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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM 10-K/A

(Amendment No. 2)


[X]   Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the Fiscal Year Ended December 31, 2002

or

[  ]   Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934

For the Transition Period from        to

COMMISSION FILE NUMBER:1-15325

TRITON PCS HOLDINGS, INC.

(Exact name of Registrant as specified in its charter)


|                                                                        |  |                                                   
|----------------------------------------------------------------------- |  | --------------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization) |  | 23-2974475
(I.R.S. employer
identification number)

1100 Cassatt Road
Berwyn, Pennsylvania 19312
(Address and zip code of principal executive offices)

(610) 651-5900
(Registrants telephone number, including area code)

|                                                             
|-------------------------------------------------------------
|Securities registered pursuant to Section 12(b) of the Act:  
|Title of Class
Class A common stock, $.01 par value per share

|                                    
|------------------------------------
|Name of Exchange on Which Registered

New York Stock Exchange

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

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 o

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

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes x       No o

As of February 28, 2003, 60,255,510 shares of registrants Class A common stock
and 7,926,099 shares of the registrants Class B non-voting common stock were
outstanding, and the aggregate market value of shares of Class A common stock
and Class B non-voting common stock held by non-affiliates was approximately
$103.1 million.





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TABLE OF CONTENTS



|                                                                                              |                                                                                           |                                                                                                                  |  |  |  |  |  | 
|--------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------- |  |  |  |  |  | 
|ITEM 6. SELECTED FINANCIAL DATA                                                              
|ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|ITEM 8. FINANCIAL STATEMENTS & SUPPLEMENTARY DATA                                            
|                                                                                              | REPORT OF INDEPENDENT ACCOUNTANTS                                                        
|                                                                                              | Consolidated Balance Sheets                                                              
|                                                                                              | Consolidated Statements of Operations and Comprehensive Loss                             
|                                                                                              | Consolidated Statements of Redeemable Preferred Equity and Stockholders Equity (Deficit)
|                                                                                              |                                                                                           | Consolidated Statements of Redeemable Preferred Equity and Stockholders Equity (Deficit) (Dollars in Thousands)
|                                                                                              | Consolidated Statements of Cash Flows                                                    
|                                                                                              | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                               
|ITEM 14. CONTROLS AND PROCEDURES                                                             
|ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K                     
|SIGNATURES                                                                                   
|CERTIFICATION                                                                                
|CONSENT OF PRICEWATERHOUSECOOPERS LLP                                                        
|CERTIFICATION OF CHIEF EXECUTIVE OFFICER                                                     
|CERTIFICATION OF CHIEF FINANCIAL OFFICER                                                     



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TRITON PCS HOLDINGS, INC.
2002 FORM 10-K/A ANNUAL REPORT
TABLE OF CONTENTS

|                                                                                                                    |  |                                                                                           |    |  |     | 
|------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------- | -- |  | --- | 
|Item 6                                                                                                              |  | Selected Financial Data                                                                   |    |  | 3   | 
|Item 7                                                                                                              |  | Managements Discussion and Analysis of Financial
Condition and Results of Operations     |    |  | 4   | 
|Item 8                                                                                                              |  | Financial Statements & Supplementary Data                                                 |    |  | F-1 | 
|                                                                                                                    |  | Report of Independent Accountants                                                         |    |  | F-2 | 
|                                                                                                                    |  | Consolidated Balance Sheets                                                               |    |  | F-3 | 
|                                                                                                                    |  | Consolidated Statements of Operations and Comprehensive Loss                              |    |  | F-4 | 
|                                                                                                                    |  | Consolidated Statements of Redeemable Preferred Equity and
Stockholders Equity (Deficit) |    |  | F-5 | 
|                                                                                                                    |  | Consolidated Statements of Cash Flows                                                     |    |  | F-6 | 
|                                                                                                                    |  | Notes to Consolidated Financial Statements                                                |    |  | F-7 | 
|Item 14                                                                                                             |  | Controls and Procedures                                                                   |    |  | 17  | 
|Item 15                                                                                                             |  | Exhibits, Financial Statement Schedules and Reports on Form 8-K                           |    |  | 18  | 
|Signatures                                                                                                          |  |                                                                                           |    |  | 29  | 
|Certification of Chief Executive Officer Pursuant to Rule 13a-14 of the Securities
Exchange Act of 1934             |  |                                                                                           | 31 | 
|Certification of Chief Financial Officer Pursuant to Rule 13a-14 of the Securities
Exchange Act of 1934             |  |                                                                                           | 32 | 
|Certification of Chief Operating Officer Pursuant to Rule 13a-14 of the Securities
Exchange Act of 1934             |  |                                                                                           | 33 | 
|Certification of Senior Vice President of Operations Pursuant to Rule 13a-14 of the
Securities Exchange Act of 1934 |  |                                                                                           | 34 | 

Explanatory Note

This annual report on Form 10-K/A is being filed to amend Items 6, 7, 8 and 15.
Accordingly, pursuant to Rule 12b-15 under the Securities Exchange Act of
1934, as amended, this Form 10-K/A contains the complete text of Items 6, 7, 8
and 15, as amended, and Item 14. In this Form 10-K/A, Triton, refers to
Triton PCS Holdings, Inc. and its subsidiaries. Triton is filing this Form
10-K/A as an amendment to its annual report on Form 10-K for the year ended
December 31, 2002 that was filed with the Securities and Exchange Commission on
March 25, 2003 in order to restate its 2002 annual results to reflect deferred
tax adjustments resulting from the adoption of Statement of Financial
Accounting Standards No. 142, Goodwill and Other Intangible Assets (SFAS No.
142). Upon further analysis completed by Triton, management determined that an
adjustment was required to properly reflect Tritons tax provision reflected in
its 2002 financial statements as presented in the Form 10-K for the year ended
December 31, 2002 as filed on March 25, 2003. This non-cash adjustment of
$23.7 million is the result of Triton having to establish a valuation allowance
against its deferred tax assets, as Triton is no longer able to reasonably
estimate the period of reversal, if any, for deferred tax liabilities related
to licensing costs as the result of the adoption of SFAS No. 142. As a result,
Triton may not rely on the reversal of deferred tax liabilities associated with
licensing costs as a means to realize Tritons deferred tax assets, which
primarily represent net operating loss carryforwards. Additionally, due to a
lack of earnings history, Triton cannot rely, for accounting purposes, on
forecasts of future earnings as a means to realize its deferred tax assets.
Accordingly, Triton has determined that, pursuant to the provisions of SFAS No.
109, deferred tax valuation allowances are required on those deferred tax
assets. Triton has not updated the information contained herein for events and
transactions occurring subsequent to the date of the original Annual Report on
Form 10-K for the year ended December 31, 2002. Triton, therefore, recommends
that this report be read in conjunction with Tritons reports filed subsequent
to the original filing date.

2



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ITEM 6. SELECTED FINANCIAL DATA

The following tables present selected financial data derived from audited
financial statements of Triton for the years ended December 31, 1998, 1999,
2000, 2001 and 2002. In addition, subscriber data for the same periods is
presented. The following financial information is qualified by reference to
and should be read in conjunction with Managements Discussion and Analysis of
Financial Condition and Results of Operations and the financial statements and
related notes appearing elsewhere in this amended report.

|                                                               |                                                                                                                                                                                                                                                  |   |                          |        |                         |        |            |         |                                   |         |            |         |             |         |            |         |  |         |            |         |          |         | 
|-------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | - | ------------------------ | ------ | ----------------------- | ------ | ---------- | ------- | --------------------------------- | ------- | ---------- | ------- | ----------- | ------- | ---------- | ------- |  | ------- | ---------- | ------- | -------- | ------- | 
|                                                               |                                                                                                                                                                                                                                                  |   |                          |        | Year Ended December 31,
|                                                               |                                                                                                                                                                                                                                                  |   |                          |        |                         |        |            |         |                                   |         |            |         |             |         |            |         |  |         |            |         | 2002 (3)
|                                                               |                                                                                                                                                                                                                                                  |   |                          |        | 1998                    |        | 1999       |         | 2000                              |         | 2001       |         | As Restated
|                                                               |                                                                                                                                                                                                                                                  |   |                          |        |                         |        |            |         |                                   |         |            |         |            
|                                                               |                                                                                                                                                                                                                                                  |   |                          |        |                         |        |            |         | (in thousands, except share data) |         |            |         |            
|Statement of Operations Data:                                  |                                                                                                                                                                                                                                                  |   |                          |        |                         |        |            |         |                                   |         |            |         |             |         |            |         |  |         |            |        
|Revenues:                                                      |                                                                                                                                                                                                                                                  |   |                          |        |                         |        |            |         |                                   |         |            |         |             |         |            |         |  |         |            |        
|                                                               | Service                                                                                                                                                                                                                                          |   | $                        | 11,122 |                         |        | $          | 61,798  |                                   |         | $          | 220,940 |             |         | $          | 387,381 |  |         | $          | 502,402 |         
|                                                               | Roaming                                                                                                                                                                                                                                          |   |                          | 4,651  |                         |        |            | 44,281  |                                   |         |            | 98,492  |             |         |            | 126,909 |  |         |            | 175,405 |         
|                                                               | Equipment                                                                                                                                                                                                                                        |   |                          | 755    |                         |        |            | 25,405  |                                   |         |            | 34,477  |             |         |            | 25,810  |  |         |            | 38,178  |         
|                                                               |                                                                                                                                                                                                                                                  |   |                          |        |                         |        |            |         |                                   |         |            |         |             |         |            |         |  |         |            |         |         
|                                                               |                                                                                                                                                                                                                                                  |   | Total revenues           |        |                         | 16,528 |            |         |                                   | 131,484 |            |         |             | 353,909 |            |         |  | 540,100 |            |         |          | 715,985 | 
|                                                               |                                                                                                                                                                                                                                                  |   |                          |        |                         |        |            |         |                                   |         |            |         |             |         |            |         |  |         |            |         |         
|Expenses:                                                      |                                                                                                                                                                                                                                                  |   |                          |        |                         |        |            |         |                                   |         |            |         |             |         |            |         |  |         |            |        
|                                                               | Costs of service and equipment (excluding the below
amortization, excluding depreciation of $220,
$15,964,
$63,183, $90,851 and $114,007, respectively, and
excluding noncash compensation of $0, $142, $1,026,
$2,544 and $3,646, respectively) |   |                          | 10,466 |                         |        |            | 107,521 |                                   |         |            | 194,686 |             |         |            | 248,013 |  |         |            | 296,598 |         
|                                                               | Selling, general and administrative (excluding
depreciation of $744, $4,531, $13,072, $16,657 and
$16,072, respectively, and excluding noncash
compensation of $1,120, $3,167, $7,241, $14,647 and
$17,784, respectively)                        |   |                          | 18,799 |                         |        |            | 100,187 |                                   |         |            | 181,713 |             |         |            | 228,163 |  |         |            | 252,921 |         
|                                                               | Non-cash compensation                                                                                                                                                                                                                            |   |                          | 1,120  |                         |        |            | 3,309   |                                   |         |            | 8,267   |             |         |            | 17,191  |  |         |            | 21,430  |         
|                                                               | Depreciation (1)                                                                                                                                                                                                                                 |   |                          | 964    |                         |        |            | 20,495  |                                   |         |            | 76,255  |             |         |            | 107,508 |  |         |            | 130,079 |         
|                                                               | Amortization                                                                                                                                                                                                                                     |   |                          | 5,699  |                         |        |            | 14,126  |                                   |         |            | 17,876  |             |         |            | 19,225  |  |         |            | 4,926   |         
|                                                               |                                                                                                                                                                                                                                                  |   |                          |        |                         |        |            |         |                                   |         |            |         |             |         |            |         |  |         |            |         |         
|                                                               |                                                                                                                                                                                                                                                  |   | Total operating expenses |        |                         | 37,048 |            |         |                                   | 245,638 |            |         |             | 478,797 |            |         |  | 620,100 |            |         |          | 705,954 | 
|                                                               |                                                                                                                                                                                                                                                  |   |                          |        |                         |        |            |         |                                   |         |            |         |             |         |            |         |  |         |            |         |         
|Income/(loss) from operations                                  |                                                                                                                                                                                                                                                  |   | (20,520                  | )      |                         |        | (114,154   | )       |                                   |         | (124,888   | )       |             |         | (80,000    | )       |  |         | 10,031     |        
|Interest expense                                               |                                                                                                                                                                                                                                                  |   | (30,391                  | )      |                         |        | (41,061    | )       |                                   |         | (55,903    | )       |             |         | (117,499   | )       |  |         | (144,086   | )      
|Other expense                                                  |                                                                                                                                                                                                                                                  |   |                         |        |                         |        |           |         |                                   |         | (326       | )       |             |         | (18,034    | )       |  |         | (7,693     | )      
|Interest and other income                                      |                                                                                                                                                                                                                                                  |   | 10,635                   |        |                         |        | 4,852      |         |                                   |         | 4,957      |         |             |         | 18,322     |         |  |         | 6,292      |        
|Gain on sale of marketable securities, net                     |                                                                                                                                                                                                                                                  |   |                         |        |                         |        | 1,003      |         |                                   |         |           |         |             |         |           |         |  |         |           |        
|                                                               |                                                                                                                                                                                                                                                  |   |                          |        |                         |        |            |         |                                   |         |            |         |             |         |            |         |  |         |            |         |         
|Loss before taxes                                              |                                                                                                                                                                                                                                                  | $ | (40,276                  | )      |                         | $      | (149,360   | )       |                                   | $       | (176,160   | )       |             | $       | (197,211   | )       |  | $       | (135,456   | )      
|Income tax expense (benefit)                                   |                                                                                                                                                                                                                                                  |   | (7,536                   | )      |                         |        |           |         |                                   |         | 746        |         |             |         | 1,372      |         |  |         | 25,039     |        
|Net loss                                                       |                                                                                                                                                                                                                                                  | $ | (32,740                  | )      |                         | $      | (149,360   | )       |                                   | $       | (176,906   | )       |             | $       | (198,583   | )       |  | $       | (160,495   | )      
|Accretion of preferred stock                                   |                                                                                                                                                                                                                                                  |   | (6,853                   | )      |                         |        | (8,725     | )       |                                   |         | (9,865     | )       |             |         | (10,897    | )       |  |         | (12,038    | )      
|                                                               |                                                                                                                                                                                                                                                  |   |                          |        |                         |        |            |         |                                   |         |            |         |             |         |            |         |  |         |            |         |         
|Net loss available to common stockholders                      |                                                                                                                                                                                                                                                  | $ | (39,593                  | )      |                         | $      | (158,085   | )       |                                   | $       | (186,771   | )       |             | $       | (209,480   | )       |  | $       | (172,533   | )      
|                                                               |                                                                                                                                                                                                                                                  |   |                          |        |                         |        |            |         |                                   |         |            |         |             |         |            |         |  |         |            |         |         
|Net loss per common share (basic and diluted)                  |                                                                                                                                                                                                                                                  | $ | (8.18                    | )      |                         | $      | (9.79      | )       |                                   | $       | (3.01      | )       |             | $       | (3.22      | )       |  | $       | (2.62      | )      
|                                                               |                                                                                                                                                                                                                                                  |   |                          |        |                         |        |            |         |                                   |         |            |         |             |         |            |         |  |         |            |         |         
|Weighted average common shares
outstanding (basic and diluted) |                                                                                                                                                                                                                                                  |   | 4,841,520                |        |                         |        | 16,142,482 |         |                                   |         | 62,058,844 |         |             |         | 64,968,315 |         |  |         | 65,885,515 |        
|                                                               |                                                                                                                                                                                                                                                  |   |                          |        |                         |        |            |         |                                   |         |            |         |             |         |            |         |  |         |            |         |         

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|                                             |  |                    |         |      |  |      |         |      |  |             |           |   |  |   |           |   |  |          |           |  
|-------------------------------------------- |  | ------------------ | ------- | ---- |  | ---- | ------- | ---- |  | ----------- | --------- | - |  | - | --------- | - |  | -------- | --------- | -
|                                             |  | As of December 31,
|                                             |  |                    |         |      |  |      |         |      |  |             |           |   |  |   |           |   |  | 2002 (3)
|                                             |  | 1998               |         | 1999 |  | 2000 |         | 2001 |  | As Restated
|                                             |  |                    |         |      |  |      |         |      |  |            
|                                             |  | (in thousands)    
|Balance Sheet Data:                          |  |                    |         |      |  |      |         |      |  |             |           |   |  |   |           |   |  |          |           |  
|Cash and cash equivalents                    |  | $                  | 146,172 |      |  | $    | 186,251 |      |  | $           | 1,617     |   |  | $ | 371,088   |   |  | $        | 212,450   |  
|Working capital (deficiency)                 |  |                    | 146,192 |      |  |      | 134,669 |      |  |             | (54,305   | ) |  |   | 283,314   |   |  |          | 172,090   |  
|Property, plant and equipment, net           |  |                    | 198,953 |      |  |      | 421,864 |      |  |             | 662,990   |   |  |   | 793,175   |   |  |          | 796,503   |  
|Intangible assets, net                       |  |                    | 308,267 |      |  |      | 315,538 |      |  |             | 300,161   |   |  |   | 283,847   |   |  |          | 395,249   |  
|Total assets                                 |  |                    | 686,859 |      |  |      | 979,797 |      |  |             | 1,065,570 |   |  |   | 1,682,342 |   |  |          | 1,617,571 |  
|Long-term debt and capital lease obligations |  |                    | 465,689 |      |  |      | 504,636 |      |  |             | 728,485   |   |  |   | 1,344,291 |   |  |          | 1,413,263 |  
|Redeemable preferred stock                   |  |                    | 80,090  |      |  |      | 94,203  |      |  |             | 104,068   |   |  |   | 114,965   |   |  |          | 127,003   |  
|Stockholders (deficit) equity               |  |                    | 95,889  |      |  |      | 233,910 |      |  |             | 55,437    |   |  |   | (39,221   | ) |  |          | (187,189  | )

|                            |                      |   |                         |          |      |   |         |          |      |   |         |          |   |   |         |          |   |   |         |          |  
|--------------------------- | -------------------- | - | ----------------------- | -------- | ---- | - | ------- | -------- | ---- | - | ------- | -------- | - | - | ------- | -------- | - | - | ------- | -------- | -
|                            |                      |   | Year Ended December 31,
|                            |                      |   | 1998                    |          | 1999 |   | 2000    |          | 2001 |   | 2002   
|                            |                      |   |                         |          |      |   |         |          |      |   |        
|                            |                      |   | (in thousands)         
|Other Data:                 |                      |   |                         |          |      |   |         |          |      |   |         |          |   |   |         |          |   |   |         |         
|Subscribers (end of period) |                      |   | 33,844                  |          |      |   | 195,204 |          |      |   | 446,401 |          |   |   | 685,653 |          |   |   | 830,159 |         
|Adjusted EBITDA (2)         |                      | $ | (12,737                 | )        |      | $ | (76,224 | )        |      | $ | (22,490 | )        |   | $ | 63,924  |          |   | $ | 166,466 |         
|Cash flows from:            |                      |   |                         |          |      |   |         |          |      |   |         |          |   |   |         |          |   |   |         |         
|                            | Operating activities |   |                         | (4,130   | )    |   |         | (61,071  | )    |   |         | (22,253  | ) |   |         | (3,514   | ) |   |         | 54,090   |  
|                            | Investing activities |   |                         | (372,372 | )    |   |         | (191,538 | )    |   |         | (346,444 | ) |   |         | (318,181 | ) |   |         | (236,637 | )
|                            | Financing activities |   |                         | 511,312  |      |   |         | 292,688  |      |   |         | 184,063  |   |   |         | 691,166  |   |   |         | 23,909   |  

(1)  Includes a gain of $10.9 million on the sale of property and equipment for
the year ended December 31, 1999.

(2)  Adjusted EBITDA is net loss plus net interest expense, income taxes,
depreciation and amortization adjusted for other expense (which was exclusively
non-cash) and non-cash compensation. We believe Adjusted EBITDA provides a
meaningful measure of liquidity, providing additional information on our cash
earnings from on-going operations and on our ability to service our long-term
debt and other fixed obligations and our ability to fund continued growth with
internally generated funds. Adjusted EBITDA also is considered by many
financial analysts to be a meaningful indicator of an entitys ability to meet
its future financial obligations. Adjusted EBITDA should not be construed as
an alternative to cash flows from operating activities as determined in
accordance with United States GAAP. See Reconciliation of Non-GAAP Financial
Measures in Managements Discussion and Analysis of Financial Condition and
Results of Operations. Our method of computation may or may not be comparable
to other similarly titled measures of other companies.

(3)  The selected financial data for 2002 has been restated for matters related
to the realization of deferred tax assets. See Note 17 to the Consolidated
Financial Statements.




ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

Introduction

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

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

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

We began generating revenues from the sale of personal communications services
in the first quarter of 1999 as part of our initial personal communications
services network deployment. Since our initial network deployment, we have
successfully launched and offered personal communications service to
approximately 13.6 million people in all of our 37 markets.

Critical Accounting Polices and Estimates

Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in
the United States. The preparation of these financial statements requires us to
make estimates and judgments that affect the reported amounts of assets,
liabilities, revenues and expenses, and related disclosure of contingent assets
and liabilities. On an on-going basis, we evaluate our estimates, including
those related to bad debts, inventories, income taxes, contingencies and
litigation. We base our estimates on historical experience and on various other
assumptions that we believe are reasonable under the circumstances, the
results of which form the basis for making judgments about the carrying values
of assets and liabilities that are not readily apparent from other sources.
Actual results may differ from these estimates under different assumptions or
conditions.

We believe the following critical accounting policies affect our more
significant judgments and estimates used in the preparation of our consolidated
financial statements.



| |  |  | We recognize revenues as services are rendered. Unbilled revenues
result from service provided from the billing cycle date to the end of
the month and from other carriers customers using our network.
Activation revenue is deferred and recognized over the estimated
subscribers life. Equipment sales are a separate earnings process from
other services offered by Triton and are recognized upon delivery to the
customer and reflect charges to customers for wireless handset equipment
purchases.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | We maintain allowances for doubtful accounts for estimated losses
resulting from the inability of our subscribers to make required
payments. If the financial condition of a material portion of our
subscribers were to deteriorate, resulting in an impairment of their
ability to make payments, additional allowances may be required.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  |  | We write down our inventory for estimated obsolescence or
unmarketable inventory equal to the difference between the cost of
inventory and the estimated market value based upon assumptions about
future demand and market conditions. If actual market conditions are
less favorable than those we projected, additional inventory write-downs
may be required.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  |  | We record a valuation allowance to reduce our deferred tax assets to
the amount that is more likely than not to be realized. While we have
considered future taxable income and ongoing prudent and feasible tax
planning strategies in assessing the need for the valuation allowance,
in the event we were to determine that we would be able to realize our
deferred tax assets in the future in excess of its net recorded amount,
an adjustment to the deferred tax asset would increase income in the
period we made that determination. Likewise, should we determine that
we would not be able to realize all or part of our net deferred tax
asset in the future, an adjustment to the deferred tax asset would be
charged to income in the period we made that determination.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  |  | We assess the impairment of long-lived assets, other than
indefinite-lived intangible assets, whenever events or changes in
circumstances indicate the carrying value may not be recoverable.
Factors we consider important that could trigger an impairment review
include significant underperformance relative to historical or projected
future operating results or significant changes in the manner of use of
the assets or in the strategy for our overall business. The carrying
amount of a long-lived asset is not recoverable if it exceeds the sum of
the undiscounted cash flows expected to result from the use and eventual
disposition of the asset. When we determine that the carrying value of
a long-lived asset is not recoverable, we measure any impairment based
upon a projected discounted cash flow method using a discount rate we
determined to be commensurate with the risk involved. Our primary
indefinite-lived intangible assets are FCC licenses. We test
investments in FCC licenses for impairment annually or more frequently
if events or changes in circumstances indicate that the FCC licenses may
be impaired. The impairment test consists of a comparison of the fair
value with the carrying value. We aggregate all of our FCC licenses for
the purpose of performing the impairment test as the licenses are
operated as a single asset and, as such, are essentially inseparable
from one another.

Revenue

We derive our revenue from the following sources:



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

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| |  |  | Equipment.We sell wireless personal communications handsets and
accessories that are used by our customers in connection with our
wireless services. Equipment sales are a separate earnings process from
other services offered by Triton, and we recognize equipment sales upon
delivery to the customer and reflect charges to customers for wireless
handset equipment purchases. In addition, the fair value of a handset
received from a customer in a handset upgrade transaction is recorded as
equipment revenue.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Roaming.We charge per minute fees to other wireless
telecommunications companies for their customers use of our network
facilities to place and receive wireless services.                                                                                                                                                                                                                                                                                                                                               

We believe our roaming revenues will be subject to seasonality. We expect to
derive increased revenues from roaming during vacation periods, reflecting the
large number of tourists visiting resorts in our coverage area. Although we
expect our overall revenues to increase due to increasing roaming minutes, our
per-minute roaming revenue will decrease over time according to the terms of
our agreements with AT&T Wireless and other carriers.

Costs and Expenses

Our costs of services and equipment include:



| |  |  | Equipment.We purchase personal communications services handsets and
accessories from third party vendors to resell to our customers for use
in connection with our services. Because we subsidize the sale of
handsets to encourage the use of our services, the cost of handsets is
higher than the resale price to the customer. We do not manufacture any
of this equipment.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Roaming Fees.We incur fees to other wireless communications
companies based on airtime usage by our customers on other wireless
communications networks.                                                                                                                                                                                                                       
|
| |  |  | Transport and Variable Interconnect.We incur charges associated with
interconnection with other wireline and wireless carriers networks.
These fees include monthly connection costs and other fees based on
minutes of use by our customers.                                                                                                                                 
|
| |  |  | Variable Long Distance.We pay usage charges to other communications
companies for long distance service provided to our customers. These
variable charges are based on our subscribers usage, applied at
pre-negotiated rates with the other carriers.                                                                                                                        
|
| |  |  | Cell Site Costs.We incur expenses for the rent of towers, network
facilities, engineering operations, field technicians and related
utility and maintenance charges.                                                                                                                                                                                                           

Recent industry data indicate that transport, interconnect, roaming and long
distance charges that we currently incur will continue to decline, due
principally to competitive pressures and new technologies.

Other expenses include:



| |  |  | Selling, General and Administrative. Our selling expense includes
advertising and promotional costs, commission expense for our indirect,
direct and e-commerce agents, and fixed charges such as store rent and
retail associates salaries. General and administrative expense includes
customer care, billing, information technology, finance, accounting and
legal services. Functions such as customer care, billing, finance,
accounting and legal services are likely to remain centralized in order
to achieve economies of scale.                                                                                                                                                                                                                                                                                                                                                                                      
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | Depreciation and Amortization.Depreciation of property and equipment
is computed using the straight-line method, generally over three to
twelve years, based upon estimated useful lives. Leasehold improvements
are amortized over the lesser of the useful lives of the assets or the
term of the lease. Network development costs incurred to ready our
network for use are capitalized. Depreciation of network development
costs begins when the network equipment is ready for its intended use
and is depreciated over the estimated useful life of the asset. Prior
to January 1, 2002, our personal communications services licenses and
our cellular licenses were being amortized over a period of 40 years.
In 2002, we adopted SFAS No. 142 Goodwill and Other Intangible Assets,
or SFAS No. 142, and as a result, we ceased to amortize our FCC
licenses, which we believe qualify as having an indefinite life.
|
| |  |  | Non-cash Compensation.As of December 31, 2002, we recorded $74.6
million of deferred compensation associated with the issuances of our
common and preferred stock to employees. We will recognize this
compensation over four to five years as the stock vests.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|
| |  |  | Interest Expense (Income). Interest expense through December 31, 2002
consists of interest on our credit facility, our 11% senior subordinated
discount notes due 2008, our 9 3/8% senior subordinated notes due 2011
and our 8 3/4% senior subordinated notes due 2011, net of capitalized
interest. Interest income is earned primarily on our cash and cash
equivalents.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|
| |  |  | Other Expense. Other expense primarily includes the mark-to-market
of our interest rate swaps that do not qualify as hedges.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|
| |  |  | Income Tax Expense. Income tax expense primarily includes non-cash
tax adjustments resulting from Triton having to establish a valuation
allowance against its deferred tax assets, as Triton is no longer able
to reasonably estimate the period of reversal for deferred tax
liabilities related to licensing costs as the result of the adoption of
SFAS No. 142. As a result, we may not rely on the reversal, if any, of
deferred tax liabilities associated with licensing costs as a means to
realize our deferred tax assets, which primarily represent net operating
loss carryforwards. Additionally, due to a lack of earnings history, we
cannot rely, for
accounting purposes, on forecasts of future earnings as a means to realize
our deferred tax assets. Accordingly, we have                                                                                                                                  

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| |  |  | determined that, pursuant to
the provisions of SFAS No. 109, deferred tax valuation allowances are
required on those deferred tax assets.
| |  |  | -----------------------------------------------------------------------------------------------------------------------------------------

Our ability to improve our margins will depend on our ability to manage our
variable costs, including selling, general and administrative expense, costs
per gross added subscriber and costs of maintaining and upgrading our network.
We expect our operating costs to grow as our operations expand and our customer
base and call volumes increase. Over time, these expenses should represent a
reduced percentage of revenues as our customer base grows.

Results of Operations

All data for 2002 is presented on a restated basis. See Note 17 to the
Consolidated Financial Statements.

Year ended December 31, 2002 compared to the year ended December 31, 2001

Net subscriber additions were 144,506 for the year ended December 31, 2002,
bringing our total subscribers to 830,159 as of December 31, 2002, an increase
of 21.1% over our subscriber total as of December 31, 2001. The increase in
subscribers was primarily due to continued demand for our digital service
offerings and pricing plans. During the year ended December 31, 2002, 100% of
our gross subscriber additions were post-pay on a one or two year service
contract.

Subscriber churn was 2.16% and 1.95% for the years ended December 31, 2002 and
2001, respectively. Subscriber churn is calculated by dividing subscriber
deactivations by our average subscriber base for the respective period. We
believe that our churn rate remains consistently low compared to industry
average due to our high quality system performance, our commitment to quality
customer service and our focused retention efforts.

Average revenue per user, or ARPU, was $56.07 and $58.78 for the years ended
December 31, 2002 and 2001, respectively. Subscriber ARPU reflects the average
amount billed to subscribers based on rate plan offerings. Subscriber ARPU
excludes service revenue credits made to retain existing subscribers of $0.93
and $1.30 for the years ended December 31, 2002 and 2001, respectively. These
retention credits are excluded from our calculation of ARPU, as these are
discretionary reductions of the amount billed to a subscriber. We have no
contractual obligation to issue these credits, therefore, our ARPU reflects the
amount subscribers have contractually agreed to pay Triton. ARPU is calculated
by dividing service revenue, excluding service revenue credits made to existing
subscribers, by our average subscriber base for the respective period. We
continue to focus on attracting new customers with rate plans that provide more
value to the customer at a higher average customer bill. The $2.71 decrease, or
4.6%, was primarily the result of a change in our rate plan mix, as many
existing high ARPU subscribers migrated to our new service offering, the
UnPlan, to take advantage of the plans unlimited minutes for calls from the
subscribers local calling area at a lower monthly cost.

Total revenue increased 32.6% to $716.0 million for the year ended December 31,
2002 from $540.1 million for the year ended December 31, 2001. Service revenue
for the year ended December 31, 2002 was $502.4 million, an increase of $115.0
million or 29.7%, compared to $387.4 million for the year ended December 31,
2001. The increase in service revenue was due primarily to growth of
subscribers. We expect subscriber growth to continue, and hence, we expect
service revenue to continue to increase. Roaming revenue was $175.4 million
for the year ended December 31, 2002, an increase of $48.5 million, or 38.2%,
compared to $126.9 million for the year ended December 31, 2001. The increase
in roaming revenue was the result of increased roaming minutes of use resulting
from the expansion of our network, the implementation of new roaming agreements
with such carriers as Cingular Wireless and the overall growth in the wireless
industry. We expect the growth of the wireless industry to continue in the
future, and as a result, we expect roaming revenue to continue to increase.
Equipment revenue was $38.2 million for the year ended December 31, 2002, an
increase of $12.4 million or 48.1%, compared to $25.8 million for the year
ended December 31, 2001. Equipment revenue now includes the revenue earned in
the sale of a handset or handset accessories to new and existing subscribers.
In addition, equipment revenue includes the fair value of handsets received
from a subscriber in a handset upgrade or exchange transaction, which was
previously classified as contra expense in cost of equipment. Prior period
amounts have been reclassified to conform with the current period presentation.
The reclassification did not impact Adjusted EBITDA or income (loss) from
continuing operations. The equipment revenues increase was due primarily to an
increase in the sale of phone upgrades to existing subscribers.

Cost of service was $212.2 million for the year ended December 31, 2002, an
increase of $37.7 million or 21.6%, compared to $174.5 million for the year
ended December 31, 2001. The increase was related to the higher volume of
traffic on our network driven by subscriber growth and higher roaming minutes
of use. As a result of the variable components of cost of service, such as
interconnect and toll, our cost of service may increase in conjunction with
anticipated subscriber growth. Cost of service as a percentage of revenue,
excluding equipment revenue, was 31.3% and 33.9% for the years ended December
31, 2002, and 2001, respectively. The decrease of 2.6% was primarily
attributable to increased leverage on fixed interconnect and cell site costs.
Cost of service as a percentage of revenue, excluding equipment revenue, may
decline in the future as we continue to leverage our fixed cost of service
against increased revenue.

Cost of equipment was $84.4 million for the year ended December 31, 2002, an
increase of $10.9 million or 14.8%, compared to $73.5 million for the year
ended December 31, 2001. Cost of equipment includes the cost associated with
the sale or exchange of a
handset or handset accessories to new and existing subscribers. Cost of
equipment now excludes the fair value of handsets received

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from a subscriber in
a handset upgrade or exchange transaction, which was previously classified as
contra expense in cost of equipment. Prior period amounts have been
reclassified to conform with the current period presentation. The
reclassification did not impact Adjusted EBITDA or income (loss) from
continuing operations. The increase in cost of equipment was driven primarily
by an increase in the sale of phone upgrades to existing customers.

Selling, general and administrative expenses were $252.9 million for the year
ended December 31, 2002, an increase of $24.7 million, or 10.8%, compared to
$228.2 million for the year ended December 31, 2001. Selling expenses increased
by $3.3 million or 3.1%, primarily due to increased commissions offered to
sales associates and agent distributors to promote the UnPlan. General and
administrative expenses increased by $21.4 million or 17.4%, primarily due to
expansion of the number of customer care representatives to support our
customer growth. Although our collection effort remained focused, bad debt
expense increased from $12.1 million in 2001 to $18.9 million in 2002. The
increase of $6.8 million was the result of the growth of our subscriber base
and higher involuntary churn. As a result of the variable components of
selling, general and administrative expense, such as customer care personnel
and billing costs, our selling, general and administrative expenses may
increase in conjunction with anticipated subscriber growth. General and
administrative expenses as a percentage of revenue, excluding equipment
revenue, was 21.3% and 24.0% for the years ended December 31, 2002 and 2001,
respectively. The decrease of 2.7% is primarily attributable to increased
customer care efficiency and increased leverage on other fixed costs. General and administrative
expense as a percentage of revenue, excluding
equipment revenue, may decline in the future as we continue to leverage our
fixed general and administrative costs against increased revenue.

Beginning July 1, 2002, we changed our method of calculating cost per gross
addition, or CPGA. CPGA is calculated by dividing the sum of equipment margin
for handsets sold to new subscribers (equipment revenue less cost of equipment)
and selling expenses related to adding new subscribers by total
gross subscriber additions during the relevant period. Retail customer service expenses
and the equipment margin on handsets sold to or exchanged with existing
subscribers, including handset exchange and upgrade transactions, have been
excluded, as these costs are incurred specifically for existing subscribers.
Previously, retail customer service expenses and the additional equipment
margin loss on handset exchanges with existing subscribers related to the costs
to refurbish handsets received from existing subscribers were part of the
calculation of CPGA. The total retail customer service expenses excluded from
our calculation of CPGA was $6.1 million and $3.8 million and the equipment
margin excluded from our calculation of CPGA was $10.7 million and $2.5 million
for the years ended December 31, 2002 and 2001, respectively. The equipment
margin excluded from our calculation of CPGA includes $1.0 million and $0.7
million, respectively, of costs to refurbish handsets received from existing
subscribers in a handset exchange. The increase in equipment margin on
transactions with existing subscribers is the result of the growth and aging of
our subscriber base.

|     |  |                   |     |                   |  |            |     |            |  |   |     |  |  |   |     | 
|---- |  | ----------------- | --- | ----------------- |  | ---------- | --- | ---------- |  | - | --- |  |  | - | --- | 
|     |  | Year Ended        |     | Year Ended       
|     |  | December 31, 2001 |     | December 31, 2002
|     |  |                   |     |                  
|     |  | Currently         |     | Previously        |  | Currently  |     | Previously
|     |  | Calculated        |     | Calculated        |  | Calculated |     | Calculated
|     |  |                   |     |                   |  |            |     |           
|CPGA |  | $                 | 406 |                   |  | $          | 415 |            |  | $ | 421 |  |  | $ | 442 | 

Non-cash compensation expense was $21.4 million for the year ended December 31,
2002, an increase of $4.2 million or 24.4%, compared to $17.2 million for the
year ended December 31, 2001. The increase is attributable to the vesting of an
increased number of restricted shares of Holdings Class A common stock awarded
to management in prior years.

Depreciation and amortization expenses were $135.0 million for the year ended
December 31, 2002, an increase of $8.3 million or 6.6%, compared to $126.7
million for the year ended December 31, 2001. The increase relates primarily to
increased depreciation expense due to the growth in the depreciable asset base
resulting from capital expenditures, partially offset by the effect of ceasing
amortization on our FCC licenses in accordance with SFAS 142, Goodwill and
Other Intangible Assets. In addition, we incurred $3.9 million of charges
during 2002 as the result of losses on the sale of fixed assets as well as
charges to accelerate depreciation on certain assets as a result of
managements decision not to complete the construction of certain network
infrastructure. Depreciation will continue to increase as additional portions
of our network are placed into service.

Interest expense was $144.1 million, net of capitalized interest of $4.2
million, for the year ended December 31, 2002. Interest expense was $117.5
million, net of capitalized interest of $5.9 million, for the year ended
December 31, 2001. The increase of $26.6 million, or 22.6%, relates primarily
to increases of interest expense on our January 2001 private placement of
$350.0 million aggregate principal amount of 9 3/8% senior subordinated notes
and our November 2001 private placement of $400.0 million aggregate principal
amount of 8 3/4% senior subordinated notes, offset partially by a decrease of
interest expense on our bank credit facility. The aggregate interest expense
of these debt instruments increased from $74.9 million for the year ended
December 31, 2001 to $94.2 million for the year ended December 31, 2002.
Interest expense also increased $5.1 million due to the accretion of interest
on our May 1998 private placement of $512.0 million aggregate principal amount
of 11% senior subordinated discount notes and a decrease in capitalized
interest of $1.7 million for the year ended December 31, 2002.

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We had a weighted average interest rate of 9.69% for the year ended December
31, 2002, on our average borrowings under our bank credit facility and our
average obligation for the senior subordinated debt, as compared with the 9.43%
weighted average interest rate for the year ended December 31, 2001.

Other expense was $7.7 million and $18.0 million for the years ended December
31, 2002 and 2001, respectively. The decrease of $10.3 million, or 57.2%,
relates primarily to a decrease in the loss on the mark to market of our
interest rate swaps, which was $5.4 million and $12.9 million for the years
ended December 31, 2002 and 2001, respectively. The losses were recognized as
the result of the change in fair value of our interest rate swap derivative
instruments, which did not qualify as hedges. These interest rate swaps do not
qualify as hedges as the result of the repayment, in November of 2001, of
previously matched variable rate debt under our bank facility with proceeds
from our 8 3/4% note offering. In addition, write-offs of deferred financing
costs decreased from $4.0 million for the year ended December 31, 2001 to $0.4
million for the year ended December 31, 2002. These write-offs were a result
of the early repayment of a portion of our credit facility.

Interest and other income was $6.3 million for the year ended December 31,
2002, a decrease of $12.0 million, or 65.6%, compared to $18.3 million for the
year ended December 31, 2001. The decrease of $12.0 million was due primarily
to lower average interest rates on lower average cash balances.

Income tax expense, as restated, was $25.0 million for the year ended December
31, 2002, an increase of $23.6 million compared to $1.4 million for the year
ended December 31, 2001. The increase was due primarily to non-cash tax
adjustments to establish a valuation allowance against our deferred tax assets
as we are no longer able to reasonably estimate the period of reversal, if any,
for deferred tax liabilities related to licensing costs as the result of the
adoption of SFAS No. 142 on January 1, 2002. As a result, we may not rely on
the reversal of deferred tax liabilities associated with licensing costs as a
means to realize our deferred tax assets, which primarily represent net
operating loss carryforwards. Additionally, due to a lack of earnings history,
we cannot rely, for accounting purposes, on forecasts of future earnings as a
means to realize our deferred tax assets. Accordingly, we have determined
that, pursuant to the provisions of SFAS No. 109, deferred tax valuation
allowances are required on those deferred tax assets.

Net loss, as restated, was $160.5 million and $198.6 million for the years
ended December 31, 2002 and 2001, respectively. The net loss decrease of $38.1
million resulted primarily from the items discussed above.

Year ended December 31, 2001 compared to the year ended December 31, 2000

Net subscriber additions were 239,252 for the year ended December 31, 2001,
bringing our total subscribers to 685,653 as of December 31, 2001, an increase
of 53.6% over our subscriber total as of December 31, 2000. The increase in
subscribers was primarily due to continued strong demand for our digital
service offerings and pricing plans.

Subscriber churn was 1.95% and 1.80% for the years ended December 31, 2001 and
2000, respectively.

ARPU was $58.78 and $60.99 for the years ended December 31, 2001 and 2000,
respectively. Subscriber ARPU excludes service revenue adjustments made to
retain existing subscribers of $1.30 and $0.92 for the years ended December 31,
2001 and 2000, respectively. The $2.21 decrease, or 3.6%, was primarily the
result of a change in our rate plan mix, as subscribers who are new to the
wireless sector typically begin service with a lower monthly access plan.

Total revenue increased 52.6% to $540.1 million for the year ended December 31,
2001 from $353.9 million for the year ended December 31, 2000. Service revenue
for the year ended December 31, 2001 was $387.4 million, an increase of $166.5
million or 75.4%, compared to $220.9 million for the year ended December 31,
2000. The increase in service revenue was due primarily to strong growth of
subscribers. Equipment revenue was $25.8 million for the year ended December
31, 2001, a decline of $8.7 million or 25.2%, compared to $34.5 million for the
year ended December 31, 2000. The equipment revenue decline was due primarily
to a decrease in the average revenue per item sold, partially offset by an
increase in the quantities sold. Roaming revenue was $126.9 million for the
year ended December 31, 2001, an increase of $28.4 million or 28.8%, compared
to $98.5 million for the year ended December 31, 2000. The increase in roaming
revenue was the result of increased roaming minutes of use resulting from the
expansion of our network, partially offset by a contractual decrease in our
service charge per minute.

Cost of service was $174.5 million for the year ended December 31, 2001, an
increase of $49.2 million, or 39.3%, compared to $125.3 million for the year
ended December 31, 2000. Approximately 40% of the increase was due to the
expansion of our network. We added approximately 350 cell sites to our network
in 2001. The remaining increase of approximately 60% over the prior year was
the result of an increase in the charges paid to connect calls on other
networks, including access, interconnection and toll-related charges. These
increases were due primarily to increased costs of expanding and maintaining
our wireless network to support an increase in the number of subscriber and
roaming minutes of use.

Cost of equipment was $73.5 million for the year ended December 31, 2001, an
increase of $4.1 million or 5.9%, compared to $69.4 million for the year ended
December 31, 2000. The increase was due primarily to an increase in gross
subscriber additions, partially offset by a decrease in the average cost of
items sold.

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Selling, general and administrative costs were $228.2 million for the year
ended December 31, 2001, an increase of $46.5 million or 25.6%, compared to
$181.7 million for the year ended December 31, 2000. Selling expenses increased
approximately $6.3 million, or 6.4%, primarily due to increased commission and
headcount related costs. This increase resulted from a 16.7% increase in gross
subscriber additions in the year ended December 31, 2001, versus the prior year
ended December 31, 2000. The increase was also attributable to increasing the
points of distribution in our company-owned retail store channel by 27% in
2001. The general and administrative increase of approximately $40.2 million,
or 48.3%, was primarily due to the development and growth of infrastructure
and staffing related to information technology, customer care, collections,
retention and other administrative functions established in conjunction with
the corresponding growth in our subscriber base.

Non-cash compensation expense was $17.2 million for the year ended December 31,
2001, an increase of $8.9 million or 107.2%, compared to $8.3 million for the
year ended December 31, 2000. The increase is attributable to the vesting of an
increased number of restricted shares of Holdings Class A common stock awarded
to management in prior years.

Depreciation and amortization expenses were $126.7 million for the year ended
December 31, 2001, an increase of $32.6 million or 34.6% compared to $94.1
million for the year ended December 31, 2000. The increase relates primarily to
increased depreciation expense due to the growth in the depreciable asset base
resulting from capital expenditures. Depreciation will continue to increase as
additional portions of our network were placed into service.

Interest expense was $117.5 million, net of capitalized interest of $5.9
million, for the year ended December 31, 2001. Interest expense was $55.9
million, net of capitalized interest of $9.5 million, for the year ended
December 31, 2000. The increase of $61.6 million, or 110.2% relates primarily
to $32.0 million of interest from our $350.0 million 9 3/8% senior subordinated
notes offering completed in January 2001 and $4.6 million of interest from our
$400.0 million 8 3/4% senior subordinated notes offering completed in November
2001. For the year ended December 31, 2001, we had a weighted average interest
rate of 9.43% on our average borrowings under our bank credit facility and our
average obligation for the senior subordinated debt as compared with 10.98% for
the year ended December 31, 2000. In addition, interest expense was higher on
the credit facility due to mandatory draws on the facility in 2001.

Other expense was $18.0 million and $0.3 million for the years ended December
31, 2001 and 2000, respectively. The increase of $17.7 million is primarily
the result of a $12.9 million loss on the mark to market of interest rate swaps
for the year ended December 31, 2001. There was no loss on the
market-to-market of interest rate swaps in 2000. This loss was the result of
paying down $390.0 million of the credit facility with net proceeds from the 8
3/4% senior subordinated notes offering, which caused certain fixed interest
rate derivatives to no longer qualify as cash flow hedges in accordance with
SFAS No. 133, Accounting for Derivative Instruments and Hedging Activities,
as amended by SFAS No. 137 and SFAS No. 138. The fair value of these
non-qualifying hedges on November 14, 2001 and subsequent changes in their fair
value were recorded in the statement of operations as other expense for the
year ended December 31, 2001. All interest rate swaps qualified as hedges in
2000, and therefore, the changes in the fair value of the interest rate swaps
were recorded through accumulated other comprehensive income. Also attributing
to the increase in other expense was a write-off of approximately $4.0 million
of deferred financing costs in 2001. The write-off was a result of the early
repayment of a portion of our credit facility with the proceeds from our 8 3/4%
note offering.

Interest and other income was $18.3 million for the year ended December 31,
2001, an increase of $13.3 million or 266.0%, compared to $5.0 million for the
year ended December 31, 2000. The increase of $13.3 million was due primarily
to interest on higher average cash balances.

Net loss was $198.6 million and $176.9 million for the years ended December 31,
2001 and 2000, respectively. The net loss increase of $21.7 million resulted
primarily from the items discussed above.

Liquidity and Capital Resources

The construction of our network and the marketing and distribution of wireless
communications products and services have required, and will continue to
require, substantial capital. Capital outlays have included license
acquisition costs, capital expenditures for network construction, funding of
operating cash flow losses and other working capital costs, debt service and
financing fees and expenses. We estimate that capital expenditures for network
construction will be approximately $120.0 million to $140.0 million in 2003.
In January 2003, we completed a reduction in our workforce, eliminating 170
positions, which we anticipate will result in approximately $8.0 million
reduction in operating costs for 2003. We believe that cash on hand and
available credit facility borrowings will be sufficient to meet our projected
capital requirements through 2004, at which time we expect to become free cash
flow positive. Although we estimate that these funds will be sufficient to
finance our continued growth, we may have additional capital requirements,
which could be substantial for future upgrades and advances in new technology.

Preferred Stock.As part of our joint venture agreement with AT&T Wireless,
Holdings issued 732,371 shares of its Series A preferred stock to AT&T Wireless
PCS. The Series A preferred stock provides for cumulative dividends at an
annual rate of 10% on the $100 liquidation value per share plus unpaid
dividends. These dividends accrue and are payable quarterly; however, we may
defer all cash payments due to the holders until June 30, 2008, and quarterly
dividends are payable in cash thereafter. To date, all such dividends have been
deferred. The Series A preferred stock is redeemable at the option of its
holders beginning in 2018 and at our option, at its liquidation value plus
unpaid dividends on or after February 4, 2008. On and after February 4, 2006,
the Series A preferred stock is also convertible at the option of its holders
for shares of our Class A common stock having a market value equal to the

liquidation value plus unpaid dividends on the Series A

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preferred stock. We may not pay dividends on, or, subject to specified
exceptions, repurchase shares of our common stock without the consent of the
holders of the Series A preferred stock.

Credit Facility.On September 14, 2000, Triton PCS, Inc., a wholly owned
subsidiary of Holdings, entered into a second amended and restated credit
agreement that provided for a senior secured bank facility with a group of
lenders for an aggregate amount of $750.0 million of borrowings. On November
14, 2001, we extinguished $390.0 million of the bank facility with net proceeds
from the 8 3/4% senior subordinated notes offering. We began to repay the then
outstanding term loans in quarterly installments, beginning on February 4,
2002. On March 8, 2002, the credit agreement was amended to create a new term
loan with $125.0 million of available borrowings. On October 16, 2002, we
entered into a fourth amendment that provided greater flexibility in the total
leverage and interest coverage covenant requirements. In exchange for the
covenant changes, we agreed to reduce the facility by $50.0 million. The
commitment reduction consisted of a $30.0 million pro-rata repayment of
outstanding borrowings and a $20.0 million reduction in unfunded commitments.
On February 26, 2003, we entered into a fifth amendment that extended the
availability period for draws on the Tranche E term loan from March 8, 2003 to
June 8, 2003. As of December 31, 2002, we had $208.0 million and $215.0
million of outstanding borrowings and committed availability, respectively,
under the bank facility. The bank facility provides for:



| |  |  | a $10.8 million senior secured Tranche A term loan maturing in May
2006, $10.8 million of which was outstanding as of December 31, 2002;       
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | a $123.1 million senior secured Tranche B term loan maturing in
February 2007, $123.1 million of which was outstanding as of December
31, 2002;
|
| |  |  | a $10.8 million senior secured Tranche C term loan maturing in May
2006, $10.8 million of which was outstanding as of December 31, 2002;       
|
| |  |  | a $63.3 million senior secured Tranche D term loan maturing in May
2006, $63.3 million of which was outstanding as of December
31, 2002;       
|
| |  |  | a $115.0 million senior secured Tranche E term loan maturing in
February 2007, none of which was outstanding as of December 31, 2002;
and      
|
| |  |  | a $100.0 million senior secured revolving credit facility maturing
in May 2006, none of which was outstanding as of
December 31, 2002.         

The terms of the bank facility will permit us, subject to various terms and
conditions, including compliance with specified financial covenants, to draw up
to the remaining amount available under the bank facility to finance working
capital requirements, capital expenditures, permitted acquisitions and for
other corporate purposes. Borrowings under the bank facility are subject to
customary terms and conditions. As of December 31, 2002, we were in compliance
with all such covenants.

The commitments to make loans under the revolving credit facility are
automatically and permanently reduced in installments beginning in August 2004
through May 2006. In addition, the credit agreement requires us to make
mandatory prepayments of outstanding borrowings under the credit facility based
on a percentage of excess cash flow and contains financial and other covenants
customary for facilities of this type, including limitations on investments and
on our ability to incur debt and pay dividends.

Senior Subordinated Notes.On May 4, 1998, Triton PCS completed the private
placement of $512.0 million principal amount at maturity of 11% senior
subordinated discount notes due 2008 under Rule 144A and Regulation S of the
Securities Act of 1933. The proceeds of the offering, after deducting the
initial purchasers discount, were $291.0 million. The 11% senior subordinated
discount notes due 2008 are guaranteed by all of Triton PCSs subsidiaries. The
indenture for the notes contains customary covenants, including covenants that
limit our subsidiaries ability to pay dividends to us, make investments and
incur debt. The indenture also contains customary events of default. On
October 30, 1998, Triton PCS closed its registered exchange offer of $512.0
million aggregate principal amount at maturity of its 11% senior subordinated
discount notes due 2008 for $512.0 million aggregate principal amount at
maturity of its newly issued 11% senior subordinated discount notes due 2008,
which have been registered under the Securities Act.

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

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

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2002, Triton PCS closed its registered exchange offer of $400.0 million
principal amount of its 8 3/4% senior subordinated notes due 2011 for $400.0
million principal amount of its newly issued 8 3/4% senior subordinated notes
due 2011, which have been registered under the Securities Act.

Equity Offering.On February 28, 2001, we issued and sold 3,500,000 shares of
Class A common stock in a public offering at $32.00 per share and raised
approximately $106.1 million, net of $5.9 million of costs.

Adjusted EBITDA. We believe net loss plus net interest expense, income taxes,
depreciation and amortization adjusted for other expense (which was exclusively
non-cash) and non-cash compensation, or Adjusted EBITDA, provides a meaningful
measure of liquidity, providing additional information on our cash earnings
from on-going operations and on our ability to service our long-term debt and
other fixed obligations and our ability to fund our continued growth with
internally generated funds. Adjusted EBITDA also is considered by many
financial analysts to be a meaningful indicator of an entitys ability to meet
its future financial obligations. Adjusted EBITDA should not be construed as
an alternative to cash flows from operating activities as determined in
accordance with United States GAAP. Adjusted EBITDA was $166.5 million, $63.9
million and ($22.5) million for the years ended December 31, 2002, 2001 and
2000, respectively.

Historical Cash Flow.As of December 31, 2002, we had $212.5 million in cash
and cash equivalents, as compared to $371.1 million in cash and cash
equivalents at December 31, 2001. Net working capital was $172.1 million at
December 31, 2002 and $283.3 million at December 31, 2001. The $54.1 million of
cash provided by operating activities during the year ended December 31, 2002
was the result of our net loss of $160.5 million and $45.6 million of cash used
by changes in working capital and other long-term assets, offset by $260.2
million of depreciation and amortization, deferred income taxes, accretion of
interest, non-cash compensation, bad debt expense, loss in equity investment
and loss on derivative instruments. The $236.6 million of cash used by
investing activities during the year ending December 31, 2002 was primarily
related to capital expenditures associated with our network build-out and the
acquisition of FCC licenses. These capital expenditures were made primarily to
enhance and expand our wireless network in order to increase capacity and to
satisfy subscriber needs and competitive requirements. We will continue to
upgrade our network capacity and service quality to support our anticipated
subscriber growth. The $23.9 million provided by financing activities during
the year ended December 31, 2002 relates primarily to our $65.0 million draw
against our credit facility partially offset by $42.0 million of credit
facility repayments.

As of December 31, 2001, we had $371.1 million in cash and cash equivalents, as
compared to $1.6 million in cash and cash equivalents at December 31, 2000. Net
working capital/(deficit) was $283.3 million at December 31, 2001 and ($54.3)
million at December 31, 2000. The $3.5 million of cash used in operating
activities during the year ended December 31, 2001 was the result of our net
loss of $198.6 million and $22.8 million of cash used in changes in working
capital and other long-term assets and offset by $217.9 million of depreciation
and amortization, accretion of interest, non-cash compensation, bad debt
expense, loss in equity investment and loss on derivative instruments. The
$318.2 million of cash used by investing activities during the year ending
December 31, 2001 was related primarily to capital expenditures associated with
our network build-out and advances to Lafayette. These capital expenditures
were made primarily to enhance and expand our wireless network in order to
increase capacity and to satisfy subscriber needs and competitive requirements.
We will continue to upgrade our network capacity and service quality to support
our anticipated subscriber growth. The $691.2 million provided by financing
activities during the year ended December 31, 2001 relates primarily to our
$281.0 million draw against our credit facility, $729.0 million of net proceeds
from the issuances of senior subordinated notes and $106.7 million of net
proceeds from our equity offering, partially offset by $428.8 million of credit
facility repayments.

Contractual Obligations and Commercial Commitments

The following table provides aggregate information about our contractual
obligations and the periods in which payments are due. These disclosures are
also included in the footnotes to the financial statements, and the relevant
footnotes are cross-referenced in the table below.

|                                   |  |                        |           |        |  |           |        |           |  |       |         |           |  |   |         |         |  |          |           |  |  |  |    | 
|---------------------------------- |  | ---------------------- | --------- | ------ |  | --------- | ------ | --------- |  | ----- | ------- | --------- |  | - | ------- | ------- |  | -------- | --------- |  |  |  | -- | 
|                                   |  | Payments Due by Period |           |        |  |          
|                                   |  | (dollars in thousands) |           |        |  |          
|                                   |  |                        |           |        |  |          
|                                   |  |                        |           |        |  | Less than |        |           |  |       |         |           |  |   |         | After 4 |  | Footnote
|Contractual Obligation             |  | Total                  |           | 1 year |  | 1-2 years |        | 3-4 years |  | Years |         | Reference
|                                   |  |                        |           |        |  |           |        |           |  |       |         |          
|Short-term debt                    |  | $                      | 17,169    |        |  | $         | 17,169 |           |  | $     |        |           |  | $ |        |         |  | $        |          |  |  |  | 5  | 
|Long-term debt                     |  |                        | 1,413,263 |        |  |           |       |           |  |       | 45,833  |           |  |   | 147,710 |         |  |          | 1,219,720 |  |  |  | 5  | 
|Operating leases                   |  |                        | 281,305   |        |  |           | 48,845 |           |  |       | 76,973  |           |  |   | 52,742  |         |  |          | 102,745   |  |  |  | 12 | 
|                                   |  |                        |           |        |  |           |        |           |  |       |         |           |  |   |         |         |  |          |           |  |  |  |    | 
|Total cash
contractual
obligations |  | $                      | 1,711,737 |        |  | $         | 66,014 |           |  | $     | 122,806 |           |  | $ | 200,452 |         |  | $        | 1,322,465 |  |  |  |    | 

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Reconciliation of Non-GAAP Financial Measures

We utilize certain financial measures that are not calculated in accordance
with accounting principles generally accepted in the United States, or GAAP, to
assess our financial performance. A non-GAAP financial measure is defined as a
numerical measure of a companys financial performance that (i) excludes
amounts, or is subject to adjustments that have the effect of excluding
amounts, that are included in the comparable measure calculated and presented
in accordance with GAAP in the statement of income or statement of cash flows;
or (ii) includes amounts, or is subject to adjustments that have the effect of
including amounts, that are excluded from the comparable measure so
calculated and presented. The discussion of each non-GAAP financial measure we
use in this report appear above under Adjusted EBITDA and Results of
Operations. A brief description of the calculation of each measure is
included where the particular measure is first discussed. Our method of
computation may or may not be comparable to other similarly titled measures of
other companies.
The following tables reconcile our non-GAAP financial measures with our
financial statements presented in accordance with GAAP.

|                                                    |                                            |      |            |                         |   |      |            |             |   |      |            |             |   |    |            |             |   |   |             |               |   | 
|--------------------------------------------------- | ------------------------------------------ | ---- | ---------- | ----------------------- | - | ---- | ---------- | ----------- | - | ---- | ---------- | ----------- | - | -- | ---------- | ----------- | - | - | ----------- | ------------- | - | 
|                                                    |                                            |      |            | Year Ended December 31,
|Adjusted EBITDA                                     |                                            | 1998 |            | 1999                    |   | 2000 |            | 2001        |   | 2002
|                                                    |                                            |      |            |                         |   |      |            |             |   |     
|                                                    |                                            |      |            |                         |   |      |            |             |   |      |            |             |   |    |            |             |   |   |             | (As restated)
|Net cash provided by (used in) operating activities |                                            | ($   | 4,130,000  | )                       |   | ($   | 61,071,000 | )           |   | ($   | 22,253,000 | )           |   | ($ | 3,514,000  | )           |   | $ | 54,090,000  |              
|                                                    | Change in operating assets and liabilities |      |            | (5,079,000              | ) |      |            | (10,391,000 | ) |      |            | (1,532,000  | ) |    |            | 22,871,000  |   |   |             | 45,579,000    |  
|                                                    | Change in deferred income taxes            |      |            | 7,536,000               |   |      |            |            |   |      |            | (272,000    | ) |    |            |            |   |   |             | (23,674,000   | )
|                                                    | Interest expense                           |      |            | 30,391,000              |   |      |            | 41,061,000  |   |      |            | 55,903,000  |   |    |            | 117,499,000 |   |   |             | 144,086,000   |  
|                                                    | Accretion of interest                      |      |            | (22,648,000             | ) |      |            | (38,213,000 | ) |      |            | (42,688,000 | ) |    |            | (48,271,000 | ) |   |             | (53,969,000   | )
|                                                    | Interest and other income                  |      |            | (10,635,000             | ) |      |            | (4,852,000  | ) |      |            | (4,957,000  | ) |    |            | (18,322,000 | ) |   |             | (6,292,000    | )
|                                                    | Bad debt expense                           |      |            | (636,000                | ) |      |            | (2,758,000  | ) |      |            | (7,763,000  | ) |    |            | (12,103,000 | ) |   |             | (18,889,000   | )
|                                                    | Other expense                              |      |            |                        |   |      |            |            |   |      |            | 326,000     |   |    |            | 4,392,000   |   |   |             | 496,000       |  
|                                                    | Income tax expense (benefit)               |      |            | (7,536,000              | ) |      |            |            |   |      |            | 746,000     |   |    |            | 1,372,000   |   |   |             | 25,039,000    |  
|                                                    |                                            |      |            |                         |   |      |            |             |   |      |            |             |   |    |            |             |   |   |             |              
|Adjusted EBITDA                                     |                                            | ($   | 12,737,000 | )                       |   | ($   | 76,224,000 | )           |   | ($   | 22,490,000 | )           |   | $  | 63,924,000 |             |   | $ | 166,466,000 |              

The table above reconciles Adjusted EBITDA with what management believes is the
most directly comparable GAAP measure of liquidity, cash provided by (used in)
operating activities. We believe Adjusted EBITDA provides a meaningful measure
of liquidity, providing additional information on our cash earnings from
on-going operations, our ability to service our long-term debt and other fixed
obligations and our ability to fund continued growth with internally generated
funds. Adjusted EBITDA also is considered by many financial analysts to be a
meaningful indicator of an entitys ability to meet its future financial
obligations. Adjusted EBITDA should not be construed as an alternative to cash
flows from operating activities as determined in accordance with GAAP.

|                                |                                  |      |                         |             |  |      |             |             |  |   |             |             | 
|------------------------------- | -------------------------------- | ---- | ----------------------- | ----------- |  | ---- | ----------- | ----------- |  | - | ----------- | ----------- | 
|                                |                                  |      | Year Ended December 31,
|Average revenue per user (ARPU) |                                  | 2000 |                         | 2001        |  | 2002
|                                |                                  |      |                         |             |  |     
|Service revenue                 |                                  | $    | 220,940,000             |             |  | $    | 387,381,000 |             |  | $ | 502,402,000 |            
|                                | Subscriber retention credits (1) |      |                         | 3,372,000   |  |      |             | 8,771,000   |  |   |             | 8,510,000   | 
|                                |                                  |      |                         |             |  |      |             |             |  |   |             |            
|                                | Adjusted service revenue         |      |                         | 224,312,000 |  |      |             | 396,152,000 |  |   |             | 510,912,000 | 
|                                |                                  |      |                         |             |  |      |             |             |  |   |             |            
|                                | Average subscribers              |      |                         | 306,499     |  |      |             | 561,619     |  |   |             | 759,279     | 
|ARPU                            |                                  | $    | 60.99                   |             |  | $    | 58.78       |             |  | $ | 56.07       |            

We believe ARPU, which calculates the average service revenue billed to an
individual subscriber, is a useful measure to evaluate our past billable
service revenue and to assist in forecasting our future billable service
revenue. ARPU excludes service revenue credits made to retain existing
subscribers, as these are discretionary reductions of the amount billed to a
subscriber. We have no contractual obligation to issue these credits,
therefore, ARPU reflects the amount subscribers have contractually agreed to
pay us based on their specific usage pattern. ARPU is calculated by dividing
service revenue, excluding service revenue credits made to existing
subscribers, by our average subscriber base for the respective period. Average
subscribers is calculated by dividing the sum of our average subscribers for
each quarter of the relevant year by four.

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|                                                            |  |                         |             |      |  |      |             |   |  |   |             |  
|----------------------------------------------------------- |  | ----------------------- | ----------- | ---- |  | ---- | ----------- | - |  | - | ----------- | -
|                                                            |  | Year Ended December 31,
|                                                            |  |                        
|CPGA                                                        |  | 2000                    |             | 2001 |  | 2002
|                                                            |  |                         |             |      |  |     
|Selling expense                                             |  | $                       | 98,662,000  |      |  | $    | 104,987,000 |   |  | $ | 108,321,000 |  
|Total cost of equipment - transactions with new subscribers |  |                         | 68,788,000  |      |  |      | 71,055,000  |   |  |   | 70,224,000  |  
|                                                            |  |                         |             |      |  |      |             |   |  |   |             |  
|CPGA operating expenses                                     |  |                         | 167,450,000 |      |  |      | 176,042,000 |   |  |   | 178,545,000 |  
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|Cost of service                                             |  | $                       | 125,288,000 |      |  | $    | 174,500,000 |   |  | $ | 212,221,000 |  
|Cost of equipment - transactions with existing subscribers  |  |                         | 610,000     |      |  |      | 2,458,000   |   |  |   | 14,153,000  |  
|General and administrative                                  |  |                         | 83,051,000  |      |  |      | 123,176,000 |   |  |   | 144,600,000 |  
|Non-cash compensation                                       |  |                         | 8,267,000   |      |  |      | 17,191,000  |   |  |   | 21,430,000  |  
|Depreciation                                                |  |                         | 76,255,000  |      |  |      | 107,508,000 |   |  |   | 130,079,000 |  
|Amortization                                                |  |                         | 17,876,000  |      |  |      | 19,225,000  |   |  |   | 4,926,000   |  
|                                                            |  |                         |             |      |  |      |             |   |  |   |             |  
|Total operating expenses                                    |  |                         | 478,797,000 |      |  |      | 620,100,000 |   |  |   | 705,954,000 |  
|                                                           
|                                                           
|                                                           
|                                                           
|                                                           
|CPGA operating expenses (from above)                        |  | $                       | 167,450,000 |      |  | $    | 176,042,000 |   |  | $ | 178,545,000 |  
|Equipment revenue - transactions with new subscribers       |  |                         | (34,477,000 | )    |  |      | (25,810,000 | ) |  |   | (34,729,000 | )
|                                                            |  |                         |             |      |  |      |             |   |  |   |             |  
|CPGA costs, net                                             |  | $                       | 132,973,000 |      |  | $    | 150,232,000 |   |  | $ | 143,816,000 |  
|Gross subscriber additions                                  |  |                         | 317,308     |      |  |      | 370,358     |   |  |   | 341,271     |  
|CPGA                                                        |  | $                       | 419         |      |  | $    | 406         |   |  | $ | 421         |  

We believe CPGA is a useful measure that quantifies the incremental costs to
acquire a new subscriber. This measure also provides a gauge to compare our
average acquisition costs per new subscriber to that of other wireless
communication providers.

Relationship with Lafayette Communications Company L.L.C.

We hold a 39% interest in Lafayette, an entrepreneur under FCC guidelines.
During 2002, Lafayette held 18 FCC licenses, covering a population of
approximately 6.3 million people. On September 30, 2002, we acquired certain
FCC licenses from Lafayette in markets
covering a population of approximately 2.9 million people in areas of Georgia,
Tennessee and Virginia, for an aggregate fair value of $21.7 million. This
acquisition was consummated to meet the spectrum needs of our current network
overlay of GSM/GPRS technology. We have entered into agreements with Lafayette
to acquire additional licenses from Lafayette for an aggregate fair value of
$126.9 million. We expect these acquisitions to be consummated in the second
quarter of 2003.

As of December 31, 2002, we have funded approximately $74.5 million of senior
loans to Lafayette to finance the acquisition of licenses. The carrying value
of these loans has been adjusted for any losses in excess of our initial
investment. In connection with the loans, Lafayette has and will guarantee our
obligations under our credit facility, and such senior loans are and will be
pledged to the lenders under our credit facility.

Because we do not control Lafayette, we are accounting for our investment under
the equity method. Ordinarily, as the investor, we would record our
proportionate share of Lafayettes losses in our income statement. However,
Triton has committed to provide further financial support to Lafayette in order
to preserve its business relationship. Therefore, even in the absence of a
legally binding obligation, we are now recognizing 100% of Lafayettes losses,
which arise primarily from interest costs related to an assumed note payable to
the FCC.

In accordance with EITF 98-13, Accounting by an Equity Method Investor for
Investee Losses When the Investor Has Loans to and Investments in Other
Securities of the Investee, when the carrying amount of an investment has been
reduced to zero, the investor should continue to report its share of the equity
method losses in its statement of operations as an adjustment to the adjusted
basis of the loans receivable. As of December 31, 2001, we had written our
initial investment in Lafayette down to zero and had reduced its carrying value
of the approximate $74.5 million loan receivable from Lafayette, so as to
reflect 100% of Lafayettes cumulative loss of approximately $2.5 million.

On October 9, 2002, and as amended on December 2 and December 31, 2002, we
entered into an agreement with Lafayette for the acquisition of 10 MHz of
spectrum in Anderson, Charleston, Columbia, Florence, Greenville, Greenwood,
Orangeburg and Sumter, South Carolina, for approximately $114.7 million. On
December 2, 2002, we entered into an agreement with Lafayette for the
acquisition of 10 MHz of spectrum in Myrtle Beach, South Carolina, Augusta,
Georgia, Fredericksburg, Virginia and Lynchburg, Virginia for approximately
$12.2 million. The applications seeking FCC approval for these transactions
have been filed, and we expect to consummate the transactions in the second
quarter of 2003. Following consummation of these transactions, we plan to
demand repayment of the outstanding senior loans to Lafayette.

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New Accounting Pronouncements

In June of 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 143, Accounting for Obligations Associated
with the Retirement of Long-Lived Assets. SFAS No. 143 requires entities to
record the fair value of a liability for an asset retirement obligation in the
period in which it is incurred and capitalize that amount as part of the book
value of the long-lived asset. Over time, the liability is accreted to its
present value each period, and the capitalized cost is depreciated over the
useful life of the related asset. Upon settlement of the liability, an entity
either settles the obligation for its recorded amount or incurs a gain or loss
upon settlement. This statement is effective for financial statements for
fiscal years beginning after June 15, 2002. We have certain legal obligations,
principally related to our leased cell site properties, which fall within the
scope of SFAS No. 143. These legal obligations include obligations to remediate
leased property on which cell sites are located. In conjunction with the
adoption of SFAS No. 143 effective January 1, 2003, we did not record asset
retirement obligations for network infrastructure assets subject to the
provisions of this statement as the fair value of the obligations could not
reasonably be estimated. We believe that uncertainty as to the eventual
settlement of legal obligations exists due to trends in the wireless
communications industry, including the rapid growth in minutes of use on
wireless networks, increasing subscriber penetration and deployment of advanced
wireless data technologies such as GSM/GPRS. Therefore, these factors increase
the probability that third parties would not contractually enforce their
remediation rights related to the sites. Based on the combination of these
industry trends and our limited experience in removing sites, it is not
probable that any sites will be removed in the foreseeable future and require
remediation. Therefore, sufficient information to estimate a range of potential
settlement dates is not available. In accordance with SFAS No. 143, we will not
recognize a liability until such information becomes known.

In April 2002, the Financial Accounting Standards Board issued SFAS No. 145,
Rescission of FASB Statements No. 4, 44 and 64, Amendment of SFAS Statement
No. 13 and Technical Corrections as of April 2002. SFAS No. 145 primarily
addresses: (i) the income statement classification of gains or losses from the
extinguishment of debt as ordinary or extraordinary and (ii) the treatment of
certain lease modifications with sale-leaseback accounting when they have an
economic effect similar to a sale-leaseback agreement. The provisions of SFAS
No. 145 are effective for fiscal years beginning after May 15, 2002. Any gain
or loss on extinguishment of debt that was classified as an extraordinary item
in prior periods presented that does not meet the criteria in Accounting
Principles Board Opinion No. 30 for classification as an extraordinary item
shall be reclassified. Early application of the provisions of this Statement
related to the rescission of SFAS No. 4 is encouraged. As such, we have
reclassified an extraordinary
loss on the extinguishment of debt in 2001 to other expense. We do not believe
further implementation of this statement will have a material impact on our
financial position or results of operations.

In June 2002, the Financial Accounting Standards Board issued SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal Activities. SFAS No.
146 nullifies EITF 94-3 Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity. The principle difference
between SFAS No. 146 and EITF 94-3 relates to SFAS No. 146s requirements for
recognition of a liability for a cost associated with an exit or disposal
activity. SFAS No. 146 requires that a liability for a cost associated with an
exit or disposal activity be recognized when the liability is incurred. Under
EITF 94-3, a liability for an exit cost as generally defined in EITF 94-3 was
recognized at the date of an entitys commitment to an exit plan. A fundamental
conclusion reached by the FASB in this statement is that an entitys commitment
to a plan, by itself, does not create an obligation that meets the definition
of a liability. Therefore, this statement eliminates the definition and
requirements for recognition of exit costs in EITF 94-3. This statement also
establishes that fair value is the objective for initial measurement of the
liability. The provisions of SFAS No. 146 are effective for fiscal years
beginning after December 31, 2002. We will apply this statement to the
accounting for all prospective exit or disposal activities.

In December 2002, the Financial Accounting Standards Board issued SFAS No. 148,
Accounting for Stock Based Compensation-Transition and Disclosure. SFAS No.
148 amends SFAS No. 123 Accounting for Stock Based Compensation. SFAS No.
148 primarily (i) provides an alternative method of transition for a voluntary
change to the fair value based method of accounting for stock-based employee
compensation and (ii) requires prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results. The
provisions of SFAS No. 148 are effective for the fiscal years beginning after
December 15, 2002. We will disclose our method of accounting for stock-based
employee compensation and the effect of the method used on reported results in
future financial statements.

In February 2003, the Emerging Issues Task Force issued EITF 00-21 Revenue
Arrangements with Multiple Deliverables. EITF 00-21 primarily addresses
certain aspects of the accounting by a vendor for arrangements under which it
will perform multiple revenue-generating activities. Specifically, it
addresses how to determine whether an arrangement involving multiple
deliverables contains more than one unit of accounting. In applying EITF
00-21, separate contracts with the same entity or related parties that are
entered into at or near the same time are presumed to have been negotiated as a
package and should, therefore, be evaluated as a single arrangement in
considering whether there are one or more units of accounting. That presumption
may be overcome if there is sufficient evidence to the contrary. EITF 00-21
also addresses how arrangement consideration should be measured and allocated
to the separate units of accounting in the arrangement. The provisions of EITF
00-21 are effective for revenue arrangements entered into in fiscal periods
beginning after June 15, 2003. We are currently evaluating the impact this
statement will have on our financial position or results of operations.

15



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In February 2003, the Emerging Issues Task Force issued EITF 02-16 Accounting
by a Customer (including a Reseller) for Certain Consideration Received from a
Vendor. Issue 1 of EITF 02-16 primarily addresses the circumstances under
which cash consideration received from a vendor by a reseller should be
considered (a) an adjustment of the prices of the vendors products or services
and, therefore, characterized as a reduction of cost of sales when recognized
in the resellers income statement, (b) an adjustment to a cost incurred by the
reseller and, therefore, characterized as a reduction of that cost when
recognized in the resellers income statement, or (c) a payment for assets or
services delivered to the vendor and, therefore, characterized as revenue when
recognized in the resellers income. The provisions of Issue 1 of EITF 02-16
are effective for fiscal periods beginning after December 15, 2002. Issue 2 of
EITF 02-16 addresses vendors offering a customer a rebate or refund of a
specified amount of cash consideration that is payable only if the customer
completes a specified cumulative level of purchases or remains a customer for a
specified time period, when the customer should recognize the rebate and how
the customer should measure the amount of the offer. The provisions of Issue 2
of EITF 02-16 are effective for all arrangements entered into after November 1,
2002. We do not believe that this statement will have a material impact on our
financial position or results of operations.

In January 2003, the Financial Accounting Standards Board issued FASB
Interpretation No. 46, Consolidation of Variable Interest Entities, or FIN
46. FIN 46 requires a variable interest entity to be consolidated by a company
if that company is subject to a majority of the risk of loss from the variable
interest entitys activities or entitled to receive a majority of the entitys
residual returns or both. FIN 46 also requires disclosures about variable
interest entities that a company is not required to consolidate but in which it
has a significant variable interest. The consolidation requirements of FIN 46
apply immediately to variable interest entities created after January 31, 2003.
The consolidation requirements apply to existing entities in the first fiscal
year or interim period beginning after June 15, 2003. Certain of the disclosure
requirements apply in all financial statements issued after January 31, 2003,
regardless of when the variable interest entity was established. We are
currently evaluating the impact of FIN 46 on our financial statements and
related disclosures but do not believe that this statement will have a material
impact on our financial position or results of operations.

Inflation

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

16



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ITEM
8      . FINANCIAL STATEMENTS & SUPPLEMENTARY DATA

TRITON PCS HOLDINGS, INC.

INDEX TO FINANCIAL STATEMENTS

|                                                                                          |                                                      |  |     |     | 
|----------------------------------------------------------------------------------------- | ---------------------------------------------------- |  | --- | --- | 
|Consolidated Financial Statements:                                                        |                                                      |  |     |    
|Report of Independent Accountants                                                         |                                                      |  | F-2 |    
|Consolidated Balance Sheets as of December 31, 2001 and 2002                              |                                                      |  | F-3 |    
|Consolidated Statements of Operations and Comprehensive Loss                              |                                                      |  |     |    
|                                                                                          | for the years ended December 31, 2000, 2001 and 2002 |  |     | F-4 | 
|Consolidated Statements of Redeemable Preferred Equity and Stockholders Equity (Deficit) |                                                      |  |     |    
|                                                                                          | for the years ended December 31, 2000, 2001 and 2002 |  |     | F-5 | 
|Consolidated Statements of Cash Flows for the years ended December 31, 2000,              |                                                      |  |     |    
|                                                                                          | 2001 and 2002                                        |  |     | F-6 | 
|Notes to Consolidated Financial Statements                                                |                                                      |  | F-7 |    
|Schedule I  Condensed Financial Information of Triton PCS Holdings, Inc.                 |                                                      |  | 19  |    
|Schedule II  Valuation and Qualifying Accounts                                           |                                                      |  | 22  |    

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##### Table of Contents






REPORT OF INDEPENDENT ACCOUNTANTS

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

In our opinion, the consolidated financial statements listed in the index
appearing under Item 8 on page F-1 of this Form 10-K/A present fairly, in all
material respects, the financial position of Triton PCS Holdings, Inc. and its
subsidiaries at December 31, 2002 and 2001, and the results of their
operations and their cash flows for each of the three years in the period
ended December 31, 2002 in conformity with accounting principles generally
accepted in the United States of America. In addition, in our opinion, the
financial statement schedules listed in the index appearing under Item
15(a)(1) on page 18 of this Form 10-K/A, present fairly, in all material
respects, the information set forth therein when read in conjunction with the
related consolidated financial statements. These financial statements and
financial statement schedules are the responsibility of the Companys
management; our responsibility is to express an opinion on these financial
statements and financial statement schedules based on our audits. We
conducted our audits of these statements in accordance with auditing standards
generally accepted in the United States of America, which require that we plan
and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis
for our opinion.

As discussed in Note 4, effective January 1, 2002, the Company changed its
accounting for intangible assets pursuant to the provisions of Statement of
Financial Accounting Standards No. 142, Goodwill and Other Intangible
Assets.

As discussed in Note 17, the Company has restated its 2002 financial
statements in order to properly state its deferred income tax provision.

|                                                                                                                                                               | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------- | 
|/s/ PricewaterhouseCoopers LLP                                                                                                                                 | 
|                                                                                                                                                               | 
|Philadelphia, Pennsylvania
February 14, 2003, except for Note 16, as to
which the date is February 26, 2003, and Note 17,
as to which the date is May 19, 2003 | 

F-2



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##### Table of Contents






Triton PCS Holdings, Inc.
Consolidated Balance Sheets
(Dollars in thousands)

|                                                                                                                                                                                                                                               |                                                 |   |                   |           |                   |   |                            |           | 
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------- | - | ----------------- | --------- | ----------------- | - | -------------------------- | --------- | 
|                                                                                                                                                                                                                                               |                                                 |   | December 31, 2001 |           | December 31, 2002
|                                                                                                                                                                                                                                               |                                                 |   |                   |           |                  
|                                                                                                                                                                                                                                               |                                                 |   |                   |           |                   |   | (As restated, see Note 17)
|ASSETS:                                                                                                                                                                                                                                        |                                                 |   |                   |           |                   |   |                            |          
|Current assets:                                                                                                                                                                                                                                |                                                 |   |                   |           |                   |   |                            |          
|                                                                                                                                                                                                                                               | Cash and cash equivalents                       |   | $                 | 371,088   |                   |   | $                          | 212,450   | 
|                                                                                                                                                                                                                                               | Accounts receivable net of $3,345 and $7,008    |   |                   | 52,496    |                   |   |                            | 68,213    | 
|                                                                                                                                                                                                                                               | Accounts receivable  roaming partners          |   |                   | 16,189    |                   |   |                            | 23,037    | 
|                                                                                                                                                                                                                                               | Inventory, net                                  |   |                   | 28,477    |                   |   |                            | 28,510    | 
|                                                                                                                                                                                                                                               | Prepaid expenses                                |   |                   | 8,160     |                   |   |                            | 8,767     | 
|                                                                                                                                                                                                                                               | Other current assets                            |   |                   | 5,301     |                   |   |                            | 6,056     | 
|                                                                                                                                                                                                                                               |                                                 |   |                   |           |                   |   |                            |          
|Total current assets                                                                                                                                                                                                                           |                                                 |   | 481,711           |           |                   |   | 347,033                    |          
|Property and equipment:                                                                                                                                                                                                                        |                                                 |   |                   |           |                   |   |                            |          
|                                                                                                                                                                                                                                               | Land                                            |   |                   | 313       |                   |   |                            | 377       | 
|                                                                                                                                                                                                                                               | Network infrastructure and equipment            |   |                   | 871,523   |                   |   |                            | 1,004,323 | 
|                                                                                                                                                                                                                                               | Furniture, fixtures and computer equipment      |   |                   | 75,651    |                   |   |                            | 89,208    | 
|                                                                                                                                                                                                                                               | Capital lease assets                            |   |                   | 8,860     |                   |   |                            | 8,454     | 
|                                                                                                                                                                                                                                               | Construction in progress                        |   |                   | 55,651    |                   |   |                            | 37,647    | 
|                                                                                                                                                                                                                                               |                                                 |   |                   |           |                   |   |                            |          
|                                                                                                                                                                                                                                               |                                                 |   | 1,011,998         |           |                   |   | 1,140,009                  |          
|Less accumulated depreciation                                                                                                                                                                                                                  |                                                 |   | (218,823          | )         |                   |   | (343,506                   | )        
|                                                                                                                                                                                                                                               |                                                 |   |                   |           |                   |   |                            |          
|Net property and equipment                                                                                                                                                                                                                     |                                                 |   | 793,175           |           |                   |   | 796,503                    |          
|Intangible assets, net                                                                                                                                                                                                                         |                                                 |   | 283,847           |           |                   |   | 395,249                    |          
|Investment in and advances to non-consolidated entities                                                                                                                                                                                        |                                                 |   | 116,731           |           |                   |   | 72,019                     |          
|Other long term assets                                                                                                                                                                                                                         |                                                 |   | 6,878             |           |                   |   | 6,767                      |          
|                                                                                                                                                                                                                                               |                                                 |   |                   |           |                   |   |                            |          
|Total assets                                                                                                                                                                                                                                   |                                                 | $ | 1,682,342         |           |                   | $ | 1,617,571                  |          
|                                                                                                                                                                                                                                               |                                                 |   |                   |           |                   |   |                            |          
|LIABILITIES AND STOCKHOLDERS DEFICIT:                                                                                                                                                                                                         |                                                 |   |                   |           |                   |   |                            |          
|Current liabilities:                                                                                                                                                                                                                           |                                                 |   |                   |           |                   |   |                            |          
|                                                                                                                                                                                                                                               | Accounts payable                                |   | $                 | 96,529    |                   |   | $                          | 57,758    | 
|                                                                                                                                                                                                                                               | Bank overdraft liability                        |   |                   | 22,265    |                   |   |                            | 25,892    | 
|                                                                                                                                                                                                                                               | Accrued payroll & related expenses              |   |                   | 17,381    |                   |   |                            | 16,282    | 
|                                                                                                                                                                                                                                               | Accrued expenses                                |   |                   | 6,634     |                   |   |                            | 5,999     | 
|                                                                                                                                                                                                                                               | Current portion of long-term debt               |   |                   | 12,641    |                   |   |                            | 17,169    | 
|                                                                                                                                                                                                                                               | Deferred revenue                                |   |                   | 12,099    |                   |   |                            | 19,548    | 
|                                                                                                                                                                                                                                               | Deferred gain on sale of property and equipment |   |                   | 1,190     |                   |   |                            | 1,190     | 
|                                                                                                                                                                                                                                               | Accrued interest                                |   |                   | 20,351    |                   |   |                            | 20,637    | 
|                                                                                                                                                                                                                                               | Other current liabilities                       |   |                   | 9,307     |                   |   |                            | 10,468    | 
|                                                                                                                                                                                                                                               |                                                 |   |                   |           |                   |   |                            |          
|Total current liabilities                                                                                                                                                                                                                      |                                                 |   | 198,397           |           |                   |   | 174,943                    |          
|Long-term debt:                                                                                                                                                                                                                                |                                                 |   |                   |           |                   |   |                            |          
|                                                                                                                                                                                                                                               | Bank credit facility                            |   |                   | 174,441   |                   |   |                            | 192,579   | 
|                                                                                                                                                                                                                                               | Senior subordinated debt                        |   |                   | 1,167,338 |                   |   |                            | 1,219,720 | 
|                                                                                                                                                                                                                                               | Capital lease obligations                       |   |                   | 2,512     |                   |   |                            | 964       | 
|                                                                                                                                                                                                                                               |                                                 |   |                   |           |                   |   |                            |          
|Total Long-term debt:                                                                                                                                                                                                                          |                                                 |   | 1,344,291         |           |                   |   | 1,413,263                  |          
|Deferred income taxes                                                                                                                                                                                                                          |                                                 |   | 11,935            |           |                   |   | 35,609                     |          
|Deferred revenue                                                                                                                                                                                                                               |                                                 |   | 3,129             |           |                   |   | 3,051                      |          
|Fair value of derivative instruments                                                                                                                                                                                                           |                                                 |   | 20,584            |           |                   |   | 23,819                     |          
|Deferred gain on sale of property and equipment                                                                                                                                                                                                |                                                 |   | 28,262            |           |                   |   | 27,072                     |          
|                                                                                                                                                                                                                                               |                                                 |   |                   |           |                   |   |                            |          
|Total liabilities                                                                                                                                                                                                                              |                                                 |   | 1,606,598         |           |                   |   | 1,677,757                  |          
|Commitments and contingencies (Note 12)                                                                                                                                                                                                        |                                                 |   |                  |           |                   |   |                           |          
|Series A Redeemable Convertible Preferred Stock, $.01 par value,
1,000,000 shares authorized, 786,253 shares issued and outstanding                                                                                                            |                                                 |   | 114,965           |           |                   |   | 127,003                    |          
|Stockholders deficit:                                                                                                                                                                                                                         |                                                 |   |                   |           |                   |   |                            |          
|Series B Preferred Stock, $.01 par value, 50,000,000 shares authorized,
no shares issued or outstanding                                                                                                                                        |                                                 |   |                  |           |                   |   |                           |          
|Series C Preferred Stock, $.01 par value, 3,000,000 shares authorized,
no shares issued or outstanding                                                                                                                                         |                                                 |   |                  |           |                   |   |                           |          
|Series D Preferred Stock, $.01 par value, 16,000,000 shares authorized,
543,683 shares issued and outstanding                                                                                                                                  |                                                 |   | 5                 |           |                   |   | 5                          |          
|Class A Common Stock, $.01 par value, 520,000,000 shares authorized,
59,438,555 shares issued and 59,327,637 shares outstanding as of December 31,
2001 and 60,518,754 shares issued and 60,289,166 shares outstanding as of
December 31, 2002 |                                                 |   | 594               |           |                   |   | 603                        |          
|Class B Non-voting Common Stock, $.01 par value, 60,000,000 shares authorized,
7,926,099 shares issued and outstanding as of December 31, 2001 and
December 31, 2002                                                                           |                                                 |   | 79                |           |                   |   | 79                         |          
|Additional paid-in capital                                                                                                                                                                                                                     |                                                 |   | 623,335           |           |                   |   | 615,587                    |          
|Accumulated deficit                                                                                                                                                                                                                            |                                                 |   | (561,580          | )         |                   |   | (722,075                   | )        
|Accumulated other comprehensive income                                                                                                                                                                                                         |                                                 |   | (7,660            | )         |                   |   | (5,459                     | )        
|Deferred compensation                                                                                                                                                                                                                          |                                                 |   | (92,619           | )         |                   |   | (74,554                    | )        
|Class A Common Stock held in treasury at cost (110,918 and 229,588, respectively)                                                                                                                                                              |                                                 |   | (1,375            | )         |                   |   | (1,375                     | )        
|                                                                                                                                                                                                                                               |                                                 |   |                   |           |                   |   |                            |          
|Total stockholders deficit                                                                                                                                                                                                                    |                                                 |   | (39,221           | )         |                   |   | (187,189                   | )        
|                                                                                                                                                                                                                                               |                                                 |   |                   |           |                   |   |                            |          
|Total liabilities & stockholders deficit                                                                                                                                                                                                      |                                                 | $ | 1,682,342         |           |                   | $ | 1,617,571                  |          
|                                                                                                                                                                                                                                               |                                                 |   |                   |           |                   |   |                            |          

See accompanying notes to consolidated financial statements.

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Triton PCS Holdings, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(Dollars in thousands, except per share amounts)

|                                               |                                                     |                                                                                                                                                                                             |                                                                |   |                                  |            |          |        |                            |            |          |       |         |            |  
|---------------------------------------------- | --------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------- | - | -------------------------------- | ---------- | -------- | ------ | -------------------------- | ---------- | -------- | ----- | ------- | ---------- | -
|                                               |                                                     |                                                                                                                                                                                             |                                                                |   | For the Years Ended December 31,
|                                               |                                                     |                                                                                                                                                                                             |                                                                |   |                                 
|                                               |                                                     |                                                                                                                                                                                             |                                                                |   | 2000                             |            | 2001     |        | 2002                      
|                                               |                                                     |                                                                                                                                                                                             |                                                                |   |                                  |            |          |        |                           
|                                               |                                                     |                                                                                                                                                                                             |                                                                |   |                                  |            |          |        | (As
restated, see Note 17)
|Revenues:                                      |                                                     |                                                                                                                                                                                             |                                                                |   |                                  |            |          |        |                            |            |          |      
|                                               |                                                     | Service                                                                                                                                                                                     |                                                                | $ | 220,940                          |            |          | $      | 387,381                    |            |          | $     | 502,402 |           
|                                               |                                                     | Roaming                                                                                                                                                                                     |                                                                |   | 98,492                           |            |          |        | 126,909                    |            |          |       | 175,405 |           
|                                               |                                                     | Equipment                                                                                                                                                                                   |                                                                |   | 34,477                           |            |          |        | 25,810                     |            |          |       | 38,178  |           
|                                               |                                                     |                                                                                                                                                                                             |                                                                |   |                                  |            |          |        |                            |            |          |       |         |           
|                                               |                                                     |                                                                                                                                                                                             | Total revenue                                                  |   |                                  | 353,909    |          |        |                            | 540,100    |          |       |         | 715,985    |  
|Expenses:                                      |                                                     |                                                                                                                                                                                             |                                                                |   |                                  |            |          |        |                            |            |          |      
|                                               |                                                     | Cost of service (excluding the below
amortization, excluding depreciation of
$63,183, $90,851 and $114,007, and
excluding non-cash compensation of $1,026,
$2,544 and $3,646, respectively) |                                                                |   | 125,288                          |            |          |        | 174,500                    |            |          |       | 212,221 |           
|                                               |                                                     | Cost of equipment                                                                                                                                                                           |                                                                |   | 69,398                           |            |          |        | 73,513                     |            |          |       | 84,377  |           
|                                               |                                                     | Selling, general and administrative (excluding
depreciation of $13,072, $16,657 and
$16,072, and excluding non-cash
compensation of $7,241, $14,647 and
$17,784, respectively)              |                                                                |   | 181,713                          |            |          |        | 228,163                    |            |          |       | 252,921 |           
|                                               |                                                     | Non-cash compensation                                                                                                                                                                       |                                                                |   | 8,267                            |            |          |        | 17,191                     |            |          |       | 21,430  |           
|                                               |                                                     | Depreciation                                                                                                                                                                                |                                                                |   | 76,255                           |            |          |        | 107,508                    |            |          |       | 130,079 |           
|                                               |                                                     | Amortization                                                                                                                                                                                |                                                                |   | 17,876                           |            |          |        | 19,225                     |            |          |       | 4,926   |           
|                                               |                                                     |                                                                                                                                                                                             |                                                                |   |                                  |            |          |        |                            |            |          |       |         |           
|                                               |                                                     |                                                                                                                                                                                             | Income (loss) from operations                                  |   |                                  | (124,888   | )        |        |                            | (80,000    | )        |       |         | 10,031     |  
|Interest expense                               |                                                     |                                                                                                                                                                                             | (55,903                                                        | ) |                                  |            | (117,499 | )      |                            |            | (144,086 | )    
|Other expense                                  |                                                     |                                                                                                                                                                                             | (326                                                           | ) |                                  |            | (18,034  | )      |                            |            | (7,693   | )    
|Interest and other income                      |                                                     |                                                                                                                                                                                             | 4,957                                                          |   |                                  |            | 18,322   |        |                            |            | 6,292    |      
|                                               |                                                     |                                                                                                                                                                                             |                                                                |   |                                  |            |          |        |                            |            |          |       |         |           
|Loss before taxes                              |                                                     |                                                                                                                                                                                             | (176,160                                                       | ) |                                  |            | (197,211 | )      |                            |            | (135,456 | )    
|Income tax provision                           |                                                     |                                                                                                                                                                                             | (746                                                           | ) |                                  |            | (1,372   | )      |                            |            | (25,039  | )    
|                                               |                                                     |                                                                                                                                                                                             |                                                                |   |                                  |            |          |        |                            |            |          |       |         |           
|Net loss                                       |                                                     |                                                                                                                                                                                             | (176,906                                                       | ) |                                  |            | (198,583 | )      |                            |            | (160,495 | )    
|Accretion of preferred stock                   |                                                     |                                                                                                                                                                                             | (9,865                                                         | ) |                                  |            | (10,897  | )      |                            |            | (12,038  | )    
|                                               |                                                     |                                                                                                                                                                                             |                                                                |   |                                  |            |          |        |                            |            |          |       |         |           
|Net loss available to common stockholders      |                                                     | $                                                                                                                                                                                           | (186,771                                                       | ) |                                  | $          | (209,480 | )      |                            | $          | (172,533 | )    
|                                               |                                                     |                                                                                                                                                                                             |                                                                |   |                                  |            |          |        |                            |            |          |       |         |           
|Other comprehensive gain (loss), net of tax:   |                                                     |                                                                                                                                                                                             |                                                                |   |                                  |            |          |        |                            |            |          |      
|                                               | Cumulative effect of change in
accounting principle |                                                                                                                                                                                             |                                                                |  |                                  |            |          | (4,162 | )                          |            |          |      |        
|                                               | Unrealized gain (loss) on derivative instruments    |                                                                                                                                                                                             |                                                                |  |                                  |            |          | (3,498 | )                          |            |          | 2,201 |        
|                                               |                                                     |                                                                                                                                                                                             |                                                                |   |                                  |            |          |        |                            |            |          |       |         |           
|Comprehensive loss                             |                                                     | $                                                                                                                                                                                           | (186,771                                                       | ) |                                  | $          | (217,140 | )      |                            | $          | (170,332 | )    
|                                               |                                                     |                                                                                                                                                                                             |                                                                |   |                                  |            |          |        |                            |            |          |       |         |           
|Net loss per common share (Basic and Diluted): |                                                     |                                                                                                                                                                                             |                                                                |   |                                  |            |          |        |                            |            |          |      
|                                               |                                                     |                                                                                                                                                                                             | Net Loss                                                       |   |                                  | (2.85      | )        |        |                            | (3.05      | )        |       |         | (2.44      | )
|                                               |                                                     |                                                                                                                                                                                             | Accretion of preferred stock                                   |   |                                  | (0.16      | )        |        |                            | (0.17      | )        |       |         | (0.18      | )
|                                               |                                                     |                                                                                                                                                                                             |                                                                |   |                                  |            |          |        |                            |            |          |       |         |           
|                                               |                                                     |                                                                                                                                                                                             | Net loss available to common stockholders                      |   | $                                | (3.01      | )        |        | $                          | (3.22      | )        |       | $       | (2.62      | )
|                                               |                                                     |                                                                                                                                                                                             |                                                                |   |                                  |            |          |        |                            |            |          |       |         |           
|                                               |                                                     |                                                                                                                                                                                             | Weighted average common shares outstanding
(Basic and Diluted) |   |                                  | 62,058,844 |          |        |                            | 64,968,315 |          |       |         | 65,885,515 |  
|                                               |                                                     |                                                                                                                                                                                             |                                                                |   |                                  |            |          |        |                            |            |          |       |         |           

See accompanying notes to consolidated financial statements.

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##### Table of Contents






Triton PCS Holdings, Inc.




Consolidated Statements of Redeemable
Preferred Equity and Stockholders Equity
(Deficit)


(Dollars in Thousands)


|                                                                          |  |                 |         |           |  |         |   |               |  |                 |     |              |  |      |     |          |  |             |         |       |  |   |         |   |  |   |        |   |  |   |        |   |  |   |          |   |  |   |          |  
|------------------------------------------------------------------------- |  | --------------- | ------- | --------- |  | ------- | - | ------------- |  | --------------- | --- | ------------ |  | ---- | --- | -------- |  | ----------- | ------- | ----- |  | - | ------- | - |  | - | ------ | - |  | - | ------ | - |  | - | -------- | - |  | - | -------- | -
|                                                                          |  | Series A        |         | Series D  |  | Class A |   | Class B Non-  |  |                 |     |              |  |      |     |          |  |             |         |      
|                                                                          |  | Redeemable      |         | Preferred |  | Common  |   | Voting Common |  | Additional      |     | Deferred     |  |      |     | Treasury |  | Accumulated |         |      
|                                                                          |  | Preferred Stock |         | Stock     |  | Stock   |   | Stock         |  | Paid-in Capital |     | Compensation |  | AOCI |     | Stock    |  | Deficit     |         | Total
|                                                                          |  |                 |         |           |  |         |   |               |  |                 |     |              |  |      |     |          |  |             |         |      
|Balance at December 31, 1999                                              |  | $               | 94,203  |           |  | $       | 5 |               |  | $               | 537 |              |  | $    | 82  |          |  | $           | 436,229 |       |  | $ | (16,852 | ) |  | $ |       |   |  | $ |       |   |  | $ | (186,091 | ) |  | $ | 233,910  |  
|                                                                          |  |                
|Deferred compensation                                                     |  |                 |        |           |  |         |  |               |  |                 | 4   |              |  |      |    |          |  |             | 33,369  |       |  |   | (33,373 | ) |  |   |       |   |  |   |       |   |  |   |         |   |  |   |         |  
|Non-cash compensation                                                     |  |                 |        |           |  |         |  |               |  |                 |    |              |  |      |    |          |  |             |        |       |  |   | 8,032   |   |  |   |       |   |  |   |       |   |  |   |         |   |  |   | 8,032    |  
|Costs in connection with initial public offering                          |  |                 |        |           |  |         |  |               |  |                 |    |              |  |      |    |          |  |             | (462    | )     |  |   |        |   |  |   |       |   |  |   |       |   |  |   |         |   |  |   | (462     | )
|Issuance of stock in connection with Employee
    Stock Purchase Plan     |  |                 |        |           |  |         |  |               |  |                 |    |              |  |      |    |          |  |             | 728     |       |  |   |        |   |  |   |       |   |  |   |       |   |  |   |         |   |  |   | 728      |  
|Accreted dividends                                                        |  |                 | 9,865   |           |  |         |  |               |  |                 |    |              |  |      |    |          |  |             | (9,865  | )     |  |   |        |   |  |   |       |   |  |   |       |   |  |   |         |   |  |   | (9,865   | )
|Net Loss                                                                  |  |                 |        |           |  |         |  |               |  |                 |    |              |  |      |    |          |  |             |        |       |  |   |        |   |  |   |       |   |  |   |       |   |  |   | (176,906 | ) |  |   | (176,906 | )
|                                                                          |  |                
|Balance at December 31, 2000                                              |  | $               | 104,068 |           |  | $       | 5 |               |  | $               | 541 |              |  | $    | 82  |          |  | $           | 459,999 |       |  | $ | (42,193 | ) |  | $ |       |   |  | $ |       |   |  | $ | (362,997 | ) |  | $ | 55,437   |  
|                                                                          |  |                
|Class A issuance                                                          |  |                 |        |           |  |         |  |               |  |                 | 35  |              |  |      |    |          |  |             | 106,645 |       |  |   |        |   |  |   |       |   |  |   |       |   |  |   |         |   |  |   | 106,680  |  
|Conversion of Class B Non-voting Common
    Stock to Class A Common Stock |  |                 |        |           |  |         |  |               |  |                 | 3   |              |  |      | (3) |          |  |             |        |       |  |   |        |   |  |   |       |   |  |   |       |   |  |   |         |   |  |   |         |  
|Costs in connection with equity offering                                  |  |                 |        |           |  |         |  |               |  |                 |    |              |  |      |    |          |  |             | (1,268  | )     |  |   |        |   |  |   |       |   |  |   |       |   |  |   |         |   |  |   | (1,268   | )
|Deferred compensation, net of forfeitures                                 |  |                 |        |           |  |         |  |               |  |                 | 15  |              |  |      |    |          |  |             | 67,837  |       |  |   | (67,852 | ) |  |   |       |   |  |   |       |   |  |   |         |   |  |   |         |  
|Non-cash compensation                                                     |  |                 |        |           |  |         |  |               |  |                 |    |              |  |      |    |          |  |             |        |       |  |   | 17,426  |   |  |   |       |   |  |   |       |   |  |   |         |   |  |   | 17,426   |  
|Issuance of stock in connection with the Employee
    Stock Purchase Plan |  |                 |        |           |  |         |  |               |  |                 |    |              |  |      |    |          |  |             | 1,019   |       |  |   |        |   |  |   |       |   |  |   |       |   |  |   |         |   |  |   | 1,019    |  
|Accreted dividends                                                        |  |                 | 10,897  |           |  |         |  |               |  |                 |    |              |  |      |    |          |  |             | (10,897 | )     |  |   |        |   |  |   |       |   |  |   |       |   |  |   |         |   |  |   | (10,897  | )
|Fair value of cash flow hedges                                            |  |                 |        |           |  |         |  |               |  |                 |    |              |  |      |    |          |  |             |        |       |  |   |        |   |  |   | (7,660 | ) |  |   |       |   |  |   |         |   |  |   | (7,660   | )
|Treasury stock purchase                                                   |  |                 |        |           |  |         |  |               |  |                 |    |              |  |      |    |          |  |             |        |       |  |   |        |   |  |   |       |   |  |   | (1,375 | ) |  |   |         |   |  |   | (1,375   | )
|Net loss                                                                  |  |                 |        |           |  |         |  |               |  |                 |    |              |  |      |    |          |  |             |        |       |  |   |        |   |  |   |       |   |  |   |       |   |  |   | (198,583 | ) |  |   | (198,583 | )
|                                                                          |  |                
|Balance at December 31, 2001                                              |  | $               | 114,965 |           |  | $       | 5 |               |  | $               | 594 |              |  | $    | 79  |          |  | $           | 623,335 |       |  | $ | (92,619 | ) |  | $ | (7,660 | ) |  | $ | (1,375 | ) |  | $ | (561,580 | ) |  | $ | (39,221  | )
|                                                                          |  |                
|Capital Contribution                                                      |  |                 |        |           |  |         |  |               |  |                 |    |              |  |      |    |          |  |             | 23      |       |  |   |        |   |  |   |       |   |  |   |       |   |  |   |         |   |  |   | 23       |  
|Deferred compensation, net of forfeitures                                 |  |                 |        |           |  |         |  |               |  |                 | 8   |              |  |      |    |          |  |             | 3,357   |       |  |   | (3,365  | ) |  |   |       |   |  |   |       |   |  |   |         |   |  |   |         |  
|Non-cash compensation                                                     |  |                 |        |           |  |         |  |               |  |                 |    |              |  |      |    |          |  |             |        |       |  |   | 21,430  |   |  |   |       |   |  |   |       |   |  |   |         |   |  |   | 21,430   |  
|Issuance of stock in connection with the Employee
    Stock Purchase Plan |  |                 |        |           |  |         |  |               |  |                 | 1   |              |  |      |    |          |  |             | 910     |       |  |   |        |   |  |   |       |   |  |   |       |   |  |   |         |   |  |   | 911      |  
|Accreted dividends                                                        |  |                 | 12,038  |           |  |         |  |               |  |                 |    |              |  |      |    |          |  |             | (12,038 | )     |  |   |        |   |  |   |       |   |  |   |       |   |  |   |         |   |  |   | (12,038  | )
|Fair value of cash flow hedges                                            |  |                 |        |           |  |         |  |               |  |                 |    |              |  |      |    |          |  |             |        |       |  |   |        |   |  |   | 2,201  |   |  |   |       |   |  |   |         |   |  |   | 2,201    |  
|Net loss                                                                  |  |                 |        |           |  |         |  |               |  |                 |    |              |  |      |    |          |  |             |        |       |  |   |        |   |  |   |       |   |  |   |       |   |  |   | (160,495 | ) |  |   | (160,495 | )
|                                                                          |  |                
|Balance at December 31, 2002                                              |  | $               | 127,003 |           |  | $       | 5 |               |  | $               | 603 |              |  | $    | 79  |          |  | $           | 615,587 |       |  | $ | (74,554 | ) |  | $ | (5,459 | ) |  | $ | (1,375 | ) |  | $ | (722,075 | ) |  | $ | (187,189 | )
|                                                                          |  |                

See accompanying notes to consolidated financial
statements

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##### Table of Contents






Triton PCS Holdings, Inc.
Consolidated Statements of Cash Flows
(Dollars in thousands)

|                                                                                          |                                           |   |                                  |         |      |   |          |         |   |   |               |         |  
|----------------------------------------------------------------------------------------- | ----------------------------------------- | - | -------------------------------- | ------- | ---- | - | -------- | ------- | - | - | ------------- | ------- | -
|                                                                                          |                                           |   | For the Years Ended December 31,
|                                                                                          |                                           |   |                                 
|                                                                                          |                                           |   | 2000                             |         | 2001 |   | 2002    
|                                                                                          |                                           |   |                                  |         |      |   |         
|                                                                                          |                                           |   |                                  |         |      |   |          |         |   |   | (As restated,
|                                                                                          |                                           |   |                                  |         |      |   |          |         |   |   | see Note 17) 
|Cash flows from operating activities:                                                     |                                           |   |                                  |         |      |   |          |         |   |   |               |        
|Net loss                                                                                  |                                           | $ | (176,906                         | )       |      | $ | (198,583 | )       |   | $ | (160,495      | )      
|Adjustments to reconcile net loss to net cash provided by (used in)
operating activities: |                                           |   |                                  |         |      |   |          |         |   |   |               |        
|Depreciation and amortization                                                             |                                           |   | 94,131                           |         |      |   | 126,733  |         |   |   | 135,005       |        
|Deferred income taxes                                                                     |                                           |   | 272                              |         |      |   |         |         |   |   | 23,674        |        
|Accretion of interest                                                                     |                                           |   | 42,688                           |         |      |   | 48,271   |         |   |   | 53,969        |        
|Loss on equity investment                                                                 |                                           |   |                                 |         |      |   | 718      |         |   |   | 1,761         |        
|Bad debt expense                                                                          |                                           |   | 7,763                            |         |      |   | 12,103   |         |   |   | 18,889        |        
|Non-cash compensation                                                                     |                                           |   | 8,267                            |         |      |   | 17,191   |         |   |   | 21,430        |        
|Loss on derivative instruments                                                            |                                           |   |                                 |         |      |   | 12,924   |         |   |   | 5,436         |        
|Change in operating assets and liabilities                                                |                                           |   |                                  |         |      |   |          |         |   |   |               |        
|                                                                                          | Accounts receivable                       |   |                                  | (29,543 | )    |   |          | (29,944 | ) |   |               | (41,454 | )
|                                                                                          | Inventory                                 |   |                                  | (5,042  | )    |   |          | (8,165  | ) |   |               | (33     | )
|                                                                                          | Prepaid expenses and other current assets |   |                                  | (178    | )    |   |          | (5,664  | ) |   |               | (2,562  | )
|                                                                                          | Intangible and other assets               |   |                                  | (1,776  | )    |   |          | 379     |   |   |               | 680     |  
|                                                                                          | Accounts payable                          |   |                                  | 24,102  |      |   |          | (11,937 | ) |   |               | (8,104  | )
|                                                                                          | Accrued payroll and liabilities           |   |                                  | 6,413   |      |   |          | 3,661   |   |   |               | (1,734  | )
|                                                                                          | Deferred revenue                          |   |                                  | 3,727   |      |   |          | 7,908   |   |   |               | 7,371   |  
|                                                                                          | Accrued interest                          |   |                                  | 797     |      |   |          | 18,928  |   |   |               | 286     |  
|                                                                                          | Other liabilities                         |   |                                  | 3,032   |      |   |          | 1,963   |   |   |               | (29     | )
|                                                                                          |                                           |   |                                  |         |      |   |          |         |   |   |               |        
|Net cash provided by (used in) operating activities                                       |                                           |   | (22,253                          | )       |      |   | (3,514   | )       |   |   | 54,090        |        
|                                                                                          |                                           |   |                                  |         |      |   |          |         |   |   |               |        
|Cash flows from investing activities:                                                     |                                           |   |                                  |         |      |   |          |         |   |   |               |        
|Capital expenditures                                                                      |                                           |   | (329,479                         | )       |      |   | (214,713 | )       |   |   | (165,935      | )      
|Proceeds from sale of property and equipment, net                                         |                                           |   |                                 |         |      |   | 201      |         |   |   | 72            |        
|Net investments in and advances to non-consolidated entity                                |                                           |   | (16,965                          | )       |      |   | (100,484 | )       |   |   | (14,922       | )      
|Repayments from non-consolidated entity                                                   |                                           |   |                                 |         |      |   |         |         |   |   | 57,873        |        
|Acquisition of FCC licenses                                                               |                                           |   |                                 |         |      |   |         |         |   |   | (113,705      | )      
|Other                                                                                     |                                           |   |                                 |         |      |   | (3,185   | )       |   |   | (20           | )      
|                                                                                          |                                           |   |                                  |         |      |   |          |         |   |   |               |        
|Net cash used in investing activities                                                     |                                           |   | (346,444                         | )       |      |   | (318,181 | )       |   |   | (236,637      | )      
|                                                                                          |                                           |   |                                  |         |      |   |          |         |   |   |               |        
|Cash flows from financing activities:                                                     |                                           |   |                                  |         |      |   |          |         |   |   |               |        
|Proceeds from issuance of subordinated debt, net of discount                              |                                           |   |                                 |         |      |   | 728,995  |         |   |   |              |        
|Proceeds from equity offering                                                             |                                           |   |                                 |         |      |   | 106,680  |         |   |   |              |        
|Borrowings under credit facility                                                          |                                           |   | 182,750                          |         |      |   | 281,000  |         |   |   | 65,000        |        
|Payments under credit facility                                                            |                                           |   |                                 |         |      |   | (428,750 | )       |   |   | (42,039       | )      
|Change in bank overdraft                                                                  |                                           |   | 4,121                            |         |      |   | 8,595    |         |   |   | 3,627         |        
|Contributions under employee stock purchase plan                                          |                                           |   | 728                              |         |      |   | 1,019    |         |   |   | 911           |        
|Payment of deferred transaction costs                                                     |                                           |   | (499                             | )       |      |   | (1,142   | )       |   |   |              |        
|Payment of deferred financing costs                                                       |                                           |   | (2,050                           | )       |      |   | (1,899   | )       |   |   | (1,480        | )      
|Repayments from (advances to) related-party, net                                          |                                           |   | 1,083                            |         |      |   | 16       |         |   |   |              |        
|Capital contribution                                                                      |                                           |   |                                 |         |      |   |         |         |   |   | 23            |        
|Purchase of treasury stock                                                                |                                           |   |                                 |         |      |   | (1,375   | )       |   |   |              |        
|Principal payments under capital lease obligations                                        |                                           |   | (2,070                           | )       |      |   | (1,973   | )       |   |   | (2,133        | )      
|                                                                                          |                                           |   |                                  |         |      |   |          |         |   |   |               |        
|Net cash provided by financing activities                                                 |                                           |   | 184,063                          |         |      |   | 691,166  |         |   |   | 23,909        |        
|                                                                                          |                                           |   |                                  |         |      |   |          |         |   |   |               |        
|Net increase (decrease) in cash and cash equivalents                                      |                                           |   | (184,634                         | )       |      |   | 369,471  |         |   |   | (158,638      | )      
|Cash and cash equivalents, beginning of period                                            |                                           |   | 186,251                          |         |      |   | 1,617    |         |   |   | 371,088       |        
|                                                                                          |                                           |   |                                  |         |      |   |          |         |   |   |               |        
|Cash and cash equivalents, end of period                                                  |                                           | $ | 1,617                            |         |      | $ | 371,088  |         |   | $ | 212,450       |        
|                                                                                          |                                           |   |                                  |         |      |   |          |         |   |   |               |        

See accompanying notes to consolidated financial statements

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##### Table of Contents






TRITON PCS HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years ended December 31, 2000, 2001 and 2002

(1) Summary of Operations and Significant Accounting Policies

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

(a)Nature of Operations

In February 1998, the Company entered into a joint venture with AT&T
Wireless Services, Inc. (AT&T Wireless) whereby AT&T Wireless contributed to
the Company personal communications services licenses for 20 MHz of authorized
frequencies covering approximately 13.6 million potential subscribers in a
contiguous geographic area encompassing portions of Virginia, North Carolina,
South Carolina, Tennessee, Georgia and Kentucky. As part of this agreement, the
Company was granted the right to be the exclusive provider of wireless mobility
services using equal emphasis co-branding with AT&T Corp. in the Companys
licensed markets (see Note 2).

The Company began generating revenues from the sale of personal
communications services in the first quarter of 1999 as part of its initial
personal communications services network build-out. The Company offers service
in all 37 markets covered its licensed area. As of December 31, 2002, the
Companys network in these markets included 2,218 cell sites and seven
switches.

(b)Liquidity and Capital Resources

The construction of the Companys network and the marketing and
distribution of wireless communications products and services have required,
and will continue to require, substantial capital. Capital outlays have
included license acquisition costs, capital expenditures for network
construction, funding of operating cash flow losses and other working capital
costs, debt service and financing fees and expenses. Management estimates that
capital expenditures for network construction will be approximately $120.0 to
$140.0 million in 2003. The Company may have additional capital requirements,
which could be substantial for future upgrades for advances in new technology.

The Companys credit facility, as amended, will permit the Company,
subject to various terms and conditions, including compliance with specified
leverage ratios, to borrow an additional $215.0 million as of December 31,
2002, to finance working capital requirements, capital expenditures, permitted
acquisitions and other corporate purposes. The Company believes that cash on
hand and available credit facility borrowings will be sufficient to meet the
Companys projected capital requirements through 2004, at which time the
Company expects to become free cash flow positive. Although management
estimates that these funds will be sufficient to finance its continued growth,
it is possible that additional funding will be necessary, which could include
equity or debt offerings.

(c)Use of Estimates

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

(d)Cash and Cash Equivalents

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

(e)Inventory

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

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(f)Property and Equipment

Property and equipment is carried at original cost. Depreciation is
calculated based on the straight-line method over the estimated useful lives of
the assets, which are ten to twelve years for network infrastructure and
equipment and three to five years for office furniture and equipment. In
addition, the Company capitalizes interest on expenditures related to the
build-out of the network. Expenditures for repairs and maintenance are charged
to expense as incurred. When property is retired or otherwise disposed, the
cost of the property and the related accumulated depreciation are removed from
the accounts, and any resulting gains or losses are reflected in the statement
of operations. During the year ended December 31, 2001 and 2002, the Company
incurred charges of $0.2 million and $3.9 million, respectively, as the result
of losses on the sale of property and equipment as well as charges to
accelerate depreciation on certain assets as a result of managements decision
not to complete the construction of certain network infrastructure. These
charges are included in depreciation expense on the statement of operations and
comprehensive loss.

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

(g)Construction in Progress

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

(h)Investment in PCS Licenses

Investments in PCS licenses are recorded at their estimated fair value at
the time of acquisition. As there is an observable market for PCS licenses and
an indefinite life, the Company believes that FCC licenses qualify as
indefinite life intangibles. In accordance with SFAS No. 142, these assets are
periodically reviewed and adjusted for impairment when events and circumstance
warrant, rather than amortized on a straight-line basis over 40 years (See Note
4). Investments in PCS licenses are tested for impairment annually or more
frequently if events or changes in circumstances indicate that the PCS licenses
may be impaired. The impairment test consists of a comparison of the fair
value with the carrying value.

(i)Deferred Costs

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

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

(j)Long-Lived Assets

The Company periodically evaluates the carrying value of long-lived
assets, other than indefinite-lived intangible assets, when events and
circumstances warrant such review. The carrying value of a long-lived asset
is considered impaired when the anticipated undiscounted cash flows expected to
result from the use and eventual disposition from such assets are less than the
carrying value. In that event, a loss is recognized based on the amount by
which the carrying value exceeds the fair value of the long-lived asset. Fair
value is determined by using the anticipated cash flows discounted at a rate
commensurate with the risk involved.

(k)Investment in and Advances to Non-consolidated Entities

Investment in and advances to non-consolidated entities consists of the
Companys investments and loans to Lafayette Communications Company L.L.C.
(Lafayette). The Company has a 39% equity investment in Lafayette, and
because the Company does not control Lafayette, the Company accounts for its
investment under the equity method. As the Company has committed to provide
further financial support to Lafayette in order to preserve its business
relationship, the Company recognizes 100% of Lafayettes losses, which arise
primarily from interest costs related to an assumed note payable to the

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FCC. The carrying value of the loans made to Lafayette have been adjusted for
any losses in excess of the Companys initial investment.

(l)Deferred Gain on Sale of Property and Equipment

In 1999, Triton sold and transferred 187 of its towers, related assets and
certain liabilities to American Tower Corporation (ATC). The purchase price
was $71.1 million, reflecting a price of $380,000 per tower. Triton also
entered into a master lease agreement with ATC, in which Triton has agreed to
pay ATC monthly rent for the continued use of the space that Triton occupied on
the towers prior to the sale. The initial term of the lease was for 12 years.
The carrying value of the towers sold was $25.7 million. After deducting $1.6
million of selling costs, the gain on the sale of the towers was approximately
$43.8 million, of which $11.7 was recognized immediately to reflect the portion
of the gain in excess of the present value of the future minimum lease
payments, and $32.1 million was deferred and is being recognized over operating
lease terms. As of December 31, 2002, $3.8 million had been amortized.

(m)Revenue Recognition

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

(n)Income Taxes

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

(o)Financial Instruments

Derivative financial instruments are accounted for in accordance with SFAS
No. 133. Derivatives, which qualify as a cash flow hedge, are reflected on the
balance sheet at their fair market value and changes in their fair value are
reflected in Accumulated Other Comprehensive Income and reclassified into
earnings as the underlying hedge items affect earnings. Financial instruments,
which do not qualify as a cash flow hedge, are reflected on the balance sheet
at their fair market value and changes in their fair value are recorded as
other income or expense on the income statement (see Note 9).

(p)Advertising Costs

The Company expenses advertising costs when the advertisement occurs.
Total advertising expense amounted to $43.1 million in 2000, $36.3 million in
2001 and $35.2 million in 2002.

(q)Concentrations of Credit Risk

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

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

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

Basic loss per share excludes any dilutive effects of convertible
securities. Basic loss per share is computed using the weighted-average number
of common shares outstanding during the period. Diluted loss per share is
computed using the

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weighted-average number of common and common stock equivalent shares
outstanding during the period. Common stock equivalent shares of Series A
convertible preferred stock, Series D convertible preferred stock and 2,079,445
shares of unvested restricted Class A common stock issued under the long-term
incentive plan are excluded from the computation as their effect is
antidilutive.

(s)Stock Compensation

The Company accounts for stock compensation under the intrinsic value
method of APB Opinion 25 (see Note 3 for a description of the Companys stock
compensation plans). Pro forma compensation expense is calculated for the fair
value of stock compensation using the Black-Scholes model for stock issued
under the Companys employee stock purchase plan. Assumptions, for the year
ended December 31, 2002 include an expected life of three months, weighted
average risk-free interest rate between 1.6% - 1.8%, a dividend yield of 0.0%
and expected volatility between 42% - 141%. For the year ended December 31,
2001, assumptions included an expected life of three months, weighted average
risk-free interest rate between 2.2% - 5.7%, dividend yield of 0.0% and
expected volatility between 70% - 78%. For the year ended December 31, 2000,
assumptions included an expected life of three months, weighted average
risk-free interest rate between 5.9% - 6.7%, dividend yield of 0.0% and
expected volatility between 75% - 78%. Had compensation expense for grants of
stock-based compensation been determined consistent with SFAS No. 123, the pro
forma net loss and per share net loss would have been:

|                    |                                                                                                                                             |  |              |  |      |  |                        |          |   |  |    |          |   |  |    |          |  
|------------------- | ------------------------------------------------------------------------------------------------------------------------------------------- |  | ------------ |  | ---- |  | ---------------------- | -------- | - |  | -- | -------- | - |  | -- | -------- | -
|                    |                                                                                                                                             |  | December 31,
|                    |                                                                                                                                             |  |             
|                    |                                                                                                                                             |  |              |  |      |  | As
Restated           
|                    |                                                                                                                                             |  | 2000         |  | 2001 |  | 2002                  
|                    |                                                                                                                                             |  |              |  |      |  |                       
|                    |                                                                                                                                             |  |              |  |      |  | (Dollars in thousands,
|                    |                                                                                                                                             |  |              |  |      |  | except per share data)
|                    | Net loss as reported                                                                                                                        |  |              |  |      |  | ($                     | 176,906  | ) |  | ($ | 198,583  | ) |  | ($ | 160,495  | )
|                    | Add: stock-based employee compensation expense
included in reported net loss, net of related tax effects                                    |  |              |  |      |  |                        | 8,267    |   |  |    | 17,191   |   |  |    | 21,430   |  
|                    | Deduct: total stock-based employee compensation expense
determined under fair value based method for all awards,
net of related tax effects |  |              |  |      |  |                        | (8,469   | ) |  |    | (17,466  | ) |  |    | (21,712  | )
|                    | Pro forma net loss                                                                                                                          |  |              |  |      |  |                        | (177,108 | ) |  |    | (198,858 | ) |  |    | (160,777 | )
|Earnings per share: |                                                                                                                                             |  |              |  |      |  |                        |          |   |  |    |          |   |  |    |         
|                    | As reported net loss available
to common stockholders
(basic and diluted)                                                                   |  |              |  |      |  | $                      | (3.01    | ) |  | $  | (3.22    | ) |  | $  | (2.62    | )
|                    | Pro forma net loss available
to common stockholders
(basic and diluted)                                                                     |  |              |  |      |  | $                      | (3.01    | ) |  | $  | (3.23    | ) |  | $  | (2.62    | )

(t)Reclassifications

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

(u)New Accounting Pronouncements

In June of 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 143, Accounting for Obligations
Associated with the Retirement of Long-Lived Assets. SFAS No. 143 requires
entities to record the fair value of a liability for an asset retirement
obligation in the period in which it is incurred and capitalize that amount as
part of the book value of the long-lived asset. Over time, the liability is
accreted to its present value each period, and the capitalized cost is
depreciated over the useful life of the related asset. Upon settlement of the
liability, an entity either settles the obligation for its recorded amount or
incurs a gain or loss upon settlement. This statement is effective for
financial statements for fiscal years beginning after June 15, 2002. The
Company has certain legal obligations, principally related to its leased cell
site properties, which fall within the scope of SFAS No. 143.

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These legal obligations include obligations to remediate leased property on
which cell sites are located. In conjunction with the adoption of SFAS No. 143
effective January 1, 2003, the Company did not record asset retirement
obligations for network infrastructure assets subject to the provisions of this
statement as the fair value of the obligations could not reasonably be
estimated. The Company believes that uncertainty as to the eventual settlement
of legal obligations exists due to trends in the wireless communications
industry, including the rapid growth in minutes of use on wireless networks,
increasing subscriber penetration and deployment of advanced wireless data
technologies. Therefore, these factors increase the probability that third
parties would not contractually enforce their remediation rights related to the
sites. Based on the combination of these industry trends and our limited
experience in removing sites, it is not probable that any sites will be removed
in the foreseeable future and require remediation. Therefore, sufficient
information to estimate a range of potential settlement dates is not available.
In accordance with SFAS No. 143, the Company will not recognize a liability
until such information becomes known.

In April 2002, the Financial Accounting Standards Board issued SFAS No.
145, Rescission of FASB Statements No. 4, 44 and 64, Amendment of SFAS No. 13
and Technical Corrections as of April of 2002. SFAS No. 145 primarily
addresses: (i) the income statement classification of gains or losses from the
extinguishment of debt as ordinary or extraordinary and (ii) the treatment of
certain lease modifications with sale-leaseback accounting when they have an
economic effect similar to a sale-leaseback agreement. The provisions of SFAS
No. 145 are effective for fiscal years beginning after May 15, 2002. Any gain
or loss on extinguishment of debt that was classified as an extraordinary item
in prior periods presented that does not meet the criteria in Accounting
Principles Board Opinion No. 30 for classification as an extraordinary item
shall be reclassified. Early application of the provisions of this Statement
related to the rescission of SFAS No. 4 is encouraged. As such, the Company
has reclassified an extraordinary loss on the extinguishment of debt in 2001 to
other expense. Management does not believe further implementation of this
statement will have a material impact on the Companys financial position or
results of operations.

In June 2002, the Financial Accounting Standards Board issued SFAS No. 146,
Accounting for Costs Associated with Exit or Disposal Activities. SFAS No.
146 nullifies EITF 94-3 Liability Recognition for Certain Employee Termination
Benefits and Other Costs to Exit an Activity. The principle difference
between SFAS No. 146 and EITF 94-3 relates to SFAS No. 146s requirements for
recognition of a liability for a cost associated with an exit or disposal
activity. SFAS No. 146 requires that a liability for a cost associated with an
exit or disposal activity be recognized when the liability is incurred. Under
EITF 94-3, a liability for an exit cost
as generally defined in EITF 94-3 was recognized at the date of an entitys
commitment to an exit plan. A fundamental conclusion reached by the FASB in
this statement is that an entitys commitment to a plan, by itself, does not
create an obligation that meets the definition of a liability. Therefore, this
statement eliminates the definition and requirements for recognition of exit
costs in EITF 94-3. This statement also establishes that fair value is the
objective for initial measurement of the liability. The provisions of SFAS No.
146 are effective for fiscal years beginning after December 31, 2002.
Management will apply this statement to the accounting for all prospective exit
or disposal activities.

In December 2002, the Financial Accounting Standards Board issued SFAS No.
148, Accounting for Stock Based Compensation-Transition and Disclosure .
SFAS No. 148 amends SFAS No. 123 Accounting for Stock Based Compensation.
SFAS No. 148 primarily (i) provides an alternative method of transition for a
voluntary change to the fair value based method of accounting for stock- based
employee compensation and (ii) requires prominent disclosures in both annual
and interim financial statements about the method of accounting for stock-based
employee compensation and the effect of the method used on reported results.
The provisions of SFAS No. 148 are effective for the fiscal years beginning
after December 15, 2002. The Company will disclose its method of accounting
for stock-based employee compensation and the effect of the method used on
reported results in future financial statements.

In February 2003, the Emerging Issues Task Force issued EITF 00-21
Revenue Arrangements with Multiple Deliverables. EITF 00-21 primarily
addresses certain aspects of the accounting by a vendor for arrangements under
which it will perform multiple revenue-generating activities. Specifically, it
addresses how to determine whether an arrangement involving multiple
deliverables contains more than one unit of accounting. In applying EITF
00-21, separate contracts with the same entity or related parties that are
entered into at or near the same time are presumed to have been negotiated as a
package and should, therefore, be evaluated as a single arrangement in
considering whether there are one or more units of accounting. That presumption
may be overcome if there is sufficient evidence to the contrary. EITF 00-21
also addresses how arrangement consideration should be measured and allocated
to the separate units of accounting in the arrangement. The provisions of EITF
00-21 are effective for revenue arrangements entered

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into in fiscal periods beginning after June 15, 2003. Management is currently
evaluating the impact this statement will
have on the Companys financial position or results of operations.

In February 2003, the Emerging Issues Task Force issued EITF 02-16
Accounting by a Customer (including a Reseller) for Certain Consideration
Received from a Vendor. Issue 1 of EITF 02-16 primarily addresses the
circumstances under which cash consideration received from a vendor by a
reseller should be considered (a) an adjustment of the prices of the vendors
products or services and, therefore, characterized as a reduction of cost of
sales when recognized in the resellers income statement, (b) an adjustment to
a cost incurred by the reseller and, therefore, characterized as a reduction of
that cost when recognized in the resellers income statement, or (c) a payment
for assets or services delivered to the vendor and, therefore, characterized as
revenue when recognized in the resellers income. The provisions of Issue 1 of
EITF 02-16 are effective for fiscal periods beginning after December 15, 2002.
Issue 2 of EITF 02-16 addresses vendors offering a customer a rebate or refund
of a specified amount of cash consideration that is payable only if the
customer completes a specified cumulative level of purchases or remains a
customer for a specified time period, when the customer should recognize the
rebate and how the customer should measure the amount of the offer. The
provisions of Issue 2 of EITF 02-16 are effective for all arrangements entered
into after November 1, 2002. Management does not believe that this statement
will have a material impact on the Companys financial position or results of
operations.

In January 2003, FASB issued FASB Interpretation No. 46 Consolidation of
Variable Interest Entities, or FIN 46. FIN 46 requires a variable interest
entity to be consolidated by a company if that company is subject to a majority
of the risk of loss from the variable interest entitys activities or entitled
to receive a majority of the entitys residual returns or both. FIN 46 also
requires disclosures about variable
interest entities that a company is not required to consolidate but in
which it has a significant variable interest. The consolidation requirements
of FIN 46 apply immediately to variable interest entities created after January
31, 2003. The consolidation requirements apply to existing entities in the
first fiscal year or interim period beginning after June 15, 2003. Certain of
the disclosure requirements apply in all financial statements issued after
January 31, 2003, regardless of when the variable
interest entity was established. The Company is currently evaluating the
impact of FIN 46 on its financial statements and related disclosures but does
not expect that there will be any material impact.

(2) AT&T Transaction

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

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

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

(a)Stockholders Agreement

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

Resale Agreement- The Company is required to enter into a Resale
Agreement at the request of AT&T Wireless PCS, which provides AT&T Wireless PCS
with the right to purchase and resell on a nonexclusive basis access to and
usage of the Companys services in the Companys Licensed Area. The Company
will retain the continuing right to market and sell its services to customers
and potential customers in competition with AT&T Wireless PCS.

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

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

Build-out- The Company is required to conform to certain requirements
regarding the construction of the Companys PCS system. In the event that the
Company breaches these requirements, AT&T Wireless may terminate its
exclusivity provisions. This provision has been satisfied.

Disqualifying Transactions- In the event of a merger, asset sale or
consolidation, as defined, involving AT&T Corp. (or its affiliates) and another
person that derives from telecommunications businesses annual revenues in
excess of $5.0 billion, derives less than one third of its aggregate revenues
from wireless telecommunications, and owns FCC licenses to offer wireless
mobility telecommunications services to more than 25% of the population within
the Companys territory, AT&T Wireless PCS and the Company have certain rights.
AT&T Wireless PCS may terminate its exclusivity in the territory in which the
other party overlaps that of the Company. In the event that AT&T Wireless PCS
proposes to sell, transfer or assign to a non-affiliate its PCS system owned
and operated in the Charlotte, NC; Atlanta, GA; Baltimore, MD; and Washington,
DC, basic trading areas, then AT&T Wireless PCS will provide the Company with
the opportunity for a 180 day period to have AT&T Wireless PCS jointly market
the Companys licenses that are included in the major trading area that AT&T
Wireless PCS is requesting to sell.

(b)License Agreement

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

The License Agreement had an initial five-year term, which expired on
February 4, 2003. The agreement was renewed for an additional one year period
and will be renewed for an additional five year term if AT&T Corp. notifies the
Company of its desire to renew, and the Company agrees to renew the License
Agreement. The license may be terminated at any time in the event of the
Companys significant breach, including the Companys misuse of any Licensed
Marks, the Companys license or assignment of any of the rights in the License
Agreement, the Companys failure to maintain AT&T quality standards or if the
Company experiences a change of control. The License Agreement, along with the
Exclusivity and Resale Agreements, had a fair value of $20.3 million with an
estimated useful life of 10 years. Amortization commenced upon the effective
date of the Agreements.

(c)Roaming Agreement

Pursuant to the Intercarrier Roamer Service Agreement, dated as of
February 4, 1998 (as amended, the Roaming Agreement), between AT&T Wireless
and the Company, each of AT&T Wireless and the Company have agreed to provide

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(each in its capacity as serving provider, the Serving Carrier) wireless
mobility radiotelephone service for registered customers of the other partys
(the Home Carrier) customers while such customers are out of the Home
Carriers geographic area and in the geographic area where the Serving Carrier
(itself or through affiliates) holds a license or permit to construct and
operate a wireless mobility radio/telephone system and station. Each Home
Carrier whose customers receive service from a Serving Carrier shall pay to
such Serving Carrier 100% of the Serving Carriers charges for wireless service
and 100% of pass-through charges (i.e., toll or other charges).

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

On October 4, 2002 AT&T Wireless Services and the Company entered into a
supplement to their Roaming Agreement. The supplement primarily provides
pricing, which rates shall be kept reasonably competitive in each geographic
area, for the use of one partys Global Systems for Mobile Communications /
General Packet Radio Service, referred to as GSM/GPRS, network by another
partys GSM/GPRS subscribers. The supplement has a four-year term and, unless
either party provides the other with no less than 90 days notice prior to the
expiration of the initial four-year term, thereafter continues month-to-month
subject to termination by either party on 90 days notice.

(3) Stock Compensation and Employee Benefits

Restricted Awards:

The Company has made grants of restricted stock to provide incentive to
key employees and non-management directors and to further align the interests
of such individuals with those of its stockholders. Grants of restricted stock
generally are made annually under the stock and incentive plan and deferred
compensation is recorded for these awards based upon the stocks fair value at
the date of issuance. Grants vest over a four to five year period. The
following table summarizes restricted stock activity in 2000, 2001 and 2002
respectively:

|                                             |  |              |        |                  |  |                |            |             |  |           |           |   |  |   |       | 
|-------------------------------------------- |  | ------------ | ------ | ---------------- |  | -------------- | ---------- | ----------- |  | --------- | --------- | - |  | - | ----- | 
|                                             |  |              |        |                  |  | Restricted     |            | Restricted  |  | Per Share
|                                             |  | Deferred     |        | Incentive Plan   |  | Incentive Plan |            | Averge     
|(Dollars in thousands, except share amounts) |  | Compensation |        | Shares Available |  | Shares Issued  |            | Grant Price
|                                             |  |              |        |                  |  |                |            |            
|January 1, 2000                              |  | $            | 16,852 |                  |  |                | 2,371,601  |             |  |           | 1,082,894 |   |  |   |       | 
|                                             |  |              |        |                  |  |                |            |             |  |           |           |   |  |   |       | 
|Restricted stock grants                      |  | $            | 35,700 |                  |  |                | (678,473   | )           |  |           | 678,473   |   |  | $ | 51.83 | 
|Restricted stock forfeitures                 |  | ($           | 2,327  | )                |  |                | 137,301    |             |  |           | (137,301  | ) |  |   |       | 
|Amortization of deferred compensation        |  | ($           | 8,032  | )                |  |                |            |             |  |           |           |   |  |   |       | 
|                                             |  |              |        |                  |  |                |            |             |  |           |           |   |  |   |       | 
|December 31, 2000                            |  | $            | 42,193 |                  |  |                | 1,830,429  |             |  |           | 1,624,066 |   |  |   |       | 
|                                             |  |              |        |                  |  |                |            |             |  |           |           |   |  |   |       | 
|Additional Incentive Plan shares authorized  |  |              |        |                  |  |                | 1,500,000  |             |  |           |           |   |  |   |       | 
|Restricted stock grants                      |  | $            | 74,985 |                  |  |                | (1,904,505 | )           |  |           | 1,904,505 |   |  | $ | 39.37 | 
|Restricted stock forfeitures                 |  | ($           | 7,133  | )                |  |                | 250,921    |             |  |           | (250,921  | ) |  |   |       | 
|Amortization of deferred compensation        |  | ($           | 17,426 | )                |  |                |            |             |  |           |           |   |  |   |       | 
|                                             |  |              |        |                  |  |                |            |             |  |           |           |   |  |   |       | 
|December 31, 2001                            |  | $            | 92,619 |                  |  |                | 1,676,845  |             |  |           | 3,277,650 |   |  |   |       | 
|                                             |  |              |        |                  |  |                |            |             |  |           |           |   |  |   |       | 
|Restricted stock grants                      |  | $            | 7,379  |                  |  |                | (845,070   | )           |  |           | 845,070   |   |  | $ | 8.33  | 
|Restricted stock forfeitures                 |  | ($           | 4,014  | )                |  |                | 135,617    |             |  |           | (135,617  | ) |  |   |       | 
|Amortization of deferred compensation        |  | ($           | 21,430 | )                |  |                |            |             |  |           |           |   |  |   |       | 
|                                             |  |              |        |                  |  |                |            |             |  |           |           |   |  |   |       | 
|December 31, 2002                            |  | $            | 74,554 |                  |  |                | 967,392    |             |  |           | 3,987,103 |   |  |   |       | 
|                                             |  |              |        |                  |  |                |            |             |  |           |           |   |  |   |       | 

Triton has entered into Director Stock Award Agreements with its four directors
considered to be independent under current New York Stock Exchange rules -
Scott I. Anderson, John D. Beletic, Arnold L. Chavkin and Rohit M. Desai. Each
independent director received an award of 11,250 shares of Class A common stock
for service on the Board of Directors and an additional 6,250 shares for
service on each of the audit committee and compensation committee.
Accordingly, Mr. Anderson and Mr. Beletic each received total awards of 17,500
shares under agreements dated as of June 24, 2002, recognizing their service on
the audit committee and the compensation committee, respectively, and Mr.
Chavkin and Mr.

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Desai each received a total award of 23,750 shares under agreements dated as of
July 1, 2002, recognizing their service on both committees. Each award vests in
equal installments over a five-year period, with the first installment vesting
on June 1,
2003, and the awards vest under certain circumstances involving a change of
control. Deferred compensation of approximately $0.3 million was recorded
based on the market value at the date of grant. Upon each directors
termination of service as a member of Tritons Board of Directors for any
reason, the director has agreed to forfeit any unvested shares, subject to the
exception that if the director is not nominated to serve as a member of the
Board of Directors when his term expires or if nominated, does not receive the
requisite vote to be elected,
the director will be deemed to have served on the Board of Directors as of the
vesting date closest to the relevant annual meeting of Tritons stockholders.

401(k) Savings Plan:

The Companys management subsidiary sponsors a 401(k) savings plan (the
Savings Plan) which permits employees to make contributions to the Savings
Plan on a pre-tax salary reduction basis in accordance with the Internal
Revenue Code. Substantially all full-time employees are eligible to participate
in the next quarterly open enrollment after 90 days of service. The Company
matches a portion of the voluntary employee contributions. The cost of the
Savings Plan charged to expense was $944,000 in 2000, $1,172,000 in 2001 and
$1,303,000 in 2002.

Employee Stock Purchase Plan:

The Company commenced an Employee Stock Purchase Plan (the Plan) on
January 1, 2000. Under the terms of the Plan, during any calendar year there
are four three-month offering periods beginning January
1st, April 1st, July
1st and October 1st, during which employees can participate. The purchase
price is determined at the discretion of the Stock Plan Committee but shall not
be less than the lesser of: (i) 85% of the fair market value on the first
business day of each offering period or (ii) 85% of the fair market value on
the last business day of the offering period. The Company issued 21,460 shares
of Class A common stock, at an average per share price of $34.01, in 2000;
38,167 shares of Class A common stock, at an average per share price of $26.69
in 2001; and 202,704 shares of Class A common stock, at an average per share
price of $4.52 in 2002. The Company also issued 36,504 shares of Class A common
stock, at a per share price of $1.57 in January 2003, and following this
issuance, the Company has 440 shares available under the Plan.

(4) Intangible Assets

On January 1, 2002, the Company adopted SFAS No. 142, Goodwill and Other
Intangible Assets. With the adoption of SFAS No. 142, FCC licenses, which are
categorized as an asset with an indefinite life, are no longer subject to
amortization. As an asset with an indefinite life, the licenses are subject to
at least an annual assessment for impairment. All of the Companys FCC licenses
are aggregated for the purpose of performing the impairment test as they are
operated as a single asset, and, as such are essentially inseparable form one
another. The Company has evaluated these assets, and based upon a discounted
future cash flows model, the FCC licenses are not impaired. As of January 1,
2002, the Company had recorded a net asset of approximately $255.7 million for
its FCC licenses.

The elimination of FCC license amortization would have reduced net loss by
approximately $6.9 million for the years ended December 31, 2000 and 2001, or
$0.11 per basic and diluted share. The pro forma net loss and earnings per
share information below are shown as if the provisions of SFAS No. 142 were in
effect for fiscal 2000 and 2001.

|                                                 |                                                    |           |              |                |      |        |      |                |   |  |               |                |  
|------------------------------------------------ | -------------------------------------------------- | --------- | ------------ | -------------- | ---- | ------ | ---- | -------------- | - |  | ------------- | -------------- | -
|                                                 |                                                    |           | December 31,
|                                                 |                                                    |           |             
|                                                 |                                                    |           | 2000         |                | 2001 |        | 2002
|                                                 |                                                    |           |              |                |      |        |     
|(Dollars in thousands, except per share amounts) |                                                    | Pro forma |              | Pro forma      |      | Actual
|                                                 |                                                    |           |              |                |      |       
|                                                 |                                                    |           |              |                |      |        |      |                |   |  | (As Restated)
|Net Loss:                                        |                                                    |           |              |                |      |        |      |                |   |  |               |               
|                                                 | Reported net loss available to common stockholders |           |              | ($   186,771   | )    |        |      | ($   209,480   | ) |  |               | ($   172,533   | )
|                                                 | Add back: FCC license amortization                 |           |              | $       6,936  |      |        |      | $       6,943  |   |  |               |               |  
|                                                 |                                                    |           |              |                |      |        |      |                |   |  |               |                |  
|                                                 | Adjusted net loss                                  |           |              | ($   179,835   | )    |        |      | ($   202,537   | ) |  |               | ($   172,533   | )
|                                                 |                                                    |           |              |                |      |        |      |                |   |  |               |                |  
|Basic and Diluted Earnings per Share:            |                                                    |           |              |                |      |        |      |                |   |  |               |               
|                                                 | Reported net loss available to common stockholders |           |              | ($        3.01 | )    |        |      | ($        3.22 | ) |  |               | ($        2.62 | )
|                                                 | FCC license amortization                           |           |              | 0.11           |      |        |      | 0.11           |   |  |               |               |  
|                                                 |                                                    |           |              |                |      |        |      |                |   |  |               |                |  
|                                                 | Adjusted net loss                                  |           |              | ($        2.90 | )    |        |      | ($        3.11 | ) |  |               | ($        2.62 | )
|                                                 |                                                    |           |              |                |      |        |      |                |   |  |               |                |  

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During the year ended December 31, 2002, the Company acquired the
following additional spectrum as part of its current network overlay
preparation for GSM/GPRS service offerings.

During the second quarter of 2002, Triton consummated two license purchase
agreements for an aggregate purchase price of approximately $22.6 million.
First, Virginia PCS Alliance, L.C. disaggregated its personal communications
services C-block license for the Charlottesville, Virginia and Winchester,
Virginia basic trading areas by selling the Company 10 MHz of spectrum in each
market. Second, AT&T Wireless PCS, LLC partitioned and disaggregated its
broadband personal communications services A-block license for the Atlanta
major trading area by selling the Company 20 MHz of spectrum for Bulloch
County, Georgia and Screven County, Georgia.

On September 30, 2002, Triton acquired nine personal communication service
licenses from Lafayette Communications Company L.L.C. for an aggregated fair
value of approximately $21.7 million. Theses licenses cover populations of
approximately 2.9 million people in several of our Georgia, Tennessee and
Virginia markets.

On November 15, 2002, Triton acquired personal communication service
licenses in Richmond, Norfolk and Roanoke, Virginia from AT&T Wireless PCS,
L.L.C.. for approximately $65.1 million. The three 10 MHz A-block licenses for
the Richmond, Norfolk and Roanoke basic trading areas cover approximately 3.7
million people.

On November 22, 2002, Triton acquired a 10 MHz personal communication
service license in Fayetteville, North Carolina from Northcoast Communications,
LLC for approximately $5.6 million.

|                               |  |                        |         |             |  |       |         |   |  |              |  | 
|------------------------------ |  | ---------------------- | ------- | ----------- |  | ----- | ------- | - |  | ------------ |  | 
|                               |  | December 31,           |         |             |  |      
|                               |  |                        |         | Amortizable
|                               |  | 2001                   |         | 2002        |  | Lives
|                               |  |                        |         |             |  |      
|                               |  | (Dollars in thousands) |         |             |  |      
|PCS Licenses                   |  | $                      | 278,017 |             |  | $     | 392,922 |   |  | Indefinite  
|AT&T agreements                |  |                        | 26,026  |             |  |       | 26,026  |   |  | 10-20 years 
|Subscriber lists               |  |                        | 20,000  |             |  |       |        |   |  | 3.5 years   
|Bank financing                 |  |                        | 16,225  |             |  |       | 17,706  |   |  | 8.5-10 years
|Exclusivity agreement          |  |                        | 2,451   |             |  |       | 2,964   |   |  | 1-3 years   
|Trademark                      |  |                        | 64      |             |  |       | 64      |   |  | 40 years    
|Other                          |  |                        | 3,337   |             |  |       | 3,357   |   |  | 1-10 years  
|                               |  |                        |         |             |  |       |         |   |  |              |  | 
|                               |  |                        | 346,120 |             |  |       | 443,039 |   |  |              |  | 
|Less: accumulated amortization |  |                        | (62,273 | )           |  |       | (47,790 | ) |  |              |  | 
|                               |  |                        |         |             |  |       |         |   |  |              |  | 
|Intangible assets, net         |  | $                      | 283,847 |             |  | $     | 395,249 |   |  |              |  | 
|                               |  |                        |         |             |  |       |         |   |  |              |  | 

Amortization for the years ended December 31, 2000, 2001 and 2002 totaled
$17.5 million, $23.8 million and $7.5 million, respectively. Estimated
aggregate amortization of intangibles is as follows:

|     |  |        |       | 
|---- |  | ------ | ----- | 
|     |  | (000s)
|     |  |       
|2003 |  | $      | 5,223 | 
|2004 |  |        | 4,267 | 
|2005 |  |        | 4,169 | 
|2006 |  |        | 3,733 | 
|2007 |  |        | 3,004 | 

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(5) Long-Term Debt

|                                       |  |   |                        |  |      |   |           |  | 
|-------------------------------------- |  | - | ---------------------- |  | ---- | - | --------- |  | 
|                                       |  |   | December 31,          
|                                       |  |   |                       
|                                       |  |   | 2001                   |  | 2002
|                                       |  |   |                        |  |     
|                                       |  |   | (Dollars in Thousands)
|Bank credit facility                   |  | $ | 185,000                |  |      | $ | 207,961   | 
|Senior subordinated debt               |  |   | 1,167,338              |  |      |   | 1,219,720 | 
|Capital lease obligation               |  |   | 4,594                  |  |      |   | 2,751     | 
|                                       |  |   |                        |  |      |   |           | 
|                                       |  |   | 1,356,932              |  |      |   | 1,430,432 | 
|Less current portion of long-term debt |  |   | 12,641                 |  |      |   | 17,169    | 
|                                       |  |   |                        |  |      |   |           | 
|Long-term debt                         |  | $ | 1,344,291              |  |      | $ | 1,413,263 | 
|                                       |  |   |                        |  |      |   |           | 

Interest expense, net of capitalized interest was $55.9 million, $117.5
million and $144.1 million for the years ended December 31, 2000, 2001 and
2002, respectively. The Company capitalized interest of $9.5 million, $5.9
million and $4.2 million in the years ended December 31, 2000, 2001 and 2002
respectively. The weighted average interest rate for total debt outstanding
during 2001 and 2002 was 9.43% and 9.69% respectively. The average rate at
December 31, 2001 and 2002 was 9.58% and 9.70%, respectively. The Company is
in compliance with all required covenants as of December 31, 2002. Aggregate
maturities are as follows:

|           |  |        |           | 
|---------- |  | ------ | --------- | 
|           |  | (000s)
|           |  |       
|2003       |  | $      | 17,169    | 
|2004       |  |        | 20,868    | 
|2005       |  |        | 24,965    | 
|2006       |  |        | 53,180    | 
|2007       |  |        | 94,530    | 
|Thereafter |  |        | 1,219,720 | 
|           |  |        |           | 
|Total      |  |        | 1,430,432 | 
|           |  |        |           | 

(6) Bank Credit Facility

On February 3, 1998, Triton PCS, Inc., a wholly owned subsidiary of the
Company (Triton PCS), and the Company (collectively referred to as the
Obligors) entered into a credit agreement with certain banks and other
financial institutions, to establish a senior secured bank credit facility (the
Facility). The credit agreement was amended and restated on September 22,
1999 and September 14, 2000. The second amended and restated credit agreement
was amended in September 2001, February 2002, March 2002, October 2002 and
February 2003 (as so amended, the Credit Agreement).

On November 14, 2001, the Company completed the private sale of $400.0
million aggregate principal amount of 8 3/4% senior subordinated notes due
2011. The net proceeds of the 8 3/4% notes were approximately $390.0 million,
which were utilized to pay down a portion of the Facility. As a result of the
early-extinguishment of the Facility, approximately $4.0 million of related
unamortized deferred financing costs were written-off as a loss included in
other non-operating expense.

On February 20, 2002, the Obligors entered into a second amendment to the
second amended and restated credit agreement. As part of the second amendment,
various maturity dates were revised under the Facility as follows: the maturity
dates of each of the Tranche A, C and D term loans and of the Revolving
Facility were changed from August 2006 to May 2006. The maturity date of the
Tranche B term loan was changed from May 2007 to February 2007.

On March 8, 2002, the Obligors entered into a third amendment to the
second amended and restated credit agreement. The third amendment created a
$125.0 million Tranche E term loan maturing in February 2007.

On October 16, 2002, the Obligors entered into a fourth amendment to the
second amended and restated credit agreement to provide greater flexibility in
the total leverage and interest coverage covenant requirements. No other
material terms or conditions for the credit agreement were changed and the
Obligors did not incur any fees related to this transaction. In exchange for
the covenant changes, the Obligors agreed to reduce the facility by $50.0
million. The commitment

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reduction consisted of a $30.0 million repayment of outstanding borrowings and
a $20.0 million reduction in unfunded commitments.

The Facility provides for (i) a Tranche A term loan, which matures in May
2006, (ii) a Tranche B term loan, which matures in February 2007, (iii) a
Tranche C term loan, which matures in May 2006, (iv) a Tranche D term loan,
which matures in May 2006, (v) a Tranche E term loan, which matures in February
2007 and (vi) a $100 million revolving credit facility (the Revolving
Facility), which matures in May 2006.

As of December 31, 2002, Triton had current outstanding borrowings of (i)
$10.8 million under the Tranche A term loan, (ii) $123.1 million under the
Tranche B term loan, (iii) $10.8 million under the Tranche C term loan, and
(iv) $63.3 million under the Tranche D term loan. As of December 31, 2002, the
Company had $215.0 million of undrawn funds available under the Facility
including (i) $100.0 million of the Revolving Facility, and (ii) $115.0 million
under the Tranche E term loan.

The lenders commitment to make loans under the Revolving Facility
automatically and permanently reduce, beginning in August 2004, in eight
quarterly reductions (the amount of each of the first two reductions, $5.0
million, the next four reductions, $10.0 million, and the last two reductions,
$25.0 million). The Obligors began repaying the Tranche A, Tranche C and
Tranche D term loans during February 2002. After giving consideration to the
commitment reduction that took place during October 2002 in conjunction with
the fourth amendment to the credit facility, fourteen consecutive quarterly
installments remain (the aggregate amount of the first four remaining
installments are approximately $3,534,000, the next four installments,
approximately $4,713,000, the next four installments, approximately $5,891,000,
and the last two installments, approximately $14,138,000). The Obligors began
repaying the Tranche B term loan during February 2002. Seventeen consecutive
quarterly installments remain (the amount of the first twelve remaining
installments are approximately, $311,000, the next four installments,
approximately $6,219,000, and the last installment, approximately $94,527,000).
If drawn, the Tranche E term loan is required to be repaid in sixteen
consecutive quarterly installments, beginning in May 2003 (the amount of the
first eleven installments, $287,500, the next four installments, $5,750,000,
and the last installment, $88,837,500).

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

The Facility provides for an annual commitment fee of between 0.375% and
0.50% to be paid on undrawn commitments under the Tranche A, C, D and E Term
Loans and the Revolving Facility (depending on the Obligors leverage ratio).
The Obligors incurred commitment fees of approximately $3 million in 2000, $1
million in 2001 and $1 million in 2002. Under the Facility, the Obligors must
also fix or limit the interest cost
with respect to at least 50% of their total outstanding indebtedness. At
December 31, 2002, approximately 100% of the outstanding debt was fixed.

All obligations of the Obligors under the Facility are unconditionally and
irrevocably guaranteed by each existing and subsequently acquired or organized
domestic subsidiary of Triton PCS. Borrowings under the Facility, and any
related hedging contracts provided by the lenders thereunder, are
collateralized by a first priority lien on substantially all of the assets of
Triton PCS and each existing and subsequently acquired or organized domestic
subsidiary of Triton PCS, including a first priority pledge of all the capital
stock held by the Company, or any of its subsidiaries, provided that the pledge
of shares of foreign subsidiaries may be limited to 65% of the outstanding
shares of such foreign subsidiaries. The PCS licenses will be held by one or
more single purpose subsidiaries of Triton PCS and will not be pledged to
secure the obligations of Triton PCS under the Facility, although the equity
interests of such subsidiaries will be pledged thereunder. Each single purpose
subsidiary will not be allowed by Triton PCS to incur any liabilities or
obligations other than the guarantee of the Facility issued by it, the security
agreement entered into by it in connection with the Facility, guarantees
relating to permitted subordinated debt, and, in the case of any single
purpose subsidiary established to hold real estate, liabilities incurred in the

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ordinary course of business of such subsidiary which are incident to being the
lessee of real property of the purchaser, owner or lessee of equipment, and
taxes and other liabilities incurred in the ordinary course in order to
maintain its existence.

The Facility contains financial and other covenants, customary for a
facility of this type, including covenants relating to the amount of
indebtedness that Triton PCS may incur (including customary representations,
warranties, indemnities and conditions precedent to
borrowing), limitations on dividends, distributions (including distributions
from Triton PCS to the Company), redemptions and repurchases of capital stock,
and events of default. As of December 31, 2002, Triton was in compliance with
all debt covenants.

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

Loans under the Facility are available to fund capital expenditures
related to the construction of Triton PCSs network, the acquisition of related
businesses, working capital needs of Triton PCS, subscriber acquisition costs,
investments in bidding entities and other permitted business activities, as
defined in the Credit Agreement. All indebtedness under the Facility
constitutes debt which is senior to
Triton PCSs 11% Senior Subordinated Discount Notes due 2008, 9 3/8% Senior
Subordinated Notes due 2011 and 8 3/4% Senior Subordinated Notes due 2011.

See Note 16, Subsequent Events, for additional events relating to the
Facility.

(7) Subordinated Debt

11% Senior Subordinated Discount Notes

On May 4, 1998, Triton PCS completed a private offering of $512.0 million
principal amount at maturity of 11% Senior Subordinated Discount Notes due 2008
(the 11% Notes), pursuant to Rule 144A and Regulation S of the Securities Act
of 1933, as amended (the Securities Act). The net proceeds of the offering
(after deducting the initial purchasers discount of $9.0 million) were
approximately $291.0 million.

Commencing on November 1, 2003, cash interest will be payable
semiannually. Each 11% Note was offered at an original issue discount.
Although cash interest will not be paid prior to May 1, 2003, the original
issue discount will accrue from the issue date to May 1, 2003.

The 11% Notes may be redeemed at the option of Triton PCS, in whole or in
part, at various points in time after May 1, 2003 at redemption prices
specified in the indenture governing the 11% Notes plus accrued and unpaid
interest, if any.

The 11% Notes are guaranteed on a joint and several basis by all of the
subsidiaries of Triton PCS but are not guaranteed by the Company. The
guarantees are unsecured obligations of the guarantors and are subordinated in
right to the full payment of all senior debt under the Facility, including all
of their obligations as guarantors thereunder.

Upon a change in control, each holder of the 11% Notes may require Triton
PCS to repurchase such holders 11% Notes, in whole or in part, at a purchase
price equal to 101% of the accreted value thereof or the principal amount at
maturity, as applicable, plus accrued and unpaid interest to the purchase date.

All outstanding principal and interest of the 11% Notes mature and require
complete repayment on May 1, 2008.

9 3/8% Senior Subordinated Notes

On January 19, 2001, Triton PCS completed a private offering of $350.0
million principal amount of 9 3/8% Senior Subordinated
Notes due 2011 (the 9 3/8% Notes), pursuant to Rule 144A and Regulation S of
the Securities

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Act. The net proceeds of the offering (after deducting the initial purchasers
discount of approximately $9.2 million) were approximately $337.5 million.

Cash interest is payable semiannually on August 1 and February 1.

The 9 3/8% Notes may be redeemed at the option of Triton PCS, in whole or
in part, at various points in time after February 1, 2006 at redemption prices
specified in the indenture governing the 9 3/8% Notes plus accrued and unpaid
interest, if any.

The 9 3/8% Notes are guaranteed on a joint and several basis by all of the
subsidiaries of Triton PCS but are not guaranteed by the Company. The
guarantees are unsecured obligations of the guarantors, and are subordinated in
right to the full payment of all senior debt under the Facility, including all
of their obligations as guarantors thereunder.

Upon a change in control, each holder of the 9 3/8% Notes may require
Triton PCS to repurchase such holders 9 3/8% Notes, in whole or in part, at a
purchase price equal to 101% of the aggregate principal amount, as applicable,
plus accrued and unpaid interest to the purchase date.

All outstanding principal and interest of the 9 3/8% Notes mature and
require complete repayment on February 1, 2011.

8 3/4% Senior Subordinated Notes

On November 14, 2001, Triton PCS completed an offering of $400 million
principal amount of 8 3/4% Senior Subordinated Notes due 2011 (the 8 3/4%
Notes), pursuant to Rule 144A and Regulation S of the Securities Act. The net
proceeds of the offering (after deducting the initial purchasers discount of
$9.0 million and estimated expenses of $1 million) were approximately $390.0
million.

Cash interest is payable semiannually on May 15 and November 15.

The 8 3/4% Notes may be redeemed at the option of Triton PCS, in whole or
in part, at various points in time after November 15, 2006 at redemption prices
specified in the indenture governing the 8 3/4% Notes plus accrued and unpaid
interest, if any.

The 8 3/4% Notes are guaranteed on a joint and several basis by all of the
subsidiaries of Triton PCS but are not guaranteed by the
Company. The guarantees are unsecured obligations of the guarantors, and are
subordinated in right to the full payment of all senior debt under the
Facility, including all of their obligations as guarantors thereunder.

Upon a change in control, each holder of the 8 3/4% Notes may require
Triton PCS to repurchase such holders 8 3/4% Notes, in whole or in part, at a
purchase price equal to 101% of the aggregate principal amount, as applicable,
plus accrued and unpaid interest to the purchase date.

All outstanding principal and interest of the 8 3/4% Notes mature and
require complete repayment on November 15, 2011.

(8) Income Taxes

The components of income tax expense are presented in the following table
(in thousands):

|                         |         |         |     |      |     |      |       |   |       |  |       |             |       | 
|------------------------ | ------- | ------- | --- | ---- | --- | ---- | ----- | - | ----- |  | ----- | ----------- | ----- | 
|                         |         |         |     |      |     |      |       |   |       |  |       | As Restated
|Years Ended December 31, |         | 2000    |     | 2001 |     | 2002
|                         |         |         |     |      |     |     
|                         | Current |         |     |      |     |      |       |   |       |  |       |             |      
|                         |         | Federal |     |      |    |      |       |   |      |  |       |             |      | 
|                         |         | State   |     | $    | 474 |      |       | $ | 1,372 |  |       | $           | 1,365 | 
|                         |         |         |     |      |     |      |       |   |       |  |       |            
|                         |         |         | 474 |      |     |      | 1,372 |   |       |  | 1,365 |            
|                         |         |         |     |      |     |      |       |   |       |  |       |            

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|                         |  |         |     |      |     |      |       |  |   |   |        |             |        | 
|------------------------ |  | ------- | --- | ---- | --- | ---- | ----- |  | - | - | ------ | ----------- | ------ | 
|                         |  |         |     |      |     |      |       |  |   |   |        | As Restated
|Years Ended December 31, |  | 2000    |     | 2001 |     | 2002
|                         |  |         |     |      |     |     
|Deferred                 |  |         |     |      |     |      |       |  |   |   |        |            
|                         |  | Federal |     |      | 219 |      |       |  |  |   |        |             | 21,124 | 
|                         |  | State   |     |      | 53  |      |       |  |  |   |        |             | 2,550  | 
|                         |  |         |     |      |     |      |       |  |   |   |        |            
|                         |  |         | 272 |      |     |      |      |  |   |   | 23,674 |            
|                         |  |         |     |      |     |      |       |  |   |   |        |            
|Total income tax expense |  | $       | 746 |      |     | $    | 1,372 |  |   | $ | 25,039 |            
|                         |  |         |     |      |     |      |       |  |   |   |        |            

The income tax expense differs from those computed using the statutory
U.S. federal income tax rate as asset forth below:

|                                           |  |      |        |      |  |      |        |    |  |             |        |   
|------------------------------------------ |  | ---- | ------ | ---- |  | ---- | ------ | -- |  | ----------- | ------ | --
|                                           |  |      |        |      |  |      |        |    |  | As Restated
|                                           |  | 2000 |        | 2001 |  | 2002
|                                           |  |      |        |      |  |     
|U.S. federal statutory rate                |  |      | 35.00  | %    |  |      | 35.00  | %  |  |             | 35.00  | % 
|State income taxes, net of federal benefit |  |      | (0.07  | )%   |  |      | (0.45  | )% |  |             | (1.88  | )%
|Change in federal valuation allowance      |  |      | (35.27 | )%   |  |      | (35.26 | )% |  |             | (50.75 | )%
|Other, net                                 |  |      | (0.08  | )%   |  |      | 0.02   | %  |  |             | (0.85  | )%
|                                           |  |      |        |      |  |      |        |    |  |             |        |   
|Effective Tax Rate                         |  |      | (0.42  | )%   |  |      | (0.69  | )% |  |             | (18.48 | )%
|                                           |  |      |        |      |  |      |        |    |  |             |        |   

The tax effects of significant temporary differences that give rise to
significant portions of the deferred tax assets and deferred tax liabilities
are as follows (in thousands):

|                             |                                    |                          |          |         |        |      |          |             |         | 
|---------------------------- | ---------------------------------- | ------------------------ | -------- | ------- | ------ | ---- | -------- | ----------- | ------- | 
|                             |                                    |                          |          |         |        |      |          | As Restated
|                             |                                    |                          |          | 2001    |        | 2002
|                             |                                    |                          |          |         |        |     
|Deferred tax assets:         |                                    |                          |          |         |        |      |          |            
|                             | Non-deductible accrued liabilities |                          | $        | 12,380  |        |      | $        | 10,533      |        
|                             | Capitalized startup costs          |                          |          | 951     |        |      |          | 320         |        
|                             | Deferred gain                      |                          |          | 11,791  |        |      |          | 11,426      |        
|                             | Unrealized losses                  |                          |          | 5,174   |        |      |          | 7,387       |        
|                             | Intangible Assets                  |                          |          |        |        |      |          | 239         |        
|                             | Net operating loss carry forward   |                          |          | 285,762 |        |      |          | 351,237     |        
|                             |                                    |                          |          |         |        |      |          |             |        
|                             |                                    |                          | 316,058  |         |        |      | 381,142  |            
|Valuation allowance          |                                    |                          | (236,567 | )       |        |      | (315,129 | )          
|                             |                                    | Net deferred tax assets  |          |         | 79,491 |      |          |             | 66,013  | 
|                             |                                    |                          |          |         |        |      |          |             |        
|Deferred liabilities         |                                    |                          |          |         |        |      |          |            
|                             | Intangible assets                  |                          |          | 156     |        |      |          |            |        
|                             | FCC licenses                       |                          |          | 26,886  |        |      |          | 35,609      |        
|                             | Depreciation and amortization      |                          |          | 64,384  |        |      |          | 66,013      |        
|                             |                                    |                          |          |         |        |      |          |             |        
|                             |                                    | Deferred tax liabilities |          |         | 91,426 |      |          |             | 101,622 | 
|                             |                                    |                          |          |         |        |      |          |             |        
|Net deferred tax liabilities |                                    | $                        | 11,935   |         |        | $    | 35,609   |            
|                             |                                    |                          |          |         |        |      |          |             |        

In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax
assets will not be realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during the periods in
which those temporary differences become deductible. Management believes it is
more likely than not the Company will realize the benefits of the deferred tax
assets, net of the existing valuation allowance at December 31, 2002. As of
December 31, 2002, approximately $7 million of the gross deferred tax asset and
related valuation allowance is attributable to restricted stock compensation.
To the extent that such assets are realized in the future, the benefit is
applied to equity. If not utilized, the net operating losses will begin to
expire in 2018.

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(9) Fair Value of Financial Instruments

Fair value estimates, assumptions, and methods used to estimate the fair
value of the Companys financial instruments are made in accordance with the
requirements of SFAS No. 107, Disclosures about Fair Value of Financial
Instruments. The Company has used available market information to derive its
estimates. However, because these estimates are made as
of a specific point in time, they are not necessarily indicative of amounts the
Company could realize currently. The use of different assumptions or estimating
methods may have a material effect on the estimated fair value amounts.

|                                            |                   |   |                |           |            |   |          |           |            |   |         |           |  |   |         |           | 
|------------------------------------------- | ----------------- | - | -------------- | --------- | ---------- | - | -------- | --------- | ---------- | - | ------- | --------- |  | - | ------- | --------- | 
|                                            |                   |   | December 31,  
|                                            |                   |   |               
|                                            |                   |   | 2001           |           | 2002      
|                                            |                   |   |                |           |           
|                                            |                   |   | Carrying       |           | Estimated  |   | Carrying |           | Estimated 
|                                            |                   |   | amount         |           | fair value |   | amount   |           | fair value
|                                            |                   |   |                |           |            |   |          |           |           
|                                            |                   |   | (in thousands)
|Interest rate swaps  acting as a hedge     |                   | $ | (7,660         | )         |            | $ | (7,660   | )         |            | $ | (5,459  | )         |  | $ | (5,459  | )        
|Interest rate swaps  not acting as a hedge |                   |   | (12,924        | )         |            |   | (12,924  | )         |            |   | (18,360 | )         |  |   | (18,360 | )        
|Long-term debt:                             |                   |   |                |           |            |   |          |           |            |   |         |           |  |   |         |          
|                                            | Subordinated debt |   |                | 1,167,338 |            |   |          | 1,233,280 |            |   |         | 1,219,720 |  |   |         | 1,060,060 | 
|                                            | Bank term loan    |   |                | 185,000   |            |   |          | 185,000   |            |   |         | 207,961   |  |   |         | 207,961   | 
|                                            | Capital leases    |   |                | 4,594     |            |   |          | 4,594     |            |   |         | 2,751     |  |   |         | 2,751     | 

The carrying amounts of cash and cash equivalents, accounts and notes
receivable, bank overdraft liability, accounts payable and accrued expenses are
a reasonable estimate of their fair value due to the short-term nature of the
instruments.

Long-term debt is comprised of subordinated debt, bank loans, and capital
leases. The fair value of subordinated debt is stated at quoted market value.
The carrying amounts of bank loans are a reasonable estimate of its fair value
because market interest rates are variable. Capital leases are recorded at
their net present value, which approximates fair value.

Management believes that determining a fair value for the Companys
preferred stock is impractical due to the closely held nature of these
investments.

The Company utilizes interest rate swap derivatives to manage changes in
market conditions related to interest rate payments on its variable rate debt
obligations. As of December 31, 2002, the Company had interest rate swap
agreements with a total notional amount of $480.0 million.

The Company recognizes all derivatives on the balance sheet at fair value. The
Company adopted SFAS No. 133, Accounting for Derivative Instruments and
Hedging Activities, as amended, on January 1, 2001 and the Company recorded a
cumulative transition adjustment of $4.2 million to Other Comprehensive Income
to recognize the fair value of its
derivative instruments as of the date of adoption. Changes in the fair value
for the effective portion of the gain or loss on a derivative that is
designated as, and meets all the required criteria for, a cash flow hedge are
recorded in Accumulated Other Comprehensive Income and reclassified into
earnings as the underlying hedged items affect earnings. Amounts reclassified
into earnings related to interest rate swap agreements are included in interest
expense. The ineffective portion of the gain or loss on a derivative is
recognized in earnings within other income or expense. As of December 31,
2002, the fair value of the derivatives were recorded as a $23.8 million
liability, unrealized net losses of approximately $5.5 million related to these
interest rate swaps effectively acting as hedges were included in Accumulated
Other Comprehensive Income. Approximately $0.0 and $0.1 million of hedge
ineffectiveness for existing derivative instruments for the years ended
December 31, 2001 and 2002 was recorded based on calculations in
accordance with SFAS No. 133, as amended. In addition, approximately $18.3
million of cumulative expense had been realized in the statement of operations
for interest rate swaps no longer acting as hedges.

(10)  Related-Party Transactions

The Company was associated with Triton Cellular Partners L.P. (Triton
Cellular) by virtue of certain management overlap. Triton Cellular
consummated the sale of substantially all of its assets in April 2000. As part
of this association, certain costs were incurred on behalf of Triton Cellular
and subsequently reimbursed to the Company. Such costs totaled $714,000 during
2000. In addition, pursuant to an agreement between the Company and Triton
Cellular, allocations for management services rendered are charged to Triton
Cellular. Such allocations totaled $196,000 for 2000.

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Triton PCS is party to a credit facility for which affiliates of certain
investors serve as agent and lenders. The credit facility was most recently
amended on October 16, 2002. In connection with entering into and
administering the credit facility and such amendments, the agent and lenders
receive customary fees and expenses.

In January 2001 and November 2001, Triton PCS consummated private
offerings of senior subordinated notes (see Note 7). Affiliates of several cash
equity investors were initial purchasers in the private offerings and received
an aggregate placement fee of $18.2 million through the issuance of the notes
at a discount from the purchase price paid by investors.

(11)  Relationship with Lafayette Communications Company L.L.C.

The Company holds a 39% interest in Lafayette, an entrepreneur under FCC
guidelines. During 2002, Lafayette held 18 licenses, covering a population of
approximately 6.3 million people. On September 30, 2002, Triton acquired
certain FCC licenses, covering a population of approximately 2.9 million people in areas of Georgia,
Tennessee and Virginia, for an aggregate fair value of $21.7 million. This
acquisition was consummated to meet the spectrum needs of Tritons current
network overlay of GSM/GPRS technology.

On October 9, 2002, and as amended on December 2, 2002, the Company entered
into an agreement with Lafayette for the acquisition of 10 MHz of spectrum in
Anderson, Charleston, Columbia, Florence, Greenville, Greenwood, Orangeburg and
Sumter, South Carolina, for approximately $114.7 million. On December 2, 2002,
the Company entered into an agreement with Lafayette Communications Company
L.L.C. for the acquisition of 10 MHz of spectrum in Myrtle Beach, South
Carolina, Augusta, Georgia, Fredericksburg, Virginia and Lynchburg, Virginia
for approximately $12.2 million. The applications seeking FCC approval for the
transactions have been filed, and the Company expects to consummate the
transactions in the second quarter of 2003. Following consummation of these
transactions, the Company plans to demand repayment of the outstanding senior
loans to Lafayette.

As of December 31, 2002, the Company had written its initial investment in
Lafayette down to zero and had reduced its carrying value
of the $74.5 million loan receivable from Lafayette, so as to reflect 100%
of Lafayettes 2001 and 2002 loss of $0.7 million and $1.8 million,
respectively. The Company records any losses in Lafayette to Other Expense on
the statement of operations. In connection with the loans, Lafayette has and
will guarantee the Companys obligations under its credit facility, and such
senior loans are and will be pledged to the lenders under the Companys credit
facility.

(12)  Commitments and Contingencies

(a)Leases

The Company has entered into various leases for its offices, land for cell
sites, cell sites, and furniture and equipment under capital and operating
leases expiring through 2026. The Company is recognizing rent expense on a
straight-line basis over the life of the lease, which establishes deferred rent
on the balance sheet. The Company has various capital lease commitments of
approximately $2.8 million as of December 31, 2002. As of December 31, 2002,
the future minimum rental payments under these lease agreements having an
initial or remaining term in excess of one year were as follows:

(1)  Future Minimum Lease Payments:

|                                            |       |  |                |         |         |   |       |       | 
|------------------------------------------- | ----- |  | -------------- | ------- | ------- | - | ----- | ----- | 
|                                            |       |  | Operating      |         | Capital
|                                            |       |  |                |         |        
|                                            |       |  | (in thousands)
|2003                                        |       |  | 48,845         |         |         |   | 1,929 |      
|2004                                        |       |  | 42,015         |         |         |   | 816   |      
|2005                                        |       |  | 34,958         |         |         |   | 166   |      
|2006                                        |       |  | 29,217         |         |         |   | 30    |      
|2007                                        |       |  | 23,525         |         |         |   | 3     |      
|Thereafter                                  |       |  | 102,745        |         |         |   |      |      
|                                            |       |  |                |         |         |   |       |      
|                                            | Total |  | $              | 281,305 |         |   |       | 2,944 | 
|                                            |       |  |                |         |         |   |       |      
|Interest expense                            |       |  |                |         |         |   | 193   |      
|                                            |       |  |                |         |         |   |       |      
|Net present value of future payments        |       |  |                |         |         |   | 2,751 |      
|Current portion of capital lease obligation |       |  |                |         |         |   | 1,787 |      
|                                            |       |  |                |         |         |   |       |      
|                                            |       |  |                |         |         | $ | 964   |      
|                                            |       |  |                |         |         |   |       |      

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Rent expense under operating leases was $29.4 million, $47.1 million and
$50.9 million for the years ended December 31, 2000, 2001 and 2002,
respectively.

(b)Litigation

The Company has been involved in litigation relating to claims arising out
of its operations in the normal course of business. The Company does not
believe that an adverse outcome of any of these legal proceedings will have a
material adverse effect on the Companys results of operations.

(13)  Preferred Stock and Stockholders Equity

(a)Preferred Stock

The Series A convertible preferred stock (Series A) is convertible into
common stock at the option of the holders on or after February 4, 2006. The
conversion rate for each share of Series A is equal to its accreted value
divided by the then fair market value of the Companys common stock.

The holders of the Series A are entitled to 10% cumulative annual
dividends, payable quarterly. At December 31, 2002, cumulative dividends
accrued and classified as a component of preferred stock in the accompanying
balance sheet are $48.4 million. The Company may defer payment of the dividends
until June 30, 2008, at which time all deferred dividend payments must be made.
The Series A is redeemable
at its accreted value at the option of the Company on or after February 4,
2008. The Series A is redeemable at the option of the holders on or after
February 4, 2018. The Series A and the Series B preferred stock (Series B)
are on a parity basis with respect to dividend rights and rights on liquidation
and senior to all other classes of preferred or common stock of the Company.
The Series A holders do not have any voting rights, except as required by law
or in certain circumstances, but have the right to nominate one director.

In the event that there is a disqualifying transaction, the Company has
the right to cause AT&T Wireless PCS to exchange certain shares of its Series A
into Series B. The Series B has dividend rights equal to that of the Series A.
The
Series B is not convertible into any other security of the Company. The Series
B is redeemable at its accreted value, at the option of the Company at any
time. The Series B holders do not have any voting rights.

The Series C convertible preferred stock (Series C) is convertible into
a fixed number of shares Class A common stock at the option of the holder.
Holder may elect, by written notice, to receive shares of Class B non-voting
common stock instead of Class A common stock. The holders of the Series C
vote with Class A common stock on an as-converted basis. Upon liquidation or
dissolution, the holders of the Series C have a liquidation preference of $100
per share, subject to adjustment, and rank senior to the common stock.

The Series D convertible preferred stock (Series D) is convertible into
an equivalent number of shares of Series C at the option of the holder. The
holders of the Series D do not have any voting rights. Upon liquidation or
dissolution, the holders of the Series D have a liquidation preference of $100
per share, subject to adjustment, and rank senior to the Series C and the
common stock.

(b)  Public Offering

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

(14)  Quarterly Results of Operations (Unaudited)

The following table summarizes the Companys quarterly financial data for
the two years ended December 31, 2002 and December 31, 2001, respectively. For
the year ended December 31, 2002, the quarterly data includes originally
reported and restated amounts (see Note 17).

F-24



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##### Table of Contents



|                                       |  |                                       |           |               |  |               |           |                |  |   |           |   |  |   |           |  
|-------------------------------------- |  | ------------------------------------- | --------- | ------------- |  | ------------- | --------- | -------------- |  | - | --------- | - |  | - | --------- | -
|                                       |  | First Quarter                         |           |               |  |               |           | Second Quarter |  |   |           |  
|                                       |  | As Originally                         |           | First Quarter |  | As Originally |           | Second Quarter
|2002                                   |  | Reported                              |           | As Restated   |  | Reported      |           | As Restated   
|                                       |  |                                       |           |               |  |               |           |               
|                                       |  | (in thousands, except per share data)
|For the year ended December 31,        |  |                                       |           |               |  |               |           |                |  |   |           |   |  |   |           |  
|Total revenue                          |  | $                                     | 156,698   |               |  | $             | 156,698   |                |  | $ | 183,012   |   |  | $ | 183,012   |  
|Income/(loss) from operations          |  |                                       | (711      | )             |  |               | (711      | )              |  |   | 7,474     |   |  |   | 7,474     |  
|Income tax expense                     |  |                                       |          |               |  |               | 17,445    |                |  |   | 794       |   |  |   | 2,700     |  
|Net loss                               |  |                                       | (31,410   | )             |  |               | (48,855   | )              |  |   | (30,647   | ) |  |   | (32,553   | )
|Net loss available to stockholders     |  |                                       | (34,308   | )             |  |               | (51,753   | )              |  |   | (33,618   | ) |  |   | (35,524   | )
|Comprehensive loss                     |  |                                       | (32,253   | )             |  |               | (49,698   | )              |  |   | (34,911   | ) |  |   | (36,817   | )
|Net loss per share  basic and diluted |  | $                                     | (0.52     | )             |  | $             | (0.79     | )              |  | $ | (0.51     | ) |  | $ | (0.54     | )
|As of December 31,                     |  |                                       |           |               |  |               |           |                |  |   |           |   |  |   |           |  
|Deferred income taxes                  |  | $                                     | 11,935    |               |  | $             | 29,380    |                |  | $ | 11,935    |   |  | $ | 31,286    |  
|Total liabilities                      |  |                                       | 1,558,272 |               |  |               | 1,575,717 |                |  |   | 1,594,501 |   |  |   | 1,613,852 |  
|Accumulated deficit                    |  |                                       | (592,990  | )             |  |               | (610,435  | )              |  |   | (623,637  | ) |  |   | (642,988  | )
|Total stockholders deficit            |  |                                       | (65,885   | )             |  |               | (83,330   | )              |  |   | (95,243   | ) |  |   | (114,594  | )

|                                       |  |               |           |               |  |               |           |                |  |   |           |   |  |   |           |  
|-------------------------------------- |  | ------------- | --------- | ------------- |  | ------------- | --------- | -------------- |  | - | --------- | - |  | - | --------- | -
|                                       |  | Third Quarter |           |               |  |               |           | Fourth Quarter |  |   |           |  
|                                       |  | As Originally |           | Third Quarter |  | As Originally |           | Fourth Quarter
|                                       |  | Reported      |           | As Restated   |  | Reported      |           | As Restated   
|                                       |  |               |           |               |  |               |           |               
|For the year ended December 31,        |  |               |           |               |  |               |           |                |  |   |           |   |  |   |           |  
|Total revenue                          |  | $             | 193,244   |               |  |               | 193,244   |                |  | $ | 183,031   |   |  | $ | 183,031   |  
|Income/(loss) from operations          |  |               | 9,376     |               |  |               | 9,376     |                |  |   | (6,108    | ) |  |   | (6,108    | )
|Income tax expense                     |  |               | 563       |               |  |               | 2,469     |                |  |   | 8         |   |  |   | 2,425     |  
|Net loss                               |  |               | (32,489   | )             |  |               | (34,395   | )              |  |   | (42,275   | ) |  |   | (44,692   | )
|Net loss available to stockholders     |  |               | (35,535   | )             |  |               | (37,441   | )              |  |   | (45,398   | ) |  |   | (47,815   | )
|Comprehensive loss                     |  |               | (36,323   | )             |  |               | (38,229   | )              |  |   | (43,171   | ) |  |   | (45,588   | )
|Net loss per share  basic and diluted |  | $             | (0.54     | )             |  | $             | (0.57     | )              |  | $ | (0.69     | ) |  | $ | (0.72     | )
|As of December 31,                     |  |               |           |               |  |               |           |                |  |   |           |   |  |   |           |  
|Deferred income taxes                  |  | $             | 11,935    |               |  | $             | 33,192    |                |  | $ | 11,935    |   |  | $ | 35,609    |  
|Total liabilities                      |  |               | 1,624,793 |               |  |               | 1,646,050 |                |  |   | 1,654,083 |   |  |   | 1,677,757 |  
|Accumulated deficit                    |  |               | (656,126  | )             |  |               | (677,383  | )              |  |   | (698,401  | ) |  |   | (722,075  | )
|Total stockholders deficit            |  |               | (125,900  | )             |  |               | (147,157  | )              |  |   | (163,515  | ) |  |   | (187,189  | )

|                                       |  |                                       |         |         |  |         |         |         |  |   |         |   |  |   |         |  
|-------------------------------------- |  | ------------------------------------- | ------- | ------- |  | ------- | ------- | ------- |  | - | ------- | - |  | - | ------- | -
|                                       |  | First                                 |         | Second  |  | Third   |         | Fourth 
|2001                                   |  | Quarter                               |         | Quarter |  | Quarter |         | Quarter
|                                       |  |                                       |         |         |  |         |         |        
|                                       |  | (in thousands, except per share data)
|Total revenue                          |  | $                                     | 112,518 |         |  | $       | 133,720 |         |  | $ | 145,408 |   |  | $ | 148,454 |  
|Loss from operations                   |  |                                       | (21,930 | )       |  |         | (19,261 | )       |  |   | (17,742 | ) |  |   | (21,067 | )
|Net loss available to stockholders     |  |                                       | (46,193 | )       |  |         | (45,342 | )       |  |   | (46,960 | ) |  |   | (70,985 | )
|Net loss per share  basic and diluted |  | $                                     | (0.73   | )       |  | $       | (0.69   | )       |  | $ | (0.72   | ) |  | $ | (1.08   | )

(15) Supplemental Cash Flow Information

|                                                                   |                                                   |   |                |        |      |   |        |        |  |   |        |       | 
|------------------------------------------------------------------ | ------------------------------------------------- | - | -------------- | ------ | ---- | - | ------ | ------ |  | - | ------ | ----- | 
|                                                                   |                                                   |   | 2000           |        | 2001 |   | 2002  
|                                                                   |                                                   |   |                |        |      |   |       
|                                                                   |                                                   |   | (in thousands)
|Cash paid during the year for interest, net of amounts capitalized |                                                   | $ | 12,943         |        |      | $ | 50,301 |        |  | $ | 89,831 |      
|Non-cash investing and financing activities:                       |                                                   |   |                |        |      |   |        |        |  |   |        |      
|                                                                   | Deferred stock compensation                       |   |                | 33,373 |      |   |        | 67,617 |  |   |        | 3,365 | 
|                                                                   | Equipment acquired under capital lease obligation |   |                | 2,573  |      |   |        | 786    |  |   |        | 291   | 
|                                                                   | Change in fair value of derivative instruments    |   |                |       |      |   |        | 20,584 |  |   |        | 3,235 | 
|                                                                   | Capital expenditures included in accounts payable |   |                | 13,410 |      |   |        | 37,929 |  |   |        | 7,261 | 

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(16) Subsequent Events

During January of 2003, the Company completed a reorganization of its
operations, which consolidated operations functionally from a more
decentralized structure. The reorganization resulted in the elimination of 170
positions or 8% of the workforce. In accordance with SFAS No. 146, Accounting
for Costs Associated with Exit or Disposal Activities, the Company will
recognize a liability for costs associated with the reorganization as the
liability is incurred during the first quarter of 2003.

On February 26, 2003, the Company entered into a fifth amendment to the
second amended and restated credit agreement to extend the availability period
for draws on Tranche E from March 8, 2003 to June 8, 2003. The Company did not
incur any fees related to this extension.

(17) Restatement

On May 19, 2003, the Company revised its consolidated financial
information for the year ended December 31, 2002 to reflect the recognition of
deferred tax expense of $23.7 million. The restatement is the result of the
Company having to establish a valuation allowance against its deferred tax
assets, as the Company is no longer able to reasonably estimate the period of
reversal, if any, for deferred tax liabilities related to licensing costs as
the result of the adoption of SFAS No. 142 (See Note 4). As a result, Triton
may not rely on the reversal of deferred tax liabilities associated with
licensing costs as a means to realize Tritons deferred tax assets, which
primarily represent net operating loss carryforwards. Additionally, due to a
lack of earnings history, Triton cannot rely, for accounting purposes, on
forecasts of future earnings as a means to realize its deferred tax assets.
Accordingly, Triton has determined that, pursuant to the provisions of SFAS No.
109, deferred tax valuation allowances are required on those deferred tax
assets. As of December 31, 2002, the Company had $381.1 million in deferred
tax assets with a valuation allowance of $315.1 million. This
change, in accordance with Accounting Principles Board Opinion
No. 20, in the Companys
2002 deferred tax asset valuation allowance had no effect on cash,
cash flow from operations, cash flow from investing activities, cash flow from
financing activities, loss from operations or debt covenants. The effect on the 2002 financial statements is summarized below:

|                            |  |                   |           |             |  |   |           |  
|--------------------------- |  | ----------------- | --------- | ----------- |  | - | --------- | -
|                            |  | December 31, 2002
|                            |  | As Originally     |           |             |  |  
|2002                        |  | Reported          |           | As Restated
|                            |  |                   |           |            
|                            |  | (in thousands)   
|Deferred income taxes       |  | $                 | 11,935    |             |  | $ | 35,609    |  
|Total liabilities           |  |                   | 1,654,083 |             |  |   | 1,677,757 |  
|Accumulated deficit         |  |                   | (698,401  | )           |  |   | (722,075  | )
|Total stockholders deficit |  |                   | (163,515  | )           |  |   | (187,189  | )

|                                       |  |                                          |          |             |  |   |          |  
|-------------------------------------- |  | ---------------------------------------- | -------- | ----------- |  | - | -------- | -
|                                       |  | Year ended December 31, 2002            
|                                       |  | As Originally                            |          |             |  |  
|                                       |  | Reported                                 |          | As Restated
|                                       |  |                                          |          |            
|                                       |  | (in thousands, except per share amounts)
|Income tax expense                     |  | $                                        | 1,365    |             |  | $ | 25,039   |  
|Net loss                               |  |                                          | (136,821 | )           |  |   | (160,495 | )
|Net loss available to stockholders     |  |                                          | (148,859 | )           |  |   | (172,533 | )
|Comprehensive loss                     |  |                                          | (146,658 | )           |  |   | (170,332 | )
|Net loss per share  basic and diluted |  | $                                        | (2.26    | )           |  | $ | (2.62    | )

F-26



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##### Table of Contents






ITEM 14. CONTROLS AND PROCEDURES

The Chief Executive Officer and the Chief Financial Officer of Triton (its
principal executive officer and principal financial officer respectively), as
well as the Chief Operating Officer and Senior Vice President of Operations
have concluded, based on their evaluation as of a date within 90 days prior to
the date of the filing of this report, Tritons disclosure controls and
procedures: are effective to ensure that information required to be disclosed
by Triton in the reports filed or submitted by it under the Securities Exchange
Act of 1934, as amended, is recorded, processed, summarized and reported within
the time periods specified in the SECs rules and forms; and include controls
and procedures designed to ensure that information required to be disclosed by
Triton in such reports is accumulated and communicated to the companys
management, including the Chief Executive Officer, Chief Financial Officer,
Chief Operating Officer and Senior Vice President of Operations, as appropriate
to allow timely decisions regarding required disclosure.

There were no significant changes in Tritons internal controls or in
other factors that could significantly affect these controls subsequent to the
date of such evaluation.

Tritons disclosure controls and procedures are designed to provide a
reasonable level of assurance of reaching Tritons desired disclosure control
objectives and are effective in reaching that level of reasonable assurance.

17



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PART IV




ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

(a)  (1) Financial Statements and Financial Statement Schedules

The following financial statements have been included as part of this amended report:

|                                                                                          |  |    
|----------------------------------------------------------------------------------------- |  | ---
|Report of Independent Accountants                                                         |  | F-2
|Consolidated Balance Sheets                                                               |  | F-3
|Consolidated Statements of Operations and Comprehensive Loss                              |  | F-4
|Consolidated Statements of Redeemable Preferred Equity and Stockholders Equity (Deficit) |  | F-5
|Consolidated Statements of Cash Flows                                                     |  | F-6
|Notes to Consolidated Financial Statements                                                |  | F-7
|Schedule I  Condensed Financial Information of Triton PCS Holdings, Inc.                 |  | 19 
|Schedule II  Valuation and Qualifying Accounts                                           |  | 22 

18



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(a) (1) Financial Statement Schedules

TRITON PCS HOLDINGS, INC.
SCHEDULE I - CONDENSED FINANCIAL INFORMATION

TRITON PCS HOLDINGS, INC.
BALANCE SHEETS
(Dollars in thousands)

|                                                     |                            |   |              |        |              |  |               |        | 
|---------------------------------------------------- | -------------------------- | - | ------------ | ------ | ------------ |  | ------------- | ------ | 
|                                                     |                            |   | December 31, |        | December 31,
|                                                     |                            |   | 2001         |        | 2002        
|                                                     |                            |   |              |        |             
|                                                     |                            |   |              |        |              |  | (As restated,
|                                                     |                            |   |              |        |              |  | see Note 17) 
|ASSETS:                                              |                            |   |              |        |              |  |               |       
|                                                     | Investment in subsidiaries |   | $            | 75,744 |              |  |               |       | 
|                                                     |                            |   |              |        |              |  |               |       
|Total Assets                                         |                            | $ | 75,744       |        |              |  |              |       
|                                                     |                            |   |              |        |              |  |               |       
|LIABILITIES AND STOCKHOLDERS EQUITY:                |                            |   |              |        |              |  |               |       
|                                                     | Payable to subsidiaries    |   |              |       |              |  |               | 60,186 | 
|                                                     |                            |   |              |        |              |  |               |       
|Total Liabilities                                    |                            |   |             |        |              |  | 60,186        |       
|Series A Redeemable Preferred Stock,
$0.01 par value |                            |   | 114,965      |        |              |  | 127,003       |       
|STOCKHOLDERS EQUITY                                 |                            |   |              |        |              |  |               |       
|Series B Preferred Stock, $0.01 par value            |                            |   |             |        |              |  |              |       
|Series C Preferred Stock, $0.01 par value            |                            |   |             |        |              |  |              |       
|Series D Preferred Stock, $0.01 par value            |                            |   | 5            |        |              |  | 5             |       
|Class A Common Stock, $0.01 par value                |                            |   | 594          |        |              |  | 603           |       
|Class B Non-voting Common Stock, $0.01
par value     |                            |   | 79           |        |              |  | 79            |       
|Additional paid-in capital                           |                            |   | 623,335      |        |              |  | 615,587       |       
|Accumulated deficit                                  |                            |   | (561,580     | )      |              |  | (722,075      | )     
|Accumulated Other Comprehensive Income               |                            |   | (7,660       | )      |              |  | (5,459        | )     
|Treasury Stock                                       |                            |   | (1,375       | )      |              |  | (1,375        | )     
|Deferred compensation                                |                            |   | (92,619      | )      |              |  | (74,554       | )     
|                                                     |                            |   |              |        |              |  |               |       
|Total Stockholders Equity                           |                            |   | (39,221      | )      |              |  | (187,189      | )     
|                                                     |                            |   |              |        |              |  |               |       
|Total Liabilities and Stockholders Equity           |                            | $ | 75,744       |        |              |  |              |       
|                                                     |                            |   |              |        |              |  |               |       

See accompanying notes to financial statements.

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TRITON PCS HOLDINGS, INC.
SCHEDULE I - CONDENSED FINANCIAL INFORMATION (Continued)

TRITON PCS HOLDINGS, INC.
STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Dollars in thousands)

|                                          |                                                     |   |                    |   |                    |   |                    |        |   |   |                   |       | 
|----------------------------------------- | --------------------------------------------------- | - | ------------------ | - | ------------------ | - | ------------------ | ------ | - | - | ----------------- | ----- | 
|                                          |                                                     |   | For the Year Ended |   | For the Year Ended |   | For the Year Ended
|                                          |                                                     |   | December 31, 2000  |   | December 31, 2001  |   | December 31, 2002 
|                                          |                                                     |   |                    |   |                    |   |                   
|                                          |                                                     |   |                    |   |                    |   |                    |        |   |   | (As restated, see
|                                          |                                                     |   |                    |   |                    |   |                    |        |   |   | Note 17)         
|Equity in net loss of subsidiaries        |                                                     | $ | (176,758           | ) |                    | $ | (198,390           | )      |   | $ | (160,314          | )    
|General & administrative expenses         |                                                     |   | (148               | ) |                    |   | (193               | )      |   |   | (181              | )    
|                                          |                                                     |   |                    |   |                    |   |                    |        |   |   |                   |      
|Net loss                                  |                                                     |   | (176,906           | ) |                    |   | (198,583           | )      |   |   | (160,495          | )    
|Accretion of preferred stock              |                                                     |   | (9,865             | ) |                    |   | (10,897            | )      |   |   | (12,038           | )    
|Net loss available to common
stockholders |                                                     | $ | (186,771           | ) |                    | $ | (209,480           | )      |   | $ | (172,533          | )    
|                                          |                                                     |   |                    |   |                    |   |                    |        |   |   |                   |      
|Other comprehensive loss, net of tax:     |                                                     |   |                    |   |                    |   |                    |        |   |   |                   |      
|                                          | Cumulative effect of change in
accounting principal |   |                    |  |                    |   |                    | (4,162 | ) |   |                   |      | 
|                                          | Unrealized gain (loss) on derivatives
Instruments   |   |                    |  |                    |   |                    | (3,498 | ) |   |                   | 2,201 | 
|                                          |                                                     |   |                    |   |                    |   |                    |        |   |   |                   |      
|Comprehensive loss                        |                                                     | $ | (186,771           | ) |                    | $ | (217,140           | )      |   | $ | (170,332          | )    
|                                          |                                                     |   |                    |   |                    |   |                    |        |   |   |                   |      

See accompanying notes to financial statements.

20



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TRITON PCS HOLDINGS, INC.
SCHEDULE I - CONDENSED FINANCIAL INFORMATION (Continued)

TRITON PCS HOLDINGS, INC.
STATEMENTS OF CASH FLOWS
(Dollars in thousands)

|                                               |                                                      |   |                    |          |                    |   |                    |          |   |   |                   |          |  
|---------------------------------------------- | ---------------------------------------------------- | - | ------------------ | -------- | ------------------ | - | ------------------ | -------- | - | - | ----------------- | -------- | -
|                                               |                                                      |   | For the Year Ended |          | For the Year Ended |   | For the Year Ended
|                                               |                                                      |   | December 31, 2000  |          | December 31, 2001  |   | December 31, 2002 
|                                               |                                                      |   |                    |          |                    |   |                   
|                                               |                                                      |   |                    |          |                    |   |                    |          |   |   | (As restated, see
|                                               |                                                      |   |                    |          |                    |   |                    |          |   |   | Note 17)         
|Cash flows from operating activities:          |                                                      |   |                    |          |                    |   |                    |          |   |   |                   |         
|                                               | Net loss                                             |   | $                  | (176,906 | )                  |   | $                  | (198,583 | ) |   | $                 | (160,495 | )
|                                               | Equity in net loss of subsidiaries                   |   |                    | 176,758  |                    |   |                    | 198,390  |   |   |                   | 160,314  |  
|                                               |                                                      |   |                    |          |                    |   |                    |          |   |   |                   |         
|Net cash used in operating activities          |                                                      |   | (148               | )        |                    |   | (193               | )        |   |   | (181              | )       
|Cash flows from investing activities           |                                                      |   |                    |          |                    |   |                    |          |   |   |                   |         
|                                               | Investment in subsidiaries                           |   |                    | (118     | )                  |   |                    | (104,989 | ) |   |                   | (753     | )
|                                               |                                                      |   |                    |          |                    |   |                    |          |   |   |                   |         
|Net cash used in investing activities          |                                                      |   | (118               | )        |                    |   | (104,989           | )        |   |   | (753              | )       
|Cash flows from financing activities           |                                                      |   |                    |          |                    |   |                    |          |   |   |                   |         
|                                               | Proceeds from capital contribution                   |   |                    |         |                    |   |                    |         |   |   |                   | 23       |  
|                                               | Payment of deferred transaction costs                |   |                    | (462     | )                  |   |                    | (1,142   | ) |   |                   |         |  
|                                               | Contributions under the employee stock
purchase plan |   |                    | 728      |                    |   |                    | 1,019    |   |   |                   | 911      |  
|Proceeds from equity offering                  |                                                      |   |                   |          |                    |   | 106,680            |          |   |   |                  |         
|Treasury stock purchase                        |                                                      |   |                   |          |                    |   | (1,375             | )        |   |   |                  |         
|                                               |                                                      |   |                    |          |                    |   |                    |          |   |   |                   |         
|Net cash provided by financing activities      |                                                      |   | 266                |          |                    |   | 105,182            |          |   |   | 934               |         
|Net decrease in cash                           |                                                      |   |                   |          |                    |   |                   |          |   |   |                  |         
|Cash and cash equivalents, beginning of
Period |                                                      |   |                   |          |                    |   |                   |          |   |   |                  |         
|                                               |                                                      |   |                    |          |                    |   |                    |          |   |   |                   |         
|Cash and cash equivalents, end of period       |                                                      | $ |                   |          |                    | $ |                   |          |   | $ |                  |         
|                                               |                                                      |   |                    |          |                    |   |                    |          |   |   |                   |         

See accompanying notes to financial statements.

Note 1.

These statements should be read in conjunction with the Companys
consolidated financial statements and notes thereto filed on Form 10-K.

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TRITON PCS HOLDINGS, INC.
NOTES TO FINANCIAL STATEMENTS

TRITON PCS HOLDINGS, INC.

SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS
(in thousands)

|                                             |                                                        |  |            |         |            |  |             |        |            |  |  |        |  |  |  |         | 
|-------------------------------------------- | ------------------------------------------------------ |  | ---------- | ------- | ---------- |  | ----------- | ------ | ---------- |  |  | ------ |  |  |  | ------- | 
|                                             |                                                        |  |            |         |            |  | Additions   |        | Deductions |  |  |        | 
|                                             |                                                        |  | Balance at |         | Charged to |  | Credited to |        | Balance   
|                                             |                                                        |  | Beginning  |         | Cost and   |  | Costs and   |        | at End    
|                                             |                                                        |  | of Year    |         | Expenses   |  | Expenses    |        | of Year   
|                                             |                                                        |  |            |         |            |  |             |        |           
|Allowance for doubtful accounts:             |                                                        |  |            |         |            |  |             |        |            |  |  |        |  |  |  |        
|                                             | Year ended December 31, 2000                           |  |            | 1,765   |            |  |             | 7,763  |            |  |  | 6,622  |  |  |  | 2,906   | 
|                                             | Year ended December 31, 2001                           |  |            | 2,906   |            |  |             | 12,103 |            |  |  | 11,664 |  |  |  | 3,345   | 
|                                             | Year ended December 31, 2002                           |  |            | 3,345   |            |  |             | 18,889 |            |  |  | 15,226 |  |  |  | 7,008   | 
|Inventory Obsolescence Reserve:              |                                                        |  |            |         |            |  |             |        |            |  |  |        |  |  |  |        
|                                             | Year ended December 31, 2000                           |  |            | 177     |            |  |             | 1,711  |            |  |  |       |  |  |  | 1,888   | 
|                                             | Year ended December 31, 2001                           |  |            | 1,888   |            |  |             | 592    |            |  |  | 1,794  |  |  |  | 686     | 
|                                             | Year ended December 31, 2002                           |  |            | 686     |            |  |             | 1,056  |            |  |  | 1,096  |  |  |  | 646     | 
|Valuation Allowance for Deferred Tax Assets: |                                                        |  |            |         |            |  |             |        |            |  |  |        |  |  |  |        
|                                             | Year ended December 31, 2000                           |  |            | 66,684  |            |  |             | 75,741 |            |  |  |       |  |  |  | 142,425 | 
|                                             | Year ended December 31, 2001                           |  |            | 142,425 |            |  |             | 94,142 |            |  |  |       |  |  |  | 236,567 | 
|                                             | Year ended December 31, 2002 (as restated,
see Note 8) |  |            | 236,567 |            |  |             | 78,562 |            |  |  |       |  |  |  | 315,129 | 

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

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(a) (3) Exhibits

|        |  |                                                                                                                                                                                                                                                                                                                                                              
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |                                                                                                                                                                                                                                                                                                                                                              
|Number  |  | Description                                                                                                                                                                                                                                                                                                                                                  
|        |  |                                                                                                                                                                                                                                                                                                                                                              
|2.1     |  | Asset Purchase Agreement, dated as of July 13, 1999, among Triton PCS
Operating Company, L.L.C., Triton PCS Property Company L.L.C. and American
Tower, L.P (incorporated by reference to Exhibit 10.38 to No. 1 to the
Form S-4 Registration Statement of Triton PCS, Inc. and its subsidiaries,
File No. 333-57715).                                       
|        |  |                                                                                                                                                                                                                                                                                                                                                              
|2.2     |  | Agreement for Purchase and Sale of FCC License, dated as of July 25,
2002, by and between AT&T Wireless PCS, Inc., AT&T Wireless Services,
Inc., Triton PCS, Inc. and Triton PCS License Company L.L.C. (incorporated
by reference to Exhibit 10.10 to the Form 10-Q of Triton PCS Holdings,
Inc. for the quarter ended June 30, 2002).                      
|        |  |                                                                                                                                                                                                                                                                                                                                                              
|2.3     |  | Agreement for Purchase and Sale of FCC Licenses, dated as of October
9, 2002, by and between Lafayette Communications Company L.L.C. and Triton
PCS License L.L.C. (incorporated by reference to Exhibit 2.3 to the Form
10-K of Triton PCS Holdings, Inc. for the year ended December 31, 2002).                                                            
|        |  |                                                                                                                                                                                                                                                                                                                                                              
|2.4     |  | First Amendment, dated as of December 2, 2002, to Agreement for Purchase
and Sale of FCC Licenses, dated as of October 9, 2002, by and between
Lafayette Communications Company L.L.C. and Triton PCS License Company
L.L.C. (incorporated by reference to Exhibit 2.4 to the Form 10-K of
Triton PCS Holdings, Inc. for the year ended December 31, 2002).  
|        |  |                                                                                                                                                                                                                                                                                                                                                              
|2.5     |  | Second Amendment, dated as of December 31, 2002, to Agreement for
Purchase and Sale of FCC Licenses, dated as of October 9, 2002, by and
between Lafayette Communications Company L.L.C. and Triton PCS License
Company L.L.C. (incorporated by reference to Exhibit 2.5 to the Form 10-K
of Triton PCS Holdings, Inc. for the year ended December 31, 2002).
|        |  |                                                                                                                                                                                                                                                                                                                                                              
|3.1     |  | Second Restated Certificate of Incorporation of Triton PCS Holdings, Inc.
(incorporated by reference to Exhibit 3.4 to the Form 10-Q of Triton PCS
Holdings, Inc. for the quarter ended September 30, 1999).                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                                                                                              
|3.2     |  | Second Amended and Restated Bylaws of Triton PCS Holdings, Inc.
(incorporated by reference to Exhibit 3.6 to the Form 10-Q of Triton PCS
Holdings, Inc. for the quarter ended September 30, 1999).                                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                                              
|4.1     |  | Specimen Common Stock Certificate (incorporated by reference to Exhibit
4.1 to Amendment No. 3 to the Form S-1 Registration Statement of Triton
PCS Holdings, Inc., File No. 333-85149).                                                                                                                                                                     
|        |  |                                                                                                                                                                                                                                                                                                                                                              
|4.2     |  | Indenture, dated as of May 4, 1998, between Triton PCS, Inc., the
Guarantors party thereto and PNC Bank, National Association (incorporated
by reference to Exhibit 4.1 to the Form S-4 Registration Statement of
Triton PCS, Inc. and its subsidiaries, File No. 333-57715).                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                              
|4.3     |  | First Supplemental Indenture, dated as of March 30, 1999, to the
Indenture dated as of May 4, 1998 (incorporated by reference to Exhibit
4.1 to the Form 10-Q of Triton PCS, Inc. and its subsidiaries, for the
quarter ended March 31, 1999).                                                                                                               
|        |  |                                                                                                                                                                                                                                                                                                                                                              
|4.4     |  | Second Supplemental Indenture, dated as of December 21, 1999, to the
Indenture dated as of May 4, 1998 (incorporated by reference to Exhibit
4.4 to Amendment No. 2 to the Form S-3 Registration Statement of Triton
PCS Holdings, Inc., File No. 333-49974).                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                              
|4.5     |  | Indenture, dated as of January 19, 2001, among Triton PCS, Inc., the
Guarantors party thereto and The Bank of New York (incorporated by
reference to Exhibit 4.5 to Amendment No. 2 to the Form S-3 Registration
Statement of Triton PCS Holdings, Inc., File No. 333-49974).                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                              
|4.6     |  | Agreement of Resignation, Appointment and Acceptance, dated as of January
18, 2001, by and among Triton PCS, Inc., Chase Manhattan Trust Company,
National Association, as prior trustee and successor to PNC Bank, National
Association, and The Bank of New York, as successor trustee under the
Indenture dated as of May 4,                              

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|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|---- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |  | 1998 (incorporated by reference to Exhibit 4.5 to the Form 10-Q of Triton
PCS Holdings, Inc. for the quarter ended June 30, 2001).                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|4.7  |  | Indenture, dated as of November 14, 2001, among Triton PCS, Inc., the
Guarantors thereto and The Bank of New York, as trustee (incorporated by
reference to Exhibit 4.1 to the Form 8-K/A of Triton PCS Holdings, Inc.
filed November 15, 2001).                                                                                                                                                                                                                                                                                                                                                                
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.1 |  | Second Amended and Restated Credit Agreement, dated as of February 3,
1998, as amended and restated as of September 22, 1999 and September 14,
2000, among Triton PCS, Inc., Triton PCS Holdings, Inc., the Lenders (as
defined therein) party thereto, and The Chase Manhattan Bank, as
administrative agent (incorporated by reference to Exhibit 10.4 to the
Form 10-Q of Triton PCS Holdings, Inc. for the quarter ended September 30,
2000).                                                                                                                                                               
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.2 |  | First Amendment, dated as of September 26, 2001, to the Second Amended
and Restated Credit Agreement, dated as of February 3, 1998, as amended
and restated as of September 14, 2000, among Triton PCS, Inc., Triton PCS
Holdings, Inc., the Lenders (as defined therein) party thereto and The
Chase Manhattan Bank, as administrative agent (incorporated by reference
to Exhibit 10.2 to the Form 10-K of Triton PCS Holdings, Inc. for the year
ended December 31, 2001).                                                                                                                                   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.3 |  | Second Amendment, dated as of February 20, 2002, to the Second Amended
and Restated Credit Agreement, dated as of February 3, 1998, as amended
and restated as of September 22, 1999 and September 14, 2000, among Triton
PCS, Inc., Triton PCS Holdings, Inc., the Lenders (as defined therein)
party thereto and JPMorgan Chase Bank, as administrative agent
(incorporated by reference to Exhibit 10.3 to the Form 10-K of Triton PCS
Holdings, Inc. for the year ended December 31, 2001).                                                                                                                 
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.4 |  | Third Amendment, dated as of March 8, 2002, to the Second Amended and
Restated Credit Agreement, dated as of February 3, 1998, as amended and
restated as of September 22, 1999 and September 14, 2000, among Triton
PCS, Inc., Triton PCS Holdings, Inc., the Lenders (as defined therein)
party thereto, JPMorgan Chase Bank, as administrative agent, First Union
National Bank, as Tranche E syndication agent and The Bank of Nova Scotia,
as Tranche E documentation agent (incorporated by reference to Exhibit
10.4 to the Form 10-K of Triton PCS Holdings, Inc. for the year ended
December 31, 2001).
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.5 |  | Fourth Amendment, dated as of October 16, 2002, to the Second Amended and
Restated Credit Agreement, dated as of February 3, 1998, as amended and
restated as of September 14, 2000, among Triton PCS, Inc., Triton PCS
Holdings, Inc., the Lenders (as defined therein) party thereto and
JPMorgan Chase Bank, as administrative agent (incorporated by reference to
Exhibit 10.1 to the Form 10-Q of Triton PCS Holdings, Inc. for the quarter
ended September 30, 2002).                                                                                                                                     
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.6 |  | AT&T Wireless Services Network Membership License Agreement, dated as of
February 4, 1998, between AT&T Corp. and Triton PCS Operating Company
L.L.C. (incorporated by reference to Exhibit 10.8 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File No.
333-57715).                                                                                                                                                                                                                                                                                                          
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.7 |  | Amendment No. 1 to AT&T Wireless Services Network Membership License
Agreement, dated as of December 31, 1998, between AT&T Corp. and Triton
PCS Operating Company L.L.C. (incorporated by reference to Exhibit 10.17
to Amendment No. 1 to the Form S-1 Registration Statement of Triton PCS
Holdings, Inc., File No. 333-85149).                                                                                                                                                                                                                                                                              
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.8 |  | Amendment No. 2 to AT&T Wireless Services Network Membership License
Agreement, dated as of June 8, 1999, between AT&T Corp. and Triton PCS
Operating Company L.L.C. (incorporated by reference to Exhibit 10.18 to
Amendment No. 1 to the Form S-1 Registration Statement of Triton PCS
Holdings, Inc., File No. 333-85149).                                                                                                                                                                                                                                                                                   
|     |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|10.9 |  | Amendment No. 3 to Network Membership License Agreement, dated as of
April 4, 2002, between AT&T Corp. and Triton PCS Operating Company L.L.C.
(incorporated by reference to Exhibit 10.1 to the Form 10-Q of Triton PCS
Holdings, Inc. for the quarter ended June 30, 2002).                                                                                                                                                                                                                                                                                                                                   

| |  | 
| |  | 

24



---



##### Table of Contents



|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.10 |  | Amendment No. 4 to Network Membership License Agreement, dated as of
October 22, 2002, by and between AT&T Corp. and Triton PCS Operating
Company L.L.C. (incorporated by reference to Exhibit 10.10 to the Form
10-K of Triton PCS Holdings, Inc. for the year ended December, 2002).                                                                                                                                                                                  
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.11 |  | Intercarrier Roamer Service Agreements, dated as of February 4, 1998,
between AT&T Wireless Service, Inc. and Triton PCS Operating Company L.L.C
(incorporated by reference to Exhibit 10.11 to the Form S-4 Registration
Statement of Triton PCS, Inc. and its subsidiaries, File No. 333-57715).                                                                                                                                                                      
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.12 |  | Amendment No. 1 to Intercarrier Roamer Service Agreement, dated as of
December 31, 1998, between AT&T Wireless Services, Inc. and Triton PCS
Operating Company L.L.C. (incorporated by reference to Exhibit 10.24 to
Amendment No. 1 to the Form S-1 Registration Statement of Triton PCS
Holdings, Inc., File No. 333-85149).                                                                                                                                          
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.13 |  | Amendment No. 2 to Intercarrier Roamer Service Agreement, dated as of
June 8, 1999, between AT&T Wireless Services, Inc. and Triton PCS
Operating Company L.L.C. (incorporated by reference to Exhibit 10.25 to
Amendment No. 1 to the Form S-1 Registration Statement of Triton PCS
Holdings, Inc., File No. 333-85149).                                                                                                                                               
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.14 |  | Amendment to Intercarrier Roamer Service Agreement, dated as of August
11, 1999, between AT&T Wireless Services, Inc. and Triton PCS, Inc.
(incorporated by reference to Exhibit 10.8 to the Form 10-K of Triton PCS
Holdings, Inc. for the year ended December 31, 2000).                                                                                                                                                                                              
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.15 |  | Amendment No. 3 to Intercarrier Roamer Service Agreement, dated as of
April 4, 2002, between AT&T Wireless Services, Inc. and Triton PCS
Operating Company L.L.C. (incorporated by reference to Exhibit 10.2 to the
Form 10-Q of Triton PCS Holdings, Inc. for the quarter ended June 30,
2002).                                                                                                                                                                        
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.16 |  | Roaming Agreement Supplement for GSM and/or GPRS, by and between AT&T
Wireless Services, Inc. and Triton PCS Operating Company (incorporated by
reference to Exhibit 10.16 to the Form 10-K of Triton PCS Holdings, Inc.
for the quarter ended December 31, 2002).                                                                                                                                                                                                      
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.17 |  | Fifth Amendment, dated as of February 26, 2003, to the Second Amended
and Restated Credit Agreement, dated as of February 3, 1998, as amended
and restated as of September 14, 2000, among Triton PCS, Inc., Triton PCS
Holdings, Inc., the Lenders (as defined therein) party thereto and
JPMorgan Chase Bank, as administrative agent (incorporated by reference to
Exhibit 10.17 to the Form 10-K of Triton PCS Holdings, Inc. for the year
ended December 31, 2002).
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.18 |  | Master Tower Site Lease Agreement, dated as of May 28, 1998, between
Triton PCS Property Company L.L.C. and AT&T Corp. (incorporated by
reference to Exhibit 10.23 to Amendment No. 1 to the Form S-4 Registration
Statement of Triton PCS, Inc. and its subsidiaries, File No. 333-57715).                                                                                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.19 |  | Ericsson Acquisition Agreement, dated as of March 11, 1998, between
Triton Equipment Company L.L.C. and Ericsson, Inc. (incorporated by
reference to Exhibit 10.15 to Amendment No. 2 to the Form S-4 Registration
Statement of Triton PCS, Inc. and its subsidiaries, File No. 333-57715).                                                                                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.20 |  | First Addendum to Acquisition Agreement, dated as of May 24, 1999,
between Triton PCS Equipment Company L.L.C. and Ericsson, Inc.
(incorporated by reference to Exhibit 10.27 to Amendment No. 3 to the Form
S-1 Registration Statement of Triton PCS Holdings, Inc., File No.
333-85149).                                                                                                                                                                              
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.21 |  | Second Addendum to Acquisition Agreement, dated as of September 22,
1999, between Triton PCS Equipment Company L.L.C. and Ericsson, Inc.
(incorporated by reference to Exhibit 10.13 to the Form 10-K of Triton PCS
Holdings, Inc. for the year ended December 31, 2000).                                                                                                                                                                                               
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.22 |  | Third Addendum to Acquisition Agreement, dated as of June 20, 2000,
between Triton PCS Equipment Company L.L.C. and Ericsson, Inc.
(incorporated by reference to Exhibit 10.14 to the Form 10-K of Triton PCS
Holdings, Inc. for the year ended December 31, 2000).                                                                                                                                                                                                     

25



---



##### Table of Contents



|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.23 |  | Fourth Addendum to Acquisition Agreement, effective as of September
21, 2001, between Triton PCS Equipment Company L.L.C. and Ericsson Inc.
(incorporated by reference to Exhibit 10.3 to the Form 10-Q of Triton PCS
Holdings, Inc. for the quarter ended June 30, 2002).                                                                                                                                                                                                                                                                                                                                              
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.24 |  | First Amended and Restated Stockholders Agreement, dated as of October
27, 1999, among AT&T Wireless PCS LLC, Triton PCS Holdings, Inc., CB
Capital Investors, L.P., J.P. Morgan Investment Corporation, Sixty Wall
Street SBIC Fund, L.P., Private Equity Investors III, L.P., Equity-linked
Investors-II, Toronto Dominion Capital (USA) Inc., First Union Capital
Partners, Inc., DAG-Triton PCS, L.P., and the Management Stockholders and
Independent Directors named therein (incorporated by reference to Exhibit
10.47 to the Form 10-Q of Triton PCS Holdings, Inc. for the quarter ended
September 30, 1999).
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.25 |  | Investors Stockholders Agreement, dated as of February 4, 1998, among
CB Capital Investors, L.P., J.P. Morgan Investment Corporation, Sixty Wall
Street SBIC Fund, L.P., Private Equity Investors III, L.P., Equity-Linked
Investors-II, Toronto Dominion Capital (USA), Inc., DAG-Triton PCS, L.P.,
First Union Capital Partners, Inc., and the stockholders named therein
(incorporated by reference to Exhibit 10.10 to the Form S-4 Registration
Statement of Triton PCS, Inc. and its subsidiaries, File No. 333-57715).                                                                                          
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.26 |  | Amendment No. 1 to Investors Stockholders Agreement among CB Capital
Investors, L.P., J.P. Morgan Investment Corporation, Sixty Wall Street
SBIC Fund, L.P., Private Equity Investors III, L.P., Equity-Linked
Investors-II, Toronto Dominion Capital (USA), Inc., DAG-Triton PCS, L.P.,
First Union Capital Partners, Inc., and the stockholders named therein
(incorporated by reference to Exhibit 10.48 to the Form 10-Q of Triton PCS
Holdings, Inc. for the quarter ended September 30, 1999).                                                                                                                   
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.27 |  | Employment Agreement, dated as of February 4, 1998, among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Michael E.
Kalogris (incorporated by reference to Exhibit 10.16 to the Form S-4
Registration Statement of Triton PCS, Inc. and its subsidiaries, File No.
333-57715).                                                                                                                                                                                                                                                                                                                          
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.28 |  | Amendment No. 1 to Employment Agreement, dated as of June 29, 1998,
among Triton Management Company, Inc., Triton PCS Holdings, Inc., and
Michael E. Kalogris (incorporated by reference to Exhibit 10.16.1 to
Amendment No. 1 to the Form S-4 Registration Statement of Triton PCS, Inc.
and its subsidiaries, File No. 333-57715).                                                                                                                                                                                                                                                                                    
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.29 |  | Amendment No. 1 to First Amended and Restated Stockholders Agreement,
dated as of April 4, 2002, among AT&T Wireless PCS, L.L.C., Triton PCS
Holdings, Inc., the cash equity investor party thereto, the management
stockholders party thereto and the independent directors party thereto
(incorporated by reference to Exhibit 4.9 to the Form 10-Q of Triton PCS
Holdings, Inc. for the quarter ended June 30, 2002).                                                                                                                                                                                               
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.30 |  | Amendment No. 2 to the Employment Agreement by and among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Michael E.
Kalogris, dated December, 1998 (incorporated by reference to Exhibit 10.39
to Post-Effective Amendment No. 2 to the Form S-4 Registration Statement
of Triton PCS, Inc. and its subsidiaries, File No. 333-57715).                                                                                                                                                                                                                                                                   
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.31 |  | Amendment No. 3 to the Employment Agreement by and among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Michael E.
Kalogris, dated June 8, 1999 (incorporated by reference to Exhibit 10.40
to Post-Effective Amendment No. 2 to the Form S-4 Registration Statement
of Triton PCS, Inc. and its subsidiaries, File No. 333-57715).                                                                                                                                                                                                                                                                     
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.32 |  | Employment Agreement, dated as of February 4, 1998, between Triton
Management Company and Steven R. Skinner (incorporated by reference to
Exhibit 10.18 to the Form S-4 Registration Statement of Triton PCS, Inc.
and its subsidiaries, File No. 333-57715).                                                                                                                                                                                                                                                                                                                                                           
|      |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|10.33 |  | Amendment No. 1 to Employment Agreement, dated as of June 29, 1998,
among Triton Management Company, Inc., Triton PCS Holdings, Inc., and
Steven R. Skinner (incorporated by reference to Exhibit 10.18.1 to
Amendment No. 1 to the Form S-4 Registration Statement of Triton PCS, Inc.
and its subsidiaries, File No. 333-57715).                                                                                                                                                                                                                                                                                      

| |  | 
| |  | 

26



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##### Table of Contents



|      |  |                                                                                                                                                                                                                                                                                                                                                             
|----- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.34 |  | Amendment No. 2 to the Employment Agreement by and among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Steven R. Skinner,
dated as of December 31, 1998 (incorporated by reference to Exhibit 10.41
to Post-Effective Amendment No. 2 to the Form S-4 Registration Statement
of Triton PCS, Inc. and its subsidiaries, File No. 333-57715).
|      |  |                                                                                                                                                                                                                                                                                                                                                             
|10.35 |  | Amendment No. 3 to the Employment Agreement by and among Triton
Management Company, Inc., Triton PCS Holdings, Inc. and Steven R. Skinner,
dated as of June 8, 1999 (incorporated by reference to Exhibit 10.42 to
Post-Effective Amendment No. 2 to the Form S-4 Registration Statement of
Triton PCS, Inc. and its subsidiaries, File No. 333-57715).     
|      |  |                                                                                                                                                                                                                                                                                                                                                             
|10.36 |  | Employment Agreement, dated May 24, 2001, to be effective as of January
1, 2001, by and between Triton Management Company, Inc. and David D. Clark
(incorporated by reference to Exhibit 10.1 to the Form 10-Q of Triton PCS
Holdings, Inc. for the quarter ended June 30, 2001).                                                                           
|      |  |                                                                                                                                                                                                                                                                                                                                                             
|10.37 |  | Amended and Restated Common Stock Trust Agreement for Management
Employees and Independent Directors, dated as of June 26, 1998
(incorporated by reference to Exhibit 10.19 to Amendment No. 1 to the Form
S-4 Registration Statement of Triton PCS, Inc. and its subsidiaries, File
No. 333-57715).                                                        
|      |  |                                                                                                                                                                                                                                                                                                                                                             
|10.38 |  | Form of Stockholders Letter Agreement for management employees
(incorporated by reference to Exhibit 10.43 to Post-Effective Amendment
No. 2 to the Form S-4 Registration Statement of Triton PCS, Inc. and its
subsidiaries, File No. 333-57715).                                                                                                          
|      |  |                                                                                                                                                                                                                                                                                                                                                             
|10.39 |  | Form of Director Stock Award Agreement, as amended (incorporated by
reference to Exhibit 10.9 to the Form 10-Q of Triton PCS Holdings, Inc.
for the quarter ended June 30, 2002).                                                                                                                                                                           
|      |  |                                                                                                                                                                                                                                                                                                                                                             
|10.40 |  | Triton PCS Holdings, Inc. 1999 Stock and Incentive Plan (incorporated by
reference to Exhibit 10.45 to Amendment No. 3 to the Form S-1 Registration
Statement of Triton PCS Holdings, Inc., File No. 333-85149).                                                                                                                                            
|      |  |                                                                                                                                                                                                                                                                                                                                                             
|10.41 |  | Amendment Number One to the Triton PCS Holdings, Inc. 1999 Stock and
Incentive Plan (incorporated by reference to the definitive proxy
statement on Schedule 14A for the 2001 Annual Meeting of Stockholders of
Triton PCS Holdings, Inc. filed on March 30, 2001).                                                                                         
|      |  |                                                                                                                                                                                                                                                                                                                                                             
|10.42 |  | Triton PCS Holdings, Inc. Employee Stock Purchase Plan (incorporated by
reference to Exhibit 10.46 to Amendment no. 1 to the Form S-1
Registration Statement of Triton PCS Holdings, Inc., File No. 333-85149).                                                                                                                                             
|      |  |                                                                                                                                                                                                                                                                                                                                                             
|10.43 |  | Master Purchase Agreement, effective as of September 21, 2001, between
Ericsson Inc. and Triton PCS Equipment Company L.L.C. (incorporated by
reference to Exhibit 10.4 to the Form 10-Q of Triton PCS Holdings, Inc.
for the quarter ended June 30, 2002).                                                                                                 
|      |  |                                                                                                                                                                                                                                                                                                                                                             
|10.44 |  | Statement of Work No. 1, effective as of September 21, 2001, between
Triton PCS Equipment Company L.L.C. and Ericsson Inc. (incorporated by
reference to Exhibit 10.1 to the Form 10-Q of Triton PCS Holdings, Inc.
for the quarter ended June 30, 2002).                                                                                                   
|      |  |                                                                                                                                                                                                                                                                                                                                                             
|10.45 |  | Statement of Work No. 2, effective as of April 10, 2002, between Triton
PCS Equipment Company L.L.C. and Ericsson Inc. (incorporated by reference
to Exhibit 10.6 to the Form 10-Q of Triton PCS Holdings, Inc. for the
quarter ended June 30, 2002).                                                                                                       
|      |  |                                                                                                                                                                                                                                                                                                                                                             
|10.46 |  | Purchase and License Agreement, effective as of May 16, 2002, between
Triton PCS Equipment Company L.L.C. and Nortel Networks Inc. (incorporated
by reference to Exhibit 10.7 to the Form 10-Q of Triton PCS Holdings, Inc.
for the quarter ended June 30, 2002).                                                                                           
|      |  |                                                                                                                                                                                                                                                                                                                                                             
|10.47 |  | GSM/GPRS Supplement to the Purchase and License Agreement, effective as
of May 16, 2002, between Triton PCS Equipment Company L.L.C. and Nortel
Networks Inc. (incorporated by reference to Exhibit 10.8 to the Form 10-Q
of Triton PCS Holdings, Inc. for the quarter ended June 30, 2002).                                                                

27



---



##### Table of Contents



|     |  |                                                                                                                                                                          
|---- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|21.1 |  | Subsidiaries of Triton PCS Holdings, Inc. (incorporated by reference to
Exhibit 21.1 to the Form 10-K of Triton PCS Holdings, Inc. for the year
ended December 31, 2002).
|     |  |                                                                                                                                                                          
|23.1 |  | Consent of PricewaterhouseCoopers LLP.                                                                                                                                   
|     |  |                                                                                                                                                                          
|24.1 |  | Power of Attorney (incorporated by reference to the signatures page of
the Form 10-K of Triton PCS Holdings, Inc. for the year ended December 31,
2002).                 
|     |  |                                                                                                                                                                          
|99.1 |  | Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.                       
|     |  |                                                                                                                                                                          
|99.2 |  | Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section
1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.                       

Reports on Form 8-K

None.

28



---



##### Table of Contents






SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the Registrant has duly caused this amended
report to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Berwyn, State of Pennsylvania on May 21, 2003.

|                   |                           |                               |  |  |  | 
|------------------ | ------------------------- | ----------------------------- |  |  |  | 
|                   | Triton PCS Holdings, Inc.
|                   |                           |                               |  |  |  | 
|Date: May 21, 2003 | By:                       | /s/ Michael E. Kalogris       |  |  |  | 
|                   |                           |                               |  |  |  | 
|                   |                           |                               |  |  |  | 
|                   |                           | Michael E. Kalogris           |  |  |  | 
|                   |                           | Chief Executive Officer       |  |  |  | 
|                   |                           | (Principal Executive Officer) |  |  |  | 
|                   |                           |                               |  |  |  | 
|Date: May 21, 2003 | By:                       | /s/ David D. Clark            |  |  |  | 
|                   |                           |                               |  |  |  | 
|                   |                           |                               |  |  |  | 
|                   |                           | David D. Clark                |  |  |  | 
|                   |                           | Executive Vice President and  |  |  |  | 
|                   |                           | Chief Financial Officer       |  |  |  | 
|                   |                           | (Principal Financial Officer) |  |  |  | 

29



---



##### Table of Contents



Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf
of Triton PCS Holdings, Inc. and in the capacities and on the dates indicated.

|                                           |  |                                                                                               |  |             
|------------------------------------------ |  | --------------------------------------------------------------------------------------------- |  | ------------
|Signature                                  |  | Title                                                                                         |  | Date        
|                                           |  |                                                                                               |  |             
|                                           |  |                                                                                               |  |             
|/s/ Michael E. KalogrisMichael E. Kalogris |  | Chief Executive Officer and Chairman of
the Board of Directors
(Principal Executive Officer)  |  | May 21, 2003
|                                           |  |                                                                                               |  |             
|/s/ Steven R. SkinnerSteven R. Skinner     |  | President, Chief Operating
Officer and Director                                               |  | May 21, 2003
|                                           |  |                                                                                               |  |             
|/s/ David D. ClarkDavid D. Clark           |  | Executive Vice President, Chief Financial
Officer and Secretary
(Principal Financial Officer) |  | May 21, 2003
|                                           |  |                                                                                               |  |             
|/s/ Andrew M. DaviesAndrew M. Davies       |  | Vice President and Controller
(Principal Accounting Officer)                                  |  | May 21, 2003
|                                           |  |                                                                                               |  |             
|*Scott I. Anderson                         |  | Director                                                                                      |  | May 21, 2003
|                                           |  |                                                                                               |  |             
|*John D. Beletic                           |  | Director                                                                                      |  | May 21, 2003
|                                           |  |                                                                                               |  |             
|*Arnold L. Chavkin                         |  | Director                                                                                      |  | May 21, 2003
|                                           |  |                                                                                               |  |             
|*Rohit M. Desai                            |  | Director                                                                                      |  | May 21, 2003
|                                           |  |                                                                                               |  |             
|*Robert Stokes                             |  | Director                                                                                      |  | May 21, 2003

*Power of Attorney

Michael E. Kalogris, by signing his name hereto, does sign this document on
behalf of each of the persons indicated above for whom he is an
attorney-in-fact pursuant to a power of attorney duly executed by such person
and filed with the Securities and Exchange Commission.

| |     |                        
| | --- | -----------------------
| | By: | /s/ Michael E. Kalogris
| |     |                        
| |     | Michael E. Kalogris    
| |     | Chief Executive Officer

30



---



##### Table of Contents






CERTIFICATION

I, Michael E. Kalogris, certify that:



|1. |  | I have reviewed this annual report on Form 10-K/A of Triton PCS Holdings,
Inc.;                                                                                                                                                                                                                                         
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                               



| |  | a) | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
| |  | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | b) | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the Evaluation Date); and                                                                                                     
|
| |  | c) | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                           



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | a) | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| |  | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | b) | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                   |  |        |  |                        
|------------------ |  | ------ |  | -----------------------
|Date: May 21, 2003 |  |        |  | /s/ Michael E. Kalogris
|                   |  |       
|                   |  | Name:  |  | Michael E. Kalogris    
|                   |  | Title: |  | Chief Executive Officer

31



---



##### Table of Contents



CERTIFICATION

I, David D. Clark, certify that:



|1. |  | I have reviewed this annual report on Form 10-K/A of Triton PCS Holdings,
Inc.;                                                                                                                                                                                                                                         
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                               



| |  | a) | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
| |  | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | b) | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the Evaluation Date); and                                                                                                     
|
| |  | c) | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                           



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | a) | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| |  | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | b) | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                   |  |        |  |                        
|------------------ |  | ------ |  | -----------------------
|Date: May 21, 2003 |  |        |  | /s/ David D. Clark     
|                   |  |       
|                   |  | Name:  |  | David D. Clark         
|                   |  | Title: |  | Chief Financial Officer

32



---



##### Table of Contents



CERTIFICATION

I, Steven R. Skinner, certify that:



|1. |  | I have reviewed this annual report on Form 10-K/A of Triton PCS Holdings,
Inc.;                                                                                                                                                                                                                                         
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                               



| |  | a) | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
| |  | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | b) | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the Evaluation Date); and                                                                                                     
|
| |  | c) | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                           



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | a) | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| |  | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | b) | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                  |  |        |  |                        
|----------------- |  | ------ |  | -----------------------
|Date May 21, 2003 |  |        |  | /s/ Steven R. Skinner  
|                  |  |       
|                  |  | Name:  |  | Steven R. Skinner      
|                  |  | Title: |  | Chief Operating Officer

33



---



##### Table of Contents



CERTIFICATION

I, William A. Robinson, certify that:



|1. |  | I have reviewed this annual report on Form 10-K/A of Triton PCS Holdings,
Inc.;                                                                                                                                                                                                                                         
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this annual report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this annual report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this annual report, fairly present in all material
respects the financial condition, results of operations and cash flows of
the registrant as of, and for, the periods presented in this annual
report;                   
|  
|4. |  | The registrants other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                               



| |  | a) | designed such disclosure controls and procedures to ensure
that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this
quarterly report is being prepared;
| |  | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | b) | evaluated the effectiveness of the registrants disclosure
controls and procedures as of a date within 90 days prior to the
filing date of this annual report (the Evaluation Date); and                                                                                                     
|
| |  | c) | presented in this annual report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;                                                                                                                           



|5. |  | The registrants other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | a) | all significant deficiencies in the design or operation of
internal controls which could adversely affect the registrants
ability to record, process, summarize and report financial data and
have identified for the registrants auditors any material
weaknesses in internal controls; and
| |  | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | b) | any fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal controls; and                                                                                                                                        



|6. |  | The registrants other certifying officers and I have indicated in this
annual report whether there were significant changes in internal controls
or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any
corrective actions with regard to significant deficiencies and material
weaknesses.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                   |  |        |  |                                    
|------------------ |  | ------ |  | -----------------------------------
|Date: May 21, 2003 |  |        |  | /s/ William A. Robinson            
|                   |  |       
|                   |  | Name:  |  | William A. Robinson                
|                   |  | Title: |  | Senior Vice President of Operations

34