail districts in each market. Kiosks, which are
located primarily in high traffic retail outlets, maximize our retail presence
in some of our markets and take advantage of high traffic areas. We use our
stores and kiosks for the distribution and sale of our handsets and services.
Sales representatives in these stores and kiosks receive in-depth training that
allows them to explain PCS service in an informed manner. We believe that these
representatives will foster effective and enduring customer relationships.

     Independent agents. We have a contracted network of over 483 independent
agents that creates additional opportunities for local distribution. Most of
these businesses are family-owned consumer electronics dealers and wireless
telecommunication retailers.

     Mass merchandisers and outlets. We target customers through our mass-market
retail outlets. We have negotiated distribution agreements based on Sprint PCS's
arrangements with national and regional mass merchandisers and consumer
electronic retailers, including Radio Shack, Office Depot, Circuit City,
Dillard's, Sam's Wholesale Club, Office Max and Best Buy. Approximately 280 of
the total 550 national retail outlet locations in our market area are currently
selling our service.

                                       4
<PAGE>

     Other Sprint PCS Initiatives.  We participate in Sprint PCS's national
accounts program, which targets Fortune 1000 companies, take advantage of Sprint
PCS's inbound telemarketing sales program and  Sprint PCS's internet site  that
allows customers in our service area who purchase products and services over the
Sprint PCS internet site become customers of our PCS network.

Competition

     We compete in our service area with the current cellular providers and new
PCS providers. The cellular providers in our service area serve different
geographic segments of our service area, but no one cellular carrier provides
complete coverage throughout our service area. Some of these cellular providers
offer a digital product also, but it typically covers only a small segment of
our service area.

     Of our PCS competitors, only Verizon, SunCom, Cingular and Alltel provide
service comparable to ours in our service area. Verizon is licensed to offer PCS
services in all of our Louisiana and Texas markets but has not indicated any
intention to build out a network in these markets. SunCom, an AT&T wireless
network provider, operates in parts of the south-central and southeastern United
States and competes with us in our Louisiana, Alabama, Arkansas and Mississippi
markets. Alltel is a current PCS provider in several of our markets.

     Our ability to compete effectively with other PCS providers will depend on:

     . the continued success of CDMA technology in providing better call quality
       and clarity than analog cellular systems

     . our competitive pricing with various options suiting individual
       subscriber's calling needs.

     . the continued expansion and improvement of the Sprint PCS network,
       customer care system and telephone handset options.

     We compete also with paging, enhanced specialized mobile radio and dispatch
companies in our markets. Potential users of PCS systems may satisfy their
communications needs with other current and developing technologies. One or two-
way paging or beeper services that feature voice messaging and data display as
well as tone-only service may be adequate for potential subscribers who do not
need to speak to the caller.

     Sprint PCS has chosen CDMA technology, which we believe offers significant
advantages in the marketplace. CDMA is one of three languages that wireless
telephones use to communicate with the phone network. The other two predominant
standards are TDMA and GSM.

     CDMA offers superior call quality and clarity. CDMA also offers the highest
capacity of the three standards. This means that more simultaneous calls can be
handled on a CDMA network than on equivalent TDMA or GSM networks. CDMA also
offers a high level of security, giving customers confidence that their calls
remain private. CDMA offers many advanced features such as short text messaging,
Internet access, call waiting, call forwarding and three way calling. Several
providers in the United States, including Sprint PCS, Bell Atlantic and PCS
PrimeCo, have adopted CDMA.

     TDMA is generally less expensive to deploy if a carrier seeks to overlay an
analog network, like a cellular carrier would be required to do. TDMA also
offers increased call security and advanced features like those available on a
CDMA network. Several providers in the United States, including SunCom use TDMA.

     GSM is the most widely adopted standard around the world. It originated in
Europe, where it continues to be the dominant standard. It has been widely
deployed for over ten years, which means that economies of scale for network and
handset equipment have been achieved. This has lowered the cost of purchasing
the equipment for a GSM system. GSM also offers increased call security and
advanced features like those available on a CDMA network. Several providers in
the United States, including Cingular, VoiceStream Wireless, and Powertel, have
adopted GSM.

     We do not currently face competition from resellers. A reseller buys blocks
of wireless telephone numbers and capacity from a licensed carrier and resells
service through its own distribution network to the public but does not hold FCC
licenses or own facilities. Thus, a reseller is both a customer of a wireless
licensee's services and also a competitor of that and other licensees. We expect
to continue to be subject to the FCC rule that requires cellular and PCS
licensees to permit resale of carrier service.

     Over the past several years the FCC has auctioned and will continue to
auction large amounts of wireless spectrum that could be used to compete with
PCS services. Based upon increased competition, we anticipate that market prices
for two-

                                       5
<PAGE>

way wireless services generally will decline in the future. We will compete to
attract and retain subscribers principally on the basis of services and
features, the size and location of our service areas, network coverage and
reliability, customer care and pricing. Our ability to compete successfully will
also 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 discount pricing strategies by competitors.

Network Build out

     We have focused our network construction first on the concentrated
population and business centers of the major metropolitan areas in our service
area and the adjoining interstate highways. We continue to build out the smaller
markets surrounding the existing built out areas, interstate and state highways.
We only launch PCS service after we complete a significant portion of the
planned build out for a given area. Before we launch service, we perform
extensive field-testing to ensure comprehensive and reliable coverage within a
particular market. We provide overall project and construction management of the
design, site acquisition, installation and testing of our PCS system.

     We obtain cell sites in three ways: (1) co-location, (2) construction of a
tower by an independent build-to-suit company, or (3) construction of a tower by
us. We prefer to co-locate with another wireless company by leasing space on an
existing tower or building. When we co-locate, we generally have lower
construction costs, and it is likely that any zoning difficulties have been
resolved. As of December 31, 2000, we had 722 PCS cell sites, of which
approximately 80% were co-locations and 20% owned. We believe that we need
approximately 833 PCS cell sites to achieve approximately 66% coverage of the
population in our service area.

     Microwave relocation. Fixed microwave operators previously used the
frequencies that are now allocated for PCS licenses. The FCC has established
procedures for PCS licensees to relocate these existing microwave paths,
generally at the PCS licensee's expense. With Sprint PCS's assistance, we have
relocated all microwave paths for the PCS licenses that we own.

     Switching centers. We lease four switching centers for our service area.
These centers are located in our four markets of Shreveport and Lake Charles,
Louisiana, Jackson, Mississippi and Montgomery, Alabama. Each switching center
serves several purposes, including routing calls, managing call handoff, and
managing access to landlines and providing access to voice mail.

     Interconnection. We connect our digital PCS network to the landline
telephone system through interconnection agreements with local exchange
carriers. Before entering the Sprint PCS agreements, we entered into
interconnection agreements with BellSouth. Through our agreements with Sprint
PCS, we will benefit from the interconnection agreements that Sprint PCS
negotiates.

     Long distance and back haul. We have a long distance agreement with our
affiliate, Cameron Communications Corporation, for long distance services. We
can also buy long distance services from Sprint PCS.

     Network monitoring systems. Our network operations center in Lake Charles,
Louisiana provides monitoring and maintenance of our entire network, including:

     . the constant monitoring for blocked or dropped calls, call clarity and
       signs of tampering, cloning or fraud.

     . the recording of network traffic.

     . the overseeing of customer usage, data collected at switch facilities and
       billing.

     . as noted above, we amended our management agreements whereby Sprint PCS
       will begin providing substantially all of our PCS billing and have
       targeted the transition date as August 2001. We plan to continue to
       perform network capacity monitoring and planning beyond that date.

Government Regulation

     The FCC and other state and local regulatory agencies regulate our PCS and
cellular systems.

     Licensing of PCS systems. A broadband PCS system operates under a service
area license granted by the FCC for a particular market. These licenses operate
on one of six frequency blocks allocated for broadband PCS service. Narrowband
PCS is for non-voice applications such as paging and data service and is
separately licensed. The FCC awards all PCS licenses by auction.

                                       6
<PAGE>

     All PCS licenses have a 10-year term and must be renewed at the end of this
term. The FCC generally will renew a PCS license if the licensee provided
substantial service during the past license term and substantially complied with
applicable law. The FCC may revoke a license for serious violations of FCC
rules. All PCS licensees must satisfy coverage requirements. Licensees that fail
to meet the coverage requirements may lose the service area that is not covered,
or the license.

     For up to five years after a PCS license is granted, the licensee must
share spectrum with existing licensees that operate fixed microwave systems
within its license area. To operate our PCS systems efficiently and with
adequate population coverage, we must relocate many of these existing licensees.
The FCC has adopted a transition plan to relocate microwave operators and a
cost-sharing plan for relocation that benefits more than one PCS licensee. These
plans expire on April 4, 2005.

The FCC regulates PCS resale practices also.

     Licensing of cellular telephone systems. The FCC awards licenses for
cellular telephone systems by auction. Cellular licenses generally last for 10
years and may be renewed for periods of up to 10 years. The FCC may revoke a
license for serious violations of FCC rules. The FCC may deny renewal if it
determines that the grant of an application would not serve the public interest.
In addition, at the renewal time, other parties may file competing applications
for the license. A license in good standing is entitled to renewal expectancy.
This gives the current license holder an advantage over competing applicants.

     The FCC regulates cellular service resale practices and the terms under
which ancillary services may be provided through cellular facilities.

     We use landline facilities to connect cell sites and to link them to the
main switching office. The FCC separately licenses and regulates these
landlines.

     Other regulatory requirements. The FCC imposes additional regulatory
requirements on all commercial mobile radio service, or CMRS, operators, which
include PCS and cellular systems as well as some specialized mobile radio
systems. These requirements may change. Some of the current requirements
include:

     . Resale. Most CMRS operators, including us, generally may not restrict the
       resale of their services so that resellers may use the facilities of the
       CMRS operator to introduce a competitive service.

     . Roaming. CMRS carriers must provide service to all subscribers of a
       compatible CMRS service in another geographic region.

     . Number portability. CMRS carriers will soon be required to allow their
       customers to take their phone numbers with them if they change to a
       competitive service and must now be able to deliver calls to carried
       numbers.

     . Enhanced 911. CMRS carriers must transmit 911 calls from any qualified
       handset without credit check or validation, must provide 911 service to
       individuals with speech or hearing disabilities, and must provide the
       approximate location of the 911 caller.

     . Wiretaps. CMRS carriers must provide law enforcement personnel with
       sufficient capacity to enable wiretaps on the CMRS network.

     . Calling party pays. The FCC is considering rules to permit CMRS operators
       to charge the party making the call. The new rules, if adopted, would
       place consumer protection and uniform notification requirements on the
       service.

     . Customer information. The FCC has rules that protect the customer against
       the use of customer proprietary information for marketing purposes. A
       federal court struck down these rules, but the FCC has stayed the effect
       of this decision by petitioning for rehearing.

     . Interconnection. All telecommunications carriers, including CMRS
       carriers, must interconnect directly or indirectly with other
       telecommunications carriers.

                                       7
<PAGE>

     . Universal service and other fees. The FCC imposes large universal service
       support fees on telecommunications carriers, including CMRS carriers. The
       FCC imposes smaller fees for telecommunications relay service, number
       portability and the cost of FCC regulation.

     . Spectrum cap. There are limitations on a person's ownership in licenses
       for more than 45 MHz of PCS, cellular and some specialized mobile radio
       services in metropolitan statistical areas and 55 MHz in rural service
       areas where there is significant overlap in any geographic area.
       Significant overlap means that at least ten percent of the population of
       the PCS licensed service area is within the cellular and/or SMR service
       area(s). We believe that we are in compliance with these limits.

       . Transfers and assignments of PCS licenses. The FCC must approve the
         assignment or transfer of control of a license for a PCS system. In
         addition, the FCC requires licensees who transfer control of a PCS
         license within the first three years of their license term to disclose
         the total consideration received for the transfer. FCC approval is not
         required for the sale of an interest that does not transfer control of
         a license. Any acquisition or sale of PCS interests may also require
         the prior approval of the Federal Trade Commission, the Department of
         Justice and state or local regulatory authorities.

       . Foreign ownership. The Communications Act of 1934 limits the non-U.S.
         ownership of licensees. If foreign ownership exceeds the permitted
         level, the FCC may revoke the PCS licenses or require an ownership
         restructuring. We believe that we comply with these limitations.

       . Additional spectrum. In 2000, the FCC auctioned spectrum that could be
         used to compete with our PCS system. We have no way of knowing whether
         the persons who acquired the licenses for the new spectrum in our
         service area will offer a competitive service.

Intellectual Property

     The Sprint(R) and Sprint PCS(R) brand names and logos are registered
service marks owned by Sprint. We have license agreements with Sprint that allow
us to use, without payment and only in our service area, the Sprint design logo
and "diamond" symbol and other Sprint service marks, like the phrases "The Clear
Alternative to Cellular" and "Clear Across the Nation." We can use some of
Sprint's licensed marks on some wireless telephone handsets. The license
agreements have many restrictions on our use of their licensed marks. We are the
only person entitled to market Sprint PCS products and services in our service
area, except for the Sprint PCS national marketing programs.

Employees

     As of December 31, 2000, we had approximately 300 employees. A union does
not represent our employees. We believe that we have good relations with our
employees.

Seasonality

     Like the wireless communications industry in general, our subscribers
increase in the fourth quarter due to the holiday season. A greater number of
phones sold at holiday promotional prices increases our losses on merchandise
sales. Our sales and marketing expenses increase also with holiday promotional
activities. We generally have the most use and revenue per subscriber in the
summer because of an increase in revenues from fees charged to non-LA Unwired,
non-Sprint PCS customers who use our network while traveling in our service
area. We believe that the increased traffic in our service area comes from
people traveling during summer vacation. We expect these trends to continue
based on historical operating results.

Risk Factors Related to LA Unwired

     Our economic dependence on US Unwired could prevent us from fulfilling our
obligations to our creditors that could, in turn, adversely affect our future
operations.

     We may incur additional debt in the future. The indenture governing US
Unwired's  notes permit them  to incur additional debt, but there are
limitations. US Unwired's credit facilities provide for total borrowings of up
to $130.0 million. Some of US Unwired's  obligations under our credit facilities
may limit our ability to borrow more money.  If US Unwired  cannot borrow more
money, it could impair our ability to repay our notes and other indebtedness.

                                       8
<PAGE>

     Because of this substantial debt:

     . a substantial portion of our cash flow from operations to pay interest
       and principal

     . this will reduce the cash that is available for other purposes

     . most of our assets are encumbered with liens.

     . we may not be able to adjust to changing market conditions or
       competition.

     . we may be at a competitive disadvantage to our competitors who have less
       debt.

     Our ability to generate cash to pay interest and principal on our
indebtedness depends on many factors beyond our control, and this could reduce
our flexibility.

     Our ability to pay interest and principal on our debt depends on our future
operating performance. Our performance depends on general economic and
competitive conditions and on financial, business and other factors, many of
which we cannot control. We will use a substantial portion of our cash flow from
operations to repay our borrowings and interest under our debt instruments. This
will be a significant cost to us. We cannot assure you that we will have enough
cash flow from operations or future borrowings under our credit facilities to
repay our indebtedness or for our other liquidity needs.

     We may try to:

     - delay or reduce our capital expenditures.

     - restructure our debt.

     - sell some of our assets or operations.

     - acquire equity capital from other investors.

     We may not be able to take any of these actions on satisfactory terms or at
all. These actions may not provide us with enough cash to repay our debt.

     If there is a change of control of US Unwired, our parent company, we may
not be able to satisfy our obligations to our creditors.

     If we need additional financing that we cannot obtain, we may have to
change our network construction plan.

     We may have to make substantial capital expenditures to maintain our PCS
network. Actual expenditures may differ significantly from our estimates. We
would have to obtain additional financing if:

     . any of our sources of capital is unavailable or insufficient.

     . we significantly depart from our business plan.

     . we experience unexpected delays or cost overruns in the construction of
       our network, including changes to the schedule or scope of our network
       build out.

     . changes in technology or governmental regulations create unanticipated
       costs.

     . we acquire additional licenses or Sprint PCS grants us more service areas
       to build out and manage.

     We cannot predict whether any additional financing will be available or on
what terms. If we need additional financing that we cannot obtain, we will have
to change our plans for the remainder of our network.

                                       9
<PAGE>

     If we cannot construct our communications network timely or successfully,
our ability to compete could be limited, and we could lose our PCS licenses or
our relationship with Sprint PCS.

     We must lease or acquire rights to use locations for our PCS equipment and
our PCS network. This may require us to obtain zoning variances or governmental
approvals. If we are unable to obtain or use these locations, we may need to
alter the design of our network. This could prevent us from completing
construction of our network in a timely manner or at all.

     There is considerable demand for the communications equipment that we need
to construct our network, and manufacturers of this equipment could have
substantial backlogs of orders. Competitors who purchase large quantities of
communications equipment may receive priority in the delivery of this equipment.
If we cannot get this equipment, we may fail to construct our network timely.
This could limit our ability to compete effectively or to meet the construction
requirements of the FCC or our Sprint PCS agreements. If we do not meet these
construction requirements, we could lose our licenses or breach our agreements
with Sprint PCS.

     If we lose our agreements with Sprint PCS, our PCS business may not
succeed.

     Our agreements with Sprint PCS are central to our business plan.

     . These agreements give us the right to use the Sprint PCS(R) brand name
       and logo and related rights. If we lose these rights, our PCS operations
       will be impaired.

     . These agreements impose strict requirements on the construction of our
       network. If we do not meet these requirements, these agreements may be
       terminated and we could lose the right to be the sole provider of Sprint
       PCS products and services in our service area.

     . These agreements may be terminated also if any of Sprint PCS's FCC
       licenses is lost or jeopardized, or if we become insolvent.

     . These agreements give Sprint PCS a substantial amount of control over the
       conduct of our business. Sprint PCS may make decisions that adversely
       affect our business like setting the prices for its national plans at
       levels that may not be economically sufficient for our business.

     . If our management agreements with Sprint PCS are terminated or breached,
       we may be required to sell our PCS assets to Sprint PCS or Sprint PCS may
       be required to assign to us some of their licensed spectrum.

     . If Sprint PCS decides not to renew our management agreements at the
       expiration of the 20-year initial term or any 10-year renewal term, we
       would no longer be a part of the Sprint PCS network and would be limited
       in conducting our business.

     Provisions of our management agreements with Sprint PCS may diminish our
value and restrict the sale of our business.

     Under specific circumstances and without further stockholder approval,
Sprint PCS may purchase our operating assets for 72% or 80%, depending on the
circumstances, of our "entire business value," which is more fully described in
"Sprint PCS Agreements--The Management Agreements--Non-renewal of management
agreements." Sprint PCS must approve any change of control of our ownership and
consent to any assignment of our management agreements to an unrelated third
party or to one of its competitors. In addition, before we can accept an offer
to sell the properties used in specified markets, we must first offer them to
Sprint PCS on the same terms. Also, if US Unwired wants to transfer its
ownership interest in us or our subsidiary to an unrelated third party, we must
first give Sprint PCS a right of first offer for the interest. These
restrictions and other restrictions in our management agreements with Sprint PCS
could adversely affect the value of our common stock, may limit our ability to
sell the business, may reduce the value a buyer would be willing to pay for our
business and may reduce our entire business value.

     Problems with Sprint PCS's internal support systems could lead to customer
dissatisfaction or increase our costs.

       We will rely on Sprint PCS's internal support systems, including customer
care, billing and back-office support, in some of our markets. As Sprint PCS has
expanded, its internal support systems have been subject to increased demand
and, in some cases, suffered problems in service. We cannot assure you that
Sprint PCS will be able to add system capacity

                                       10
<PAGE>

successfully or that its internal support systems will be adequate. Problems
with Sprint PCS's internal support systems could cause:

     - delays or problems in our own operations or service.

     - delays or difficulty in gaining access to customer and financial
       information.

     - a loss of Sprint PCS customers.

     - an increase in the costs of customer care, billing and back office
       services.

     The Federal Communications Act of 1934 could affect our agreements with
Sprint PCS and could require changes in them.

     The Communications Act prohibits any transfer of control of a radio station
license without prior approval of the FCC. Our agreements with Sprint PCS
provide for us to manage its licenses in our service area. If the FCC were to
conclude that our management constituted our control over Sprint PCS's licenses,
we would probably be required to modify our agreements to eliminate that
control. We cannot predict what modifications could be required or whether we
would be adversely affected by them.

     If Sprint PCS does not succeed, or if we do not maintain a good
relationship with Sprint PCS, our PCS business may not succeed.

     If Sprint PCS has a significant disruption to its system, fails to develop
its system, or suffers a weakening of its brand name, our operations and
profitability would likely be impaired.

     We will use our relationship with Sprint PCS to obtain, at favorable
prices, the equipment for the construction and operation of our network. Any
disruption in our relationship with Sprint PCS could make it much more difficult
to obtain this equipment.

     Our competitors may have more resources or other advantages that may make
it difficult for us to compete effectively.

     Competition in the wireless communications services industry is intense. If
we are unable to compete successfully, our business and operations will be
impaired. We may be at a disadvantage compared to our competitors who:

     - have substantially greater financial, technological, marketing and sales
       and distribution resources than we do.

     - entered the wireless communications services market before we did.

     - have more established networks, marketing programs and brand names.

     - offer coverage in areas not served by our PCS network or offer lower
       rates for placing and receiving calls outside of their own networks.

     We expect that some of the existing cellular providers will continue to
upgrade their systems to provide digital wireless communication services that
compete with Sprint PCS. Many of these cellular providers have more financial
resources and customers than we do. Providers of traditional landline telephone
services, energy companies, utility companies and cable operators may expand
their services to offer competitive wired or wireless communications services.
We compete also with companies that use other communications technologies and
paging and dispatch companies. People who are considering using PCS systems may
find their communications needs satisfied by these other current and developing
technologies.

Changes in technology could adversely affect us.

     PCS providers in the United States use one of three technological
standards. Even though the three standards share basic characteristics, they are
not compatible or interchangeable with each other. We and Sprint PCS use the
standard known as CDMA. If another standard becomes preferred in the industry,
we may be at a competitive disadvantage. If Sprint PCS changes its standard, we
will need to change ours as well, which will be costly and time consuming. If we
cannot change our standard, we may not be able to compete with other systems.

                                       11
<PAGE>

     The wireless telecommunications industry is experiencing significant
technological change. This is evident from:

     - an increase in the number of upgrades from analog systems to digital.

     - improvements in digital technology.

     - shorter development periods for new products and enhancements.

     - changes in customer needs and preferences.

     To be competitive, we must have access to new technology. Future technology
and advancements could be better than PCS service and even make our service
obsolete. The development of new or better technologies could impair our
business and operating results.

     Our agreement with Sprint PCS prohibits us from upgrading our cellular
network in Lake Charles, Louisiana from an analog network to a digital network
like the Sprint PCS network without Sprint PCS's approval. If cellular equipment
manufacturers stop making analog cellular equipment and we cannot buy used
analog cellular equipment on the open market, it could impair our ability to
service our existing cellular subscribers and attract new ones.

     If the Sprint PCS network does not complete its nationwide expansion, we
may not be able to provide our customers with the services they demand.

     Sprint PCS intends to cover a significant portion of the population of the
United States, Puerto Rico and the U.S. Virgin Islands with its PCS system, but
it has not yet completed the build out of its planned network. If one of our
customers travels in an area where a Sprint PCS system or another CDMA-based
system is not yet operational, the customer will need a telephone handset that
can make calls on both CDMA-systems and non-CDMA-systems. Generally, these
handsets are more costly. Moreover, the Sprint PCS network does not allow for
calls to be transferred without interruption between the Sprint PCS network and
another wireless network. This means that a customer must end a call in progress
and initiate a new call when entering an area not served by the Sprint PCS
network. The quality of the service provided by another network may not be equal
to that of the Sprint PCS network, and our customers may not be able to use some
of the advanced features of our network. This could  result in customer
dissatisfaction and loss of customers.

     Our service area is threatened by bad weather, including hurricanes, which
could cause interruptions in service.

     Much of our service area is on or near the Gulf of Mexico and could be
damaged by bad weather like hurricanes and excessive rain. Even though we
believe our insurance coverage is adequate, we may face service interruptions
for indefinite periods if a major hurricane strikes one or more of our Gulf
Coast service areas.

Risks Related to the Wireless Telecommunications Industry

     We are subject to broad and evolving government regulation that could cause
us to change our business plans or lose our licenses if we do not comply.

     - Our business must comply with the rules and regulations of the FCC, the
       FAA and state and local regulatory agencies.

     - New regulations may require us to modify our business plan or operations.
       This could increase our operating costs.

     - The loss of any of our FCC licenses, or any of Sprint PCS's FCC licenses
       for our service area, would impair our business and operating results.

     - The FCC may revoke any of our PCS licenses at any time for cause. Cause
       could be our failure to comply with terms of the licenses or the FCC
       rules that apply to us. We cannot ensure that our PCS licenses will be
       renewed when they expire.

     - The FCC regulates our relationship with Sprint PCS under our Sprint PCS
       agreements.

                                       12
<PAGE>

     - We may need to acquire additional licenses, which may require approval of
       regulatory authorities. These regulatory authorities may not grant
       approval in a timely manner, if at all.

     - All PCS licenses, including our own licenses and Sprint PCS's licenses,
       are subject to the FCC's build out regulations. These regulations require
       license holders to offer specified levels of service to the population in
       their service areas within set time periods. Even though we have
       developed a build out plan that meets these requirements, we may be
       unable to meet our build out schedule. If Sprint PCS or we do not meet
       these requirements, the FCC could take back the portions of our service
       area that are not being served, impose fines, or even revoke the related
       licenses. The FCC imposes limitations on the foreign ownership of license
       holders. If foreign ownership is too great, the FCC may revoke our PCS
       licenses or require an ownership restructuring. The FCC imposes
       additional requirements on holders of PCS licenses reserved for small
       businesses. These licenses are called C-block and F-block licenses. We
       hold F-block licenses and must meet special requirements to hold them. If
       we do not meet these requirements, the FCC could fine us, revoke our
       licenses or require us to restructure our ownership.

     Our future prospects are uncertain because the future prospects of the PCS
industry are uncertain.

     PCS systems have not operated in the United States for very long, and we
cannot assure you that the operation of these systems in our markets will become
profitable. In addition, we cannot estimate how much demand there will be for
PCS in our markets or how much competitive pricing pressure there will be. As a
result, the future prospects of the PCS industry, including our prospects,
remain uncertain. The future demand for wireless communications services in
general is uncertain.

     Our PCS business may suffer because more subscribers generally disconnect
their service in the PCS industry than in the cellular industry.

     The PCS industry has experienced a higher rate of subscribers who
disconnect their service than the cellular industry. This rate, or churn, of PCS
subscribers may be the result of limited network coverage, unreliable
performance of calls, costs, customer care or other competitive factors.

     We plan to keep our PCS subscriber churn down by expanding network
coverage, improving network reliability, marketing affordable plans and
enhancing customer care. We cannot assure you that these strategies will be
successful. A high rate of PCS subscriber churn could harm our competitive
position and the results of operations of our PCS services.

     Radio frequency emissions may pose health concerns that may cause people to
sue us or discourage them from using our services.

     Media reports have suggested that some radio frequency emissions from
wireless telephone handsets may be linked to various health concerns, including
cancer, and may interfere with some electronic medical devices, including
hearing aids and pacemakers. These concerns may discourage the use of these
handsets or expose us to potential litigation.

     The wireless industry is heavily dependent on fourth quarter results. Among
other things, the industry relies on significantly higher subscriber additions
and handset sales in the fourth quarter as compared to the other three fiscal
quarters. The price of our common stock may drop and our overall results of
operations could be significantly reduced if we have a worse than expected
fourth quarter for any reason, including the following:

     - our inability to match or beat pricing plans offered by competitors.

     - our failure to promote Sprint PCS's products, services and pricing plans
       adequately.

     - our inability to obtain an adequate supply or selection of handsets.

     - a downturn in the economy of some or all markets in our service area.

     - a poor holiday shopping season.

     Provisions in our charter document and in Louisiana law could prevent or
delay a change in the persons who control us.

                                       13
<PAGE>

     ITEM 2.  Properties

     We lease space for our switches in Lake Charles and Shreveport, Louisiana,
Jackson, Mississippi and Montgomery, Alabama. All of the property for our retail
outlets is leased. At December 31, 2000, we owned 139 and leased 583 PCS towers.

     ITEM 3.  Legal Proceedings

     We are from time to time involved in litigation that we believe ordinarily
accompanies the communications business. We do not believe that any of our
pending or threatened litigation will leave a material adverse effect on our
business or financial situation.

     ITEM 4.  Submission of Matters to a Vote of Security Holders

     Not Applicable

     PART II

     ITEM 5.  Market for Registrant's Common Equity and Related Stockholder
              Matters

       Not Applicable

     ITEM 6.  Selected Financial Data

     The following selected financial data are derived from the consolidated
financial statements of Louisiana Unwired, LLC and subsidiary.  The selected
financial data should be read in conjunction with the consolidated financial
statements included herein.


<TABLE>
<CAPTION>
                                                                                   Period from
                                                  Year ended December 31,       January 8,1998
                                                  -----------------------  (inception) through
                                                    2000           1999      December 31, 1998
                                                  --------       --------  -------------------
                                                             (In thousands)
<S>                                              <C>           <C>           <C>
  Statement of Operation Data:
    Revenues                                      $ 76,207      $ 18,108              $  1,509
    Cost of service and merchandise sold            58,585        19,415                 3,334
    Other operating expense                         86,325        28,243                 6,299
                                                  --------      --------              --------
    Operating loss                                $(68,703)     $(29,550)             $( 8,124)
                                                  ========      ========              ========
    Net loss                                      $(54,177)     $(36,600)             $ (9,474)
                                                  ========      ========              ========
<CAPTION>
                                                                                   Period from
                                                  Year ended December 31,       January 8,1998
                                                  -----------------------  (inception) through
                                                    2000           1999      December 31, 1998
                                                  --------       --------  -------------------
                                                      (In thousands except per share data)
<S>                                              <C>           <C>           <C>
  Balance Sheet Data:
     Cash and cash equivalents                    $  4,421     $  1,844              $ 1,350
     Marketable securities                          39,323          ---                 ----
     Property and equipment, net                   192,134       85,305               57,581
     Total assets                                  271,681      218,408               67,248
     Long-term debt                                  9,180        1,509               38,130
     Members' equity                               152,505      206,196               15,992
</TABLE>

                                       14
<PAGE>

ITEM 7.  Management's Discussion and Analysis of Financial And Results of
Operations

     The following discussion should be read in conjunction with the
consolidated financial statements and the related notes included elsewhere in
this Report.  The discussion contains forward-looking statements that involve
risks and uncertainties.  Our actual results could differ materially from the
results contemplated in these forward-looking statements.

     Overview

     We launched our PCS service in 26 new markets since December 31, 1999 and
at December 31, 2000 offered PCS service in 36 markets in Louisiana, Texas,
Florida, Arkansas, Mississippi and Alabama. Since December 31, 1999 we have
increased our network coverage by over 4.5 million residents.

     Effective January 1, 2000, US Unwired, our parent company, entered into an
agreement with Gulf Coast Wireless ("Gulf Coast Wireless"), formerly known as
Meretel Communications Limited Partnership, to receive an 80% ownership interest
in each of the Beaumont-Port Arthur and Lufkin-Nacogdoches BTAs in exchange for
a reduction in US Unwired's ownership interest in Gulf Coast Wireless from
24.33% to 13.28%.  US Unwired contributed these net assets to a partnership,
Texas Unwired, a Louisiana general partnership ("Texas Unwired"), of which we
are the managing partner. The contributed net assets were recorded at fair
value. On January 1, 2000, US Unwired contributed its 80% ownership interest in
Texas Unwired to the Company.   Our financial statements for 2000 include the
financial position and results of operations of Texas Unwired on a consolidated
basis.

     On December 29, 2000 we sold 127 of our towers to SBA Properties, Inc. for
$39.8 million.  Concurrent with the sale, we entered into 10-year operating
leases for antenna and ground space on the 127 towers.  We recognized a gain of
$11.6 million for the year ended December 31, 2000 and deferred a gain of $16.4
million that will be recognized over the 10-year term of the leases.

Results of Operations

2000 compared to 1999

        Revenues
<TABLE>
<CAPTION>
                                                              Years Ended December 31,
                                                             ---------------------------
                                                               2000               1999
                                                             -------            -------
<S>                                                          <C>                 <C>
        Subscriber revenues                                    $45,055            $10,311
        Roaming revenues                                        20,128              3,631
        Merchandise sales                                       10,461              4,032
        Other revenues                                             563                134
                                                               -------            -------
        Total revenues                                         $76,207            $18,108
                                                               =======            =======
</TABLE>


     Subscriber revenues were $45.1 million for 2000 as compared to $10.3
million for 1999, representing an increase of $34.8 million and was primarily
the result of an increase in PCS subscribers to 126,000 at December 31, 2000
from 33,700 at December 31, 1999.  We added 92,300 new PCS subscribers in 2000
as compared to 28,000 in 1999.

     Roaming revenues were $20.1 million for 2000 as compared to $3.6 million
for 1999, representing an increase of $16.5 million and was primarily the result
of a higher volume of Sprint PCS(R) customers traveling through our markets and
an expansion in our PCS network coverage.  We added 26 PCS markets to our
coverage area during 2000 and operated 36 PCS markets at December 31, 2000 as
compared to 10 PCS markets at December 31, 1999.

     Merchandise sales were $10.5 million for 2000 as compared to $4.0 million
for 1999, representing an increase of $6.5 million and were due primarily to an
increase in initial sales to new PCS subscribers.  We recorded initial sales to
108,000 new PCS subscribers during 2000 as compared to initial sales to 35,800
new PCS subscribers during 1999.

Operating Expenses

                                       15
<PAGE>

     Cost of service was $38.1 million for 2000 as compared to $10.3 million for
1999, representing an increase of $27.8 million, which primarily related to
increased PCS related circuit costs and PCS cell site leases associated with the
increase in coverage area and market expansion in Texas, Florida, Alabama,
Arkansas, Tennessee and Mississippi. We leased 583 PCS cell sites at December
31, 2000 as compared to 87 at December 31, 1999.

     Merchandise cost of sales was $20.5 million for 2000 as compared to $9.2
million for 1999, representing an increase of $11.3 million and was primarily
due to an increase in initial sales to new PCS subscribers.   We recorded
initial sales to 108,000 new PCS subscribers during 2000 as compared to initial
sales to 35,800 new PCS subscribers during 1999.

     General and administrative expenses were $18.7 million for 2000 as compared
to $6.5 million for 1999, representing an increase of $12.2 million, which
primarily related to the hiring of additional employees and increased billing
costs as the number of PCS subscribers increased to 126,000 at December 31, 2000
from 33,700 at December 31, 1999 and overall market expansion has increased to
36 PCS markets at December 31, 2000 from ten PCS markets at December 31, 1999.

     Selling and marketing expenses were $33.3 million for 2000 as compared to
$8.3 million for 1999, representing an increase of $25.0 million and primarily
related to advertising, direct selling headcount and commissions paid to local
and national third party retailers contracted to sell our product.  PCS
subscribers increased to 126,000 at December 31, 2000 from 33,700 at December
31, 1999; network coverage increased to 36 PCS markets at December 31, 2000 from
ten PCS markets at December 30, 1999; and 26 stores were selling our PCS
products at December 31, 2000 compared to 13 at December 31, 1999.

     Depreciation and amortization expense was $34.2 million for 2000 as
compared to $13.5 million for 1999, representing an increase of $20.7 million.
These increases were primarily due to increased capital spending to build out
our PCS markets.  Net property and equipment for our PCS markets increased to
$192.1 million at December 31, 2000 from $85.3 million at December 31, 1999.

Operating Loss

     The operating loss was $68.7 million for 2000 as compared to $29.6 million
for 1999, representing an increase of $39.1 million and was primarily due to the
increased operational costs associated with the building out of our PCS markets.

Other Income/(Expense)

<TABLE>
<CAPTION>
                                                Years Ended December 31,
                                                  2000             1999
                                                -------          -------
                                                     (In thousands)
<S>                                           <C>             <C>
Interest expense                                $(1,800)         $(4,297)
Interest income                                   3,492              348
Other income                                        ---              587
Gain on tower sales                              11,584              ---
                                                =======          =======
Total other income/(expense)                    $13,276          $(3,362)
                                                =======          =======
</TABLE>


     Interest expense was $1.8 million for 2000 as compared to $4.3 million for
1999, representing a decrease of $2.5 million. This decrease was the result of
the early extinguishment of long-term debt in the fourth quarter of 1999.

     Interest income was $3.5 million for 2000 as compared to $348,000 for 1999,
representing an increase of $3.2 million and the was the result of investing
available funds in marketable securities until the funds were required to fund
our market build out.

     Gain on tower sales was $11.6 million for 2000 as compared to $0 for 1999.
In 2000, we sold 127 towers and recognized a gain of $11.6 million.

Minority Interest in Subsidiary

     Minority interest in losses of affiliate was $1.5 million for 2000 and $0
million for 1999 and is attributable to the consolidation of Texas Unwired
representing the portion of losses from our subsidiary allocable to the minority
partners.

                                       16
<PAGE>

1999 compared to 1998

     We started our company on January 8, 1998. In April 1998, our members
contributed four PCS in four markets to us from an affiliated company with
common ownership.  We began operations in one of these markets in April 1998 and
the remaining three in September 1998.  Additionally, during 1998, we entered
into an agreement with Sprint PCS to manage Sprint PCS' network in PCS markets
for which we do not have a license.  We added our first subscriber September
1998.

Revenues
<TABLE>
<CAPTION>

                                                           Years Ended December 31,
                                                     ------------------------------------
                                                           1999                1998
                                                     -----------------   ----------------
        <S>                                          <C>                 <C>
        Subscriber revenues                                    $10,311             $  444
        Roaming revenues                                         3,631                343
        Merchandise sales                                        4,032                722
        Other revenues                                             134                ---
                                                               -------             ------
        Total revenues                                         $18,108             $1,509
                                                               =======             ======
</TABLE>

     Subscriber revenues were $10.3 million for 1999 as compared to $444,000 for
1998, representing an increase of  $10.1 million and was primarily the result of
an increase in PCS subscribers to 33,700 at December 31, 1999 from 5,700 at
December 31, 1998.  We added 28,000 new PCS subscribers in 1999 as compared to
5,700 in 1998.

     Roaming revenues were $3.6 million for 1999 as compared to $343,000 million
for 1998, representing an increase of $3.3 million and was primarily the result
of a higher volume of Sprint PCS(R) customers traveling through our markets and
an expansion in our PCS network coverage.  We added six PCS markets to our
coverage area during 1999 and operated 10 PCS markets at December 31, 1999 as
compared to four PCS markets at December 31, 1998.

     Merchandise sales were $4.0 million for 1999 as compared to $722,000 for
1998, representing an increase of $3.3 million and were due primarily to an
increase in initial sales to new PCS subscribers.  We recorded initial sales to
35,800 new PCS subscribers during 1999 as compared to initial sales to 5,900 new
PCS subscribers during 1998.

Operating Expenses

     Cost of service was $10.3 million for 1999 as compared to $1.9 million for
1998, representing an increase of $8.4 million, which primarily related to
increased PCS related circuit costs and PCS cell site leases associated with the
increase in coverage area and market expansion to10 PCS markets at December 31,
1999 as compared to four  PCS markets at December 31, 1998.

     Merchandise cost of sales was $9.2 million for 1999 as compared to $1.4
million for 1998, representing an increase of $7.8 million and was primarily due
to an increase in initial sales to new PCS subscribers.   We recorded initial
sales to 35,800 new PCS subscribers during 1999 as compared to initial sales to
5,900 new PCS subscribers during 1998.

     General and administrative expenses were $6.5 million for 1999 as compared
to $1.3 for 1998, representing an increase of $5.2 million, which primarily
related to the hiring of employees and increased billing costs as the number of
PCS subscribers increased to 33,700 at December 31, 1999 from 5,700 at December
31, 1998 and overall market expansion has increased to 10 PCS markets at
December 31, 1999 from four PCS markets at December 31, 1998.

     Selling and marketing expenses were $6.5 million for 1999 as compared to
$1.8 million for 1998, representing an increase of $4.7 million and primarily
related to advertising, direct selling headcount and commissions paid to local
retailers contracted to sell our product.  PCS subscribers increased to 33,700
at December 31, 1999 from 5,700 at December 31, 1998.

     Depreciation and amortization expense was $13.5 million for 1999 as
compared to $3.3 million for 1998, representing an increase of $10.2 million.
These increases were primarily due to increased capital spending to build out
our PCS markets.  Net property and equipment for our PCS markets increased to
$85.3 million at December 31, 1999 from $57.6 million at December 31, 1998, with
the majority of our  1998 capital expenditures occurring in the second half of
the year.

                                       17
<PAGE>

Operating Loss

     The operating loss was $29.6 million for 1999 as compared to $8.1 million
for 1998, representing an increase of $21.5 million and was primarily due to the
increased operational costs associated with the building out of our PCS markets,
and costs associated with sales, general and administrative costs.

Other Income/(Expense)

<TABLE>
<CAPTION>
                                                      Years Ended December 31,
                                                       1999             1998
                                                   -------------   --------------
                                                          (In thousands)
        <S>                                        <C>             <C>
        Interest expense                                $(4,297)         $(1,580)
        Interest income                                     348              230
        Other income                                        587              ---
                                                        -------          -------
           Total other income/(expense)                 $(3,362)         $(1,350)
                                                        =======          =======
</TABLE>

     Interest expense was $4.3 million for 1999 as compared to $1.6 million for
1998, representing an increase of $2.7 million.  This was due to our long-term
debt during 1999 that was retired by the end of the year.

     Interest income was $348,000 for 1999 as compared to $230,000 for 1998,
representing an increase of $118,000 and the was the result of investing
available funds in marketable securities until the funds were required to fund
our market build out.

Early Extinguishment of  Debt

     We recorded an extraordinary loss in 1999 of $3.7 million that was the
result of a charge for the early extinguishment of debt.


Liquidity and Capital Resources

     On October 1, 1999, US Unwired entered into a credit facility with Co Bank,
ACB, The Bank of New York, BNY Capital Markets, Inc., First Union Securities,
Inc., First Union National Bank and other lenders for $130 million. At December
31, 2000, US Unwired had borrowed $50 million against the facility and had $80
million available at December 31, 2000. This facility is secured by, among other
things, a first priority security interest in all tangible and intangible assets
of our Company, including its PCS licenses to the extent legally permitted; a
pledge by the Company of its ownership interest in Texas Unwired; and an
assignment by the Company of its Sprint PCS agreements and any network contract,
including software rights.

     On October 29, 1999, US Unwired issued approximately $400 million in
aggregate principal amount of 13 3/8% senior subordinated discount notes and
received gross proceeds of approximately $209 million. These notes are unsecured
obligations of US Unwired. They bear interest at a rate of 13 3/8% per year,
payable twice per year on May 1 and November 1, beginning May 1, 2005. LA
Unwired fully and unconditionally and jointly and severally guarantees US
Unwired's obligations under these notes.

     During 2000, the Company borrowed $65.0 million from US Unwired through the
execution of a series of demand notes.  The Notes accrue interest at a variable
rate of the Federal discount rate plus 3.5%.

     We expect to spend approximately $75 million in 2001 completing our market
build out in the five unopened markets, upgrading existing tower sites,
increasing our coverage area by erecting additional towers in selected locations
of already opened markets and upgrading some of our network switches.  We
believe that the proceeds from our financings and internally generated cash flow
and other financing available from US Unwired will be enough to build out our
network as planned, cover anticipated operating losses and meet our debt service
requirements.

     Cash used in operating activities was $10.4 million for 2000.  Cash used in
investing activities was $37.9 million for 2000 and includes $117.3 million
generated by the sale of marketable securities and  $39.8 million by the sale of
the towers offset by  $150.4 million used to purchase property and equipment,
$42.4 million used to purchase marketable securities and $3.2 million paid for
microwave relocation. Cash provided by financing activities was $37.9 million
for 2000 and consists

                                       18
<PAGE>

primarily of $65.0 million in proceeds from notes payable to US Unwired offset
by $14.2 million used in the payment of long-term debt.


Seasonality

     Like the wireless communications industry in general, our subscribers
increase in the fourth quarter due to the holiday season. A greater number of
phones sold at holiday promotional prices causes our losses on merchandise sales
to increase. Our sales and marketing expenses increase also with holiday
promotional activities. We generally have the most use and revenue per
subscriber in the summer because of an increase in revenues from fees charged to
non-LA Unwired, Sprint PCS customers who use our network while traveling in our
service area. We believe that the increased traffic in our service area comes
from people traveling during summer vacation. We expect these trends to continue
based on historical operating results.

Quantitative and Qualitative Disclosure about Market Risk

     We are not exposed to fluctuations in currency exchange rates, as all our
services are invoiced in U.S. dollars. As of  December 31, 2000, our short-term
investments consisted of funds invested in money market accounts.  We believe
that the impact of a 1% increase or decline in current average investment rates
would not have a material impact on our investment income.

Inflation

     We believe that inflation has not impaired, and will not impair, our
results of operations.

ITEM 7A.  Quantitative and Qualitative Disclosure About Market Risk

     The following discussions about our market risk include "forward looking"
statements that involve risk and uncertainties.  Actual results could differ
from those contemplated in the forward-looking statements.

     We are exposed to market risks, primarily interest rate risk.  The adverse
effects of potential changes in these market risks are discussed below.  The
sensitivity analyses presented do not consider the effects that such adverse
changes may have on overall economic activity nor do they consider additional
actions management may take to mitigate our exposure to such changes.  See the
Notes to the consolidated Financial Statements for a description of our
accounting policies and other information related to these financial
instruments.  We do not engage in speculative transactions and do not use
derivative instruments or engage in hedging activities.

     We place our short-term investments (principally cash equivalents and
marketable debt securities), which generally have a term of 30-60 days, with
high quality financial institutions, limit the amount of credit exposure to any
one institution and have investment guidelines relative to diversification and
maturities designed to maintain safety and liquidity.

     At December 31, 2000, we had short-term investments totaling approximately
$39.3 million.  A 1% decrease would have resulted in a decrease in interest
rates related to these short-term investments in interest income of
approximately $400,000 in 2000.


ITEM 8.  Financial Statements

     Our financial statements are listed under Item 14(a) of this annual report
and are filed as part of this report on the pages indicated.

ITEM 9.  Changes In And Disagreement With Accountants on Accounting And
Financial Disclosure

None.

PART III

Item 10. Directors And Executive Officers Of The Registrant

                                       19
<PAGE>

      The following table sets forth certain information regarding the Company's
managers (equivalent to officers):

     The following table presents information with respect to our executive
officers:
<TABLE>
<CAPTION>

Name                   Age                 Position
--------------------   ---   -------------------------------------
<S>                    <C>   <C>

Robert W. Piper         42   Manager and President
Thomas G. Henning       41   Manager and Secretary/General Counsel
</TABLE>

     Robert W. Piper has been our Manager and President since our inception in
January 1998. He also serves as President and Chief Executive Officer of US
Unwired, which is our parent company. He has been President of US Unwired since
1995. He has been a member of US Unwired's board of directors since 1997.

     Thomas G. Henning has been our Manager and Secretary/General Counsel since
our inception.  He has been General Counsel in US Unwired, our parent company,
and Cameron Telephone Company since 1994. He has been an officer and director of
US Unwired since 1988.

     Our managers and officers serve at the pleasure of the members.

Item 11. Executive Compensation

     Our executives and board members receive no compensation from us.  US
Unwired compensates them.

Item 12. Security Ownership Of Certain Beneficial Owners And Management

        Louisiana Unwired, LLC is a 93.86% owned subsidiary of US Unwired Inc.
The remaining 6.14% is owned by an affiliate of US Unwired, Cameron
Communications Corporation.


Item 13. Certain Relationships And Related Transactions

      William L. Henning and John A. Henning, directors of the Company, and
William L. Henning, Jr., and Thomas G. Henning, officers and directors of the
Company, are officers and directors of Cameron Communications Corporation
("Cameron"), a corporation engaged primarily in the wire line communications
business, and William L. Henning is Cameron's principal shareholder.  Cameron is
also a principal shareholder of Xspedius Holdings, Inc. ("Xspedius"), a
corporation engaged primarily in the competitive local exchange business.
William L. Henning, Jr., Chairman of our Board, is the Chief Executive Officer
of Xspedius.  US Unwired, Cameron, Xspedius and their subsidiaries have
agreements with one another and with other companies under common control, as
described below.

     In 2000, we paid US Unwired $14.3 million dollars in management fees for
administrative and customer care services.

     We contract with Unibill for all subscriber billing and accounts receivable
data processing. Unibill charges us $2.50 per bill processed.  Billing expenses
totaled $2.2 million in 2000.

     We paid Xspedius $598,000 for circuit usage in 2000.

     We paid Unwired Telecom $378,000 to co-locate on their towers in 2000.

     We paid Cameron $2.9 million for long distance.

PART IV

PART IV

                                       20
<PAGE>

Item 14.  Exhibits, Financial Statement, Schedules, And Reports on Form 8-K

a.    Financial Statements

Listed in the Index to Financial Statements provide in response to item 8 hereof
(see page F-1 for Index)

b.  Financial Statement schedule

Listed in the Index to Financial Statements provide in response to item 8 hereof
(see page F-1 for Index).

All other schedules for which provision is made in the applicable accounting
regulation of the Securities and Exchange Commission are not required under the
related instructions or are inapplicable and therefore have been omitted.

c.  Reports on Form 8-K

    None

d.  Exhibits

Exhibit                                                             Numbered
Number                   Description of Exhibit                      Pages
-------                  ----------------------                   ------------
3.1**    Articles of Organization of Louisiana Unwired, LLC
         dated as of January 2, 1998.
3.2**    Operating Agreement of Louisiana Unwired, LLC dated as
         of February 23, 1998.
4.1*     Indenture dated as of October 29, 1999 among US
         Unwired Inc., the Guarantors, as defined therein,
         including Louisiana Unwired, LLC, and State Street
         Bank and Trust Company.
4.2*     Pledge and Security Agreement dated as of October
         29, 1999 by and between Louisiana Unwired, LLC and
         State Street Bank and Trust Company.
4.3*     Intercreditor Agreement dated as of October 29, 1999
         between CoBank, ACB and State Street Bank and
         Trust Company.
10.1     Amended and Restated US Unwired Inc. 1999 Equity
         Incentive Plan.
10.2***  Sprint PCS Management Agreement dated February 8, 1999
         among Wirelessco, L.P., Sprint Spectrum L.P.,
         SprintCom, Inc. and Louisiana Unwired, LLC,
         including Sprint Trademark and Service Mark License
         Agreement and Sprint Spectrum Trademark and Service
         Mark License Agreement.
10.3+++  Addendum III to Sprint PCS Management Agreement dated
         February 8, 1999 among Wirelessco, L.P.,Sprint
         Spectrum L.P., SprintCom, Inc. and Louisiana
         Unwired
10.4***  Sprint PCS Management Agreement dated June 8, 1998
         among Wirelessco, L.P., Sprint Spectrum L.P.,
         SprintCom, Inc. and Louisiana Unwired, LLC,
         including Sprint Trademark and Service Mark License
         Agreement and Sprint Spectrum Trademark and Service
         Mark License Agreement.
10.5+++  Addendum V to Sprint PCS Management Agreement dated
         June 8, 1998 among Wirelessco, L.P.,Sprint Spectrum
         L.P., SprintCom, Inc. and Louisiana Unwired
10.6***  Sprint PCS Management Agreement dated as of January 7,
         2000 among Wirelessco, L.P. Sprint Spectrum L.P.,
         SprintCom, Inc. and Texas Unwired, including Sprint
         Trademark and Service Mark License Agreement and
         Sprint Spectrum Trademark and Service Mark License
         Agreement.
10.7+++  Addendum II to Sprint PCS Management Agreement dated
         January 7, 2000 among Wirelessco, L.P.,Sprint
         Spectrum L.P., SprintCom, Inc. and Texas Unwired
10.8**   Management and Construction Agreement dated as of
         January 1, 1999 by and between US Unwired Inc. and
         Louisiana Unwired, LLC. 10.12** Authorized Dealer
         Agreement dated as of May 13, 1998 by and between
         US Unwired Inc. and Louisiana Unwired, LLC.
10.9**   Agreement dated as of May 13, 1998 by and between
         US Unwired Inc. and Louisiana Unwired, LLC for
         Louisiana Unwired, LLC to do business as US Unwired
10.10**  Billing Agreement dated as of May 13, 1998 by and
         between Unibill, Inc. and Louisiana Unwired, LLC.
10.11**  Long Distance Agreement dated as of June 10, 1998
         by and between Cameron Communications Corporation
         and US Unwired Inc. including Louisiana Unwired,
         LLC
10.12*** Consent and Agreement dated as of June 23, 1999
         between Sprint Spectrum L.P., SprintCom, Inc.,
         Sprint Communications Company, L.P., Wirelessco,
         L.P. and CoBank, ACB.



                                       21
<PAGE>


10.13*** Consent and Agreement dated as of October 26, 1999
         between Sprint Spectrum L.P., SprintCom, Inc.,
         Sprint Communications Company, L.P., Wirelessco,
         L.P. and CoBank, ACB.
10.14*** Telecom Contribution Agreement dated as of January 1,
         2000 between US Unwired Inc. and Louisiana Unwired,
         LLC.
10.15*** Loan Agreement dated as of January 1, 2000 by and
         between Texas Unwired and Louisiana Unwired, LLC.
         10.27****Letter Agreement dated November 19, 1999
         between US Unwired Inc. and Meretel Communications,
         L.P.
10.16*** Telecom Contribution Agreement dated as of January 1,
         2000 between US Unwired Inc. and Louisiana Unwired,
         LLC.
10.17++  Asset Purchase Agreement by and between Louisiana
         Unwired L.L.C. and SBA Properties, Inc., dated as
         of December 18, 2000
21.1     Subsidiaries of Louisiana Unwired LLC
 ---------------------
*     Incorporated by reference to the registration statement on Form S-4,
      Registration Nos. 333-92271, 333-92271-01 and 333-92271-02, filed by US
      Unwired, Inc., Louisiana Unwired, LLC and Unwired Telecom Corp. on
      December 7, 1999.
**    Incorporated by reference to Amendment No. 2 to the registration statement
      on Form S-4, Registration Nos. 333-92271, 333-92271-01 and 333-92271-02,
      filed by US Unwired Inc., Louisiana Unwired, LLC and Unwired Telecom Corp.
      on February 23, 2000.
***   Incorporated by reference to Amendment No. 3 to the registration statement
      on Form S-4, Registration Nos. 333-92271, 333-92271-01 and 333-92271-02,
      filed by US Unwired Inc., Louisiana Unwired, LLC and Unwired Telecom Corp.
      on March 1, 2000.
****  Incorporated by reference to Amendment No. 4 to the registration statement
      on Form S-4, Registration Nos. 333-92271, 333-92271-01 and 333-92271-02,
      filed by US Unwired Inc., Louisiana Unwired, LLC and Unwired Telecom Corp.
      on March 14, 2000.
+     Incorporated by reference to Amendment No. 1 to the registration statement
      on Form S-1, Registration No. 333-33964 filed by US Unwired Inc. on
      May 11, 2000
++    Incorporated by reference to Form 8-K of Louisiana Unwired LLC filed on
      December 29,2000
+++   Confidential treatment requested pursuant to Rule 406 under the Securities
      Act


                                       22
<PAGE>

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized, on
March 23, 2001.



                              LOUISIANA UNWIRED, LLC

                              By: /s/ Thomas G. Henning

                              _____________________________
                                   Thomas G. Henning
                                Duly Authorized Officer



                                       23
<PAGE>

                         REPORT OF INDEPENDENT AUDITORS

The Members
Louisiana Unwired, LLC

     We have audited the accompanying consolidated balance sheets of Louisiana
Unwired, LLC as of December 31, 2000 and 1999, and the related consolidated
statements of operations, members' equity, and cash flows for the years ended
December 31, 2000 and 1999 and for the period from January 8, 1998 (inception)
through December 31, 1998. Our audits also included the financial statement
schedule listed in the Index at Item 14(a). These financial statements and
schedule are the responsibility of the Company's management. Our responsibility
is to express an opinion on these financial statements and schedule based on
our audits.

     We conducted our audits in accordance with auditing standards generally
accepted in the United States. Those standards 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. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

     In our opinion, the financial statements referred to above present fairly,
in all material respects, the consolidated financial position of Louisiana
Unwired, LLC at December 31, 2000 and 1999, and the consolidated results of its
operations and its cash flows for the years ended December 31, 2000 and 1999
and for the period from January 8, 1998 (inception) through December 31, 1998,
in conformity with accounting principles generally accepted in the United
States. Also, in our opinion, the related financial statement schedule, when
considered in relation to the basic financial statements taken as a whole,
presents fairly in all material respects the information set forth therein.

                                          /s/ Ernst & Young LLP

Houston, Texas
February 3, 2001, except for Note 9 as to which the
date is February 28, 2001

                                      F-2
<PAGE>

                             LOUISIANA UNWIRED, LLC

                                 BALANCE SHEETS

                                 (In thousands)

<TABLE>
<CAPTION>
                                                              December 31,
                                                           -------------------
                                                             2000       1999
                                                           ---------  --------
<S>                                                        <C>        <C>
                          ASSETS
Current assets:
  Cash and cash equivalents...............................  $  4,421  $  1,844
  Marketable securities...................................    39,323        --
  Accounts receivable, net of allowance for doubtful
     accounts of $224 in 2000 and $48 in 1999.............     3,993     1,256
  Other receivables.......................................     5,105       810
  Inventories.............................................     3,158     2,189
  Prepaid expenses........................................     2,836       854
  Due from affiliates.....................................       643       788
                                                           ---------  --------
    Total current assets..................................    59,479     7,741
Marketable securities.....................................        --   114,854
Property and equipment, net...............................   192,134    85,305
Licenses, net of accumulated amortization of $1,715 in
   2000 and $1,326 in 1999................................    11,208    10,462
Other assets..............................................     8,860        46
                                                           ---------  --------
    Total assets.......................................... $ 271,681  $218,408
                                                           =========  ========
             LIABILITIES AND MEMBERS' EQUITY
Current liabilities:
  Accounts payable........................................ $  15,571  $  9,012
  Due to affiliates.......................................     4,728       123
  Accrued expenses........................................     8,166     1,568
  Notes payable to member.................................    65,000        --
  Current maturities of long-term debt....................       524       140
                                                           ---------  --------
    Total current liabilities.............................    93,989    10,843
Long-term debt............................................     8,656     1,369
Deferred gain.............................................    16,531        --
Commitments and contingencies
Members' equity:
  Members' capital........................................   252,756   251,561
  Accumulated other comprehensive income..................        --       709
  Accumulated deficit.....................................  (100,251)  (46,074)
                                                           ---------  --------
    Total members' equity.................................   152,505   206,196
                                                           ---------  --------
    Total liabilities and members' equity................. $ 271,681  $218,408
                                                           =========  ========
</TABLE>

                            See accompanying notes.

                                      F-3
<PAGE>

                             LOUISIANA UNWIRED, LLC

                            STATEMENTS OF OPERATIONS

                                 (In thousands)

<TABLE>
<CAPTION>
                                                                   Period from
                                                                    January 8,
                                                                       1998
                                                  Year ended       (inception)
                                                 December 31,        through
                                               ------------------  December 31,
                                                 2000      1999        1998
                                               --------  --------  ------------
<S>                                            <C>       <C>       <C>
Revenues:
  Subscriber revenue.........................  $ 45,055  $ 10,311    $   444
  Roaming revenues...........................    20,128     3,631        343
  Merchandise sales revenue..................    10,461     4,032        722
  Other revenue..............................       563       134         --
                                               --------  --------    -------
    Total revenues...........................    76,207    18,108      1,509
Operating expenses:
  Cost of service............................    38,054    10,252      1,912
  Merchandise cost of sales..................    20,531     9,163      1,422
  General and administrative.................    18,739     6,480      1,275
  Sales and marketing........................    33,337     8,265      1,770
  Depreciation and amortization..............    34,249    13,498      3,254
                                               --------  --------    -------
    Total operating expenses.................   144,910    47,658      9,633
                                               --------  --------    -------
Operating loss...............................   (68,703)  (29,550)    (8,124)
Other income (expense):
  Interest expense...........................    (1,800)   (4,297)    (1,580)
  Interest income............................     3,492       348        230
  Other income...............................        --       587         --
  Gain on tower sales........................    11,584        --         --
                                               --------  --------    -------
    Total other expense......................    13,276    (3,362)    (1,350)
                                               --------  --------    -------
(Loss) before extraordinary item and minority
   interest..................................   (55,427)  (32,912)    (9,474)
Minority interest in losses of subsidiary....     1,488        --         --
                                               --------  --------    -------
(Loss) before extraordinary item.............   (53,939)  (32,912)    (9,474)
Extraordinary item--early extinguishments of
   debt......................................      (238)   (3,688)        --
                                               --------  --------    -------
Net loss.....................................  $(54,177) $(36,600)   $(9,474)
                                               ========  ========    =======
</TABLE>


                            See accompanying notes.

                                      F-4
<PAGE>

                             LOUISIANA UNWIRED, LLC

                         STATEMENTS OF MEMBERS' EQUITY

<TABLE>
<CAPTION>
                                                                                             Accumulated
                                                    US     Unwired      Cameron                  Other
                                                 Unwired   Telecom   Communications Command  Comprehensive
                                                   Inc.     Corp.     Corporation   Connect     Income      Total
                                                 --------  --------  -------------- -------  ------------- --------
<S>                                              <C>       <C>       <C>            <C>      <C>           <C>
Capital contributions........................    $     --  $ 12,733     $ 12,733    $    --      $  --     $ 25,466
Net loss.....................................          --    (4,737)      (4,737)        --         --       (9,474)
                                                 --------  --------     --------    -------      -----     --------
Balance at December 31, 1998.................          --     7,996        7,996         --         --       15,992
Capital contributions........................     194,683    27,600        2,500      1,312         --      226,095
Unrealized gain on marketable securities.....                                                      709          709
Net loss.....................................      (5,459)  (20,792)     (10,334)       (15)        --      (36,600)
                                                                                                           --------
Comprehensive loss...........................                                                               (35,891)
                                                 --------  --------     --------    -------      -----     --------
Balance at December 31, 1999.................     189,224    14,804          162      1,297        709      206,196
Capital contributions........................       2,191        --           --         --                   2,191
Transfer of ownership interest...............      15,419   (14,804)         615     (1,230)        --           --
Distribution to members......................          --        --         (996)        --         --         (996)
Unrealized gain on marketable securities.....                                                     (709)        (709)
Net loss.....................................     (50,796)       --       (3,314)       (67)                (54,177)
                                                                                                           --------
Comprehensive loss...........................                                                               (54,886)
                                                 --------  --------     --------    -------      -----     --------
Balance at December 31, 2000.................    $156,038  $     --     $ (3,533)   $    --      $  --     $152,505
                                                 ========  ========     ========    =======      =====     ========
</TABLE>



                            See accompanying notes.

                                      F-5
<PAGE>

                             LOUISIANA UNWIRED, LLC

                            STATEMENTS OF CASH FLOWS

                                 (In thousands)

<TABLE>
<CAPTION>
                                                                   Period from
                                                                    January 8,
                                                                       1998
                                                 Year ended        (inception)
                                                December 31,         through
                                             --------------------  December 31,
                                               2000       1999         1998
                                             ---------  ---------  ------------
<S>                                          <C>        <C>        <C>
Cash flows from operating activities
Net loss...................................  $ (54,177) $ (36,600)   $ (9,474)
Adjustments to reconcile net loss to net
 cash used in operating activities:
  Extraordinary item.......................        238      3,688          --
  Depreciation and amortization............     34,249     13,498       3,254
  Gain on sale of assets...................    (11,584)        --          --
  Minority interests.......................     (1,488)        --          --
  Changes in operating assets and
     liabilities, net of contributions:
    Accounts receivable....................     (2,438)      (894)       (362)
    Other receivables......................     (4,288)      (810)         --
    Inventories............................       (358)    (1,839)       (350)
    Prepaid expenses.......................     (1,880)      (610)       (242)
    Due from affiliates....................     (1,007)      (133)     (2,225)
    Other assets...........................       (213)        67        (112)
    Accounts payable.......................      6,897      1,231        (514)
    Due to/from members....................      2,917        340        (281)
    Accrued expenses.......................      6,222        840         440
    Deferred gain..........................     16,531         --          --
                                             ---------  ---------    --------
Net cash used in operating activities......    (10,379)   (21,222)     (9,866)
Cash flows from investing activities
Payments for the purchase of equipment.....   (150,362)   (45,765)    (44,749)
Proceeds from sales of marketable
   securities..............................    117,270         --          --
Purchase of marketable securities..........    (42,448)  (114,145)         --
Proceeds from sales of assets..............     39,818         --          --
Contribution from minority shareholders....        940         --          --
Payments for microwave relocation costs....     (3,153)    (1,063)       (755)
                                             ---------  ---------    --------
Net cash used in investing activities......    (37,935)  (160,973)    (45,504)
Cash flows from financing activities
Capital contributions from members.........         66    224,783      23,303
Proceeds from long-term debt...............     65,000     30,959      38,131
Principal payments of long-term debt.......    (14,175)   (69,808)     (4,302)
Payments for financing costs...............                (3,245)       (412)
                                             ---------  ---------    --------
Net cash provided by financing activities..     50,891    182,689      56,720
                                             ---------  ---------    --------
Net increase in cash and cash equivalents..      2,577        494       1,350
Cash and cash equivalents at beginning of
   year....................................      1,844      1,350          --
                                             ---------  ---------    --------
Cash and cash equivalents at end of year...  $   4,421  $   1,844    $  1,350
                                             =========  =========    ========
Supplemental cash flow disclosures:
  Cash paid for interest...................  $   1,623  $   2,694    $  1,617
                                             =========  =========    ========
Noncash transactions:
  Purchases of equipment in accounts
     payable...............................  $   7,029  $   7,215    $ 12,348
                                             =========  =========    ========
  Contributions of net assets by members...  $   2,191  $   1,312    $  2,163
                                             =========  =========    ========
</TABLE>

                            See accompanying notes.

                                      F-6
<PAGE>

                             LOUISIANA UNWIRED, LLC

                         NOTES TO FINANCIAL STATEMENTS

                               December 31, 2000

1. Description of Business and Summary of Significant Accounting Policies

 Description of Organization

     Louisiana Unwired, LLC (the "Company"), is principally engaged in
providing access to and usage of its personal communications service ("PCS")
networks in the Gulf States region of the United States. PCS is a new
generation of wireless communications, offering customers advanced, secure,
two-way digital wireless services and applications. As of December 31, 2000,
the Company has been primarily engaged in building out its PCS network and in
providing PCS service in Louisiana, Texas, Florida, Mississippi, Arkansas
and Alabama.

     In April 1998, the Company's members contributed PCS licenses in four
Louisiana markets to the Company from an affiliated company with common
ownership. Additionally, certain related assets and liabilities, including debt
used to finance the purchase of these four licenses, were also contributed.
These contributed assets and liabilities were recorded at their historical
costs. The Company commenced operations in one of these markets in April 1998
and in three of these markets in September 1998. In December 1999, Command
Connect, LLC ("Command Connect"), an affiliate of US Unwired Inc. ("US Unwired")
and Cameron Communications Corporation ("Cameron"), contributed an additional
18 licenses.

     Additionally, during 1998, the Company entered into an agreement with
Sprint PCS in which the Company has agreed to manage Sprint PCS's network in
BTAs for which the Company does not have a PCS license. In consideration for
managing Sprint PCS's network, Sprint PCS has agreed to pay 92% of collected
revenues, as defined, to the Company. The agreement requires that the Company
build out the PCS network in accordance with FCC requirements and deadlines.
The Company and Sprint PCS will share equally the costs for any necessary
future relocation of microwave sources that interfere with Sprint PCS's
spectrum.

     Effective January 1, 2000, US Unwired entered into an agreement with Gulf
Coast Wireless ("Gulf Coast Wireless"), formerly known as Meretel
Communications Limited Partnership, to receive an 80% ownership interest in
each of the Beaumont-Port Arthur and Lufkin-Nacogdoches BTAs in exchange for a
reduction in US Unwired's ownership interest in Gulf Coast Wireless from 24.33%
to 13.28%. US Unwired contributed these net assets to a partnership, Texas
Unwired, a Louisiana general partnership ("Texas Unwired"), of which the
Company is the managing partner. The contributed net assets were recorded at
fair value. On January 1, 2000, US Unwired contributed its 80% ownership
interest in Texas Unwired to the Company. The Company's financial statements
for the year ended December 31, 2000 include the financial position and results
of operations of Texas Unwired on a consolidated basis.

     The Company is economically dependent on the continued funding of its
operations by its majority owner. Such owner has committed to provide such
funding. At December 31, 2000, the Company is 93.86% owned by US Unwired
and 6.14% by Cameron.

                                      F-7
<PAGE>

                             LOUISIANA UNWIRED, LLC

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

                               December 31, 2000


 Cash and Cash Equivalents

     The Company considers all highly liquid investments with a maturity of
three months or less when purchased to be cash equivalents.

 Consolidation Policy

     The consolidated financial statements include the accounts of Louisiana
Unwired, LLC and its majority-owned subsidiary. All significant intercompany
balances and transactions are eliminated in consolidation. Losses of
subsidiary attributable to minority stockholders in excess of the minority
interest in the equity capital of the subsidiary are not eliminated in
consolidation.

 Marketable Securities

     The Company accounts for marketable securities in accordance with SFAS No.
115, Accounting for Certain Investments in Debt and Equity Securities. The
Company determines the appropriate classification of all marketable securities
as held-to-maturity, available-for-sale, or trading at the time of purchase and
re-evaluates such classification as of each balance sheet date. At December 31,
2000, all of the Company's investments in marketable securities are classified
as available-for-sale, and as a result, are reported at fair value. Unrealized
gains and losses, if any, are reported as a component of accumulated other
comprehensive income in stockholders' equity. The cost of investments sold is
based on the average cost method, and realized gains and losses are included in
other income (expense).

 Inventory

     Inventory consists of PCS telephones and related accessories and is
carried at cost. Cost is determined by the average cost method, which
approximates the first-in, first-out method.

 Property and Equipment

     Property and equipment is stated at cost and depreciation is provided on a
straight-line basis over the estimated useful lives of the assets as follows:

                                                                           Year
                                                                          ------
    Facilities and equipment.............................................   5
    Leasehold improvements............................................... 3 to 5
    Furniture, fixtures and vehicles..................................... 5 to 7


 Licenses

     Licenses consist primarily of costs incurred in connection with the
acquisition of PCS licenses. These assets are recorded at cost and amortized
using the straight-line method over an estimated useful life of 20 years.
Amortization expense charged to operations in 2000, 1999 and 1998 was $616,000,
$341,000 and $270,000, respectively.

                                      F-8
<PAGE>

                             LOUISIANA UNWIRED, LLC

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

                               December 31, 2000


 Impairment of Long-Lived Assets

     The Company assesses long-lived assets for impairment under Statement of
Financial Accounting Standards ("SFAS") 121, Accounting for Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed Of. SFAS 121 requires
that long-lived assets and certain identifiable intangibles to be held or
disposed of by an entity be reviewed for impairment whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. The Company periodically evaluates the recoverability of the
carrying amounts of its licenses and property and equipment in each market, as
well as the depreciation and amortization periods, based on estimated
undiscounted future cash flows and other factors to determine whether current
events or circumstances warrant reduction of the carrying amounts or
acceleration of the related amortization period. If such assets are considered
to be impaired, the impairment to be recognized is measured by the amount by
which the carrying amount of the assets exceeds the fair value of the assets.
Assets to be disposed of are reported at the lower of the carrying amount or
fair value less costs to sell.

 Deferred Financing Costs

     Deferred financing costs include costs incurred in connection with the
issuance of the Company's long-term debt which are amortized over the term of
the related debt. Amortization expense charged to operations in 2000, 1999 and
1998 was $2,000, $249,000 and $87,000, respectively.

 Revenue Recognition

     The Company earns revenue by providing access to and usage of its PCS
networks and sales of PCS merchandise. Service revenues include revenues for
charges to subscribers for both access to and usage of the Company's networks.
These revenues are recognized as they are earned by the Company. Revenues from
the sales of merchandise are recognized when the merchandise is delivered.

     The accounting policy for the recognition of activation fee revenue is to
record the revenue over the periods such revenue is earned in accordance with
the current interpretations of SEC Staff Accounting Bulletin No. 101 (SAB 101),
"Revenue Recognition in Financial Statements." Accordingly, activation fee
revenue and direct customer activation expense has been deferred and will be
recorded over the average life for those customers (30 months) that are
assessed an activation fee. As of December 31, 2000, the Company has deferred
$227,000 of activation fee revenue and direct customer activation costs to
future periods.

 Advertising Cost

     Advertising costs are expensed as incurred. For the years ended
December 31, 2000, 1999 and 1998, approximately $12,760,000, $3,361,000 and
$935,000 of advertising costs were incurred, respectively.

                                      F-9
<PAGE>

                             LOUISIANA UNWIRED, LLC

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

                               December 31, 2000


 Use of Estimates

     The preparation of financial statements in accordance with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and
accompanying notes. Actual results could differ from those estimates.

 Commissions

     Commissions are paid to sales agents for customer activations and are
expensed in the month the customer is activated within the system.

 Income Taxes

     No provision for income taxes is provided as the Company's federal and
state income and/or loss is included in the income tax returns of its members.

 Concentrations of Credit Risk

     Financial instruments which potentially expose the Company to
concentrations of credit risk consist primarily of cash and accounts
receivable. The Company places its cash and temporary cash investments with
high credit quality financial services companies. Collectibility of receivables
is impacted by economic trends in each of the Company's markets and the Company
has provided an allowance which it believes is adequate to absorb losses from
uncollectible accounts.

 Disclosure About Fair Value of Financial Instruments

     The carrying amounts of cash and cash equivalents, accounts receivables,
other receivables, and accounts payable and accrued expenses approximate fair
value because of the short term nature of these items. The estimated fair value
of the Company's long-term debt at December 31, 2000 and 1999 was $1,123,000
and $1,566,000, compared to its carrying value of $1,087,000 and $1,509,000.
The fair value of long-term debt is valued at future cash flows discounted
using the current borrowing rate for loans of a comparable maturity. The
estimated fair value of the Company's notes payable approximates its carrying
value of $65,000,000 as the notes are due upon demand and have a variable
interest rate.

     Fair value estimates are subject to inherent limitations. Estimates of
fair value are made at a specific point in time, based on relevant market
information and information about the financial instrument. The estimated fair
values of financial instruments presented above are not necessarily indicative
of amounts the Company might realize in actual market transactions. Estimates
of fair value are subjective in nature and involve uncertainties and matters of
significant judgment and therefore cannot be determined with precision. Changes
in assumptions could significantly affect the estimates.

                                     F-10
<PAGE>

                             LOUISIANA UNWIRED, LLC

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

                               December 31, 2000


 New Accounting Pronouncements

     On July 8, 1999, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 137, "Deferral of the Effective Date of SFAS 133." SFAS No. 137 defers
the effective date of SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities," to all fiscal quarters of all fiscal years beginning after
June 15, 2000. The adoption is not expected to have a material effect on the
Company's consolidated results of operations, financial position, or cash
flows.

2. Marketable Securities

     As of December 31, 2000, the Company's investments in marketable
securities consist of fixed income mutual funds. The following is a summary of
the Company's available-for-sale marketable securities as of December 31, 2000:

<TABLE>
<CAPTION>
                                                 Gross      Gross    Estimated
                                     Amortized Unrealized Unrealized   Fair
                                       Cost      Gains      Losses     Value
                                     --------- ---------- ---------- ---------
    <S>                              <C>       <C>        <C>        <C>
    Fixed income mutual funds.......  $39,323      --         --      $39,323
                                      =======     ===        ===      =======
</TABLE>

     For the years ended December 31, 2000 and 1999, there were net realized
gains and losses of $2,687,000 and $-0-, respectively, on sales of available-
for-sale marketable securities included in interest income.

3. Property and Equipment

     The major categories of property and equipment at December 31, 2000 and
1999 were as follows:

<TABLE>
<CAPTION>
                                                                December 31,
                                                              -----------------
                                                                2000     1999
                                                              -------- --------
                                                               (In thousands)
    <S>                                                       <C>      <C>
    Facilities and equipment................................. $212,309 $ 86,438
    Furniture, fixtures, and vehicles........................    4,681    1,785
    Leasehold improvements...................................    1,388      350
    Construction in progress.................................   14,364   12,537
                                                              -------- --------
                                                               232,742  101,110
    Less accumulated depreciation............................   40,608   15,805
                                                              -------- --------
                                                              $192,134 $ 85,305
                                                              ======== ========
</TABLE>

     The Company recorded depreciation expense of $30,903,000, $12,908,000 and
$2,897,000 for the years ended December 31, 2000, 1999 and 1998, respectively.

     The Company leases certain facilities and equipment under capital leases.
Assets recorded under capital leases are amortized over the lives of the
respective leases. Assets under these

                                      F-11
<PAGE>

                             LOUISIANA UNWIRED, LLC

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

                               December 31, 2000

obligations, totaling $8,367,000 (net of accumulated amortization of $566,000)
at December 31, 2000 are included in facilities and equipment.

4. Long-Term Debt

     Long-term debt, including capital lease obligations, consisted of the
following:

<TABLE>
<CAPTION>
                                                                   December 31,
                                                                   -------------
                                                                    2000   1999
                                                                   ------ ------
                                                                        (In
                                                                    thousands)
    <S>                                                            <C>    <C>
    FCC debt...................................................... $1,087 $1,509
    Capital leases................................................  8,093     --
                                                                   ------ ------
    Total long-term obligations...................................  9,180  1,509
    Less current maturities.......................................    524    140
                                                                   ------ ------
    Long-term obligations, excluding current maturities            $8,656 $1,369
                                                                   ====== ======
</TABLE>

     On June 23, 1999, the Company entered into senior credit facilities for
$130 million with certain lenders. The senior credit facilities provided for an
$80 million reducing revolving credit facility, which was to mature on
September 30, 2007, and a $50 million delay draw term loan, which was to mature
on September 30, 2007. All loans made under the senior credit facilities bear
interest at variable rates tied to the prime rate, the federal funds rate or
the LIBOR. The senior credit facilities were secured by a first priority
security interest in all tangible and intangible assets of the Company and its
subsidiaries (including the owned PCS licenses, if legally permitted); a pledge
by US Unwired and Cameron of 100% of the ownership interests in the Company; a
pledge by the Company of its ownership interest in any of the Company's present
and future subsidiaries; and an assignment of all Sprint PCS agreements and any
network contract (including software rights).

     A portion of the proceeds from this new credit facility were used to
extinguish the Company's May 1998 credit facility. As a result, the unamortized
debt issuance costs related to the May 1998 credit facility, totaling $614,000,
were written off as an extraordinary item.

     During the fourth quarter of 1999, US Unwired contributed approximately
$194.7 million to the Company and the Company used a portion of these
contributions to extinguish the June 1999 senior credit facilities. As a
result, the unamortized debt issuance costs related to the June 1999 senior
credit facilities, totaling $3,074,000, were written off as an extraordinary
item.

     In December 1999, Command Connect contributed various PCS licenses to the
Company. As part of this contribution, the Company assumed the related debt of
$2,252,000 with the FCC. This debt bears interest at 8.75% and provides for
quarterly principal and interest payments of approximately $68,000 through
April 30, 2007. The contributed assets and assumed liabilities have been
recorded at their historical costs.

                                      F-12
<PAGE>

                             LOUISIANA UNWIRED, LLC

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

                               December 31, 2000


     During 2000, the Company extinguished $13.9 million of debt related to
Texas Unwired. As a result, the unamortized debt issuance costs related To this
debt, totaling $238,000 was written off as an extraordinary item

     In 2000, the Company borrowed $65.0 million from US Unwired through the
execution of a series of demand notes. The Notes accrue interest at a variable
rate of the Federal discount rate plus 3.5%, or 8.91% as of December 31, 2000.

     In 1999, Gulf Coast Wireless entered into capital lease agreements to
lease towers for a 15-year period. As part of the agreement discussed in Note 1
above, Texas Unwired assumed Gulf Coast Wireless's obligations under 31 leases
in the Beaumont-Port Arthur and Lufkin-Nacogdoches markets. During 2000, the
Company executed two additional tower capital leases, bringing the total to 33.

     Maturities of long-term debt, including capital leases obligations, for
the five years succeeding December 31, 2000 are as follows:

                                                Long-Term  Capital Lease
                                                  Debt      Obligation   Total
                                                ---------  ------------- ------
                                                           (In thousands)
    2001......................................   $  122      $  792      $  914
    2002......................................      133         792         925
    2003......................................      145         792         937
    2004......................................      157         792         949
    2005......................................      172         792         964
    Thereafter................................      358       7,278       7,636
                                                 ------      ------      ------
                                                  1,087      11,238      12,325
    Less amounts representing interest........       --      (3,145)     (3,145)
                                                 ------      ------      ------
    Long-term debt and present value of future
       lease payments.........................   $1,087      $8,093      $9,180
                                                 ======      ======      ======

     During 1998, the Company entered into an interest rate swap agreement with
a commercial bank to reduce the impact of changes in interest rates on its May
1998 bank credit facility floating rate debt. As the notional amount in the
swap agreement corresponded to the principal amount outstanding on the debt and
the variable rates in the swap and the debt use the same index, this agreement
effectively changed the Company's interest rate exposure on $16 million of
floating rate notes to a fixed 8.37%. During 1999, the Company extinguished the
bank credit facility that this interest rate swap was hedging. As a result, the
Company recorded this interest rate swap at its fair value. In December 1999,
the Company settled this obligation for $587,000 which is included in other
income in the statement of operations.

                                      F-13
<PAGE>

                             LOUISIANA UNWIRED, LLC

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

                               December 31, 2000


5. Commitments and Contingencies

     The Company's PCS licenses are subject to a requirement that the Company
construct network facilities that offer coverage to at least one-third of the
population in each of its Basic Trading Areas ("BTAs") within five years from
the grant of the licenses and to at least two-thirds of the population within
10 years from the grant of the licenses. Should the Company fail to meet these
coverage requirements, it may be subject to forfeiture of its licenses or the
imposition of fines by the FCC. The PCS buildout in each BTA is subject to the
successful completion of the network design, site and facility acquisitions,
the purchase and installation of the network equipment, network testing, and
the satisfactory accommodation of microwave users currently using the spectrum.

     On October 29, 1999, US Unwired issued $400 million of 13 3/8% Senior
Subordinated Notes due November 1, 2009 ("the Notes"). The Notes are fully,
unconditionally, and joint and severally guaranteed by the Company.

     On December 29, 2000, the Company sold 127 of its wireless communications
towers and related ground leasehold rights and other assets (collectively,
"towers") for gross proceeds of $39,751,000 cash. At the same time, the Company
entered into an operating lease of antenna space on the sold towers from the
buyer for a term of 10 years, renewable for three additional five year terms,
at initial annual rental of $2,286,000 per year, increasing annually by 4% of
the prior years rent. The Company recognized a gain of approximately
$11,584,000 related to this transaction. In addition, the Company recorded a
deferred gain of approximately $16,531,000 related to the transaction which
will be amortized over the term of the operating lease.

     In connection with the sales-leaseback transaction described in above, the
Company has committed to sell to the purchaser and the purchaser has an option
to buy on or before March 31, 2001 up to an additional 173 towers at an
aggregate cash price of $54,149,000 and for the Company to lease back space on
the sold towers under similar rental terms. In addition, the Company has
granted to the purchaser the option to purchase up to 100 additional towers
constructed and owned by the Company through December 31, 2001.

     The Company is a party to various operating leases for facilities and
equipment. Rent expense for the year ended December 31, 2000, 1999 and 1998 was
$7,148,000, $1,641,000, and $713,000, respectively. Future minimum annual lease
payments due under noncancelable operating leases with terms in excess of one
year are as follows:

                                                                  (In thousands)
                                                                  --------------
    2001.........................................................    $ 11,852
    2002.........................................................      12,089
    2003.........................................................      12,112
    2004.........................................................      11,960
    2005.........................................................      10,216
    Thereafter...................................................      42,347
                                                                     --------
                                                                     $100,576
                                                                     ========

                                      F-14
<PAGE>

                             LOUISIANA UNWIRED, LLC

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

                               December 31, 2000


     A PCS licensee, such as the Company, is required to share a portion of its
spectrum with existing licensees that operate certain fixed microwave systems
within each of its BTAs. These licensees will initially have priority use of
their portion of the spectrum. To secure sufficient amount of unencumbered
spectrum to operate its PCS network efficiently, the Company has negotiated
agreements to pay for the microwave relocation of many of these existing
licensees, which costs have been capitalized. The Company also may be required
to contribute to the costs of relocation under agreements reached with other
PCS licenses if such relocation benefits the Company's license areas. Depending
on the terms of such agreements, the Company's ability to operate its PCS
network profitably could be adversely affected.

     Employees of the Company participate in a 401(k) retirement plan (the
"401(k) plan") sponsored by a related party. Employees are eligible to
participate in the 401(k) plan when the employee has completed six months of
service. Under the 401(k) plan, participating employees may defer a portion of
their pretax earnings up to certain limits prescribed by the Internal Revenue
Service. The Company contributes a discretionary match equal to a percentage of
the amount deferred by the employee and a discretionary amount determined by
the Company from current or accumulated net profits. The Company's
contributions are fully vested upon the completion of 5 years of service.
Contribution expense related to the 401(k) plan was approximately $111,000,
$19,000 and $1,300 for the years ended December 31, 2000, 1999 and 1998,
respectively.

6. Supplemental Cash Flow Disclosure

     During 1999, Command Connect contributed various PCS licenses to the
Company. In connection with this contribution, the following assets were
received and liabilities assumed:

                                                                  (In thousands)
                                                                  --------------
    Licenses.....................................................    $ 3,556
    Accrued expenses.............................................        (17)
    Long-term debt...............................................     (2,227)
                                                                     -------
    Contribution of net assets by a member.......................    $ 1,312
                                                                     =======

                                      F-15
<PAGE>

                             LOUISIANA UNWIRED, LLC

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

                               December 31, 2000


     On January 1, 2000, US Unwired contributed its 80% ownership in Texas
Unwired. In connection with this contribution, the following assets and
liabilities were assumed:

    Cash............................................................. $     66
    Subscriber receivables...........................................      299
    Other receivables................................................        7
    Prepaid expenses.................................................      101
    Inventory........................................................      611
    Fixed assets.....................................................   14,995
    Other assets.....................................................   11,451
    Account payable..................................................      (73)
    Accrued expenses.................................................     (376)
    Due to members...................................................   (1,578)
    Due to affiliate.................................................   (1,152)
    Minority interests...............................................     (548)
    Long term debt...................................................  (21,612)
                                                                      ---------
    Contribution of net assets....................................... $ (2,191)
                                                                      =========

7. Related Party Transactions

     During the year ended December 31, 1998, the Company incurred management
fees of $960,000 and $240,000 to Unwired Telecom and Cameron, respectively.
During the year ended December 31, 1999, the Company incurred management fees
of $4,772,000 to Unwired Telecom. During the year ended December 31, 2000, the
Company incurred management fees of $14,306,000 to US Unwired of which
$1,722,000 is included in due to affiliates at December 31, 2000.

     The Company contracts with UniBill, Inc. ("UniBill"), a subsidiary of
Cameron, for all subscriber billing and accounts receivable data processing.
UniBill charges a $2.50 fee per bill processed. Billing expenses totaled
approximately $2,169,000, $515,000 and $22,000 in 2000, 1999 and 1998,
respectively, of which $405,000 is included in accounts payable at December 31,
2000.

     The Company also purchases long distance services from Cameron pursuant to
an oral agreement and resells the service to the Company's customers. The
aggregate amount paid to Cameron for such services during the year ended
December 31, 2000 totaled $2,892,000.

                                      F-16
<PAGE>

                             LOUISIANA UNWIRED, LLC

                   NOTES TO FINANCIAL STATEMENTS--(Continued)

                               December 31, 2000


8. Selected Quarterly Financial Data (Unaudited)

                                              First   Second    Third   Fourth
                                             Quarter  Quarter  Quarter  Quarter
                                             -------  -------  -------  -------
2000
  Revenues.................................. $12,725  $15,904  $20,219  $27,359
  Operating loss............................ (11,119) (12,409) (17,425) (27,750)
  Loss from continuing operations...........  (9,358) (10,845) (16,459) (17,277)
  Discontinued operations...................      --       --       --       --
  Extraordinary loss........................   (238)       --       --       --
  Net loss..................................  (9,596) (10,845) (16,459) (17,277)

1999
  Revenues.................................. $ 2,674  $ 3,929  $ 4,989  $ 6,516
  Operating loss............................  (4,708)  (4,678)  (6,800) (13,364)
  Loss from continuing operations...........  (5,314)  (5,622)  (8,638) (13,338)
  Discontinued operations...................      --       --       --       --
  Extraordinary loss........................      --     (614)      --   (3,074)
  Net loss..................................  (5,314)  (6,236)  (8,638) (16,412)

9. Subsequent Events

     On February 28, 2001, US Unwired entered into an agreement with Cameron
to purchase Cameron's 6.14% minority interest in LA Unwired in exchange for
4,634,842 shares of US Unwired's Class A common stock. The market value of US
Unwired's Class A common stock associated with this transaction was
approximately $36.5 million.

     On February 28, 2001, US Unwired entered into an agreement with Butler
Waddel Interest, Ltd ("Butler") and XIT Leasing, Inc. ("XIT") to purchase their
minority interests in Texas Unwired. US Unwired exchanged 230,748 shares of its
Class A common stock for Butler's 15% ownership in Texas Unwired and 76,916
shares of its Class A common stock for XIT's 5% ownership in Texas Unwired. The
market value of US Unwired's Class A common stock associated with this
transaction was $2.4 million.

                                      F-17
<PAGE>

                             LOUISIANA UNWIRED, LLC

                 Schedule II--Valuation and Qualifying Account

                                                              Year ended
                                                             December 31,
                                                          ---------------------
                                                           2000    1999   1998
                                                          -------  -----  -----
                                                            (In thousands)
Allowance for doubtful accounts
Balance at beginning of year............................. $    48  $  --  $  --
  Additions charged to expense...........................     873    173     --
  Reduction-recoveries/write-offs........................    (697)  (125)    --
                                                          -------  -----  -----
  Balance at end of year................................. $   224  $  48  $  --
                                                          =======  =====  =====
Reserve for inventory obsolescence
  Balance at beginning of year........................... $   597  $  59  $  --
  Additions charged to expense...........................     833    538     59
  Reduction-recoveries/write-offs........................  (1,264)    --     --
                                                          -------  -----  -----
  Balance at end of year................................. $   166  $ 597  $  59
                                                          =======  =====  =====




                            See accompanying notes.

                                      F-18