<PAGE>


                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 10-Q

                            -----------------------
       (Mark One)

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

                For the quarterly period ended December 31, 2001.

                                       OR

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

                  Commission File Numbers: 333-47682, 333-47688

                                   iPCS, INC.
             (Exact name of registrant as specified in its charter)

         DELAWARE                                       36-4350876
(State or Other Jurisdiction of                     (I.R.S. Employer
Incorporation or Organization)                     Identification No.)


                                  Harris Tower
                       233 Peachtree Street NE, Suite 1700
                             Atlanta, Georgia 30303
          (Address of principal executive offices, including zip code)

                                 (404) 525-7272
              (Registrant's telephone number, including area code)

       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 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 [ ]

       All outstanding shares of the registrant's common stock are owned by
AirGate PCS, Inc.

<PAGE>


                                   iPCS, INC.

                              FIRST QUARTER REPORT

                                TABLE OF CONTENTS
<TABLE>

                                                                                                    Page

PART I--FINANCIAL INFORMATION
<S>                                                                                                <C>
     Item 1.  Financial Statements:

       Consolidated Balance Sheets at December 31, 2001 and September 30, 2001
         (unaudited)                                                                                  2

       Consolidated Statements of Operations for the three months ended December 31,
          2001 and 2000 (unaudited)                                                                   3

       Consolidated Statements of Cash Flows for the three months ended December 31,
          2001 and 2000 (unaudited)                                                                   4

       Notes to Consolidated Financial Statements (unaudited)                                         5

     Item 2.  Management's Discussion and Analysis of Financial Condition
                  and Results of Operations.                                                         15

     Item 3.  Quantitative and Qualitative Disclosures About Market Risk.                            29

PART II--OTHER INFORMATION

     Item 1.     Legal Proceedings.                                                                  31

     Item 2.     Changes in Securities and Use of Proceeds.                                          31

     Item 3.     Defaults Upon Senior Securities.                                                    31

     Item 4.     Submission of Matters to a Vote of Security Holders.                                31

     Item 5.     Other Information.                                                                  31

     Item 6.     Exhibits and Reports on Form 8-K.                                                   31
</TABLE>


                                       1

<PAGE>

                          PART I. FINANCIAL INFORMATION
                         Item 1. - FINANCIAL STATEMENTS
                           iPCS, INC. AND SUBSIDIARIES
                (A Wholly-Owned Subsidiary of AirGate PCS, Inc.)

                           CONSOLIDATED BALANCE SHEETS
                                   (unaudited)
           (dollars in thousands, except share and per share amounts)
<TABLE>
<CAPTION>


                                                                                                       December 31,    September 30,
                                                                                                           2001            2001
                                                                                                       ------------    -------------
                                             Assets
<S>                                                                                                    <C>            <C>
Current Assets:
   Cash and cash equivalents                                                                              $  9,944         $54,579
   Accounts receivable, net                                                                                 11,571          11,752
   Receivable from Sprint PCS                                                                                5,162           4,816
   Inventories, net                                                                                          3,704           3,379
   Prepaid expenses                                                                                          2,519           3,007
   Direct customer activation costs                                                                          2,066           1,720
   Other current assets                                                                                         69              72
                                                                                                         ---------        --------
       Total current assets                                                                                 35,035          79,325

Property and equipment, net                                                                                228,277         198,161
Financing costs                                                                                              9,434           9,558
Intangible assets, net                                                                                      39,488          39,934
Other assets                                                                                                 1,823           1,778
                                                                                                         ---------        --------
                                                                                                         $ 314,057        $328,756
                                                                                                         =========        ========

               Liabilities, Redeemable Preferred Stock and Stockholders' Equity (Deficit)
Current liabilities:
   Accounts payable                                                                                       $ 33,132        $ 21,104
   Accrued expenses                                                                                         10,255           4,525
   Payable to Sprint PCS                                                                                    12,856          10,306
   Deferred revenue                                                                                          5,882           4,742
   Capital lease obligations - current portion                                                                   4               7
                                                                                                         ---------        --------
       Total current liabilities                                                                            62,129          40,684

Deferred gain on tower sales                                                                                 7,450           7,667
Deferred rent                                                                                                2,191           2,264
Deferred revenue                                                                                             2,161           1,763
Capital lease obligations - long term portion                                                                  376             373
Long-term debt                                                                                             210,038         208,336
                                                                                                         ---------        --------
       Total liabilities                                                                                   284,345         261,087
                                                                                                         ---------        --------

Redeemable preferred stock $0.01 par value; 75,000,000 shares authorized; no shares and                          -         121,548
   23,090,909 shares issued and outstanding at December 31, 2001 and at September 30, 2001,              ---------        --------
   respectively



Stockholders' equity (deficit):
    Common stock, $0.01 par value; 1000 shares and 300,000,000 shares authorized, 1000 shares
    and 44,869,643 shares issued and outstanding at December 31, 2001 and September 30, 2001,                    -             449
    respectively
    Additional paid-in-capital                                                                             192,850          70,853
    Unearned stock option compensation                                                                           -          (3,985)
    Accumulated deficit                                                                                   (163,138)       (121,196)
                                                                                                         ---------        --------
           Total stockholders' equity (deficit)                                                             29,712         (53,879)
                                                                                                         ---------        --------
                                                                                                         $ 314,057        $328,756
                                                                                                         =========        ========
</TABLE>

   See accompanying notes to the unaudited consolidated financial statements.

                                       2

<PAGE>

                           iPCS, INC. AND SUBSIDIARIES
                (A Wholly-Owned Subsidiary of AirGate PCS, Inc.)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)
           (dollars in thousands, except share and per share amounts)

<TABLE>
<CAPTION>

                                                                                      Three Months
                                                                                   Ended December 31,
                                                                               2001                  2000
                                                                            ----------            ----------
<S>                                                                         <C>                   <C>
Revenues:

  Service revenue                                                           $   23,934            $    5,059
  Roaming revenue                                                               14,065                 3,560
  Equipment and other revenue                                                    2,368                   996
                                                                            ----------            ----------
   Total revenues                                                               40,367                 9,615
                                                                            ----------            ----------
Operating Expenses:
  Cost of service and roaming                                                  (31,257)               (6,974)
  Cost of equipment                                                             (6,954)               (5,076)
  Selling and marketing                                                        (12,451)               (5,823)
  General and administrative                                                   (16,723)               (4,625)
  Non-cash stock option compensation                                            (3,985)                 (526)
  Depreciation and amortization                                                 (6,431)               (2,889)
  Amortization of intangible assets                                               (446)                 (171)
                                                                            ----------            ----------
   Operating expenses                                                          (78,247)              (26,084)
                                                                            ----------            ----------
   Operating loss                                                              (37,880)              (16,469)
  Interest income                                                                  203                 1,494
  Interest expense                                                              (5,099)               (5,482)
  Other income (expense), net                                                   (3,501)                  302
                                                                            ----------            ----------
   Loss before cumulative effect of a change in
     accounting principle                                                      (46,277)              (20,155)
  Cumulative effect of a change in accounting priniciple                         4,335                     -
                                                                            ----------            ----------
   Net loss                                                                 $  (41,942)           $  (20,155)
                                                                            ----------            ----------
   Loss before cumulative effect of a change in
     accounting principle                                                   $  (46,277)           $  (20,155)
  Dividends and accretion on redeemable preferred stock                        (47,624)               (1,082)
                                                                            ----------            ----------
   Loss available to common stockholders                                       (93,901)              (21,237)
  Cumulative effect of a change in accounting priniciple                         4,335                     -
                                                                            ----------            ----------
   Net loss available to common stockholders                                $  (89,566)           $  (21,237)
                                                                            ==========            ==========
</TABLE>
See accompanying notes to the unaudited consolidated financial statements.


                                       3

<PAGE>
                           iPCS, INC. AND SUBSIDIARIES
                (A Wholly-Owned Subsidiary of AirGate PCS, Inc.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (unaudited)
                             (dollars in thousands)
<TABLE>
<CAPTION>

                                                                            Three Months
                                                                          Ended December 31,
                                                                      2001                  2000
                                                                    --------              --------
<S>                                                                 <C>                   <C>
Cash Flows from Operating Activities:
 Net loss                                                           $(41,942)             $(20,155)
 Adjustments to reconcile net loss to net cash
  used in operating activities:
      Depreciation and amortization                                    6,877                 3,060
      Loss on disposal of property and equipment                       3,501                    -
      Gain on tower sales                                                 -                   (299)
      Amortization of deferred gain on tower sales                      (217)                 (118)
      Amortization of deferred rent                                     (124)                   -
      Amortization of financing costs                                    249                   370
      Provision for doubtful accounts                                  2,632                    -
      Non-cash interest                                                2,709                 2,787
      Cumulative effect of a change in accounting principle           (4,335)                   -
      Stock option compensation                                        3,985                   526
      (Increase) decrease in:
              Accounts receivable                                     (3,637)               (1,996)
              Inventories                                               (325)               (2,609)
              Prepaid expenses and other assets                          115                   460
              Accounts payable and accrued expenses                    7,823                 6,625
              Deferred revenue                                         1,538                 1,217
                                                                    --------              --------
                      Net cash used in operating activities          (21,151)              (10,132)
                                                                    --------              --------
Cash Flows from Investing Activities:
      Capital expenditures                                           (24,314)              (25,799)
      Acquisition of the Iowa City/Cedar Rapids, Iowa markets             -                     -
      Proceeds from disposition of fixed assets                           53                    -
      Proceeds from build-to-suit agreement                              902                    -
      Proceeds from tower sales                                           -                  3,536
                                                                    --------              --------
                      Net cash used in investing activities          (23,359)              (22,263)
                                                                    --------              --------
Cash Flows from Financing Activities:
      Proceeds from long-term debt                                        -                 25,000
      Payments on capital lease obligations                               -                    (13)
      Debt financing costs                                              (125)                 (597)
      Proceeds from sale of Series A-2 redeemable preferred
        stock, net of offering costs of $4,270                            -                 65,730
                                                                     -------              --------
                      Net cash (used in) provided by financing
                       activities                                       (125)               90,120
                                                                     -------              --------
Increase (decrease) in cash and cash equivalents                     (44,635)               57,725
Cash and cash equivalents at beginning of period                      54,579               108,233
                                                                     --------             --------
Cash and cash equivalents at end of period                           $ 9,944              $165,958
                                                                     ========             ========

</TABLE>
See accompanying notes to the unaudited consolidated financial statements.

                                       4

<PAGE>

                           iPCS, INC. AND SUBSIDIARIES
                (A Wholly-Owned Subsidiary of AirGate PCS, Inc.)
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                December 31, 2001
                                   (unaudited)

(1)      Business, Basis of Presentation and Summary of Significant Accounting
         Policies

         (a) Business and Basis of Presentation

iPCS, Inc. and subsidiaries (collectively, the "Company") were created for the
purpose of becoming a leading provider of wireless Personal Communication
Services ("PCS"). The Company, formed in January 1999, is the Sprint PCS network
partner with the exclusive right to market and provide Sprint PCS products and
services in its territory and is licensed to use the Sprint PCS brand name in
its 37 markets located in the midwestern United States. The unaudited
consolidated financial statements included herein includes the accounts of iPCS,
Inc. and its subsidiaries, iPCS Wireless, Inc. and iPCS Equipment, Inc. In the
opinion of management, these consolidated financial statements contain all the
adjustments, consisting of normal recurring adjustments, necessary to present
fairly, in summarized form, the financial position and the results of operations
of the Company. The results of operations for the three months ended December
31, 2001 are not indicative of the results that may be expected for the full
fiscal year 2002. The financial information presented herein should be read in
conjunction with the Company's Form 10-K for the year ended September 30, 2001
which includes information and disclosures not included herein. All significant
intercompany accounts and transactions have been eliminated in consolidation.
Certain reclassifications have been made to prior year balances to conform to
current year presentation.

The PCS market is characterized by significant risks as a result of rapid
changes in technology, increasing competition and the cost associated with the
build-out of a PCS network. The Company's continuing operations are dependent
upon Sprint's ability to perform its obligations under the various agreements
between the Company and Sprint under which the Company has agreed to construct
and manage its networks (the "Sprint Agreements"). Additionally, the Company's
ability to attract and maintain a sufficient customer base is critical to
achieving breakeven cash flow. Changes in technology, increased competition,
economic conditions or inability to achieve breakeven cash flow, among other
factors, could have an adverse effect on the Company's financial position and
results of operations.

         (b) Revenue Recognition

The Company sells handsets and accessories, which are recorded at the time of
the sale as equipment revenue. After the handset has been purchased, the
customer purchases a service package, which is recognized monthly as service is
provided and is included in service revenue. Roaming revenue is recorded when
Sprint PCS customers from outside our territory and non-Sprint PCS
customers roam onto the Company's network.

Sprint retains 8% of collected revenues from Sprint PCS customers based in the
Company's markets and from non-Sprint PCS customers who roam onto the Company's
network. The amount retained by Sprint is recorded as cost of service and
roaming. Revenues generated from the sale of handsets and accessories and from
roaming services provided to Sprint PCS customers who are not based in the
Company's markets are not subject to the 8% affiliation fee to Sprint.

Prior to January 1, 2001, the Company recorded promotional cash credits and
rebates granted to customers as expenses. Effective January 1, 2001, the Company
adopted the Emerging Issues Task Force ("EITF") 00-14, "Accounting for Certain
Sales Incentives." The EITF requires that, when recognized, the reduction in or
refund of the selling price of the product or service resulting from any cash
incentive should be classified as a reduction in revenue and not as an operating

                                       5

<PAGE>

expense. The Company adopted EITF 00-14 in the first quarter of 2001. For the
three months ended December 31, 2001, a reduction in revenue of approximately
$3.2 million and an offsetting reduction in operating expenses for these same
three months was recorded. In accordance with the provisions of EITF 00-14,
approximately $1.7 million of operating expenses for the three months ended
December 31, 2000 have been reclassified as a reduction in revenue.

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 Staff Accounting Bulletin No. 101 (SAB 101), "Revenue
Recognition in Financial Statements." The Company does not recognize revenue
from subscribers for which the likelihood of collecting such revenue is not
reasonably assured.

Pursuant to SAB 101, activation fee revenue and direct customer activation costs
have been deferred and are recorded over the average life for those customers
(30 months). For the three months ended December 31, 2001 and 2000, the Company
recognized approximately $0.5 million and $42,000 of activation fee revenue,
respectively, and $0.5 million and $42,000 of direct customer activation costs,
respectively. The Company has deferred revenue of $4.5 million and $0.7 million
as of December 31, 2001 and 2000, respectively, to future periods. Further, the
Company has deferred $3.9 million and $0.7 million of direct customer activation
costs to future periods, as of December 31, 2001 and 2000, respectively.

         (c) Recently Issued Accounting Pronouncements:

In August 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." SFAS
144 provides new guidance on the recognition of impairment losses on long-lived
assets to be held and used or to be disposed of and also broadens the definition
of what constitutes a discontinued operation and how the results of a
discontinued operation are to be measured and presented. SFAS 144 is effective
for fiscal years beginning after December 15, 2001. The adoption by the Company
is not expected to materially change the methods used by the Company to measure
impairment losses on long-lived assets.

In June, 2001, the FASB issued SFAS No. 141, "Business Combinations", which is
effective for all business combinations initiated after June 30, 2001. SFAS 141
requires companies to account for all business combinations using the purchase
method of accounting, recognize intangible assets if certain criteria are met,
as well as provide additional disclosures regarding business combinations and
allocation of purchase price. The Company has adopted SFAS No. 141 as of July 1,
2001, and the impact of such adoption did not have a material adverse impact on
the Company's financial statements.

In June, 2001, the FASB issued SFAS No. 142, "Goodwill and Other Intangible
Assets", which requires nonamortization of goodwill and intangible assets that
have indefinite useful lives and annual tests of impairments of those assets.
The statement also provides specific guidance about how to determine and measure
goodwill and

                                       6

<PAGE>

intangible asset impairments, and requires additional disclosure of information
about goodwill and other intangible assets. The provisions of this statement are
required to be applied starting with fiscal years beginning after December 15,
2001 and applied to all goodwill and other intangible assets recognized in its
financial statements at that date. Goodwill and intangible assets acquired after
June 30, 2001 will be subject to the nonamortization provisions of the
statement. The Company adopted SFAS No. 142 as of October 1, 2001, and the
impact of such adoption did not have a material adverse impact on the Company's
financial statements.

In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain Derivative
Instruments and Certain Hedging Activities," an amendment of SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities," which is
effective for all fiscal years beginning after June 15, 2000. The adoption by
the Company on January 1, 2001 did not have an effect on the Company's results
of operations, financial position, or cash flows. However, as discussed in Note
9, the Company did enter into an interest rate cap agreement on January 12,
2001.

(2)      Change in Accounting Principle

In connection with the merger of the Company with AirGate (as discussed in Note
13), the Company changed its method of amortizing interest expense on its
senior discount notes effective as of October 1, 2001. While the Company's
previous method of accounting was in accordance with accounting principles
generally accepted in the United States of America, the Company believes it is
preferable to use the same methodology as its parent, AirGate.

The cumulative effect of this change in accounting for the periods through
September 30, 2001, was a reduction in the carrying value of the senior notes by
$4.3 million along with a corresponding decrease in the Company's accumulated
deficit. In accordance with Accounting Principles Board Opinion No. 20,
"Accounting Changes" the change in accounting has been reflected as a cumulative
change in accounting effective as of October 1, 2001. The effect of the change
for the three month period ended December 31, 2001 was a reduction to interest
expense of approximately $0.7 million.

(3)      Reorganization

On July 12, 2000, Illinois PCS, LLC (the "Predecessor Company") reorganized its
business into a C Corporation in which members of the Predecessor Company
received 44,869,643 shares of common stock of iPCS, Inc. in exchange for their
ownership interests in the Predecessor Company. As of July 12, 2000, the
Predecessor Company merged with and into iPCS Wireless, Inc., a wholly-owned
subsidiary of iPCS, Inc. iPCS Equipment, Inc. was also formed and is a
wholly-owned subsidiary of iPCS Wireless, Inc. iPCS Wireless, Inc. will continue
the activities of the Predecessor Company and, for accounting purposes, this
transaction was accounted for as a reorganization of the Predecessor Company
into a C Corporation. iPCS, Inc. and its subsidiaries, including the Predecessor
Company, are collectively referred to as the "Company."

(4)      Sprint Agreements

On January 10, 2001, the Company exercised its option to purchase from Sprint
certain telecommunications equipment and retail store assets and inventory
located in the Iowa City and Cedar Rapids, Iowa markets. Concurrently with the
closing, the Sprint management agreements which set forth the terms of the
Company's long-term affiliation with Sprint was amended to reflect the expansion
of the Company's territory to include these two additional Iowa markets which
included approximately 14,000 customers. The Company closed on this transaction
on February 28, 2001 and paid approximately $31.7 million for these two markets.
The Company has accounted for this business combination using the purchase
method. The Company made a preliminary allocation of the purchase price based on
the fair values of the

                                       7

<PAGE>

assets and liabilities acquired and allocated any excess amount over fair value
to the intangible asset representing the right to be the exclusive provider of
Sprint PCS services in the Iowa City and Cedar Rapids, Iowa markets.

         We have received from Sprint two extensions of our December 1, 2001
build-out requirements to February 28, 2002. We have constructed and are
currently in the testing phase for four sites located in a portion of a
market in Nebraska. Due to issues beyond our control, these sites are not yet
operational, but we expect them to be operational by February 28, 2002.

         Amounts related to the Sprint management agreements for the three
months ended December 31, 2001 and December 31, 2000 are as follows (in
thousands):
<TABLE>
<CAPTION>

                                                                                        Three Months Ended
                                                                             December 31,          December 31,
                                                                                 2001                  2000
                                                                           ------------------    ------------------
<S>                                                                        <C>                   <C>
       Amounts included in the Consolidated Statements of Operations:
          Cost of service                                                            $19,772                $4,078
          Cost of equipment                                                            6,954                 5,076
          Selling                                                                      3,833                   489
          General and administrative                                                      12                    14
</TABLE>

<TABLE>
<CAPTION>

                                                                             December 31,          September 30,
                                                                                 2001                  2001
                                                                           ------------------    ------------------
<S>                                                                        <C>                   <C>
        Amounts included in the Consolidated Balance Sheets:
          Inventory                                                                  $ 3,704               $ 3,379
          Accounts receivable due from Sprint PCS, net                                 5,162                 4,816
          Accounts payable due to Sprint PCS                                          12,856                10,306
</TABLE>


(5)        Property and Equipment

Property and equipment including construction in progress consists of the
following (in thousands):
<TABLE>
<CAPTION>

                                                                           December 31,          September 30,
                                                                               2001                  2001
                                                                        -------------------   -------------------
<S>                                                                     <C>                   <C>
Network assets                                                                  $  174,369            $  148,351
Computer equipment                                                                   3,592                 3,153
Furniture, fixtures, office equipment and
     leasehold improvements                                                          5,197                 4,170
                                                                        -------------------   -------------------
Total property and equipment                                                       183,158               155,674
Less accumulated depreciation and amortization                                     (28,451)              (22,067)
                                                                        -------------------   -------------------
Property and equipment, net                                                        154,707               133,607
Construction in progress (network build-out)                                        73,570                64,554
                                                                        -------------------   -------------------
Property and equipment including
      construction in progress, net                                             $  228,277            $  198,161
                                                                        ===================   ===================
</TABLE>


                                       8

<PAGE>

(6)      Intangible Assets, net

         Intangible assets consists of the following (in thousands):
<TABLE>
<CAPTION>


                                                                            December 31,      September 30,
                                                                                2001              2001
                                                                            ------------      -------------
<S>                                                                         <C>               <C>
Exclusive provider rights which arose with the issuance of
    warrants to Sprint                                                         $9,147           $ 9,147
Exclusive provider rights which arose with the purchase of assets in Michigan
    from Sprint                                                                 3,526             3,526
Exclusive provider rights which arose with the acquisition of the Iowa markets
    from Sprint (see Note 4)                                                   29,039            29,039
                                                                              -------           -------
Total intangible assets                                                        41,712            41,712
Less accumulated amortization                                                  (2,224)           (1,778)
                                                                              -------           -------
Intangible assets, net                                                        $39,488           $39,934
                                                                              =======           =======
</TABLE>

(7)      Deferred Gain on Tower Sales

On May 28, 1999, the Company signed a tower sale and leaseback agreement with
American Tower Corporation ("American Tower"). Under this agreement, the Company
was to locate sites for, develop and construct between sixty and eighty wireless
communication towers and then sell the towers to American Tower. The term of
this agreement was set to expire at the earlier date of the final tower sale or
December 31, 2000. In November 2000, the agreement was amended to extend the
expiration date to February 28, 2001 for the sale of the first eighty towers and
to increase the sales price from $250,000 to $272,000 for any tower with an
extendable height of 249 feet.

On January 2, 2001, twelve towers were sold to American Tower for approximately
$3.4 million, resulting in a gain of approximately $1.6 million of which
approximately $0.5 million was recognized at the time of the sale and the
remainder was deferred and is being amortized as a reduction to rental expense
over the initial lease term of ten years. The sale of the first seven towers in
this transaction satisfied the terms of the agreement signed in 1999. The
remaining five towers were sold as individual tower sales to American Tower.

On June 29, 2001, the Company signed a tower sale and leaseback agreement with
Trinity Wireless Towers, Inc. ("Trinity"). Pursuant to this agreement, the
Company constructed and sold wireless communication towers to Trinity and leased
back a portion of these towers from Trinity. The agreement expired on December
31, 2001.

On June 29, 2001, the Company sold sixteen towers to Trinity for approximately
$4.8 million, resulting in a gain of approximately $2.1 million of which
approximately $1.0 million was recognized at the time of the sale and the
remainder was deferred and is being amortized as a reduction to rental expense
over the initial tower lease term of five years.

There were no tower sales in the three months ended December 31, 2001.

(8)      Deferred Rent

On December 29, 2000, the Company signed a build-to-suit agreement with Trinity
whereby the Company agreed to locate and obtain ground leases for tower sites
and deliver assignments of these leases to Trinity for at least seventy-five
towers located in Iowa and Nebraska. Trinity agreed to reimburse the Company for
site acquisition and development costs, build a tower at these sites, and to
purchase the site at the time of the commencement of the tower lease with
Trinity.

                                       9

<PAGE>

During the three months ended December 31, 2001, the Company entered into a
tower lease for one site under this agreement. The Company recorded
approximately $50,000 as deferred tower rent that will be amortized as a
reduction to rental expense over the life of the initial tower lease term of
five years. As of December 31, 2001, the Company has entered into leases for
forty-nine build-to-suit towers.

(9)      Income Taxes

Prior to July 12, 2000, the Predecessor Company operated as a limited liability
company ("LLC") and, as a result, its losses were included in the income tax
returns of its members. Therefore, the accompanying consolidated financial
statements do not include any income tax amounts prior to July 12, 2000.
Subsequent to July 12, 2000, the date of reorganization as discussed in Note 3,
the Company became a C Corporation and began accounting for income taxes in
accordance with SFAS No. 109, "Accounting for Income Taxes." No benefit for
federal income taxes has been recorded for the three months ended December 31,
2001, as the net deferred tax asset generated, primarily from temporary
differences related to the net operating loss carry forwards, is offset by a
full valuation allowance because it is not considered more likely than not that
these benefits will be realized due to the Company's limited operating history.
For the year ending September 30, 2002, management currently estimates that a
valuation allowance will be provided for the expected loss to be incurred.

(10)     Senior Secured Credit Facility

On January 12, 2001, as required under the terms of the Company's senior secured
credit facility, the Company entered into an interest rate cap agreement with a
counter party for a notional amount of $12.5 million to manage the interest rate
risk on the Company's variable rate debt. The agreement expires in three years
and caps the three-month LIBOR interest rate at 7.25%. For the three months
ended December 31, 2001, the Company recorded a gain of approximately $14,000
related to this derivative.

On February 23, 2001, the Company entered into an amendment to the senior
secured credit facility which included a consent to the expansion of its
territory to include the Iowa City and Cedar Rapids, Iowa markets as discussed
in Note 4 and which amended certain covenant definitions and requirements.

On June 29, 2001, the Company borrowed an additional $25.0 million under Tranche
B bringing the total borrowings to date to $50.0 million, the entire Tranche B
commitment. At December 31, 2001, the weighted average interest rate on these
borrowings was 5.81%.

On September 28, 2001, the Company entered into an amendment which included a
consent to the merger with AirGate as discussed in Note 13, and which amended
certain covenant definitions and requirements.

On December 20, 2001, the Company entered into an amendment which changed its
fiscal year end from a calendar year ending December 31 to a fiscal year ending
September 30. This became effective with our new fiscal year starting October 1,
2001.

Following our merger with AirGate, we proposed a new business plan for fiscal
year 2002 which would have violated the EBITDA loss covenants of the senior
secured credit facility in the second half of the fiscal year. On February 14,
2002, the Company entered into an amendment which provided relief under this
EBITDA loss covenant and modified certain other requirements. At December 31,
2001, the Company was in compliance with the covenants.


                                       10

<PAGE>

(11)       Stock Options

At December 31, 2001, the following is a summary of options granted and
outstanding:

                                                                      Weighted
                                                                       Average
                                                                       Exercise
                                                        Shares          Price
                                                     ----------      -----------
    Outstanding at September 30, 2001                 3,005,251         $5.11
    Granted                                                   -             -
    Exercised                                                 -             -
    Forfeited                                            (2,938)         5.28
    Converted to options to purchase
      AirGate common stock                           (3,002,313)         5.11
                                                     ----------      --------
    Outstanding at December 31, 2001                          -          $  -
                                                     ==========      ========

The Company applies Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees," and related interpretations to account for its
employee and director stock options. Compensation expense is determined as the
excess of the fair value of the Company's common stock at date of grant over the
exercise price. Based upon the then expected offering price of a planned initial
public offering in 2000, the Company recognized total unearned compensation
expense of approximately $8.3 million related to the grants made in July 2000.
This amount is being amortized as compensation expense over the vesting period
of the options. Under the iPCS long-term incentive plan, all employee and
non-employee options become 100% vested in the event of a change of control as
defined in the plan. The merger with AirGate as discussed in Note 13 met the
change of control conditions and at the date of the merger, each outstanding and
unexercised iPCS option was converted into a fully vested option to purchase
AirGate common stock. Total non-cash compensation expense for the remaining
amortization of these options was recorded in the three months ended December
31, 2001 and totaled approximately $4.0 million.

(12)       Supplemental Disclosure of Cash Flow Information
<TABLE>
<CAPTION>


                                                                       For the Three Months Ended
                                                                    December 31,          December 31,
                                                                         2001                 2000
                                                                 -------------------    -----------------
                                                                             (in thousands)
<S>                                                              <C>                    <C>
   Supplemental disclosure of cash flow information-
        Cash paid for interest                                         $   815                   $      -


   Supplemental schedule of noncash investing and
   financing activities:

        Accounts payable incurred for the acquisition of
         Property, equipment and construction in process                23,391                     16,610
        Capital lease obligations incurred for the
         acquisition of property and equipment                               -                        224
        Accrued dividends on redeemable preferred stock                 40,426                        996
        Accretion to the redemption amount of preferred
          stock                                                          7,198                         86
</TABLE>


                                       11

<PAGE>

(13)     Merger

On August 28, 2001, the Company signed an agreement and plan of merger with
AirGate, a Sprint PCS network partner, pursuant to which AirGate and the Company
combined in a tax-free stock for stock transaction on November 30, 2001. In
connection with the merger, AirGate issued to the former stockholders of iPCS
approximately 12.4 million shares of AirGate common stock and assumed options
and warrants to purchase approximately 1.1 million shares of AirGate common
stock. At the effective time of the merger, each issued and outstanding share of
the Company's common stock was converted into the right to receive approximately
0.1594 of a share of AirGate common stock, referred to as the exchange ratio.
All shares of the Company's preferred stock were converted into the Company's
common stock immediately prior to the effective time of the merger. At the
effective time of the merger, AirGate assumed each unexpired and unexercised
option and warrant to purchase shares of the Company's common stock and
converted it into an option or warrant to purchase AirGate common stock based on
one share of the Company's common stock equal to the exchange ratio of AirGate's
common stock. In addition, the exercise price per share of AirGate common stock
issuable under each converted option or converted warrant is equal to the per
share exercise price of the Company option or warrant divided by the exchange
ratio. The options became fully vested at the time of the merger and the
warrants will remain subject to the terms and conditions set forth in the
applicable warrant agreement.

                                       12

<PAGE>

(14)     Condensed Consolidating Financial Information

   The senior discount notes are fully, unconditionally, and jointly and
severally guaranteed by iPCS Wireless, Inc. and iPCS Equipment, Inc., which are
wholly-owned subsidiaries of iPCS, Inc. The following unaudited condensed
consolidating financial information as of December 31, 2001 and September 30,
2001 and for the three months ended December 31, 2001 and 2000 is presented for
iPCS, Inc., iPCS Wireless, Inc., and iPCS Equipment, Inc. (in thousands):

<TABLE>
<CAPTION>



                                                  iPCS       iPCS           iPCS
                                                   Inc.   Wireless, Inc.  Equipment, Inc. Eliminations  Consolidated

<S>                                               <C>        <C>             <C>          <C>           <C>

                                       Condensed Consolidated Balance Sheet
                                                December 31, 2001
                     Assets

Current Assets:

   Cash and cash equivalents                      $    307   $   9,282       $   355      $       -     $   9,944
   Accounts and other receivables, net                   -      16,733             -              -        16,733
   Intercompany receivables                        100,750           -             7       (100,757)            -
   Other current assets                                  9       8,349             -              -         8,358
                                                  --------   ---------       -------      ---------     ---------
      Total current assets                         101,066      34,364           362       (100,757)       35,035
   Property and equipment, net                           -     191,071        37,249            (43)      228,277
   Intangibles, net                                  8,425      31,063             -              -        39,488
   Intercompany receivables - long term            239,494      50,601         8,434       (298,529)            -
   Other non-current assets                          5,944       5,313             -              -        11,257
                                                  --------   ---------       -------      ---------     ---------
      Total assets                                $354,929   $ 312,412       $46,045      $(399,329)    $ 314,057
                                                  ========   =========       =======      =========     =========

      Liabilities, Redeemable Preferred Stock and Stockholder's Equity (Deficit)

Current Liabilities:
   Accounts payable                               $    137   $  56,013       $    93      $       -     $  56,243
   Intercompany payables                                 -     100,757             -       (100,757)            -
   Other current liabilities                             -       5,886             -              -         5,886
                                                  --------   ---------       -------      ---------     ---------
      Total current liabilities                        137     162,656            93       (100,757)       62,129
   Intercompany payables - long term                     -     247,928        50,601       (298,529)            -
   Long-term debt                                  160,038      50,000             -              -       210,038
   Other non-current liabilities                         -      12,178             -              -        12,178
                                                  --------   ---------       -------      ---------     ---------
      Total liabilities                            160,175     472,762        50,694       (399,286)      284,345
                                                  --------   ---------       -------      ---------     ---------

   Additional paid-in-capital                      192,850           -             -              -       192,850
   Accumulated stockholder's equity (deficit)        1,904    (160,350)       (4,649)           (43)     (163,138)
                                                  --------   ---------       -------      ---------     ---------
      Total stockholder's equity (deficit)         194,754    (160,350)       (4,649)           (43)       29,712
                                                  --------   ---------       -------      ---------     ---------
                                                  $354,929   $ 312,412       $46,045      $(399,329)    $ 314,057
                                                  ========   =========       =======      =========     =========

                                 Condensed Consolidated Statement of Operations
                                  For the three months ended December 31, 2001

Total revenues                                    $      -   $  40,367       $ 1,440      $  (1,440)    $  40,367
                                                  --------   ---------       -------      ---------     ---------
Operating expenses                                  (7,285)    (70,925)       (1,470)        (1,433)       78,247
                                                  --------   ---------       -------      ---------     ---------
Loss from operations                                (7,285)    (30,558)          (30)            (7)      (37,880)
                                                  --------   ---------       -------      ---------     ---------
Other income (expense)                               3,320     (10,451)       (1,266)            -         (8,397)
                                                  --------   ---------       -------      ---------     ---------
Loss before cumulative effect                       (3,965)    (41,009)       (1,296)            (7)      (46,277)
                                                  --------   ---------       -------      ---------     ---------
Cumulative effect                                    4,335           -             -              -         4,335
                                                  --------   ---------       -------      ---------     ---------
Net Loss                                          $    370   $ (41,009)      $(1,296)     $      (7)    $ (41,942)
                                                  ========   =========       =======      =========     =========

                                 Condensed Consolidated Statement of Cash Flows
                                  For the three months ended December 31, 2001

Operating activities, net                         $  1,935   $ (22,230)      $  (849)     $      (7)    $ (21,151)
                                                  --------   ---------       -------      ---------     ---------
Investing activities:
   Capital expenditures                                  -     (20,532)       (3,789)             7       (24,314)
   Other investing activities                            -         955             -              -           955
                                                  --------   ---------       -------      ---------     ---------
Investing activities, net                                -     (19,577)       (3,789)             7       (23,359)
                                                  --------   ---------       -------      ---------     ---------
Financing activities, net                           (1,934)     (2,801)        4,610              -          (125)
                                                  --------   ---------       -------      ---------     ---------
Increase (decrease) in cash and cash equivalents         1     (44,608)          (28)             -       (44,635)
                                                  --------   ---------       -------      ---------     ---------
Cash and cash equivalents at beginning of period       306      53,890           383              -        54,579
                                                  --------   ---------       -------      ---------     ---------
Cash and cash equivalents at end of period        $    307   $   9,282       $   355      $       -     $   9,944
                                                  --------   ---------       -------      ---------     ---------

</TABLE>



                                       13

<PAGE>

<TABLE>
<CAPTION>



                                                    iPCS       iPCS           iPCS
                                                     Inc.  Wireless, Inc. Equipment, Inc. Eliminations  Consolidated

                                       Condensed Consolidated Balance Sheet
                                                 September 30, 2001

                    Assets
<S>                                        <C>       <C>           <C>              <C>                  <C>
Current Assets:
   Cash and cash equivalents                       $    306   $  53,890       $   383      $       -     $  54,579
   Accounts and other receivables, net                    -      16,588             -              -        16,568
   Intercompany receivables                         102,050           -             4       (102,054)            -
   Other current assets                                 235       7,943             -              -         8,178
                                                   --------    --------       -------      ---------     ---------
       Total current assets                         102,591      78,401           387       (102,054)       79,325
   Property and equipment, net                            -     160,546        37,651            (36)      198,161
   Intangibles, net                                   8,549      31,385             -              -        39,934
   Intercompany receivables - long term             232,276      45,241         7,688       (285,205)            -
   Other non-current assets                           6,059       5,277             -              -        11,336
                                                   --------    --------       -------      ---------     ---------
       Total assets                                $349,475    $320,850       $45,726      $(387,295)    $ 328,756
                                                   ========    ========       =======      =========     =========

       Liabilities, Redeemable Preferred Stock and Stockholder's Equity (Deficit)

Current Liabilities:
   Accounts payable                                 $   739   $  31,360       $ 3,836      $       -     $  35,935
   Intercompany payables                                  -     102,054             -       (102,054)            -
   Other current liabilities                              -       4,749             -              -         4,749
                                                   --------    --------       -------      ---------     ---------
       Total current liabilities                        739     138,163         3,838       (102,054)       40,684
   Intercompany payables - long term                      -     239,964        45,241       (285,205)            -
   Long-term debt                                   158,336      50,000             -              -       208,336
   Other non-current liabilities                          -      12,067             -              -        12,067
                                                   --------    --------       -------      ---------     ---------
       Total liabilities                            159,075     440,194        49,077       (387,259)      261,087
                                                   --------    --------       -------      ---------     ---------
   Redeemable preferred stock                       121,548           -             -              -       121,548

   Common stock                                         449           -             -              -           449
   Additional paid-in-capital                        70,853           -             -              -        70,853
   Unearned stock option compensation                (3,985)          -             -              -        (3,985)
   Accumulated stockholder's equity (deficit)         1,535    (119,344)       (3,351)           (36)     (121,196)
                                                   --------    --------       -------      ---------     ---------
       Total stockholder's equity (deficit)          68,852    (119,344)       (3,351)           (36)       53,879
                                                   --------   ---------       -------      ---------     ---------
                                                   $349,475   $ 320,850       $45,726      $(387,295)    $ 328,756
                                                   ========   =========       =======      =========     =========

                                           Condensed Consolidated Statement of Operations
                                            For the three months ended December 31, 2000

Total revenues                                     $      -   $   9,615       $     -      $       -     $   9,615
                                                   --------    --------       -------      ---------     ---------
Operating expenses                                   (3,151)    (22,905)          (28)             -       (26,084)
                                                   --------    --------       -------      ---------     ---------
Loss from operations                                 (3,151)    (13,290)          (28)             -       (16,469)
                                                   --------    --------       -------      ---------     ---------
Other income (expense)                                4,441      (7,610)         (517)             -        (3,686)
                                                   --------    --------       -------      ---------     ---------
Net income (loss)                                  $  1,290   $ (20,900)      $  (545)     $       -     $ (20,155)
                                                   ========   =========       =======      =========     =========

                                           Condensed Consolidated Statement of Cash Flows
                                           For the three months ended December 31, 2000

Operating activities, net                          $  9,338   $ (17,578)      $(1,892)     $       -     $ (10,132)
                                                   --------    --------       -------      ---------     ---------
Investing activities:
    Capital expenditures                                  -     (22,777)       (3,022)             -       (25,799)
    Other investing activities                            -       3,536             -              -         3,536
                                                   --------    --------       -------      ---------     ---------
Investing activities, net                                 -     (19,241)       (3,022)             -       (22,263)
                                                   --------    --------       -------      ---------     ---------
Financing activities, net                            (9,415)     95,692         3,843              -        90,120
                                                   --------    --------       -------      ---------     ---------
Increase (decrease) in cash and cash equivalents        (77)     58,873        (1,071)             -        57,725
Cash and cash equivalents at beginning of period        379     106,414         1,440              -       108,233
                                                   --------    --------       -------      ---------     ---------
Cash and cash equivalents at end of period         $    302   $ 165,287       $   369      $       -     $ 165,958
                                                   --------    --------       -------      ---------     ---------
</TABLE>



                                       14

<PAGE>

                Item 2. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

         Statements contained herein regarding expected financial results and
other planned events, including but not limited to, anticipated liquidity, churn
rates, ARPU (as defined below), decreases in roaming rates, EBITDA (as defined
below), capital expenditures and other statements that include words such as
"anticipate," "believe," "estimate," "expect," "intend," "plan," "seek" and
similar expressions are forward-looking statements that involve risk and
uncertainties. Actual future events or results may differ materially from these
statements. Readers are referred to the documents filed by us with the
Securities and Exchange Commission, specifically the most recent filings which
identify important risk factors that could cause actual results to differ from
those contained in the forward-looking statements, including:

         o  the ability to successfully integrate the businesses of AirGate and
            iPCS;
         o  the competitiveness and impact of Sprint PCS' pricing plans,
            products and services;
         o  customer quality;
         o  the ability of Sprint to provide back office, customer care and
            other services;
         o  customer purchasing patterns;
         o  potential fluctuations in quarterly results;
         o  an adequate supply of infrastructure and subscriber equipment;
         o  risks related to future growth and expansion;
         o  rates of penetration in the wireles industry;
         o  the potential need for additional sources of liquidity;
         o  anticipated future losses;
         o  our significant level of indebtedness;
         o  adequacy of bad debt and other reserves; and
         o  the potential to experience a high rate of customer turnover.

         These and other applicable risks are summarized under the captions
"Factors That May Affect Operating Results and Liquidity" included in this Item
2 - Management's Discussion and Analysis of Financial Condition and Results of
Operations" of this Form 10-Q and "Investment Considerations" included under
Item 5 - Other Information of this Form 10-Q and elsewhere in this report.

Overview

         On January 22, 1999, we entered into a management and related
agreements with Sprint whereby we became the Sprint PCS network partner with the
exclusive right to market 100% digital PCS wireless products and services
under the Sprint and Sprint PCS brand names in fifteen markets in Illinois and
Iowa. The Sprint agreements were amended in March 2000 to add twenty additional
markets. On February 28, 2001, the Sprint agreements were amended to add the
Iowa City and Cedar Rapids, Iowa markets to our territory. With these two
amendments, the size of our territory was increased from a total population of
2.8 million residents to a total population of 7.4 million residents.

         We are a wholly-owned subsidiary of AirGate PCS, Inc., which acquired
us on November 30, 2001. As required by the terms of our and AirGate's
outstanding indebtedness, we conduct our business as a separate entity from
AirGate.

         Under the Sprint agreements, we manage our network on Sprint PCS'
licensed spectrum as well as use the Sprint and Sprint PCS brand names royalty
free during our PCS affiliation with Sprint. We also have access to Sprint PCS'
national marketing support and distribution programs and are generally entitled
to buy network and customer equipment and handsets at the same discounted rates
offered by vendors to Sprint PCS based on its large volume purchases. In
exchange for these and other benefits, we are entitled to receive 92% and Sprint
is entitled to retain 8% of collected service revenues from customers in our
territories. We are entitled to 100% of revenues collected from the sale of
handsets and accessories and on roaming revenues received when Sprint PCS
customers from a different territory make a wireless call on our PCS network.

         Since the date of inception, we have incurred substantial costs to
negotiate the Sprint agreements and our debt and equity financing, to
design, engineer and build-out our network

                                       15

<PAGE>

and to open our retail stores. We launched service in our first two markets in
December 1999, and in 2000, we launched service in sixteen additional markets.
In the nine months ended September 30, 2001, we launched service in eleven
markets, including two markets previously launched by Sprint. In the three
months ended December 31, 2001, we launched service in three additional markets.
By the end of the second fiscal quarter of 2002, we anticipate launching our
remaining five markets in Nebraska, at which time we will provide service in all
of our markets.

         The following table sets forth the location, megahertz of spectrum,
estimated population, and date of actual or expected launch of commercial Sprint
PCS service in each of the markets that comprise our territory.

         The number of our customers in each of our launched markets varies
based upon the total population of the market, how long the markets have been
launched, and the extent and success of our marketing efforts to date in such
markets. Our Sprint PCS agreements require us to cover a minimum percentage of
the resident population in our territory within specified time periods. Our
expected commercial launch of network coverage is scheduled to occur prior to
launch dates required by our Sprint agreements, as extended.


                                       16

<PAGE>
<TABLE>
<CAPTION>


           iPCS Basic                  MHz         Population (1)       Market Launch
         Trading Areas                                                    Date (2)
<S>                                   <C>          <C>                 <C>
Grand Rapids, MI                       30             1,060,600         November 2000
Saginaw-Bay City, MI                   30               634,100         November 2000
Peoria, IL                             10               464,600            March 2000
Davenport, IA and Moline, IL           30               430,500         December 1999
Cedar Rapids, IA (3)                   30               285,700            March 2001
Springfield, IL                        10               267,200         February 2000
Waterloo-Cedar Falls, IA               30               259,600            March 2001
Omaha (Partial), NE (4)                30               248,800         February 2002
Decatur-Effingham, IL                  10               247,600             June 2000
Traverse City, MI                      30               241,000              May 2001
Bloomington, IL                        10               234,100         December 1999
Muskegon, MI                           30               223,100         November 2000
Champaign-Urbana, IL                   10               221,100             June 2000
Dubuque, IA                            30               177,800            March 2001
Des Moines, IA (Partial) (4)           30               170,900         December 2001
LaSalle-Peru-Ottawa-Streator, IL       20               152,300             June 2000
Grand Island-Kearney, NE               30               147,100         February 2002
Clinton, IA and Sterling, IL           30               146,600        September 2000
Burlington, IA                         30               136,400             June 2001
Kankakee, IL                           20               135,600             June 2000
Mount Pleasant, MI                     30               130,700             June 2001
Fort Dodge, IA                         30               126,400         December 2001
Iowa City, IA (3)                      30               125,400            March 2001
Ottumwa, IA                            30               123,400             June 2001
Mount Vernon-Centralia, IL             30               121,900        September 2000
Mason City, IA                         30               115,500         December 2001
Danville, IL                           20               110,700        September 2000
Norfolk, NE                            30               110,600         February 2002
Lincoln, NE (Partial) (4)              30                98,300         February 2002
Galesburg, IL                          10                73,500             June 2000
Hastings, NE                           30                71,700         February 2002
Jacksonville, IL                       10                70,500        September 2000
Mattoon, IL                            10                62,600        September 2000
Lansing, MI (Partial) (4)              30                61,900            March 2001
Marshalltown, IA                       30                56,600        September 2001
Battle Creek, MI (Partial) (4)         30                54,600            March 2001
St. Louis, MO (Partial) (4)            30                46,700         February 2000
                                                      ---------
Total                                                 7,445,700
                                                      =========
</TABLE>

----------------------------
(1) Based on 2000 estimates compiled by Kagan's Wireless Telecom Atlas &
Databook, 2001 Edition, as reported per individual basic trading area.

(2) Expected commercial launch dates for these markets may change based on a
number of factors, including shifts in populations, target markets or network
focus, changes or advances in technology, acquisition of other markets and
delays in network build-out.

(3) These markets represent the Iowa option territory acquired by us on February
28, 2001, which markets were previously launched by Sprint PCS in February 1997.

(4) Territory covered by our Sprint PCS management agreements do not comprise a
complete basic trading area.


                                       17

<PAGE>

Significant Accounting Principles

         We rely on the use of estimates and make assumptions that impact our
financial condition and results. These estimates and assumptions are based on
historical results and trends as well as our forecasts as to how these might
change in the future. Some of the most critical principles that might materially
impact our results include:

Valuation of Accounts Receivable and Inventories:

         Reserve for Doubtful Accounts - Estimates are used in determining our
allowance for bad debt and are based on our historical collection experience,
current trends, credit policy and on a percentage of our accounts receivables by
aging category. In determining these percentages, we look at historical
write-offs of our receivables and our history is limited. We also look at
current trends in the credit quality of our customer base as well as changes in
the credit policies. Under the Sprint PCS service plans, customers who do not
meet certain credit criteria can nevertheless select any plan offered, subject
to an account spending limit, referred to as ASL, to control credit exposure.
Account spending limits range from $125 to $200 depending on the credit quality
of the customer. Prior to May 2001, all of these customers were required to make
a deposit ranging from $125 to $200 that could be credited against future
billings. In May 2001, the deposit requirement was eliminated on certain, but
not all, credit classes ("NDASL"). As a result, a significant amount of our new
customer additions have been under the NDASL program. The NDASL program has been
replaced by the "Clear Pay" program, which reinstated the deposit requirement
for the lowest credit class and features increased back office controls with
respect to credit collection efforts. We anticipate the implementation of the
deposit for all new sub-prime customers on the Clear Pay program by the end of
February and we believe that this policy will reduce our future bad debt
exposure. If the deposit is not reimplemented or our estimates are insufficient
for any reason, our operating income, EBITDA and available cash would be
reduced.

         Reserve for First Payment Default Customers - We reserve a portion of
our new customers and related revenues for those customers that we anticipate
will never pay a bill. Using historical information of the percentage of
customers whose service was cancelled for non-payment without ever making a
payment, we estimate the number of customers activated in the current period
that will never pay a bill. For these customers, we record a reserve for their
monthly revenues that will never be collected and as a result, these customers
are not included in our churn calculation. We anticipate that the requirement of
a deposit for sub-prime customers activating on the Clear Pay program will
reduce the number of first payment default customers for which we will need to
record a reserve and will reduce customer churn. If the estimate for first
payment default customers is inadequate, our operating income, EBITDA and
available cash would be reduced.

         Reserve for Obsolete/Excess Inventory - We currently record a reserve
for obsolete or excess handset inventory for models that are no longer
manufactured. With the migration to a 1XRTT network, we will need to continue to
monitor the depletion of our current inventory levels. If we do not

                                       18

<PAGE>

deplete the inventory that is not capable of providing 1XRTT services prior to
our complete rollout of 1XRTT, we may have to record a reserve for any remaining
obsolete or excess inventory due to lower realizable retail prices on those
handsets. If the estimate for obsolete or excess inventory is understated, our
operating income and EBITDA would be reduced.

Revenue Recognition

         We record equipment revenue for the sale of handsets and accessories to
customers in our retail stores and to local resellers in our territories. We do
not record equipment revenue on handsets and accessories purchased by our
customers from national resellers such as Radio Shack, Best Buy and Circuit City
or directly from Sprint. Our customers pay an activation fee when they initiate
service. We defer this activation fee and record activation fee revenue over the
average life of our customers which we estimate to be 30 months. We recognize
service revenue from our customers as they use the service. Additionally, we
provide a reduction of recorded revenue for billing adjustments and billing
corrections.

Goodwill and Intangibles

         Purchase price accounting requires extensive use of accounting
estimates and judgments to allocate the purchase price to the fair market value
of the assets and liabilities purchased. We have engaged a nationally recognized
valuation expert to assist in our final allocation of the purchase price for the
recording of the fair value of the assets and liabilities acquired in our
purchase of the Iowa City and Cedar Rapids, Iowa markets from Sprint in February
2001. In our preliminary allocation, a portion of the purchase price was
allocated to an intangible asset for the right to be the exclusive provider of
Sprint PCS services in these two markets. A finite useful life was assigned to
this asset. Our final purchase allocation may include an allocation of some of
the purchase price to goodwill.

         Effective October 1, 2001, we adopted SFAS No. 142, "Goodwill and Other
Intangible Assets," which requires nonamortization of goodwill and intangible
assets that have indefinite lives and annual tests of impairment of those
assets. SFAS No. 142 also provides specific guidance about how to determine and
measure goodwill and intangible asset impairment, and requires additional
disclosure of information about goodwill and other intangible assets. Goodwill
and intangible assets acquired after June 30, 2001 are subject to the
nonamortization provisions of this statement.

         One of the evaluating factors in assessing goodwill impairment is a
company's stock price. The market price for the common stock of our parent
company, AirGate, has decreased significantly since December 31, 2001. As a
result, a goodwill and intangible asset impairment evaluation will have to be
made in the future by AirGate and by us and may result in a charge to earnings
for any writedowns of our intangible assets and goodwill.

Results of Operations

         For the three months ended December 31, 2001 compared to the three
months ended December 31, 2000:

         Terms such as customer additions, average revenue per user, churn and
cost per gross addition are metrics used in the wireless telecommunications
industry. None of these terms are measures of financial performance under
generally accepted accounting principles in the United States.

     Customer Additions

         As of December 31, 2001, we provided personal communication services to
163,514 customers compared to 46,773 customers as of December 31, 2000, an
increase of 116,741 customers. We do not include in our customer base an
estimate of first payment default customers. The increase in net customers
acquired since December 31, 2000 is attributable to having more of our markets
launched during that period, new customers attracted from other wireless
carriers and increased demand for wireless services in the United States.

     Average Revenues Per User (ARPU)

         An important operating metric in the wireless industry is average
revenue per user (ARPU). ARPU summarizes the average monthly service revenue per
customer, excluding roaming. ARPU is computed by dividing service revenue by the
average subscribers for the period, which is net of an adjustment for first
payment default customers. For the three months ended December 31, 2001, ARPU
was $55. For the three months ended December 31, 2000,

                                       19

<PAGE>

ARPU was $50. The increase in ARPU primarily resulted from customers selecting
rate plans with higher monthly recurring charges.

     Churn

         Churn is the monthly rate of customer turnover expressed as a
percentage of the average customer base. Churn is computed by dividing the
number of customers that both voluntarily and involuntarily discontinued service
during the month, net of 30 day returns and an adjustment for estimated first
payment default customers, by the average customer base for the period. Churn
for the three months ended December 31, 2001 was 2.6% compared to 2.1% for the
three months ended December 31, 2000. The increase in churn is a result of an
increase in the number of sub-prime credit quality customers we added whose
service was involuntarily discontinued during the period.

     Cost Per Gross Addition

         Cost Per Gross Addition (CPGA) summarizes the average cost to acquire
new customers during the period. CPGA is computed by adding the income statement
components of selling and marketing, cost of equipment and activation costs
(which are included as a component of cost of service) and reducing that amount
by the equipment revenue recorded. That net amount is then divided by the total
new customers acquired during the period reduced for the reserve for first
payment default customers. CPGA was $314 for the three months ended December 31,
2001 compared to $390 for the three months ended December 31, 2000. The higher
number of total new customers acquired in the three months ended December 31,
2001 compared to the year earlier period leveraged down the fixed costs of
selling such as store costs and advertising over a greater number of customers.

     Revenues

         For the three months ended December 31, 2001, service revenue and
equipment and other revenue were $23.9 million and $2.4 million, respectively,
compared to $5.1 million and $1.0 million, respectively, for the same period in
2000, an increase of $18.8 million and $1.4 million, respectively. The increase
is attributable primarily to the launch of additional markets and a larger
customer base. Service revenue consists of monthly recurring access and feature
charges and monthly non-recurring charges for local, long distance and roaming
airtime usage in excess of the pre-subscribed usage plan. Equipment revenue is
derived from the sale of handsets and accessories from our Sprint PCS stores,
net of sales incentives, rebates and an allowance for returns. Our handset
return policy allows customers to return their handsets for a full refund within
14 days of purchase. When handsets are returned to us, we may be able to reissue
the handsets to customers at little additional cost to us. However, when
handsets are returned to Sprint for refurbishing, we receive a credit from
Sprint PCS, which is less than the amount we originally paid for the handset.

         Roaming revenue was $14.1 million for the three months ended December
31, 2001, compared to $3.6 million for the three months ended December 31, 2000,
an increase of $10.5 million. The increase is attributable to greater network
build-out in our territory and a larger customer base for Sprint and its other
PCS network partners. We receive roaming revenue at a per-minute rate from
Sprint or another Sprint PCS network partner when Sprint PCS customers outside
of our territory use our network. We had an agreement with Sprint PCS that fixed
this per minute reciprocal rate at $0.20 through December 31, 2001. For the
three months ended December 31, 2001, such roaming revenue was $13.7 million, or
97% of the roaming revenue recorded in the period. For the three months ended
December 31, 2000, roaming revenue from Sprint PCS customers outside our
territory was $3.5 million, also 97% of the roaming revenue recorded in the
period. We also receive non-Sprint PCS roaming revenue when subscribers of other
wireless service providers who have roaming agreements with Sprint roam on our
network.

                                       20

<PAGE>

         On April 27, 2001, we and Sprint announced that we had reached an
agreement in principle to reduce the reciprocal roaming rate exchanged between
Sprint and us for customers who roam into the other party's, or another network
partner's territory. This agreement does not impact us prior to January 1, 2002.
Under the agreement in principle, the roaming rate with respect to calendar 2002
will not be less than $0.10 per minute. For calendar year 2003 and beyond, the
details of the agreement in principle have not yet been finalized. Depending on
the details of the final agreement, the reciprocal roaming rate may be
less than the rate charged in 2002. The reduction in revenues from any rate
decrease will be partially offset by a lower cost of roaming expense.

     Cost of Service and Roaming

         The cost of service and roaming was $31.3 million for the three months
ended December 31, 2001, compared to $7.0 million for the three months ended
December 31, 2000, an increase of $24.3 million. Cost of service and roaming
consists primarily of roaming expense when our customers place calls on
Sprint's network and costs to support our customer base including: (i)
network operating costs (including salaries, cell site lease payments, fees
related to the connection of our switches to the cell sites that they support,
interconnect fees and other expenses related to network operations), (ii) back
office services provided by Sprint PCS such as customer care, billing and
activation, (iii) the 8% of collected service revenue representing the Sprint
affiliation fee, (iv) bad debt related to uncollectible accounts receivable and
(v) long distance expense relating to inbound roaming revenue and our own
customer's usage. The increase in cost of service is due to an increased
customer base and a larger in-service network.

         Roaming expense included in the cost of service and roaming was $10.4
million during the three month period ended December 31, 2001, compared to $1.8
million for the same period in 2000, an increase of $8.6 million resulting from
the substantial increase in our customer base. As discussed above, the per
minute rate we pay Sprint when our customers roam onto the Sprint PCS
network will decrease beginning January 1, 2002. The increased roaming expense
resulting from increasing customer levels will be partially offset by the lower
per minute rate paid to Sprint.

         We were supporting 163,514 customers at December 31, 2001, compared to
46,773 customers at December 31, 2000. At December 31, 2001, our network
consisted of 507 active cell sites and two active switches compared to 238
active cell sites and one active switch at December 31, 2000. There were
approximately 65 employees performing network operations functions at December
31, 2001, compared to 30 employees at December 31, 2000. The Sprint affiliation
fee totaled $2.0 million in the three months ended December 31, 2001, compared
to $0.4 million for the three months ended December 31, 2000, a $1.6 million
increase related to the growth in service revenues.

     Cost of Equipment

         Cost of equipment was $7.0 million for the three months ended December
31, 2001, and $5.1 million for the three months ended December 31, 2000, an
increase of $1.9 million. The increase in cost of equipment, which includes the
cost of handsets and accessories was due primarily to the increase in new
customer additions from our launched markets. The costs of handsets exceeds the
amount received from customers because we subsidize the price of handsets to
remain competitive in the marketplace.

     Selling and Marketing

         We incurred selling expenses of $12.5 million during the three months
ended December 31, 2001, compared to $5.1 million for the three months ended
December 31, 2000, an increase of $7.4 million. These amounts include retail
store costs such as salaries and rent in addition to promotion advertising and
commission costs. Also included are handset subsidies on units sold by third
parties for which we do not record revenue. The increase in costs as compared to
the quarter ended December 31, 2000 is due substantially to the launching of
twelve markets and to

                                       21

<PAGE>

the addition to our territory of two markets previously launched by Sprint PCS.
At December 31, 2001, there were approximately 200 employees performing sales
and marketing functions, compared to 105 employees at December 31, 2000. A net
32,438 customers were added in the three months ended December 31, 2001,
compared to 21,623 net customers added in the three months ended December 31,
2000.

     General and Administrative

         For the three months ended December 30, 2001, we incurred general and
administrative expenses of $16.7 million, compared to $4.6 million for the three
months ended December 31, 2000, an increase of $12.1 million. Included in
general and administrative costs are administrative salaries and bonuses,
employee benefit costs, legal fees, insurance expense and other professional
service fees. Also included for the three months ended December 31, 2001 are
$15.0 million of merger related expenses. During the three months ended December
31, 2000, we recorded approximately $1.3 million of expenses related to a
planned initial public offering of stock that did not occur in 2000. The
remaining fluctuation in general and administrative expenses from the first
quarter of 2001 compared to the same quarter in the prior year is due to an
increase in personnel and other corporate infrastructure associated with our
growth.

     Non-cash Stock Option Compensation

         During the three months ended December 31, 2001, we recorded non-cash
compensation expense of approximately $4.0 million related to the remaining
amortization of the deferred compensation expense associated with the stock
options granted in July 2000. These options became fully vested at the time of
the merger. For the three months ended December 31, 2000, we recorded
approximately $.5 million in non-cash compensation expense.

     Depreciation and Amortization

         For the three months ended December 31, 2001, depreciation expense
increased to $6.4 million, compared to approximately $2.9 million for the three
months ended December 31, 2000, an increase of $3.5 million. The increase in
depreciation expense is due to assets placed in service for fourteen additional
markets since December 31, 2000. We incurred capital expenditures of $24.3
million in the three months ended December 31, 2001, compared to capital
expenditures of $25.8 million for the three months ended December 31, 2000.

      Amortization of Intangible Assets

         Amortization of intangible assets relates to the amounts recorded in
July 2000 for the right to provide Sprint PCS service in twenty additional Iowa,
Nebraska and Michigan markets and in February 2001 for the right to provide
Sprint PCS service in the Iowa City and Cedar Rapids, Iowa markets. For the
three months ended December 31, 2001, we recorded approximately $0.5 million of
amortization expense compared to approximately $0.2 million for the three months
ended December 31, 2000. The increase is due to the amortization expense related
to the intangible recorded for the two Iowa markets in February 2001.

     Interest Income

         For the three months ended December 30, 2001, interest income was $0.2
million compared to $1.5 million for the three months ended December 31, 2000, a
decrease of $1.3 million. Interest income decreased due to a decrease in our
cash and cash equivalents balance to fund our operating expenses and network
build-out.

                                       22

<PAGE>

     Interest Expense

         For the three months ended December 31, 2001, interest expense was $5.1
million, net of capitalized interest of approximately $2.3 million, compared to
interest expense of approximately $5.5 million, net of capitalized interest of
approximately $1.5 million, for the three months ended December 31, 2000. The
increase in interest expense in the three months ended December 31, 2001 is the
result of additional borrowings on our current senior secured credit facility.

     Other Income (Expense), Net

         Other income (expense) is principally comprised of gain on tower sales.
We did not sell any towers during the three months ended December 31, 2001.
During the three months ended December 31, 2000, we recorded a loss of
approximately $3.5 million for site acquisition costs for sites that were either
not feasible or not necessary for our network build-out. For the three months
ended December 31, 2000, we sold eighteen towers to American Tower for $4.8
million, resulting in a total gain of approximately $1.7 million, of which
approximately $0.3 million was recognized and the remainder is being amortized
over the initial lease term of ten years.

     Cumulative Effect of a Change in Accounting Principle

         In connection with our merger with AirGate, we recorded a cumulative
effect of a change in our accounting for our senior secured notes to reflect our
change to another acceptable methodology of the effective interest method under
generally accepted accounting principles in the United States, to mirror the
methodology used by our parent, AirGate. The cumulative effect reduced our
accumulated deficit by approximately $4.3 million.

     Net Loss

         For the three months ended December 31, 2001, our net loss was
approximately $41.9 million, an increase of $21.7 million over a net loss of
$20.2 million for the three months ended December 31, 2000. The increase in net
loss was due primarily to merger expenses of $15.0 million and non-cash
compensation of $4.0 million, as well as the result of increased operating
expenses associated with maintaining a larger customer base and a larger network
along with significantly higher customer additions. Additionally, higher
depreciation expense for a larger in-service network coupled with increased
interest expense related to our debt was recorded during the first fiscal
quarter of this year than in the prior year. The increase in operating expenses
was partially offset by increased service, equipment and other revenues and a
cumulative effect of a change in accounting principle of approximately $4.3
million to reflect our change to the methodology used by our parent, AirGate,
in amortizing interest on our senior secured notes. For the three months ended
December 31, 2000, our net loss was caused primarily by cost of services
exceeding service revenues and costs associated with handset subsidies, selling,
general and administrative expense, depreciation and amortization associated
with the markets launched in 1999 and 2000. We also recorded approximately $1.3
million of expenses related to a planned initial public offering of stock that
did not occur in 2000.

Income Taxes

         Prior to July 12, 2000, our predecessor operated as a limited liability
company and, as a result, our losses were included in the income tax returns of
our members. Subsequent to July 12, 2000, the date of reorganization as
discussed in the notes to our financial statements, we became a C Corporation
and began accounting for income taxes in accordance with SFAS No. 109,
"Accounting for Income Taxes." No benefit for federal income taxes has been
recorded for the periods ended December 31, 2001 and December 31, 2000 as the
net deferred tax asset generated, primarily from temporary differences related
to the net operating loss carry forwards, is offset by

                                       23

<PAGE>

a full valuation allowance because it is not considered more likely than not
that these benefits will be realized due to our losses since inception.

Liquidity and Capital Resources

         As of December 31, 2001, we had $9.9 million in cash and cash
equivalents, compared to $54.6 million in cash and cash equivalents at September
30, 2001. Our net working capital deficit was $27.1 million at December 31,
2001, compared to working capital of $38.6 million at September 30, 2001.

     Net Cash Used in Operating Activities

         Net cash used in operating activities was approximately $21.2 million
for the three months ended December 31, 2001 and was approximately $10.1 million
for the three months ended December 31, 2000. Cash used in operating activities
was primarily attributable to operating losses offset by depreciation and
amortization expense, non-cash interest, non-cash compensation expense and
working capital needs.

     Net Cash Used In Investing Activities

         Net cash used in investing activities was approximately $23.4 million
for the three months ended December 31, 2001 and approximately $22.3 million for
the three months ended December 31, 2000. The expenditures related primarily to
the purchase of our network infrastructure equipment, offset partially with the
proceeds from tower sales in 2000.

     Net Cash Provided By Financing Activities

         Net cash used in financing activities was approximately $0.1 million
for the three months ended December 31, 2001 and consisted primarily of debt
issuance costs. Net cash provided by financing activities during the quarter
ended December 31, 2000 was approximately $90.1 million and consisted primarily
of debt borrowings and cash provided by the proceeds from the sale of our series
A-2 redeemable convertible preferred stock offset with debt financing costs.

     Liquidity

         At December 31, 2001, we had $9.9 million of cash and cash equivalents
and total availability under our senior secured credit facility of $90.0
million. By September 2003, we expect that our customer base will have increased
to a size sufficient for us to generate net free cash flow (earnings before
interest, taxes, depreciation, amortization, plus non-cash stock option expense
less capital expenditures and cash interest payments). We expect our free cash
flow after September 2003 will be sufficient to meet the cash requirements of
the business including; capital expenditures, cash interest and working capital
needs. Based on internal projections and the current condition and trends of our
business and industry, we anticipate that from January 1, 2002, until we become
a net generator of cash (free cash flow positive) in the three months ended
September 30, 2003, a portion of the $99.9 million of cash and cash equivalents
and availability under the senior secured credit facility will be utilized as
follows (amounts in millions):

                                       24

<PAGE>
<TABLE>
<CAPTION>

At December 31, 2001:
<S>                                                                               <C>
    Cash and cash equivalents                                                                 $9.9
    Borrowing availability under senior secured credit facility                               90.0
                                                                                             -----
Total available cash at December 31, 2001                                                    $99.9
                                                                                             -----


Estimated sources (uses) from January 1, 2002 to June 30, 2003:
     EBITDA (Earnings before interest,
          taxes, depreciation and amortization)                                   ($18.0) - ($20.0)
     Sale of tower assets                                                              10.0 - 12.0
     Capital expenditures                                                           (45.0) - (46.0)

     Cash interest payments                                                           (8.0) - (9.0)
     Working capital requirements                                                    (9.0) - (10.0)
                                                                                  ----------------
Estimated net uses                                                                ($72.0) - ($73.0)
                                                                                  ----------------

Estimated cash available at September 30, 2003                                       $27.0 - $28.0
                                                                                  ================

</TABLE>

Factors That May Affect Operating Results and Liquidity

         In addition to the Investment Considerations included herein, the
following risk factors could materially and adversely affect our future
operating results and could cause actual events to differ materially from those
predicted in forward-looking statements related to our business.

         We may not be able to sustain our growth or obtain sufficient revenue
to achieve and sustain profitability. We incurred EBITDA (earnings before
interest, taxes, depreciation and amortization) losses of $27.0 million in the
three months ended December 31, 2001. Our business projections reflect
continuing growth in our subscriber base and a reduction and eventual
elimination of EBITDA losses as the cash flow generated by the growing
subscriber base exceeds costs incurred to acquire new customers. If we acquire
too many new customers, the upfront costs to acquire those customers (including
the handset subsidy, commissions and promotional expenses) may result in greater
EBITDA losses in the near term but higher cash flows in later periods.
Conversely, if there is a slowdown in new subscriber growth in the wireless
industry, we may acquire fewer new customers, which would result in lower EBITDA
losses in the near term but lower cash flows in later periods.

         We may experience a higher churn rate than our historical churn rate.
Our average customer monthly churn (net of 30 day returns and a reserve for
first payment default customers) for the three months ended December 31, 2001
was slightly 2.6%. This rate of churn was higher than our historical average and
is expected to increase slightly into 2002 before declining in the second half
of calendar 2002. If the rate of churn was not to decline as expected or was to
increase materially above its current levels and remain there, we would lose the
cash flow attributable to these customers and have greater EBITDA losses.

         We may not be able to reinstate the deposit requirement for new
sub-prime credit customers. We have requested that Sprint reinstate a customer
deposit for all sub-prime customers acquired after February 24, 2002. Sprint has
indicated its willingness to make the required program changes to effect the
deposit requirement for sub-prime customers (which was present in all of our
distribution channels until May 2001, when Sprint introduced No

                                       25

<PAGE>

Deposit Account Spending Limits (NDASL)). As of December 31, 2001, approximately
38% of our 163,514 customers had a credit rating placing them in the sub-prime
category. In addition, because Sprint does not plan to reinstate a deposit in
its markets, we may experience difficulty in implementing a deposit requirement
in national third party retailers in our territory. Our inability to collect a
deposit from sub-prime customers may result in a higher rate of customer churn
and additional bad debt expense than our business plan projects.

         We may receive a significantly lower roaming rate in 2003 and
thereafter. We are paid a fee from Sprint for every minute that a Sprint PCS
subscriber based outside of our territory uses our network; we refer to such
fees as roaming revenue. Similarly, we pay a fee to Sprint for every minute that
our customers use the Sprint PCS network outside of our markets; we refer to
such fees as roaming expense. Under our original agreements with Sprint, Sprint
had the right to change the reciprocal roaming rate exchanged for customers who
roam into the other party's or another network partner's network. We have an
agreement with Sprint PCS that fixed this per minute reciprocal rate at $0.20
per minute of use through December 31, 2001. On April 27, 2001, we and Sprint
PCS announced that we had reached an agreement in principle to reduce the
reciprocal roaming rate exchanged between Sprint PCS and us for customers who
roam into the other party's, or another network partner's, territory. Under the
agreement in principle, the roaming rate for calendar year 2002 will not be less
than $0.10 per minute. For calendar year 2003 and beyond, the details of the
agreement in principle have not yet been finalized. Depending on the details of
the final agreement, the reciprocal roaming rate may be significantly less than
the rate charged in 2002. While a much lower roaming rate would significantly
reduce the roaming revenue we receive, it would also significantly reduce the
roaming expense we pay to Sprint PCS. The ratio of roaming revenue to expense
for the three months ended December 31, 2001 was 1.5 to one. We project that by
2003, the growth in our customer base will result in a ratio of revenue to
expense approaching one to one, minimizing the net earnings and EBITDA impact of
any substantial reduction in the roaming rate. If the ratio of roaming revenue
to roaming expense was not to decline, a reduction in the reciprocal roaming
rate could have an adverse effect on our cash cushion.

         Our ability to borrow funds under our senior secured credit facility
may be restricted due to our failure to maintain or comply with the restrictive
financial and operating covenants contained in the agreements governing the
senior secured credit facility. Our senior secured credit facility contains
covenants specifying the maintenance of certain financial ratios, reaching
defined subscriber growth and network covered population goals, minimum
quarterly service revenues, minimum EBITDA amounts and limiting capital
expenditures. We believe that we are currently in compliance with all financial
and operational covenants. Following the merger with AirGate, we proposed a new
business plan for fiscal year 2002 which would have violated the EBITDA loss
covenants of our senior secured credit facility in the second half of the fiscal
year. We have recently completed an amendment to our credit facility, primarily
to provide additional relief under this minimum EBITDA covenant. If we are
unable to operate our business within the covenants specified in the senior
secured credit facility, as amended, our ability to obtain future amendments to
the covenants is not guaranteed and our ability to make borrowings required to
operate our business could be restricted or terminated. Such a restriction or
termination would have a material adverse affect on our liquidity.

         We may not be able to sell enough towers at an adequate price to
generate proceeds projected in our business plan. Upon completion of our network
build-out at March 31, 2002, we expect to own approximately 90 towers. We do not
consider towers a strategic asset and plan on selling some or all of these
assets as market terms and conditions permit. There are several companies that
have traditionally been purchasers of towers in the wireless industry. However,
the financial condition of these tower companies and their willingness and
ability to purchase towers we own is not certain.

         Variable interest rates may increase substantially. At December 31,
2001, we had $50.0 million borrowed under our senior secured credit facility.
The rate of interest on this facility is based on a margin above either the
alternate bank rate (the prime lending rate in the

                                       26

<PAGE>

United States) or the London Interbank Offer Rate (LIBOR). Our weighted average
borrowing rate on variable rate borrowings at December 31, 2001 was 5.81%. While
our business plan uses a 7.0% base borrowing rate, increases in a market
interest rate substantially above our estimates may result in unanticipated cash
interest costs.

         We operate with negative working capital because of amounts owed to
Sprint. Each month we pay Sprint amounts relating to: (i) roaming expense, (ii)
the 8% affiliation fee, (iii) costs for customer support and billing, (iv)
handsets purchased from Sprint, (v) reimbursements for commissions paid to
national third party distributors such as Radio Shack, Best Buy and Circuit
City, (vi) reimbursement for subsidies related to handsets sold by national
third party distributors, and (vii) wholesale long distance expense that our
customers use and that Sprint PCS customers incur related to roaming revenue. A
reduction in the amounts we owe Sprint may result in a greater use of cash for
working capital purposes than our business plan currently projects.

         We may not be able to access the credit markets for additional capital
if the liquidity discussed above is insufficient for the cash needs of our
business. We frequently evaluate options for additional financings to supplement
our liquidity position and maintain maximum financial flexibility. However, if
the assumptions used in our projections are incorrect, we may be unable to raise
additional capital.

         Capital Resources

         Our senior secured discount notes due 2010 will require cash payments
of interest beginning on January 15, 2006.

         Our $140.0 million senior secured credit facility provides for a $90.0
million senior secured term loan which matures on December 31, 2008, which is
the first installment of the loan, or tranche A. The second installment, or
tranche B, under the senior credit agreement is for a $50.0 million senior
secured term loan, which matures on December 31, 2008. The credit agreement
requires us to make quarterly payments of principal beginning March 31, 2004 for
tranche A and tranche B, initially in the amount of 2.5% of the loan balance
then outstanding and increasing thereafter. The commitment fee on unused
borrowings ranges from 1.0 to 1.5%, payable quarterly. As of December 31, 2001,
$90.0 million remained available for borrowing. Our obligations under the senior
credit agreement are secured by all of our assets. As discussed above, we expect
that cash and cash equivalents together with future advances under our credit
facility will fund capital expenditures, operating losses and working capital
requirements through the end of fiscal 2002, at which time we expect to generate
positive EBITDA. Our senior secured credit facility is subject to certain
restrictive covenants including maintaining certain financial ratios, reaching
defined subscriber growth and network covered population goals, minimum
quarterly service revenues, minimum EBITDA amounts and limiting annual capital
expenditures. We have recently completed an amendment to the facility, primarily
to provide additional relief under the minimum EBITDA covenant, which we
anticipated violating in future quarters.

         As of December 31, 2001, we believe that we are in compliance with all
financial and operational covenants associated with our senior secured credit
facility, senior subordinated discount notes, and Sprint management agreements.

                                       27

<PAGE>

         Contractual Obligations

         We are obligated to make future payments under various contracts we
have entered into, including amounts pursuant to our senior secured credit
facility, senior discount notes, capital leases for office equipment and cell
sites and non-cancelable operating lease agreements for office space, cell
sites, and vehicles. Future minimum contractual obligations for the next five
years and in the aggregate at December 31, 2001, are as follows (dollars in
thousands):
<TABLE>
<CAPTION>

                                                        Payments Due by Period
                           --------------------------------------------------------------------------------
                                                       Years Ended December 31,
                                                   --------------------------------
 Contractual Obligation       Total       2002       2003       2004       2005       2006     Thereafter
-------------------------  ------------ ---------- ---------- ---------- ---------- ---------- ------------
<S>                        <C>          <C>        <C>        <C>         <C>       <C>        <C>
Senior Secured Credit
Facility (1)                $  50,000  $      -      $     -    $ 5,000     $ 7,500   $12,500     $ 25,000


Operating Leases (2)           70,422    11,430       11,271     10,714       9,483     6,311       21,213


Capital Leases                    788        44           44         45          47        49          559


Senior Discount Notes         300,000         -            -          -           -         -      300,000
                            ---------   -------      -------    -------     -------   -------     --------
Total                       $ 421,210   $11,474      $11,315    $15,759     $17,030   $18,860     $346,772
                            =========   =======      =======    =======     =======   =======     ========
</TABLE>

(1)      Total repayments are based on current borrowings under the senior
         secured credit facility as of December 31, 2001.

(2)      Does not include payments due under renewals to the original lease
         terms.

         There are provisions in each of the agreements governing the senior
secured credit facility and the senior discount notes resulting in an
acceleration of repayment upon an event of default, as defined in the respective
agreements.

Seasonality

         Our business is subject to seasonality because the wireless industry
is heavily dependent on fourth calendar quarter results. Among other things, the
industry relies on significantly higher customer additions and handset sales in
the fourth calendar quarter as compared to the other three calendar quarters. A
number of factors contribute to this trend, including: the increasing use of
retail distribution, which is heavily dependent upon the year-end holiday
shopping season; the timing of new product and service announcements and
introductions; competitive pricing pressures; and aggressive marketing and
promotions. The increased level of activity requires a greater use of our
available financial resources during this period.

Inflation

         Our management believes that inflation has not had, and will not have,
a material adverse effect on our results of operations.

Effect of Recently Issued Accounting Pronouncements

         In August 2001, the Financial Accounting Standards Board, ("FASB")
issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets." SFAS 144 provides new guidance on the recognition of impairment losses
on long-lived assets to be held and used or to be disposed of and also broadens
the definition of what constitutes a discontinued operation and how the results
of a discontinued operation are to be measured and presented. SFAS 144 is

                                       28

<PAGE>

effective for the fiscal years beginning after December 15, 2001, and is not
expected to materially change the methods used by us to measure impairment
losses on long-lived assets.

         In June, 2001, the FASB issued SFAS No. 141, "Business Combinations"
("SFAS 141"), which is effective for all business combinations initiated after
June 30, 2001. SFAS 141 requires companies to account for all business
combinations using the purchase method of accounting, recognize intangible
assets if certain criteria are met, as well as provide additional disclosures
regarding business combinations and allocation of purchase price. We have
adopted SFAS No. 141 as of July 1, 2001, and the impact of such adoption did not
have a material adverse impact on our financial statements.

         In June, 2001, the FASB issued SFAS No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142"), which requires nonamortization of goodwill and
intangible assets that have indefinite useful lives and annual tests of
impairments of those assets. The statement also provides specific guidance about
how to determine and measure goodwill and intangible asset impairments, and
requires additional disclosure of information about goodwill and other
intangible assets. The provisions of this statement are required to be applied
starting with fiscal years beginning after December 15, 2001 and applied to all
goodwill and other intangible assets recognized in its financial statements at
that date. Goodwill and intangible assets acquired after June 30, 2001 will be
subject to the nonamortization provisions of the statement. We have adopted SFAS
No. 142 as of October 1, 2001, and the impact of such adoption did not have a
material adverse impact on our financial statements.

         In November 2000, the EITF reached a consensus in EITF 00-14,
"Accounting for Certain Sales Incentives" that when recognized, the reduction in
or refund of the selling price of a product or service resulting from any cash
incentive should be classified as a reduction in revenue and not as an operating
expense. We adopted the provisions of EITF 00-14 in the first quarter of 2001.
See the notes to our financial statements for further information related to
EITF 00-14.

         In June 2000, the FASB issued SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities," an amendment of SFAS No.
133, "Accounting for Derivative Instruments and Hedging Activities," which is
effective for all fiscal years beginning after June 15, 2000. Our adoption on
January 1, 2001 did not have a material effect on our results of operations,
financial position, or cash flows.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

         We do not engage in commodity futures trading activities and do not
enter into derivative financial instrument transactions for trading or other
speculative purposes. We also do not engage in transactions in foreign
currencies that could expose us to market risk.

         We are subject to interest rate risk on our senior secured credit
facility and any future financing requirements. Our variable rate debt consists
of borrowings made under our senior secured credit facility of which we had
borrowed $50.0 million at December 31, 2001. As required under the senior
secured credit facility, on January 12, 2001, we entered into a three-year
interest rate protection agreement with a counter party for a notional amount of
$12.5 million that caps the three-month floating LIBOR interest rate at 7.25%.

         The following table presents the estimated future outstanding long-term
debt at the end of each year and future required annual principal payments for
each year then ended associated with our senior secured credit facility based on
our projected level of long-term indebtedness:

                                       29

<PAGE>
<TABLE>
<CAPTION>


                                                                      Years Ending September 30
                                          ==================================================================================
                                             2002           2003         2004         2005          2006        Thereafter
                                          ------------    ---------    ----------   ----------    ---------    -------------
                                                              (In thousands)

<S>                                       <C>            <C>          <C>           <C>          <C>           <C>
Senior Discount notes: (1)                  $ 179,974    $ 210,328     $ 245,801    $ 287,256    $ 290,526         $     -
   Fixed interest rate                          14.00%       14.00%        14.00%       14.00%       14.00%          14.00%
   Principal payments                       $       -    $       -     $       -    $       -    $       -         $300,000

Senior Secured Credit facility: (2)         $ 105,500    $ 125,000     $ 115,625    $  98,436    $  70,309         $      -
   Variable interest rate (3)                    5.75%        5.75%         5.75%        5.75%        5.75%            5.75%
   Principal payments                       $       -    $       -     $   9,375    $  17,189    $  28,127         $ 70,309
----------------------------------------------------------------------------------------------------------------------------
</TABLE>

(1)  The amounts presented represent estimated year-end debt balances under our
     senior discount notes based on amortizing the discount utilizing the
     effective interest method over the term of the senior discount notes.

(2)  The amounts presented represent estimated year-end debt balances under our
     $140.0 million senior secured financing based upon a projection of the
     funds borrowed under that facility pursuant to our current network
     build-out plan.

(3)  Interest rate on our senior secured financing equals the lesser of either:
     o   a base rate loan with an interest rate equal to 2.75% plus the higher
         of:
         o   the prime rate of the Toronto-Dominion Bank, New York Branch or;
         o   the federal fund effective rate plus 0.5%; or
     o   a Eurodollar loan with an interest rate equal to the London interbank
         offered rate plus 3.75%. The London interbank offered rate is assumed
         to equal 2.0% for all periods presented, which is the current LIBOR
         rate.

Our primary market risk exposure relates to:

     o  the interest rate risk on our long-term and short-term borrowings; and
     o  the impact of interest rate movements on our ability to meet interest
        expense requirements and meet financial covenants.

        We manage the interest rate risk on our outstanding long-term and
short-term debt through the use of fixed and variable rate debt and the use of
an interest rate cap under the senior secured credit agreement. While we cannot
predict our ability to refinance existing debt or the impact interest rate
movements will have on our existing debt, we continue to evaluate our financial
position on an ongoing basis.

                                       30

<PAGE>

                                     PART II

                                OTHER INFORMATION

Item 1.   Legal Proceedings.

          None.

Item 2.   Changes in Securities and Use of Proceeds.

          Set forth below is a description of our recent sales of unregistered
          securities.

          From January 8, 2001, the effective date of the Registration Statement
on Form S-1, file no. 333-47682, until December 31, 2001, we did not incur any
expenses for underwriting discounts and commissions, finders fees or expenses
paid to or for underwriters in connection with the issuance and distribution of
securities. During this period, we estimate that we incurred approximately $0.2
million for other expenses related to the registration of our senior discount
notes. None of the other expenses were direct or indirect payments to our
directors or officers or their associates, or persons owning 10% or more of any
class of our equity securities or the equity securities of our affiliates. While
the warrants became exercisable on July 15, 2001, we have received no proceeds
from the offering during the period ended December 31, 2001.

Item 3.   Defaults upon Senior Securities.

          None.

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

          We submitted to a vote of our former stockholders, through a
          solicitation by proxy, the approval of the merger with AirGate and the
          merger agreement. The matters were submitted for a vote at a Special
          Meeting of Stockholders on November 27, 2001. A total of 67,946,896
          shares were represented by proxy at the meeting, representing 99.98%
          of the 67,960,552 shares eligible to vote. All 67,946,896 shares
          represented were voted to approve the merger and the merger agreement.

Item 5.   Other Information.

Investment Considerations

Risks Related to Our Business, Strategy and Operations

  We have a limited operating history and we may not achieve or sustain
operating profitability or positive cash flows

    We have a limited operating history. Our ability to achieve and sustain
operating profitability will depend upon many factors, including our ability to
market Sprint PCS services and manage customer turnover rates. In addition, a
key factor in our operational performance depends upon our ability to manage our
growth through the completion of our network build-out and through implementing
the best practices of AirGate and iPCS to increase market penetration in our
current and future markets. We will require additional expenditures for the
continued development, construction, testing, deployment and operation of our
network. These activities are expected to place demands on our managerial,
operational and financial resources. If we do not achieve and maintain positive
cash flows from operations when projected, our results of operations may be
adversely affected.

   The integration of AirGate and iPCS following the merger will present
significant challenges that could adversely affect our results of operations

    AirGate acquired us with the expectation that it would result in expanding
AirGate's existing network and customer base and leveraging the best operating
practices of both organizations. Achieving the benefits of the merger with
AirGate will depend in part on integrating the operations of the two businesses
in an efficient and timely manner. We cannot assure you that this will occur. To
realize the anticipated benefits of this combination, our management team must
develop strategies and implement a business plan that will successfully:

    .   manage our networks and markets;

    .   maintain adequate focus on existing business and operations while
        working to integrate the two companies;

    .   combine two companies with limited operating histories;

    .   manage our company's cash and available credit lines for use in
        financing future growth and working capital needs of our company;

    .   manage our marketing and sales;

    .   manage the transition of iPCS' senior management expertise to the
        combined company; and

    .   retain and attract key employees of the combined company during a period
        of transition.

    We cannot assure you that combining the businesses of AirGate and iPCS, even
if achieved in an efficient, effective and timely manner, will result in
combined results of operations and financial conditions superior to those that
we could have achieved independently. The diversion of management's attention
from ongoing operations and any difficulties encountered in the transition and
integration process could have a material adverse effect on our financial
condition and results of operations.

  Parts of our territory have limited amounts of licensed spectrum, which may
adversely affect the quality of our service and our results of operations

    Sprint has licenses covering 30 MHz of spectrum throughout most of our
territory, but it has licenses covering only 10 MHz or 20 MHz in parts of
Illinois. As the number of customers in our territory increases, this limited
amount of licensed spectrum may not be able to accommodate increases in call
volume, may lead to increased dropped calls and may limit our ability to offer
enhanced services, all of which could result in increased customer turnover and
adversely affect our results of operations.

   If we lose the right to install our equipment on certain wireless towers or
are unable to renew expiring leases or locate new sites for wireless towers on
favorable terms, our business and results of operations could be adversely
impacted.

     Many of our cell sites are co-located on leased tower facilities shared
with one or more wireless providers. In addition, a large portion of these
leased tower sites are owned by a few tower companies. If a master co-location
agreement with one of these tower companies were to terminate, or if one of
these tower companies were unable to support our use of its tower sites, we
would have to find new sites or we may be required to rebuild that portion of
our network. In addition, the concentration of our cell sites with a few tower
companies could adversely affect our results of operations if we are unable to
renew expiring leases with such tower companies on favorable terms.

   The loss of the officers and skilled employees who we depend upon to operate
our business could adversely affect our results of operations

     Our business is managed by a small number of executive officers. We believe
that our future success depends in part on our continued ability to attract and
retain highly qualified technical and management personnel. We may not be
successful in retaining our key personnel or in attracting and retaining other
highly qualified technical and management personnel. We currently have "key man"
life insurance for our President. We do not have long-term employment or change
of control agreements with any of our executive officers.

   Expanding our territory includes numerous risks and our failure to overcome
these risks and any other problems encountered may have a material adverse
effect on our business and reduce the market value of our securities

   As part of our continuing operating strategy, we may expand our territory
through the grant of additional markets from Sprint or through acquisitions of
other Sprint network partners. These transactions may require the approval of
Sprint and commonly involve a number of risks, including the:

    .   difficulty of assimilating acquired operations and personnel;

    .   diversion of management's attention;

    .   disruption of ongoing business;

    .   impact on our cash and available credit lines for use in financing
        future growth and working capital needs;

    .   inability to retain key personnel;

    .   inability to successfully incorporate acquired assets and rights into
        our service offerings;

    .   inability to maintain uniform standards, controls, procedures and
        policies; and

    .   impairment of relationships with employees, customers or vendors.

     Failure to overcome these risks or any other problems encountered in these
transactions could have a material adverse effect on our business. In connection
with these transactions, we also may incur additional debt or incur significant
amortization expenses related to intangible assets.

  Because our former stockholders did not provide any indemnification following
the merger, we will be responsible for any of our undisclosed prior liabilities

     We made certain representations and warranties to AirGate in the merger
agreement concerning our business and operations. The merger agreement did not
provide AirGate with any contractual indemnification from our former
stockholders for any breaches of our representations and warranties or any
failure to comply with our obligations under the merger agreement. As a result,
we will be responsible for any of our undisclosed prior liabilities. Such
liabilities could materially impact our future consolidated results of
operations.

  We may experience a higher rate of customer turnover in the future compared to
historical rates which would adversely affect our financial performance

     The wireless personal communications services industry in general and
Sprint in particular have experienced a higher rate of customer turnover,
commonly known as churn, as compared to cellular industry averages. This churn
rate has been driven higher in recent months due to the introduction of NDASL
and Clear Pay programs. In addition, due to significant competition in our
industry and general economic conditions, among other things, our future rate of
customer turnover may be higher than our historical rate. Factors which may
contribute to higher churn include:

    .   our handset return policy that allows customers to return used handsets
        within 14 days of purchase and receive a full refund;

    .   the attractiveness of our competitors' products and services;

    .   network performance;

    .   customer service;

    .   increased prices;

    .   any future changes by us in the products and services we offer,
        especially to the Clear Pay program; and

    .   customer mix and credit class, including those related to the NDASL
        program and Clear Pay program.

     A high rate of customer turnover could adversely affect our competitive
position, liquidity, results of operations and our costs of, or losses incurred
in obtaining new subscribers, especially because we subsidize some of the costs
of initial purchases of handsets by customers.

  Our allowance for doubtful accounts may not be sufficient to cover
uncollectible accounts

     On an ongoing basis, we estimate the amount of customer receivables that we
will not collect to reflect the expected loss on such accounts in the current
period. However, our allowance for doubtful accounts may underestimate actual
unpaid receivables for various reasons, including:

    .   adverse changes in our churn rate exceeding our estimates;

    .   adverse changes in the economy generally exceeding our expectations; or

    .   unanticipated changes in Sprint PCS' products and services.

     If our allowance for doubtful accounts is insufficient to cover losses on
our receivables, our business, financial position or results of operations could
be materially adversely affected.

Risks Particular to Our Indebtedness

  We have substantial debt that we may not be able to service; a failure to
service such debt may result in the lenders under such debt controlling our
assets

    Our substantial debt has a number of important consequences for our
operations and our investors, including the following:

    .   we have to dedicate a substantial portion of any cash flow from our
        operations to the payment of interest on, and principal of, our debt,
        which will reduce funds available for other purposes;

    .   we anticipate that we have sufficient resources to finance our currently
        projected business plan, but we may not be able to obtain additional
        financing if the assumptions underlying the business plan are not
        correct for unanticipated capital requirements, capital expenditures,
        working capital requirements and other corporate purposes;

    .   some of our debt, including financing under our senior credit facility,
        will be at variable rates of interest, which could result in higher
        interest expense in the event of increases in market interest rates; and

    .   due to the liens on substantially all of our assets and the pledges of
        stock of our existing and future subsidiaries that secure our senior
        debt and senior discount notes, lenders or holders of such senior
        discount notes may control our assets or the assets of our subsidiaries
        in the event of a default.

    Our ability to make payments on our debt will depend upon our future
operating performance which is subject to general economic and competitive
conditions and to financial, business and other factors, many of which we cannot
control. If the cash flow from our operating activities is insufficient, we may
take actions, such as delaying or reducing capital expenditures, attempting to
restructure or refinance our debt, selling assets or operations or seeking
additional equity capital. Any or all of these actions may not be sufficient to
allow us to service our debt obligations. Further, we may be unable to take any
of these actions on satisfactory terms, in a timely manner or at all. The credit
facility and indenture governing our debt will limit our ability to take
several of these actions. Our failure to generate sufficient funds to pay our
debts or to successfully undertake any of these actions could, among other
things, materially, adversely affect our results of operations.

If we do not meet all of the conditions required under our senior secured credit
facility, we may not be able to draw down all of the funds we anticipate
receiving from our senior lenders and we may not be able to fund operating
losses and working capital needs

    As of November 30, 2001, we had borrowed $50.0 million under our senior
secured credit facility. The remaining $90.0 million available under our senior
secured credit facility, a portion of which we expect to borrow in the future,
is subject to us meeting all of the conditions specified in our financing
documents. We recently completed an amendment to our senior secured credit
facility, primarily to provide additional relief under the minimum EBITDA
covenant, which we anticipated not meeting in future quarters. In addition,
additional borrowings are subject to specific conditions on each funding date,
including the following:

    .   that the representations and warranties in our loan documents are true
        and correct;

    .   that certain of our financial covenant tests are satisfied, including
        leverage and operating performance covenants and loss covenants relating
        to earnings before interest, taxes, depreciation and amortization; and

    .   the absence of a default under our loan documents.

    If we do not meet these conditions at each funding date, our senior lenders
may not lend some or all of the remaining amounts under our senior secured
credit facility. If other sources of funds are not available, we may not be in a
position to meet our operating cash needs.

  The ability of AirGate and iPCS to operate as a combined company is limited by
the separate public debt indentures and senior secured credit facilities of
AirGate and iPCS

    In order to assure continued compliance with the indenture governing
AirGate's senior subordinated discount notes, AirGate has designated us as an
"unrestricted subsidiary." As a result, for purposes of their respective public
debt indentures, AirGate and we will operate as separate business entities. Due
to restrictions in AirGate's indenture, AirGate will be unable to provide direct
or indirect credit support to us and will be significantly limited in its
ability to maintain or preserve our financial condition or cause us to achieve a
specified level of operating results. Likewise, we will be restricted under our
debt instruments from paying dividends or freely transferring money to AirGate.
These restrictions may hinder the combined company's ability to achieve the
anticipated benefits of the merger, react to developments in either company's
business or take advantage of business opportunities.

  If we fail to pay the debt under our senior secured credit facility, Sprint
has the option of purchasing our loans, giving Sprint certain rights of a
creditor to foreclose on our assets

    Sprint has contractual rights, triggered by an acceleration of the maturity
of the debt under our senior secured credit facility, pursuant to which Sprint
may purchase our obligations to our senior lenders and obtain the rights of a
senior lender. To the extent Sprint purchases these obligations, Sprint's
interests as a creditor could conflict with our interests. Sprint's rights as a
senior lender would enable it to exercise rights with respect to our assets and
continuing relationship with Sprint in a manner not otherwise permitted under
our Sprint agreements.

 Risks Particular to Our Relationship with Sprint

  The termination of our affiliation with Sprint or Sprint's failure to perform
its obligations under the Sprint agreements would severely restrict our ability
to conduct our business

   We do not own the licenses to operate our wireless network. Our ability to
offer Sprint PCS products and operate a PCS network is dependent on our Sprint
agreements remaining in effect and not being terminated. The management
agreement between Sprint and us is not perpetual. Sprint can choose not to renew
our management agreement at the expiration of the 20-year initial term or any
ten-year renewal term. In any event, our management agreement terminates in 50
years. In addition, the management agreement can be terminated for breach of any
material term, including, among others, build-out and network operational
requirements. We have constructed and are currently in the testing phase for
four sites located in a portion of a market in Nebraska. Due to issues beyond
our control, these sites are not yet operational. We have received two
extensions of our December 1, 2001 build out requirements to February 28, 2002
from Sprint. We believe these sites will be operational by this date. We also
are dependent on Sprint's ability to perform its obligations under the Sprint
agreements. The non-renewal or termination of any of the Sprint agreements or
the failure of Sprint to perform its obligations under the Sprint agreements
would severely restrict our ability to conduct business.

   Sprint may make business decisions that are not in our best interests, which
may adversely affect our relationships with customers in our territory, increase
our expenses and/or decrease our revenues

    Sprint, under the Sprint agreements, has a substantial amount of control
over the conduct of our business. Accordingly, Sprint may make decisions that
adversely affect our business, such as the following:

    .   Sprint could price its national plans based on its own objectives and
        could set price levels or other terms that may not be economically
        sufficient for our business;

    .   Sprint could develop products and services or establish credit policies,
        such as NDASL, which could adversely affect our results of operations;

    .   Sprint could raise the costs for Sprint to perform back office services
        or reduce levels of services;

    .   Sprint could prohibit us from selling non-Sprint approved equipment;

    .   Sprint could, subject to limitations under our Sprint agreements, alter
        its network and technical requirements or request that we build out
        additional areas within our territories, which could result in increased
        equipment and build-out costs;

    .   Sprint could make decisions which could adversely affect the Sprint and
        Sprint PCS brand names, products or services; and

    .   Sprint could decide not to renew the Sprint agreements or to no longer
        perform its obligations, which would severely restrict our ability to
        conduct business.

     The occurrence of any of the foregoing could adversely affect our
relationship with customers in our territory, increase our expenses and/or
decrease our revenues.

   Change in Sprint PCS products and services may reduce customer additions

    The competitiveness of Sprint PCS products and services is a key factor in
our ability to attract and retain customers. Under the Sprint PCS service plans,
customers who do not meet certain credit criteria can nevertheless select any
plan offered, subject to an account spending limit, referred to as ASL, to
control credit exposure. Account spending limits range from $125 to $200.
depending on the credit quality of the customer. Prior to May 2001, all of these
customers were required to make a deposit ranging from $125 to $200 that could
be credited against future billings. In May 2001, the deposit requirement was
eliminated on certain, but not all, credit classes ("NDASL"). As a result, a
significant amount of our new customer additions have been under the NDASL
program (32% of our customer base at September 30, 2001). Sprint has replaced
the NDASL program with the "Clear Pay" program without reinstating the deposit
requirement. Sprint PCS has the right to end or materially change the terms of
the Clear Pay program. If Sprint chooses to eliminate the Clear Pay program or
alter its features, the growth rate we expect to achieve may decrease. We have
requested reinstatement of the deposit for sub-prime customers in our territory,
which could reduce the number of potential customer.

  The inability of Sprint to maintain high quality back office services, or our
inability to use Sprint's back office services and third party vendors' back
office systems, could lead to customer dissatisfaction, increased churn or
otherwise increase our costs

    We rely on Sprint's support systems, including customer care, billing and
back office support. Our operations could be disrupted if Sprint is unable to
maintain and expand its internal support systems in a high quality manner, or to
efficiently outsource those services and systems through third party vendors.
The rapid expansion of Sprint's PCS business is expected to continue to pose a
significant challenge to its internal support systems. Additionally, Sprint has
relied on third party vendors for a significant number of important functions
and components of its internal support systems and may continue to rely on these
vendors in the future. We will depend on Sprint's willingness to continue to
offer these services and to provide these services effectively and at
competitive costs. Our Sprint agreements provide that, upon nine months' prior
written notice, Sprint may elect to terminate any of these services. The
inability of Sprint to maintain high quality back office services, or our
inability to use Sprint's back office services and third party vendors' back
office systems, could lead to customer dissatisfaction, increase churn or
otherwise increase our costs.

  If Sprint does not complete the construction of its nationwide PCS network, we
may not be able to attract and retain customers

    Sprint currently intends to cover a significant portion of the population of
the United States, Puerto Rico and the U.S. Virgin Islands by creating a
nationwide PCS network through its own construction efforts and those of its
network partners. Sprint is still constructing its nationwide network and does
not offer PCS services, either on its own network or through its roaming
agreements, in every city in the United States. Sprint has entered into
management agreements similar to ours with companies in other markets under its
nationwide PCS build-out strategy. Our results of operations are dependent on
Sprint's national network and, to a lesser extent, on the networks of Sprint's
other network partners. Sprint's network may not provide nationwide coverage to
the same extent as its competitors, which could adversely affect our ability to
attract and retain customers.

  Certain provisions of the Sprint agreements may diminish the value of our
company and restrict the sale of our business

    Under limited circumstances and without further stockholder approval, Sprint
may purchase the operating assets of our company at a discount. In addition,
Sprint must approve any change of control of our ownership and must consent to
any assignment of our Sprint agreements. Sprint also has a right of first
refusal if we decide to sell our operating assets to a third party. We are also
subject to a number of restrictions on the transfer of our business, including a
prohibition on the sale of us or our operating assets to competitors of Sprint
or Sprint PCS. These restrictions and other restrictions contained in the Sprint
agreements may limit our ability to sell our business, may reduce the value a
buyer would be willing to pay for our business and may reduce the "entire
business value," as described in our Sprint agreements.

  We may have difficulty in obtaining an adequate supply of certain handsets
from Sprint, which could adversely affect our results of operations

    We depend on our relationship with Sprint to obtain handsets. Sprint orders
handsets from various manufacturers. We could have difficulty obtaining specific
types of handsets in a timely manner if:

    .   Sprint does not adequately project the need for handsets for itself, its
        Sprint PCS network partners and its other third party distribution
        channels, particularly in a transition to new technologies, such as "one
        times radio transmission technology," or "1XRTT";

    .   we do not adequately project our need for handsets;

    .   Sprint modifies its handset logistics and delivery plan in a manner that
        restricts or delays our access to handsets; or

    .   there is an adverse development in the relationship between Sprint and
        its suppliers or vendors.

    The occurrence of any of the foregoing could disrupt our customer service
and/or result in a decrease in our subscribers, which could adversely affect our
results of operations.

    Non-renewal or revocation by the Federal Communications Commission of the
Sprint PCS licenses would significantly harm our business

    PCS licenses are subject to renewal and revocation by the Federal
Communications Commissions, referred to as the FCC. Sprint PCS licenses in our
territories will begin to expire in 2007 but may be renewed for additional
ten-year terms. There may be opposition to renewal of Sprint's PCS licenses upon
their expiration, and the Sprint PCS licenses may not be renewed. The FCC has
adopted specific standards to apply to PCS license renewals. Any failure by
Sprint or us to comply with these standards could cause revocation or forfeiture
of the Sprint PCS licenses for our territories. If Sprint loses any of its
licenses in our territories, we would be severely restricted in our ability to
conduct business.

  If Sprint does not maintain control over its licensed spectrum, the Sprint
agreements may be terminated, which would result in our inability to provide
service

    The FCC requires that licensees like Sprint maintain control of their
licensed spectrum and not delegate control to third-party operators or managers.
Although the Sprint agreements with us reflect an arrangement that the parties
believe meets the FCC requirements for licensee control of licensed spectrum, we
cannot assure you that the FCC will agree. If the FCC were to determine that the
Sprint agreements need to be modified to increase the level of licensee control,
we have agreed with Sprint to use our best efforts to modify the Sprint
agreements to comply with applicable law. If we cannot agree with Sprint to
modify the Sprint agreements, they may be terminated. If the Sprint agreements
are terminated, we would no longer be a part of the Sprint PCS network and would
be severely restricted in our ability to conduct business.

Risks Particular to Our Industry

  Significant competition in the wireless communications services industry may
result in our competitors offering new or better products and services or lower
prices, which could prevent us from operating profitably

    Competition in the wireless communications industry is intense. We
anticipate that competition will cause the market prices for two-way wireless
products and services to decline in the future. Our ability to compete will
depend, in part, on our ability to anticipate and respond to various competitive
factors affecting the telecommunications industry.

    Our dependence on Sprint to develop competitive products and services and
the requirement that we obtain Sprint's consent to sell non-Sprint approved PCS
equipment may limit our ability to keep pace with competitors on the
introduction of new products, services and equipment. Some of our competitors
are larger than us, possess greater resources and more extensive coverage areas,
and may market other services, such as landline telephone service, cable
television and Internet access, with their wireless communications services.
Furthermore, there has been a recent trend in the wireless communications
industry towards consolidation of wireless service providers through joint
ventures, reorganizations and acquisitions. We expect this consolidation to lead
to larger competitors over time. We may be unable to compete successfully with
larger companies that have substantially greater resources or that offer more
services than we do. In addition, we may be at a competitive disadvantage since
we may be more highly leveraged than some of our competitors.

  Increased penetration rates could limit or decrease our rate of net additions

    Intense competition in the wireless communications industry could cause
prices for wireless products and services to decline. If prices drop, then our
rate of net customer additions will take on greater significance in improving
our financial condition and results of operations. However, as our markets
become more saturated with our and our competitor's customers, our rate in
adding net customers could decrease. If this decrease were to happen, our
business and financial results could be materially adversely affected.

  Alternative technologies and current uncertainties in the wireless market may
reduce demand for PCS

    The wireless communications industry is experiencing significant
technological change, as evidenced by the increasing pace of digital upgrades in
existing analog wireless systems, evolving industry standards, ongoing
improvements in the capacity and quality of digital technology, shorter
development cycles for new products and enhancements and changes in end-user
requirements and preferences. Technological advances and industry changes could
cause the technology used on our network to become obsolete. Sprint may not be
able to respond to such changes and implement new technology on a timely basis,
or at an acceptable cost.

    If Sprint is unable to keep pace with these technological changes or changes
in the wireless communications market based on the effects of consolidation from
the Telecommunications Act of 1996 or from the uncertainty of future government
regulation, the technology used on our network or our business strategy may
become obsolete. In addition, wireless carriers are seeking to implement an
upgrade to "one times radio transmission technology", or "1XRTT", as well as
"third generation," or "3G," technology throughout the industry. The 3G
technology promises high-speed, always-on Internet connectivity and high-quality
video and audio. We cannot assure you that we or Sprint PCS can implement
"1XRTT" or "3G" technology successfully or on a cost-effective basis.

  We are a consumer business and a recession in the United States involving
significantly lowered spending could negatively affect our results of operations

    Our primary customer base is individual consumers and our accounts
receivable represent unsecured credit. In the event that the economic downturn
that the United States and our territory have recently experienced becomes more
pronounced or lasts longer than currently expected and spending by individual
consumers drops significantly, our business may be negatively affected.

  Regulation by government and taxing agencies may increase our costs of
providing service or require us to change our services, either of which could
impair our financial performance

    Our operations and those of Sprint may be subject to varying degrees of
regulation by the FCC, the Federal Trade Commission, the Federal Aviation
Administration, the Environmental Protection Agency, the Occupational Safety and
Health Administration and state and local regulatory agencies and legislative
bodies. Adverse decisions or regulation of these regulatory bodies could
negatively impact our operations and our costs of doing business. For example,
changes in tax laws or the interpretation of existing tax laws by state and
local authorities could subject us to increased income, sales, gross receipts or
other tax costs or require us to alter the structure of our current relationship
with Sprint.

  Use of hand-held phones may pose health risks, which could result in the
reduced use of wireless services or liability for personal injury claims

    Media reports have suggested that certain radio frequency emissions from
wireless handsets may be linked to various health problems, including cancer,
and may interfere with various electronic medical devices, including hearing
aids and pacemakers. Concerns over radio frequency emissions may discourage use
of wireless handsets or expose us to potential litigation. Any resulting
decrease in demand for wireless services, or costs of litigation and damage
awards, could impair our ability to achieve and sustain profitability.

  Regulation by government or potential litigation relating to the use of
wireless phones while driving could adversely affect our results of operations

    Some studies have indicated that some aspects of using wireless phones while
driving may impair drivers' attention in certain circumstances, making accidents
more likely. These concerns could lead to potential litigation relating to
accidents, deaths or serious bodily injuries, or to new restrictions or
regulations on wireless phone use, any of which could also have material adverse
effects on our results of operations.

Risks Relating to our Senior Discount Notes

  Our senior discount notes may not have an active market and the price may
be volatile, so our noteholders may be unable to sell their notes at the price
they desire or at all

    We cannot ensure that a liquid market will develop for our senior discount
notes or that our noteholders will be able to sell any of their notes at a
particular time, if at all, or that the price that they receive when they sell
will be favorable. Future trading prices of the notes will depend on many
factors, including our operating performance and financial condition, prevailing
interest rates and the market for similar securities.

  We are a holding company and because the guarantees are unsecured and
subordinated to debt that encumbers our guarantor subsidiaries' assets, the
notes may not be fully repaid if we or our guarantor subsidiaries become
insolvent

    The notes are unsecured obligations of ours. On November 30, 2001, we
were acquired by AirGate through the merger of a wholly owned subsidiary of
AirGate with us. As a result, we are now a wholly owned subsidiary of AirGate.
The assets of AirGate, however, are not available to meet our obligations with
respect to the notes. In addition, we are a holding company for operating
subsidiaries and derive all our operating income from our subsidiaries. We are
dependent on the earnings and cash flow of our subsidiaries to meet our
obligations with respect to the notes. If we or our guarantor subsidiaries
become insolvent, we or our guarantor subsidiaries may not have sufficient
assets to make payments on amounts due on any or all of the notes or the
subsidiary guarantees. In addition, the right to payment on the guarantees will
be subordinated to all of our guarantor subsidiaries' existing and future senior
debt. The senior secured credit facility is secured by liens on substantially
all of the assets of our guarantor subsidiaries. If our guarantor subsidiaries
were to default on the senior secured credit facility, such lenders could
foreclose on the collateral regardless of any default with respect to the notes.
These assets would first be used to repay in full all amounts outstanding under
the senior secured credit facility. If our guarantor subsidiaries become
bankrupt, liquidate, dissolve, reorganize or undergo a similar proceeding, such
guarantor subsidiaries' assets will be available to pay obligations on the notes
or the applicable guarantee only after all outstanding senior debt of such party
has been paid in full. In addition, an event of default under the senior secured
credit facility may prohibit us and the guarantors of the notes from paying the
notes or the guarantees of the notes.

    Our agreements with Sprint and the infrastructure equipment used in our
network create the value of our assets. These assets are highly specialized and,
taken individually, have limited marketability, particularly as a result of some
of the provisions in the Sprint agreements. Therefore, in a foreclosure sale,
these assets are likely to be sold as an entirety, and the lender may not
realize enough money to satisfy all senior debt.

  Because federal and state statutes may allow courts to void the guarantees of
the notes, our noteholders may not have the right to receive any money pursuant
to the guarantees

    Although the guarantees of the notes provide our noteholders with a direct
claim against the assets of the applicable guarantor, they are subordinate to
claims under our senior secured credit facility secured by a first priority
security interest in substantially all of our assets. In addition, creditors of
a bankrupt guarantor may challenge the guarantee. If a challenge to a guarantee
were upheld, then the applicable guarantee would be invalid and unenforceable,
junior to all creditors, including trade creditors, of that guarantor.

    The creditors of a bankrupt guarantor could challenge a guarantee on the
grounds that the guarantee constituted a fraudulent conveyance under bankruptcy
law. If a court were to rule that the guarantee did constitute a fraudulent
conveyance, then the court could void the obligations under the guarantee or
further subordinate the guarantee to other debt of the guarantor or take other
action detrimental to holders of the notes. In addition, any of the guarantees
could be subject to the claim that, since the guarantee was incurred for our
benefit, and only indirectly for the benefit of our subsidiary that provided the
guarantee, the obligations of the applicable guarantor were incurred for less
than fair consideration.

  The indenture and the senior secured credit facility contain provisions and
requirements that could limit our ability to pursue borrowing opportunities

    The restrictions contained in the indenture governing our senior discount
notes, and the restrictions contained in our senior secured credit facility, may
limit our ability to implement our business plan, finance future operations,
respond to changing business and economic conditions, secure additional
financing, if needed, and engage in opportunistic transactions. The senior
secured credit facility also restricts our ability and the ability of our
subsidiaries and our future subsidiaries to do the following:

    .    create liens;

    .    make certain payments, including payments of dividends and
         distributions in respect of capital stock;

    .    consolidate, merge and sell assets;

    .    engage in certain transactions with affiliates; and

    .    fundamentally change our business.

In addition, our senior secured credit facility requires us to
maintain certain ratios, including:

    .    leverage ratios;

    .    an interest coverage ratio; and

    .    a fixed charges ratio;

and to satisfy certain tests, including tests relating to:

    .    minimum number of subscribers to our services; and

    .    minimum revenues.

    We may not satisfy the financial ratios and tests under the senior secured
credit facility due to events that are beyond our control. If we fail to satisfy
any of the financial ratios and tests, we could be in a default under the senior
secured credit facility or may be limited in our ability to access additional
funds under our senior secured credit facility which could result in our being
unable to make payments on the notes.

  Because the notes their issued with original issue discount, our
noteholders will have to include interest in their taxable income before they
receive cash.

    The notes were issued at a substantial discount from their principal amount
at maturity. Consequently, although cash interest on the notes generally is not
payable prior to January 15, 2006, original issue discount will be includible in
the gross income of holders of notes for U.S. federal income tax purposes in
advance of the receipt of such cash payments on the notes. The amount of
original issue discount will be greater than the difference between the stated
principal amount at maturity of the notes and the issue price of the notes.

  We will not be able to deduct a portion of our borrowing expense for federal
income tax purposes because the original issue discount on the notes exceeds
certain limitations

    The notes are classified as "applicable high yield discount obligations"
for United States federal income tax purposes. We will not be entitled to deduct
original issue discount accruing on the notes until such amounts are actually
paid. In addition, because the yield to maturity of the notes is in excess of
the sum of the applicable federal rate plus six percentage points, we are
permanently precluded from deducting the original issue discount equal to such
excess.

  The bankruptcy laws may reduce our noteholders claim in the event of our
insolvency

    If a bankruptcy case were commenced by or against us under the United
States Bankruptcy Code, your claim with respect to the principal amount of the
notes may be limited to an amount equal to the sum of the initial offering price
and that portion of the original issue discount that is not deemed to constitute
unmatured interest for purposes of the United States Bankruptcy Code. Any
original issue discount that had not amortized as of the date of the bankruptcy
filing could constitute unmatured interest for purposes of the United States
Bankruptcy Code. To the extent that the United States Bankruptcy Code differs
from the Internal Revenue Code of 1986, as amended in determining the method of
amortization of original issue discount, our noteholders may recognize taxable
gain or loss upon payment of their claim in bankruptcy.

  If an event constituting a change in control of us occurs, we may be unable to
fulfill our obligation to purchase the notes.

    Our senior secured credit facility restricts distributions to us from our
subsidiaries and we may not have other sources of funds to purchase any of the
notes before their stated maturity. In addition, the senior secured credit
facility prohibits us from prepaying debt, including the notes. Under the
indenture, upon a change in control we will be required to make an offer to
repurchase all of the notes. Our merger with AirGate did not constitute a change
of control under the indenture. In the event we become subject to a change in
control at a time when we do not have funds to purchase the notes or when any
such prepayment would otherwise not be permitted, we may seek consent under the
senior secured credit facility to have our subsidiary make a distribution to us
so that we would have sufficient funds to purchase the notes and consent to make
the prepayment or attempt to refinance the senior secured credit facility that
contains the prohibition. Moreover, a change of control under the indenture
governing the notes constitutes an event of default under the senior secured
credit facility. If we do not obtain a consent, a waiver or repay the senior
secured credit facility, our failure to purchase the tendered notes would
constitute an event of default under the indenture, which would in turn result
in a default under the senior secured credit facility. Even if we obtain the
consent, we cannot be assured that we will have sufficient resources to
repurchase the notes following the change in control.

Item 6.   Exhibits and Reports on Form 8-K.

          (a)     Exhibits:

                           See Index to Exhibits for listing of exhibits.

          (b)     Reports on Form 8-K:

          On November 30, 2001, we filed a Current Report on Form 8-K reporting
"Changes in Control of Registrant" pursuant to Item 1 reporting that on November
30, 2001, we were acquired by AirGate through the merger of a wholly owned
subsidiary of AirGate with and into us. The Current Report also reported
"Changes in Registrant's Certifying Accountant" pursuant to Item 4 reporting
that at the effective time of the merger, AirGate, as our parent, replaced our
independent accountant, Deloitte and Touche LLP, with KPMG, LLP. Among other
things, the Current Report further stated that during the fiscal years ending
December 31, 1999 and 2000 and the period ending September 30, 2001, there were
no disagreements between us and Deloitte and Touche LLP on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure.

          On December 5, 2001, we filed an Amended Current Report on Form 8-K/A
amending the Current Report on Form 8K filed on November 30, 2001. The sole
purpose of such amendment

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<PAGE>

was to extend the period during which we stated that we had no disagreements
with Deloitte and Touche, LLP to include the subsequent interim period ending
November 30, 2001.

        On December 20, 2001, we filed a Current Report on Form 8-K reporting a
"Change in Fiscal Year" pursuant to Item 8 changing our fiscal year end from a
calendar year ending December 31, to a fiscal year ending September 30.

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<PAGE>

                                   SIGNATURES

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

                                   iPCS, INC.,
                                   Registrant

                                   By: /s/ Alan B. Catherall
                                       ----------------------------------
                                       Name:    Alan B. Catherall
                                       Title:   Chief Financial Officer
                                                (Duly Authorized Officer)


                                   By: /s/ Alan B. Catherall
                                       ----------------------------------
                                       Alan B. Catherall
                                       Chief Financial Officer
                                       (Principal Financial and
                                       Chief Accounting Officer)


February 14, 2002

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<PAGE>

                                INDEX TO EXHIBITS

      2.1*        Contribution Agreement dated as of July 12, 2000 by and
                  among iPCS, Inc. and members of Illinois PCS, LLC.

      2.2**       Asset Purchase Agreement, dated as of January 10, 2001, by and
                  among Sprint Spectrum L.P. and its subsidiaries Sprint
                  Spectrum Equipment Company, L.P. and Sprint Spectrum Realty
                  Company, L.P., and iPCS Wireless, Inc.

      2.3++       Agreement and Plan of Merger, dated as of August 28, 2001, by
                  and between AirGate PCS, Inc. and iPCS, Inc.

      3.1*        Amended and Restated Certificate of Incorporation of iPCS,
                  Inc. as amended.

      3.2*        Amended and Restated Bylaws of iPCS, Inc.

      3.3*        Certificate of Designations of the Series A-1 Convertible
                  Participating Preferred Stock.

      3.4*        Certificate of Incorporation of iPCS Wireless, Inc.

      3.5*        Bylaws of iPCS Wireless, Inc.

      3.6*        Certificate of Incorporation of iPCS Equipment, Inc.

      3.7*        Bylaws of iPCS Equipment, Inc.

      3.8***      Certificate of Designations of the Series A-2 Convertible
                  Participating Preferred Stock.

      4.1*        Specimen Common Stock Certificate.

      4.2*        14% Senior Discount Notes due 2010 Indenture dated as of July
                  14, 2000 by and among, as issuer iPCS Equipment, Inc. and iPCS
                  Wireless, Inc. as guarantors and CTC Illinois Trust Company,
                  as trustee.

      10.1*Y      Sprint PCS Management Agreement, as amended, dated as of
                  January 22, 1999 by and between Sprint Spectrum, LP,
                  SprintCom, Inc., WirelessCo, LP and Illinois PCS, LLC, as
                  amended by Addendum I, Addendum II, Amended and Restated
                  Addendum III and Addendum IV, Addendum V, Addendum VI thereto.

      10.2*Y      Sprint PCS Services Agreement dated as of January 22, 1999 by
                  and between Sprint Spectrum, LP and Illinois PCS, LLC.

      10.3*Y      Sprint Trademark and Service Mark License Agreement dated as
                  of January 22, 1999 by and between Sprint Communications
                  Company, LP and Illinois PCS, LLC.

      10.4*       Sprint Spectrum Trademark and Service Mark License Agreement
                  dated as of January 22, 1999 by and between Sprint Spectrum,
                  LP and Illinois PCS, LLC.

      10.5*       Amended and Restated Consent and Agreement dated as of July
                  12, 2000 by and between Sprint Spectrum, LP, SprintCom, Inc.,
                  Sprint Communications Company, LP, WirelessCo, LP, and Toronto
                  Dominion (Texas), Inc. and the lenders party thereto.

      10.6*       Amended and Restated Credit Agreement dated as of July 12,
                  2000 by and between iPCS Wireless, Inc., as borrower, iPCS,
                  Inc. and iPCS Equipment, Inc. as guarantors, and lenders named
                  therein, Toronto Dominion (Texas), Inc., as administrative
                  agent, and GE Capital Corporation, as syndication agent, for a
                  $140 million credit facility.

      10.7+       iPCS, Inc. Amended and Restated 2000 Long Term Incentive Plan.


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<PAGE>

      10.8*****   Amended and Restated Employment Agreement effective as of
                  January 1, 2001 by and between iPCS Wireless, Inc., Timothy M.
                  Yager and iPCS, Inc.

      10.9*       Amended and Restated Employment Agreement effective as of July
                  1, 2000 by and between Illinois PCS, LLC, William W. King, Jr.
                  and iPCS, Inc.

      10.10*      Warrant for the Purchase of shares of Common stock dated as of
                  July 12, 2000 by and between Sprint Spectrum L.P. and iPCS,
                  Inc.

      10.11*      Agreement Regarding Construction, Sale and Leaseback of Towers
                  dated as of May 28, 1999 by and between American Tower
                  Corporation and Illinois PCS, LLC.

      10.12****   Lease dated as of June 1, 1999 by and between Gridley
                  Enterprises, Inc. and Illinois PCS, LLC.

      10.13*      Amended and Restated Employment Agreement effective as of July
                  1, 2000 by and between Illinois PCS, LLC, Leroy R. Horsman and
                  iPCS, Inc.

      10.14*      Amended and Restated Employment Agreement effective as of July
                  1, 2000 by and between Illinois PCS, LLC, Jeffrey Pinegar and
                  iPCS, Inc.

      10.15*****  Amended and Restated Employment Agreement effective as of
                  January 1, 2001 by and between iPCS Wireless, Inc., Linda K.
                  Wokoun and iPCS, Inc.

      10.16*****  Amended and Restated Employment Agreement effective as of
                  January 1, 2001 by and between iPCS Wireless, Inc., Stebbins
                  B. Chandor, Jr. and iPCS, Inc.

      10.17*****  Amended and Restated Employment Agreement effective as of
                  January 1, 2001 by and between iPCS Wireless, Inc., Anthony R.
                  Muscato and iPCS, Inc.

      10.18*      Amended and Restated Employment Agreement effective as of July
                  1, 2000 by and between Illinois PCS, LLC, Patricia M. Greteman
                  and iPCS, Inc.

      10.19*Y     CDMA 1900 SprintCom Additional Affiliate Supply Agreement
                  dated as of May 24, 1999 between Illinois PCS, L.L.C. and
                  Nortel Networks Inc.

      10.20*Y     Amendment No. 1 to 1900 CDMA Additional Affiliate Supply
                  Agreement dated as of July 11, 2000 between Illinois PCS, LLC
                  and Nortel Networks Inc.

      10.21*      Warrant Registration Rights Agreement dated as of July 12,
                  2000 by and among iPCS, Inc., Donaldson, Lufkin & Jenrette
                  Securities Corporation and TD Securities Corporation (USA)
                  Inc.

      10.22*      Warrant Agreement dated as of July 12, 2000 by and between
                  iPCS, Inc. and ChaseMellon Shareholder Services, L.L.C., as
                  warrant agent.

      10.23*      Form of Global Notes.

      10.24*      Form of Global Warrants.

      10.25*      Investment Agreement dated as of July 12, 2000, by and among
                  iPCS, Inc., Blackstone/iPCS LLC, Blackstone iPCS Capital
                  Partners LP, Blackstone Communications Partners I LP,
                  TCW/Crescent Mezzanine Partners II, LP, TCW/Crescent Mezzanine
                  Trust II, TCW Leveraged Income Trust LP, TCW Leveraged Income
                  Trust LP II, LP, TCW Leveraged Income Trust IV, LP, TCW Shared
                  Opportunity Fund II, LP, Shared Opportunity Fund IIB, LLC and
                  TCW Shared Opportunity Fund III, LP.

      10.26*      Stockholders Agreement dated as of July 12, 2000, by and
                  between iPCS, Inc. and certain of its stockholders.


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<PAGE>

      10.27*      Registration Rights Agreement dated as of July 12, 2000 by
                  and among iPCS, Inc., Blackstone/iPCS, LLC, Blackstone iPCS
                  Capital Partners LP, Blackstone Communications Partners I LP,
                  TCW/ Crescent Mezzanine Partners II, LP, TCW/Crescent
                  Mezzanine Trust II, TCW Leveraged Income Trust LP, TCW
                  Leveraged Income Trust LP II, LP, TCW Leveraged Income Trust
                  IV, LP, TCW Shared Opportunity Fund II, LP, Shared Opportunity
                  Fund IIB, LLC and TCW Shared Opportunity Fund III, LP.

      10.28*      Consulting Agreement, dated as of April 20, 1999, by and
                  between WaveLink Engineering and Illinois PCS, LLC.

      10.29*Y     Construction and Oversight Services Agreement dated as of
                  September 1, 2000 by and between iPCS Wireless, Inc. and SDS
                  Wireless, Inc.

      10.30*Y     Build to Suit Agreement dated as of September 1, 2000 by and
                  between iPCS Wireless, Inc. and Trinity Wireless Towers, Inc.

      10.31*      Additional Affiliate Agreement dated as of July 12, 2000 by
                  and between iPCS Wireless, Inc. and Lucent Technologies Inc.

      10.32***    First Amendment to Amended and Restated Credit Agreement and
                  Consent dated as of February 23, 2001, by and among iPCS
                  Wireless, Inc., as borrower, iPCS, Inc. and iPCS Equipment,
                  Inc. as guarantors, and lenders named therein and Toronto
                  Dominion (Texas), Inc., as administrative agent.

      10.33***Y   Amendment No. 2 to 1900 CDMA Additional Affiliate Supply
                  Agreement by and among iPCS Wireless, Inc. and iPCS Equipment,
                  Inc. and Nortel Networks Inc.

      10.34***    Amended and Restated Interim Network Operating Agreement,
                  dated as of March 1, 2001 by and between Sprint Spectrum LP
                  and iPCS Wireless, Inc.

      10.35***Y   Addendum VI to Sprint PCS Management Agreement, dated as of
                  February 28, 2001, by and among Sprint Spectrum, L.P.,
                  WirelessCo, L.P., SprintCom, Inc., Sprint Communications
                  Company L.P. and iPCS Wireless, Inc.

      10.36***Y   Build to Suit Agreement, dated as of December 29, 2000, by and
                  between Trinity Wireless Towers, Inc., Trinity Wireless
                  Services, Inc., SDS Wireless, Inc. and iPCS Wireless, Inc.

      10.37***Y   Construction and Oversight Services Agreement, dated as of
                  December 29, 2000, by and between iPCS Wireless, Inc. and SDS
                  Wireless, Inc.

      10.38***    Master Lease Agreement, dated as of August 31, 2000, by and
                  between iPCS Wireless, Inc. and Trinity Wireless Towers, Inc.

      10.39***    First Amendment to Agreement Regarding Construction, Sale and
                  Leaseback of Towers dated as of November 2000 by and between
                  American Tower Corporation and iPCS Wireless, Inc.

      10.40+++    Second Amendment to Amended and Restated Credit Agreement and
                  Consent dated as of September 28, 2001, by and among iPCS
                  Wireless, Inc., as borrower, iPCS, Inc. and iPCS Equipment,
                  Inc. as guarantors, and lendors named therein and Toronto
                  Dominion (Texas), Inc., as administrative agent.

      10.41++     Form of Support Agreement, dated as of August 28, 2001, by and
                  between AirGate PCS, Inc., iPCS, Inc. and each of
                  Blackstone/iPCS L.L.C., Blackstone iPCS Capital Partners L.P.,
                  Blackstone Communications Partners I L.P., TCW/Crescent
                  Mezzanine Partners II, L.P., TCW/Crescent Mezzanine Trust II,
                  TCW Leveraged Income Trust, L.P., TCW Leveraged Income Trust
                  II, L.P., TCW Leveraged Income Trust IV, L.P., TCW Shared
                  Opportunity Fund II, L.P., Shared Opportunity Fund IIB,
                  L.L.C., TCW Shared

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<PAGE>

                  Opportunity Fund III, L.P., Geneseo Communications, Inc.,
                  Cambridge Telcom, Inc. and Gridley Enterprises, Inc.

      10.42++     Form of Registration Rights Agreement by and among AirGate
                  PCS, Inc., Blackstone/iPCS L.L.C., Blackstone iPCS Capital
                  Partners L.P., Blackstone Communications Partners I L.P.,
                  TCW/Crescent Mezzanine Partners II, L.P., TCW/Crescent
                  Mezzanine Trust II, TCW Leveraged Income Trust, L.P., TCW
                  Leveraged Income Trust II, L.P., TCW Leveraged Income Trust
                  IV, L.P., TCW Shared Opportunity Fund II, L.P., Shared
                  Opportunity Fund IIB, L.L.C., TCW Shared Opportunity Fund III,
                  L.P., Geneseo Communications, Inc., Cambridge Telcom, Inc.,
                  Cass Communications, Inc., Technology Group, LLC, Montrose
                  Mutual PCS, Inc., Gridley Enterprises, Inc., Timothy M. Yager
                  and Kelly M. Yager.

      10.43+++    First Amendment of Amended and Restated Employment Agreement
                  effective as of August 28, 2001 by and between iPCS Wireless,
                  Inc., Linda Wokoun and iPCS, Inc.

      10.44+++    First Amendment of Amended and Restated Employment Agreement
                  effective as of August 28, 2001 by and between iPCS Wireless,
                  Inc., Stebbins B. Chandor, Jr. and iPCS, Inc.

      10.45+++    First Amendment of Amended and Restated Employment Agreement
                  effective as of August 28, 2001 by and between iPCS Wireless,
                  Inc., Anthony R. Muscato and iPCS, Inc.

      18.1        Preferability letter dated February 14, 2002 from KPMG LLP
                  regarding a change in accounting principle.

      21.1*       Subsidiaries of iPCS, Inc.

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

*        Incorporated by reference to exhibits filed with registrant's Form S-4
         (Registration No. 333-47688).
**       Incorporated by reference to exhibit filed with registrant's Form 8-K
         filed on March 15, 2001.
***      Incorporated by reference to exhibits filed with registrant's Form 10-K
         for the fiscal year ended December 31, 2000.
****     Incorporated by reference to exhibits filed with registrant's Form S-1
         (Registration No. 333-32064).
*****    Incorporated by reference to exhibits filed with registrant's Form 10-Q
         for the quarter ending March 31, 2001.
+        Incorporated by reference to exhibits filed with registrant's Form 10-Q
         for the quarter ending June 30, 2001.
++       Incorporated by reference to exhibits filed with registrant's Form 8-K
         filed on August 31, 2001.
+++      Incorporated by reference to exhibits filed with registrant's Form 10-Q
         for the quarter ending September 30, 2001.
Y        Confidential treatment has been requested on these documents.


                                     37