##### Table of Contents






UNITED STATES SECURITIES AND EXCHANGE
COMMISSION


Washington, D.C. 20549


Form 10-K

|   |  |                                                                                             
|-- |  | --------------------------------------------------------------------------------------------
|þ  |  | 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
|  
|o  |  | 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 No.)
|                                                                                      
|1100 Cassatt Road
    Berwyn, Pennsylvania(Address of principal
    executive offices) |  | 19312(Zip Code)                                   

Registrants telephone number, including
area code:

610-651-5900


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

|                                                   |  |                                     
|-------------------------------------------------- |  | ------------------------------------
|Tile of Class                                      |  | Name of Exchange on Which Registered
|                                                   |  |                                     
|Class A common stock, $.01 par value per
    share |  | New York Stock Exchange             

Securities registered pursuant to
Section 12(b) 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 þ          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 þ          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.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the 2003
annual meeting of stockholders are incorporated by reference
into Part III.



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TABLE OF CONTENTS



|                                                   |                                                                                               |                                                                                                                  |  |  |  |  |  | 
|-------------------------------------------------- | --------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------- |  |  |  |  |  | 
|TABLE OF CONTENTS                                 
|PART I                                            
|                                                   | Item 1. Business                                                                             
|                                                   | Item 2. Properties                                                                           
|                                                   | Item 3. Legal Proceedings                                                                    
|                                                   | Item 4. Submission of Matters to a Vote of Security Holders                                  
|PART II                                           
|                                                   | Item 5. Market for Registrants Common Equity and Related Stockholder Matters                
|                                                   | Item 6. Selected Financial Data                                                              
|                                                   | Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                                                   | Item 7A. Quantitative and Qualitative Disclosures About Market Risk                          
|                                                   | Item 8. FINANCIAL STATEMENTS & 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) (Dollars in Thousands)
|                                                   |                                                                                               | Consolidated Statements of Cash Flows                                                                           
|                                                   |                                                                                               | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS                                                                      
|                                                   | Item 9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure 
|PART III                                          
|                                                   | Item 10. Directors and Executive Officers of the Registrant                                  
|                                                   | Item 11. Executive Compensation                                                              
|                                                   | Item 13. Certain Relationships and Related Transactions                                      
|                                                   | Item 14. Controls and Procedures                                                             
|PART IV                                           
|                                                   | Item 15. Exhibits, Financial Statement Schedules and Reports on Form 8-K                     
|SIGNATURES                                        
|CERTIFICATION                                     
|AGREEMENT FOR PURCHASE AND SALE DATED 10/9/02     
|FIRST AMENDMENT TO AGREEMENT FOR PURCHASE AND SALE
|SECOND AMENDMENT TO AGREEMENT FOR PURCHASE & SALE 
|AMENDMENT NO.4 TO NETWORK MEMBERSHIP LICENSE AGRMT
|ROAMING AGREEMENT SUPPLEMENT FOR GSM AND/OR GPRS  
|FIFTH AM. TO SECOND AMENDED & RESTATED CREDIT AGMT
|SUBSIDIARIES OF TRITON PCS HOLDINGS, INC.         
|CONSENT OF PRICEWATERHOUSECOOPERS LLP             
|CERTIFICATION OF CHIEF EXECUTIVE OFFICER          
|CERTIFICATION OF CHIEF FINANCIAL OFFICER          



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##### Table of Contents



TRITON PCS HOLDINGS, INC.

FORM 10-K






TABLE OF CONTENTS


|         |  |                                                                                               |  |      |     | 
|-------- |  | --------------------------------------------------------------------------------------------- |  | ---- | --- | 
|         |  |                                                                                               |  | Page
|         |  |                                                                                               |  |     
|PART I  
|Item 1.  |  | Business                                                                                      |  |      | 3   | 
|Item 2.  |  | Properties                                                                                    |  |      | 19  | 
|Item 3.  |  | Legal Proceedings                                                                             |  |      | 19  | 
|Item 4.  |  | Submission of Matters to a Vote of Security
    Holders                                       |  |      | 19  | 
|PART II 
|Item 5.  |  | Market for Registrants Common Equity and
    Related Stockholder Matters                     |  |      | 20  | 
|Item 6.  |  | Selected Financial Data                                                                       |  |      | 21  | 
|Item 7.  |  | Managements Discussion and Analysis of
    Financial Condition and Results of Operations     |  |      | 23  | 
|Item 7A. |  | Quantitative and Qualitative Disclosures about
    Market Risk                                |  |      | 38  | 
|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 9.  |  | Changes in and Disagreements with Accountants on
    Accounting and Financial Disclosure      |  |      | 40  | 
|PART III
|Item 10. |  | Directors and Executive Officers of the Registrant                                            |  |      | 40  | 
|Item 11. |  | Executive Compensation                                                                        |  |      | 40  | 
|Item 12. |  | Security Ownership of Certain Beneficial Owners
    and Management                            |  |      | 40  | 
|Item 13. |  | Certain Relationships and Related Transactions                                                |  |      | 40  | 
|Item 14. |  | Controls and Procedures                                                                       |  |      | 40  | 
|PART IV 
|Item 15. |  | Exhibits, Financial Statement Schedules and
    Reports on Form 8-K                           |  |      | 41  | 

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PRELIMINARY NOTE

This annual report on Form 10-K is for the
year ended December 31, 2002. This annual report modifies
and supersedes documents filed prior to this annual report. The
SEC allows us to incorporate by reference
information that we file with them, which means that we can
disclose important information to you by referring you directly
to those documents. Information incorporated by reference is
considered to be part of this annual report. In addition,
information that we file with the SEC in the future will
automatically update and supersede information contained in this
Annual Report.

SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS

This report contains forward-looking statements
that involve substantial risks and uncertainties. You can
identify these statements by forward-looking words such as
anticipate, believe, could, estimate, expect, intend, may,
should, willand wouldor similar words. You should
read statements that contain these words carefully because they
discuss our future expectations, contain projections of our
future results of operations or of our financial position or
state other forward-lookinginformation. We believe that
it is important to communicate our future expectations to our
investors. However, there may be events in the future that we
are not able to accurately predict or control. The factors
listed in the Risk Factors section of the
market-making prospectus for our senior subordinated notes dated
April 19, 2002, as well as any cautionary language in this
report, provide examples of risks, uncertainties and events that
may cause our actual results to differ materially from the
expectations we describe in our forward-looking statements. You
should be aware that the occurrence of the events described in
the Risk Factors section of the market-making
prospectus for our senior subordinated notes dated
April 19, 2002 and in this report could have a material
adverse effect on our business, results of operations and
financial position.

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PART I




Item 1.Business

Introduction

Our principal offices are located at 1100 Cassatt
Road, Berwyn, Pennsylvania 19312, and our telephone number at
that address is (610) 651-5900. Our Internet address is
http://www.tritonpcs.com. The information in our website is not
part of this report.

In this report, Triton, we, usand ourrefer to Triton PCS Holdings, Inc. and its wholly-owned
subsidiaries, unless the context requires otherwise. Holdingsrefers to Triton PCS Holdings, Inc., AT&T Wireless
PCSrefers to AT&T Wireless PCS, LLC, AT&T
Wirelessrefers to AT&T Wireless Services, Inc. and
AT&Trefers to AT&T Corp.

Overview

We are a leading provider of wireless
communications services in the southeastern United States. Our
wireless communications licenses cover approximately
13.6 million potential customers in a contiguous geographic
area encompassing portions of Virginia, North Carolina, South
Carolina, Tennessee, Georgia and Kentucky. In February 1998, we
entered into a joint venture with AT&T Wireless. As part of
the agreement, AT&T Wireless contributed personal
communications services licenses for 20 MHz of authorized
frequencies covering 11.3 million potential customers
within defined areas of our region in exchange for an equity
position in Holdings. Since that time, we have expanded our
coverage area to include an additional 2.3 million
potential customers through acquisitions and license exchanges
with AT&T Wireless. As part of the transactions with
AT&T Wireless, we were granted the right to be the exclusive
provider of wireless mobility services using co-branding with
AT&T within our region. We believe our markets are
strategically attractive because of their proximity to AT&T
Wireless systems in the Washington, D.C., Charlotte, North
Carolina and Atlanta, Georgia markets, which collectively cover
a population of more than 28.5 million individuals. In
addition, we are the preferred provider of wireless mobility
services to AT&T Wireless digital wireless customers
who roam into our markets. Our strategy is to provide extensive
coverage to customers within our region, to offer our customers
coast-to-coast coverage and to benefit from roaming revenues
generated by AT&T Wireless and other carriers
wireless customers who roam into our covered area.

We have successfully launched personal
communications services in all of our 37 markets. Our markets
have attractive demographic characteristics for wireless
communications services and include 10 of the top 100 markets in
the country with population densities that are 80% greater than
the national average. Since we began offering services in these
37 markets, our subscriber base and the number of minutes
generated by non-Triton subscribers roaming onto our network
have grown dramatically.

From our initial launch of personal
communications services in January 1999 to December 31,
2002, our subscriber base has grown from 33,844 subscribers to
830,159 subscribers, with 33,673 additional subscribers in the
fourth quarter of 2002. Roaming minutes generated by non-Triton
subscribers since January 1999 have increased from approximately
0.7 million minutes per month to a high of
95.0 million minutes per month, with roaming minutes rising
to 242.2 million minutes in the fourth quarter of 2002,
which represents a 51% increase over the fourth quarter of 2001.

Our goal is to provide our customers with simple,
easy-to-use wireless services with coast-to-coast service,
superior call quality, personalized customer care and
competitive pricing. We utilize a mix of sales and distribution
channels, including as of December 31, 2002, a network of
120 company-owned SunCom retail stores, local and nationally
recognized retailers such as Circuit City, Best Buy, Wireless
Retail, Radio Shack, Sams Club and Zap, and 78 direct
sales representatives covering corporate accounts.

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Strategic Alliance with AT&T
Wireless

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

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



| |   |                                                                                                                                                                                                                                                                                                                                                                                     
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Exclusivity.We are
    AT&T Wireless exclusive provider of facilities-based
    wireless mobility communications services using co-branding with
    AT&T in our covered markets.                                                                                                                                                                                                  
|
| |  | Preferred Roaming Partner.We are the preferred roaming partner
    for AT&T Wireless digital wireless customers who roam
    into our coverage area. We expect to benefit from growth in
    roaming traffic as AT&T Wireless digital wireless
    customers, particularly those in Washington, D.C., Charlotte,
    North Carolina and Atlanta, Georgia, travel into our markets.
|
| |  | Coverage Across the Nation.Our customers have access to
    coast-to-coast coverage through our agreements with AT&T
    Wireless, other members of the AT&T Wireless Network and
    other third-party roaming partners. This coast-to-coast coverage
    allows us to to offer competitive pricing plans, including
    national rate plans.                                      
|
| |  | Volume Discounts.We
    receive preferred terms on certain products and services,
    including handsets, infrastructure equipment and administrative
    support from companies who provide these products and services
    to AT&T.                                                                                                                                               
|
| |  | Marketing.We
    benefit from AT&Ts nationwide marketing and
    advertising campaigns.                                                                                                                                                                                                                                                                                            
|
| |  | Recognized Brand Name.We market our wireless services to our
    potential customers giving emphasis to both our regional SunCom
    brand name and logo and AT&Ts brand name and logo. We
    believe that use of the AT&T brand name reinforces an
    association of reliability and quality.                                                                                   

Competitive Strengths

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



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Attractive Licensed Area.Our markets have favorable demographic
    characteristics for wireless communications services, such as
    population densities that are 80% greater than the national
    average.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|
| |  | Network Quality.We
    believe that the quality and extensive coverage of our network
    provide a strategic advantage over wireless communications
    providers that we compete against. We have successfully launched
    and offer personal communications service to approximately 13.6
    million people in all of our 37 markets. We have constructed a
    comprehensive network, which includes over 2,200 cell sites and
    seven switches, using time division multiple access digital
    technology. We are currently overlaying our time division
    multiple access, or TDMA, network with global system for
    mobile communications and global packet radio service, or
    GSM/GPRS,technology. This will allow us to provide more
    advanced wireless data services to our subscribers as well as
    earn roaming revenue from other wireless carriers who offer
    GSM/GPRS products. We have two GSM/GPRS switches and have added
    GSM/GPRS technology to approximately one-third of our cell sites
    as of December 31, 2002, and we are committed to the continued
    deployment of GSM/GPRS technology. We launched commercial
    service over certain markets of our GSM/GPRS network in February
    2003. Our network is compatible with AT&T Wireless
    network and with the networks of other wireless communications
    service providers that use either TDMA or GSM/GPRS technology.

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Experienced Management.We have a management team with a high
    level of experience in the wireless communications industry. Our
    senior management team has an average of more than 15 years
    of experience with wireless leaders such as AT&T, Verizon
    Communications, Horizon Cellular and ALLTEL Communications, Inc.
    Our senior management team also owns approximately 10% of
    Holdings outstanding Class A common stock.     
|
| |  | Contiguous Service Area.We believe our contiguous service area
    allows us to cost effectively offer large regional calling areas
    to our customers and route a large number of minutes through our
    network, thereby reducing costs for interconnection with other
    networks. Further, we believe that we generate operational cost
    savings, including sales and marketing efficiencies, by
    operating in a contiguous service area.
|
| |  | Strong Capital Base.We believe that we have sufficient
    capital and availability under our credit facility to fund our
    GSM/GPRS overlay and TDMA capacity expansion. As of
    December 31, 2002, we had $212.5 million of available
    cash and $215.0 million of available borrowings under our
    credit facility.                                                                                                                         

Business Strategy

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



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Operate a Superior, High Quality Network.We are committed to making the capital
    investment required to maintain and operate a superior, high
    quality network. We provide extensive coverage within our region
    and consistent quality performance, resulting in a high level of
    customer satisfaction. Greater than 99% of all calls attempted
    on our network are connected.                                                                                                                                                                                                                                                                                                                                      
|
| |  | Provide Superior Coast-to-Coast and In-Market
    Coverage.Our market research
    indicates that scope and quality of coverage are extremely
    important to customers in their choice of a wireless service
    provider. We have designed extensive local calling areas, and we
    offer coast-to-coast coverage through our arrangements with
    AT&T Wireless, its affiliates and other third-party roaming
    partners. Our network covers those areas where people are most
    likely to take advantage of wireless coverage, such as suburbs,
    metropolitan areas and vacation locations.                                                                                                                            
|
| |  | Provide Enhanced Value.We offer our customers rate plans
    tailored to their personal needs at competitive prices. Our
    affordable, simple pricing plans are designed to promote the use
    of wireless services. During the third quarter of 2002, we
    introduced the UnPlan, which provides unlimited calling from a
    subscribers local calling area for a fixed price.                                                                                                                                                                                                                                                                                                                                               
|
| |  | Deliver Quality Customer Service.We believe that superior customer
    service is a critical element in attracting and retaining
    customers. Our point-of-sale activation process is designed to
    ensure quick and easy service initiation, including customer
    qualification. We also emphasize proactive and responsive
    customer care, including rapid call-answer times, welcome
    packages and anniversary calls. We pride ourselves on answering
    approximately 90% of our customer care calls on the first ring.
    We currently operate state-of-the-art customer care facilities
    in Richmond, Virginia and Charleston, South Carolina, which
    house our customer service and collections personnel.

License Acquisition Transactions

As part of our current GSM/GPRS network overlay,
we acquired the following FCC licenses during the year ended
December 31, 2002.

During the second quarter of 2002, we 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 licenses for the Charlottesville, Virginia and
Winchester, Virginia basic trading areas by selling us 10 MHz of
spectrum in each market. Second, AT&T Wireless PCS
partitioned and disaggregated its broadband personal
communications services A-block license for the

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Atlanta, Georgia major trading area by selling us
20 MHz of spectrum for Bulloch County, Georgia and Screven
County, Georgia.


On September 30, 2002, we 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, we acquired personal
communication service licenses in Richmond, Norfolk and Roanoke,
Virginia from AT&T Wireless PCS 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, we acquired a 10 MHz
personal communication service license in Fayetteville, North
Carolina from Northcoast Communications, LLC for approximately
$5.6 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. The application seeking
FCC approval for this transaction has been filed, and we expect
to consummate the transaction in the second quarter of 2003.

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 application seeking FCC
approval for the transaction has been filed, and we expect to
consummate the transaction in the second quarter of 2003.

Summary Market Data

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

|                             |  |                |       |           |  |            |       |                    |  |  |     |  |  |  |        | 
|---------------------------- |  | -------------- | ----- | --------- |  | ---------- | ----- | ------------------ |  |  | --- |  |  |  | ------ | 
|                             |  |                |       | Estimated |  |            |       |                   
|                             |  | 2000 Potential |       | % Growth  |  | Population |       | Local Interstate  
|Licensed Areas(1)            |  | Customers(2)   |       | 1998-2003 |  | Density(3) |       | Traffic Density(4)
|                             |  |                |       |           |  |            |       |                   
|Charlotte Major Trading Area |  |                |       |           |  |            |       |                    |  |  |     |  |  |  |        | 
|Anderson, SC                 |  |                | 346.6 |           |  |            | 1.28  | %                  |  |  | 117 |  |  |  | 29,540 | 
|Asheville, NC                |  |                | 588.7 |           |  |            | 1.18  | %                  |  |  | 94  |  |  |  | 28,774 | 
|Charleston, SC               |  |                | 686.8 |           |  |            | 0.59  | %                  |  |  | 125 |  |  |  | 37,054 | 
|Columbia, SC                 |  |                | 657.0 |           |  |            | 1.36  | %                  |  |  | 161 |  |  |  | 31,789 | 
|Fayetteville/Lumberton, NC   |  |                | 636.8 |           |  |            | 0.76  | %                  |  |  | 130 |  |  |  | 27,834 | 
|Florence, SC                 |  |                | 260.2 |           |  |            | 0.71  | %                  |  |  | 113 |  |  |  | 24,689 | 
|Goldsboro/Kinston, NC        |  |                | 232.0 |           |  |            | 0.72  | %                  |  |  | 112 |  |  |  | 9,065  | 
|Greenville/Washington, NC    |  |                | 245.1 |           |  |            | 0.60  | %                  |  |  | 60  |  |  |  | N/A    | 
|Greenville/Spartanburg, SC   |  |                | 897.7 |           |  |            | 1.33  | %                  |  |  | 220 |  |  |  | 28,535 | 
|Greenwood, SC                |  |                | 74.4  |           |  |            | 0.81  | %                  |  |  | 91  |  |  |  | N/A    | 
|Hickory/Lenoir, NC           |  |                | 331.1 |           |  |            | 1.09  | %                  |  |  | 199 |  |  |  | 31,385 | 
|Jacksonville, NC             |  |                | 148.4 |           |  |            | 0.49  | %                  |  |  | 193 |  |  |  | N/A    | 
|Myrtle Beach, SC             |  |                | 186.4 |           |  |            | 3.00  | %                  |  |  | 154 |  |  |  | N/A    | 
|New Bern, NC                 |  |                | 174.7 |           |  |            | 1.14  | %                  |  |  | 84  |  |  |  | N/A    | 
|Orangeburg, SC               |  |                | 119.6 |           |  |            | 0.35  | %                  |  |  | 63  |  |  |  | 27,787 | 
|Roanoke Rapids, NC           |  |                | 76.8  |           |  |            | (0.34 | )%                 |  |  | 61  |  |  |  | 28,372 | 
|Rocky Mount/Wilson, NC       |  |                | 217.2 |           |  |            | 0.82  | %                  |  |  | 150 |  |  |  | 26,511 | 
|Sumter, SC                   |  |                | 156.7 |           |  |            | 0.57  | %                  |  |  | 92  |  |  |  | 19,421 | 
|Wilmington, NC               |  |                | 327.6 |           |  |            | 2.32  | %                  |  |  | 109 |  |  |  | 14,161 | 

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|                                             |  |                |          |           |  |            |       |                    |  |  |       |     |  |  |        |    
|-------------------------------------------- |  | -------------- | -------- | --------- |  | ---------- | ----- | ------------------ |  |  | ----- | --- |  |  | ------ | ---
|                                             |  |                |          | Estimated |  |            |       |                   
|                                             |  | 2000 Potential |          | % Growth  |  | Population |       | Local Interstate  
|Licensed Areas(1)                            |  | Customers(2)   |          | 1998-2003 |  | Density(3) |       | Traffic Density(4)
|                                             |  |                |          |           |  |            |       |                   
|Knoxville Major Trading Area
    (continued) |  |                |          |           |  |            |       |                    |  |  |       |     |  |  |        |    
|Kingsport, TN                                |  |                | 693.4    |           |  |            | 0.31  | %                  |  |  | 117   |     |  |  | 23,617 |    
|Middlesboro/Harlan, KY                       |  |                | 118.4    |           |  |            | (0.41 | )%                 |  |  | 75    |     |  |  | N/A    |    
|                                            
|Atlanta Major Trading Area                   |  |                |          |           |  |            |       |                    |  |  |       |     |  |  |        |    
|Athens, GA                                   |  |                | 194.6    |           |  |            | 1.65  | %                  |  |  | 137   |     |  |  | 36,559 |    
|Augusta, GA                                  |  |                | 579.4    |           |  |            | 0.68  | %                  |  |  | 89    |     |  |  | 24,497 |    
|Savannah, GA                                 |  |                | 737.1    |           |  |            | 1.18  | %                  |  |  | 79    |     |  |  | 24,400 |    
|                                            
|Washington Major Trading Area                |  |                |          |           |  |            |       |                    |  |  |       |     |  |  |        |    
|Charlottesville, VA                          |  |                | 223.8    |           |  |            | 1.19  | %                  |  |  | 75    |     |  |  | 15,925 |    
|Fredericksburg, VA                           |  |                | 144.0    |           |  |            | 2.25  | %                  |  |  | 102   |     |  |  | 67,606 |    
|Harrisonburg, VA                             |  |                | 145.0    |           |  |            | 0.61  | %                  |  |  | 58    |     |  |  | 29,728 |    
|Winchester, VA                               |  |                | 162.4    |           |  |            | 1.17  | %                  |  |  | 119   |     |  |  | 25,156 |    
|                                            
|Richmond Major Trading Area                  |  |                |          |           |  |            |       |                    |  |  |       |     |  |  |        |    
|Danville, VA                                 |  |                | 167.2    |           |  |            | (0.42 | )%                 |  |  | 75    |     |  |  | N/A    |    
|Lynchburg, VA                                |  |                | 161.5    |           |  |            | 0.43  | %                  |  |  | 117   |     |  |  | 31,863 |    
|Martinsville, VA                             |  |                | 89.6     |           |  |            | (0.42 | )%                 |  |  | 103   |     |  |  | N/A    |    
|Norfolk-Virginia Beach, VA                   |  |                | 1,751.0  |           |  |            | 0.44  | %                  |  |  | 293   |     |  |  | 61,023 |    
|Richmond/Petersburg, VA                      |  |                | 1,232.5  |           |  |            | 0.66  | %                  |  |  | 133   |     |  |  | 35,969 |    
|Roanoke, VA                                  |  |                | 647.6    |           |  |            | 0.19  | %                  |  |  | 91    |     |  |  | 27,541 |    
|Staunton/Waynesboro, VA                      |  |                | 108.9    |           |  |            | 0.62  | %                  |  |  | 76    |     |  |  | 26,974 |    
|Triton total/average                         |  |                | 13,520.2 | (5)       |  |            | 0.83  | %(6)               |  |  | 144.1 | (7) |  |  | 30,183 | (8)
|U.S. average                                 |  |                | N/A      |           |  |            | 0.89  | %                  |  |  | 80    | (9) |  |  | 31,521 |    



---

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

|    |                                                                                                                                                       
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Licensed major trading areas are segmented into
    basic trading areas.                                                                              
|(2) | In thousands.                                                                                                                                         
|(3) | Number of potential customers per square mile.                                                                                                        
|(4) | Daily vehicle miles traveled (interstate only)
    divided by interstate highway miles in the relevant area.                                          
|(5) | Total potential customers in the licensed area.                                                                                                       
|(6) | Weighted by potential customers. Projected
    average annual population growth in our licensed area.                                                 
|(7) | Weighted by potential customers. Average number
    of potential customers per square mile in our licensed area.                                      
|(8) | Weighted by interstate miles. Average daily
    vehicle miles traveled (interstate only) divided by interstate
    highway miles in our licensed area.
|(9) | Average number of potential customers per square
    mile for the U.S.                                                                                

Sales and Distribution

Our sales strategy is to utilize multiple
distribution channels to minimize customer acquisition costs and
maximize penetration within our licensed service area. Our
distribution channels include a network of company-owned retail
stores, independent agent retailers, a direct sales force for
corporate accounts and online sales. We also work with AT&T
Wireless national corporate account sales force to
cooperatively exchange leads and develop new business.



| |   |                                                                                                                                                                                                 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Company-Owned Retail Stores.We make extensive use of company-owned
    retail stores for the distribution and sale of our handsets and
    services. We believe that company-owned retail stores

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | offer a considerable competitive advantage by
    providing a strong local presence, which is required to achieve
    high retail penetration in suburban and rural areas and the
    lowest customer acquisition cost. We have opened 120
    company-owned SunCom retail stores as of December 31, 2002.                                                                                                                                                                                                                                                                                                                                                                                                                            
|
| |  | Agent Distribution.We have negotiated distribution
    agreements with national and regional mass merchandisers and
    consumer electronics retailers, including Circuit City, Best
    Buy, Wireless Retail, Radio Shack and Zap.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | Direct Sales.We
    focus our direct sales force on corporate users. As of
    December 31, 2002, our direct corporate sales force
    consisted of 78 dedicated professionals targeting wireless
    decision-makers within large corporations. We also benefit from
    AT&T Wireless national corporate accounts sales force,
    which supports the marketing of our services to AT&T
    Wireless large national accounts located in certain of our
    service areas.                                                                                                                                                                                                                                                         
|
| |  | Direct Marketing.We
    use direct marketing efforts such as direct mail and
    telemarketing to generate customer leads. Telesales allow us to
    maintain low selling costs and to sell additional features or
    customized services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|
| |  | Website.Our web
    page provides current information about our markets, our product
    offerings and us. We have established an online store on our
    website, http://www.suncom.com. The web page conveys our
    marketing message and generates customers through online
    purchasing. We deliver all of the information a customer
    requires to make a purchasing decision on our website. Customers
    are able to choose rate plans, features, handsets and
    accessories. The online store provides a secure environment for
    transactions, and customers purchasing through the online store
    encounter a transaction experience similar to that of customers
    purchasing service through other channels.

Marketing Strategy

We have developed our marketing strategy based on
market research within our markets. We believe that our simple,
attractive pricing plans, superior customer care, targeted
advertising and affiliation with the AT&T brand name, will
allow us to increase our subscriber base by maintaining customer
satisfaction, thereby reducing customer turnover.

The following are key components of our marketing
strategy:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Pricing.Our pricing
    plans are competitive and straightforward. We offer our
    customers large packages of minutes in both regional and
    national rate plans. Most of our rate plans allow customers to
    make and receive calls without paying additional roaming or long
    distance charges. It is by virtue of our extensive network and
    roaming arrangements with AT&T Wireless, its affiliates and
    other third-party roaming partners, that we can offer such
    competitive regional and national rate plans. We also offer the
    UnPlan, which is unique to plans offered by other wireless
    carriers. The UnPlan provides unlimited calling from a
    subscribers local calling area at a fixed price.                                                                                                                                                                                    
|
| |  | Customer Care.We
    are committed to building strong customer relationships by
    providing our customers with service that exceeds expectations.
    We currently operate state-of-the-art customer care facilities
    in Richmond, Virginia and Charleston, South Carolina, which
    house our customer service and collections personnel. We
    supplement these facilities with customer care services provided
    by Convergys Corporation in Clarksville, Tennessee. Through the
    support of approximately 519 customer care representatives and a
    sophisticated customer care information system, we have been
    able to implement one ring customer care service using live
    operators and state-of-the-art call routing. Historically,
    approximately 90% of incoming calls to our customer care centers
    are answered on the first ring by one of our professional care
    representatives.
|
| |  | Advertising.We
    believe our most successful marketing strategy is to establish a
    strong local presence in each of our markets. We are directing
    our media and promotional efforts at the community level with
    advertisements in local publications and sponsorship of local
    and regional events. We combine our local efforts with mass
    marketing strategies and tactics to build the                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | SunCom and AT&T brands locally. Our media
    effort includes television, radio, newspaper, magazine, outdoor
    and Internet advertisements to promote our brand name. In
    addition, we use newspaper and radio advertising and our web
    page to promote specific product offerings and direct marketing
    programs for targeted audiences.                                                                                             
|
| |  | Regional Co-Branding.We market our wireless services as
    SunCom, Member of the AT&T Wireless Network and use the
    globally recognized AT&T brand name and logo in emphasis
    with the SunCom brand name and logo. We believe that use of the
    AT&T brand reinforces an association with reliability and
    quality. We have established the SunCom brand as a strong local
    presence with an emphasis on customer care and quality.

Network Build-Out

The principal objective for the build-out of our
network is to maximize service levels within targeted
demographic segments and geographic areas. We have successfully
launched service in 37 markets, including 2,218 cell sites and
seven switches as part of our TDMA network. In addition, we have
overlaid approximately one-third of our cell sites with GSM/GPRS
technology and have deployed two GSM/GPRS switches. We launched
commercial service over our GSM/GPRS network in February 2003.

The build-out of our network involves the
following:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                              
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Property Acquisition, Construction and
    Installation.Two experienced vendors,
    Crown Castle International Corp. and American Tower, identify
    and obtain the property rights we require to build-out our
    network, which includes securing all zoning, permitting and
    government approvals and licenses.                                                                                     
|
| |  | Interconnection.Our
    digital wireless network connects to local exchange carriers. We
    have negotiated and received state approval of interconnection
    agreements with telephone companies operating or providing
    service in the areas where we are currently operating our
    digital personal communications services network. We use
    AT&T as our interexchange or long-distance carrier.

Network Operations

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

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

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

Roaming.Through our
arrangements with AT&T Wireless, our customers have roaming
capabilities on AT&T Wireless network. Further, we
have established roaming agreements with third-party carriers at
preferred pricing, including in-region roaming agreements
covering all of our launched service areas.

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

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Network Digital Technology

Our network utilizes TDMA technology on the
IS-136 platform. This technology allows for the use of advanced
multi-mode handsets, which permit roaming across personal
communications services and cellular frequencies, including both
analog and digital cellular. This technology also allows for
enhanced services and features, such as short-messaging,
extended battery life, added call security and improved voice
quality, and its hierarchical cell structure enables us to
enhance network coverage with lower incremental investment
through the deployment of micro, as opposed to full-size, cell
sites. TDMA technology is currently used by two of the largest
wireless communications companies in the United States, AT&T
Wireless and Cingular Wireless. TDMA equipment is available from
leading telecommunications vendors such as Lucent, Ericsson and
Northern Telecom, Inc.

In order to provide more advanced wireless data
services, we have chosen to deploy GSM/GPRS technology as an
overlay to our TDMA network. We have deployed GSM/GPRS
technology in approximately one-third of our existing cell sites
to provide more advanced data services to our subscribers and
enable us to earn roaming revenue from other wireless carriers
who are selling GSM/GPRS handsets. We will continue to deploy
GSM/GPRS technology in locations where subscriber demand or
roaming revenue opportunities warrant the capital expenditure.

Regulation

The FCC regulates aspects of the licensing,
construction, operation, acquisition and sale of personal
communications services and cellular systems in the United
States pursuant to the Communications Act, as amended from time
to time, and the associated rules, regulations and policies it
promulgates. Many FCC requirements impose restrictions on our
business and could increase our costs. The FCC does not
currently regulate commercial mobile radio service rates.

Personal communications services and cellular
systems are subject to certain FAA regulations governing the
location, lighting and construction of transmitter towers and
antennas and may be subject to regulation under Federal
environmental laws and the FCCs environmental regulations.
State or local zoning and land use regulations also apply to our
activities.

We use common carrier point-to-point microwave
facilities to connect the transmitter, receiver, and signaling
equipment for each personal communications services or cellular
cell or cell site, and to link them to the main switching
office. The FCC licenses these facilities separately and they
are subject to regulation as to technical parameters and service.

Licensing of Cellular and Personal
Communications Services Systems.A
broadband personal communications services system operates under
a protected geographic service area license granted by the FCC
for a particular market on one of six frequency blocks allocated
for broadband personal communications services. Broadband
personal communications services systems generally are used for
two-way voice applications. Narrowband personal communications
services, in contrast, are used for non-voice applications such
as paging and data service and are separately licensed. The FCC
has segmented the United States into personal communications
services markets, resulting in 51 large regions called major
trading areas, which are comprised of 493 smaller regions called
basic trading areas. The FCC initially auctioned and awarded two
broadband personal communications services licenses for each
major trading area and four licenses for each basic trading
area. The two major trading area licenses authorize the use of
30 MHz of spectrum. One of the basic trading area licenses is
for 30 MHz of spectrum, and the other three are for 10 MHz each.
The FCC permits licensees to split their licenses and assign a
portion, on either a geographic or frequency basis or both, to a
third party. Two cellular licenses, 25 MHz each, are also
available in each market. Cellular markets are defined as either
metropolitan or rural service areas and do not correspond to the
broadband personal communications services markets. Specialized
mobile radio service licenses also can be used for two-way voice
applications. In total, eight or more licenses suitable for
two-way voice applications are available in a given geographic
area.

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##### Table of Contents



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



| |   |                                                                                              
| | - | ---------------------------------------------------------------------------------------------
| |  | provided substantial service during its past
    license term; and                           
|
| |  | substantially complied with applicable FCC rules
    and policies and the Communications Act.

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

Build-Out and Microwave Relocation
Obligations.All personal
communications services licensees must satisfy certain coverage
requirements. In our case, we must construct facilities
sufficient to offer radio signal coverage to one-third of the
population of our service area within five years of the original
license grants and to two-thirds of the population within ten
years. Licensees that fail to meet the coverage requirements may
be subject to forfeiture of their licenses. We have met the
five-year construction deadline for all of our personal
communications services licenses; our earliest ten-year
construction deadline is in 2005. Our cellular license, which
covers the Myrtle Beach area, is not subject to these coverage
requirements.

When it was licensed, personal communications
services spectrum was encumbered by existing licensees that
operate certain fixed microwave systems. To secure a sufficient
amount of unencumbered spectrum to operate our personal
communications services systems efficiently and with adequate
population coverage, we have relocated several of these
incumbent licensees. In an effort to balance the competing
interests of existing microwave users and newly authorized
personal communications services licensees, the FCC adopted:



| |   |                                                                                                                                                                                                   
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a transition plan to relocate such microwave
    operators to other spectrum blocks; and                                                                                                          
|
| |  | a cost sharing plan so that if the relocation of
    an incumbent benefits more than one personal communications
    services licensee, those licensees will share the cost of the
    relocation.

The transition and cost sharing plans expire on
April 4, 2005, at which time remaining microwave incumbents
in the personal communications services spectrum will be
responsible for the costs of relocating to alternate spectrum
locations. Our cellular license is not encumbered by existing
microwave licenses.

Spectrum Caps and Secondary Markets.Under the FCCs former rules
specifying spectrum aggregation limits affecting broadband
personal communications services, specialized mobile radio
services and cellular licensees, no entity could hold
attributable interests, generally 20% or more of the equity of,
or an officer or director position with, the licensee, in
licenses for more than 55 MHz of personal communications
services, cellular and certain specialized mobile radio services
where there was significant overlap in any geographical area.
Passive investors could hold up to a 40% interest. Significant
overlap would occur when at least 10% of the population of the
personal communications services licensed service area was
within the cellular and/or specialized mobile radio service
area(s).

In November 2001, the FCC voted to sunset the
spectrum cap rule by eliminating it effective January 1,
2003. The FCC will now evaluate commercial wireless transactions
on a case-by-case basis to determine whether they will result in
too much concentration in wireless markets. It is widely
believed that the FCCs action may spur consolidation in
the commercial wireless industry; however, it is unclear at this
point what guidelines or procedures the FCC will use to evaluate
commercial wireless transactions on a case-by-case basis or how
such guidelines will affect the speed with which transactions
are processed at the FCC.

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

New Spectrum Opportunities and Advanced
Wireless Data Services.In addition to
the spectrum currently licensed for personal communications
services, cellular and specialized mobile radio services, the
FCC has allocated additional spectrum for wireless carrier use.
While this spectrum could be used by new companies that would
compete directly with us, it is expected that most of this
spectrum will be acquired by existing wireless companies and
used to provide advanced or third generation data services, such
as those we plan to offer over our GSM/GPRS network. This new
spectrum includes 30 MHz in the upper 700 MHz band that is
currently used by television broadcasters during their
transition to digital television; 27 MHz in the 216-220,
1432-1435 and 1670-1675 MHz bands that had been reserved for
federal government uses; 30 MHz in the 1990-2000, 2020-2025 and
2165-2180 MHz bands that had been allocated to mobile satellite
service; and 90 MHz in the 1710-1755 and 2110-2155 MHz bands
that had been used by both governmental and non-governmental
users, including the multipoint distribution service. The FCC
has also asked for public comment on whether spectrum in the
1910-1920 and 2155-2165 MHz bands should also be reallocated for
mobile wireless use. While some of this spectrum is scheduled to
be allocated by auction in 2003, the bulk of this spectrum will
not be available for use by mobile wireless carriers until
service rules are established and auction-allocation issues
resolved. The FCC also has changed the spectrum allocation
available to certain mobile satellite service operators to allow
them to integrate an ancillary terrestrial component into their
networks, thereby enabling mobile satellite service operators to
provide terrestrial wireless services to consumers in spectrum
previously reserved only for satellite services. It is unclear
what impact, if any, these allocations will have on our current
operations.

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

Foreign Ownership.Under existing law, no more than 20%
of an FCC licensees capital stock may be owned, directly
or indirectly, or voted by non-U.S. citizens or their
representatives, by a foreign government or its representatives
or by a foreign corporation. If an FCC licensee is controlled by
another entity, as is the case with our ownership structure, up
to 25% of that entitys capital stock may be owned or voted
by non-US citizens or their representatives, by a foreign
government or its representatives or by a foreign corporation.
Foreign ownership above the 25% level may be allowed should the
FCC find such higher levels not inconsistent with the public
interest. The FCC has ruled that higher levels of foreign
ownership, even up to 100%, are presumptively consistent with
the public interest with respect to investors from certain
nations. If our foreign ownership were to exceed the permitted
level, the FCC could revoke our FCC licenses, although we could
seek a declaratory ruling from the FCC allowing the foreign
ownership or take other actions to reduce our foreign ownership
percentage to avoid the loss of our licenses. We have no
knowledge of any present foreign ownership in violation of these
restrictions.

Enhanced 911 Services.Under the Wireless Communications and
Public Safety Act of 1999, commercial mobile radio service
providers are required to transmit 911 calls and relay a
callers automatic number identification and cell site to
designated public safety answering points. This ability to relay
a telephone number and originating cell site is known as Phase I
emergency 911 deployment. FCC regulations also require wireless
carriers to begin to identify within certain parameters the
location of

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##### Table of Contents



emergency 911 callers by adoption of either
network-based or handset-based technologies. This more exact
location reporting is known as Phase II, and the FCC has adopted
specific rules governing the accuracy of location information
and deployment of the location capability.


FCC rules originally required carriers to provide
Phase I service as of April 1, 1998, or within six months of a
request from a public safety answering point, whichever is
later, and to provide Phase II service as of October 1,
2001, or within six months of a request from a public safety
answering point, whichever is later. These six-month time frames
do not apply if a public safety answering point does not have
the equipment and other facilities necessary to receive and use
the provided data. Public safety answering points and wireless
carriers are permitted to extend these implementation timelines
by mutual agreement.

Because the technology necessary to provide Phase
II service was not yet available, the six national wireless
carriers and a number of regional and local carriers, including
Triton, filed requests with the FCC for a waiver of the
October 1, 2001 Phase II deadline. On July 11, 2002,
the FCC granted our request and extended the date by which we
must provide initial Phase II service to March 1, 2003. We
believe that we met the March 1, 2003 deadline because we
had equipment in place on that date sufficient to provide Phase
II service in all requested areas and because in those areas
where Phase II service had not been fully implemented and
tested, the applicable public safety answering point agreed to a
later implementation and testing timeline. We have informed the
FCC of our Phase II status, and asked for a waiver of the
March 1, 2003 deadline if the FCC does not agree that we
met the deadline. It is uncertain whether the FCC will agree
that we have met our March 1, 2003 deadline and, if it
disagrees, what action it might take.

On December 14, 2000, the FCC released a
decision establishing June 20, 2002, as the deadline by
which digital wireless service providers must be capable of
transmitting 911 calls made by users with speech or hearing
disabilities using text telephone devices. We are in compliance
with this requirement.

Radio-frequency Emissions.FCC guidelines adopted in 1996 limit
the permissible human exposure to radio-frequency radiation from
transmitters and other facilities. On December 11, 2001,
the FCCs Office of Engineering and Technology, or OET,dismissed a Petition for Inquiry filed by EMR Network to
initiate a proceeding to revise the FCCs radio-frequency
guidelines. On January 10, 2002, EMR petitioned the FCC to
overturn OETs decision and open an inquiry. The Institute
of Electrical and Electronics Engineers currently is preparing a
new radio-frequency standard, but it has not yet been made
public. On June 19, 2002, the FCC released revised
standards for testing wireless handsets and other mobile devices
for compliance with the current standards.

Media reports have suggested that, and studies
are currently being undertaken to determine whether, certain
radio-frequency emissions from wireless handsets may be linked
to various health concerns, including cancer, and may interfere
with various electronic medical devices, including hearing aids
and pacemakers. Concerns over radio-frequency emissions may have
the effect of discouraging the use of wireless handsets, which
would decrease demand for our services. However, reports and
fact sheets from the National Cancer Institute released in
January 2002, the American Health Foundation released in
December 2000 and from the Danish Cancer Society, released in
February 2001, found no evidence that cell phones cause cancer,
although one of the reports indicated that further study might
be appropriate as to one rare form of cancer. The National
Cancer Institute, nonetheless, cautioned that the studies have
limitations, given the relatively short amount of time cellular
phones have been widely available. In January 2002, the
Bioelectromagnetics Journal published a study that concluded
that under extended exposure conditions, certain radio-frequency
emissions are capable of inducing chromosomal damage in human
lymphocytes, and in February, 2003, Environmental Health
Perspectives published a study that concluded that exposure to
certain levels of radio-frequency emissions can kill brain cells
in rats. In addition, the Federal Trade Commission, or
FTC, issued a consumer alert in February 2002 for cell
phone users who want to limit their exposure to radio-frequency
emissions from their cell phones. The alert advised, among other
things, that cell phone users should limit use of their cell
phones to short conversations and avoid cell phone use in areas
where the signal is poor. Additional studies of radio-

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frequency emissions are ongoing. The ultimate
findings of these studies will not be known until they are
completed and made public. Several lawsuits seeking to force
wireless carriers to supply headsets with phones and to
compensate consumers who have purchased radiation-reducing
devices were dismissed by the courts in 2002 and in March 2003
because of a lack of scientific evidence, but appeals are
pending. We cannot predict the effects of these or other health
effects lawsuits on our business.


Interconnection.Under amendments to the Communications
Act enacted in 1996, all telecommunications carriers, including
personal communications services licensees, have a duty to
interconnect with other carriers and local exchange carriers
have additional specific obligations to interconnect. The
amendments and the FCCs implementing rules modified the
previous regime for interconnection between local exchange
carriers and commercial mobile radio service providers, such as
Triton, and adopted a series of requirements that have benefited
the commercial mobile radio service industry. These requirements
included compensation to carriers for terminating traffic
originated by other carriers; a ban on any charges to other
carriers by originating carriers; and specific rules governing
the prices that can be charged for terminating compensation.
Under the rules, prices for termination of traffic and certain
other functions provided by local exchange carriers are set
using a methodology known as total element long run
incremental cost, or TELRIC. TELRIC is a
forward-looking cost model that sets prices based on what the
cost would be to provide network elements or facilities over the
most efficient technology and network configuration. As a result
of these FCC rules, the charges that cellular and personal
communications services operators pay to interconnect their
traffic to the public switched telephone network have declined
significantly from pre-1996 levels.

The initial FCC interconnection rules material to
our operations have become final and unappealable following a
May 2002 Supreme Court decision affirming the rules. In February
2002, the FCC clarified its TELRIC rules in a way that could
increase our costs of interconnection. In addition, the FCC has
initiated a proceeding that could greatly modify the current
regime of payments for interconnection. If the FCC were to adopt
its initial proposal, our costs for interconnection could be
reduced.

The Communications Act permits carriers to appeal
public utility commission decisions to United States District
Courts. Several state commissions challenged this provision
based on the Eleventh Amendment, which gives states immunity
from suits in Federal court, but on May 20, 2002, the
Supreme Court upheld the appeal procedure. In addition, on
January 10, 2002, a three-judge panel of the United States
Court of Appeals for the Eleventh Circuit ruled that state
commissions lack authority under the Communications Act to act
in proceedings to enforce the terms of interconnection
agreements. This decision was reversed by the full court on
January 10, 2003, but is still subject to appeal to the
Supreme Court.

Universal Service Funds.Under the FCCs rules, wireless
providers are potentially eligible to receive universal service
subsidies; however, they also are required to contribute to both
federal and state universal service funds. The FCC rules require
telecommunications carriers generally (subject to limited
exemptions) to contribute to funding existing universal service
programs for high cost carriers and low income customers and to
new universal service programs to support services to schools,
libraries and rural health care providers. On November 8,
2002, the FCC issued an order requesting that the Federal-State
Joint Board on Universal Service consider whether changes should
be made in the rules governing universal service payments in
high cost areas in light of the increasing costs for such
payments as competitive providers, including wireless providers,
become eligible for the payments. On December 13, 2002, and
January 30, 2003, the FCC released orders modifying and
clarifying the rules that determine the amount of universal
service contributions by landline and wireless carriers. The new
rules are likely to increase the amounts of universal service
contributions required from wireless providers. Regardless of
our ability to receive universal service funding for the
supported services we provide, we are required to fund these
federal programs and also may be required to contribute to state
universal service programs.

Electronic Surveillance.The FCC has adopted rules requiring
providers of wireless services that are interconnected to the
public switched telephone network to provide functions to
facilitate electronic surveillance by law enforcement officials.
The Communications Assistance for Law Enforcement Act

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requires telecommunications carriers to modify
their equipment, facilities, and services to ensure that they
are able to comply with authorized electronic surveillance.
These modifications were required to be completed by
June 30, 2000, unless carriers were granted temporary
waivers, which Triton and many other wireless providers
requested. One Triton waiver request remains pending at the FCC.
Additional wireless carrier obligations to assist law
enforcement agencies were adopted in response to the
September 11 terrorist attacks as part of the USA Patriot
Act.


Telephone Numbers.Like other telecommunications
carriers, Triton must have access to telephone numbers to serve
its customers and to meet demand for new service. In a series of
proceedings over the past six years, the FCC has adopted rules
that could affect Tritons access to and use of telephone
numbers. The most significant FCC rules are intended to promote
the efficient use of telephone numbers by all telecommunications
carriers. In orders adopted in March and December 2000 and in
December 2001, the FCC adopted the following rules:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Carriers must meet specified number usage
    thresholds before they can obtain additional telephone numbers.
    The threshold for 2002 required carriers to show that they were
    using 65% of all numbers assigned to them in a particular rate
    center. This threshold will increase by 5% a year until it
    reaches 75% in 2004. The FCC has adopted a safety
    valve mechanism that could permit carriers to obtain
    telephone numbers under certain circumstances even if they do
    not meet the usage thresholds.                      
|
| |  | Carriers must share blocks of telephone numbers,
    a requirement known as number pooling. Under number
    pooling, numbers previously assigned in blocks of 10,000 will be
    assigned in blocks of 1,000, which significantly increases the
    efficiency of number assignment. In connection with the number
    pooling requirement, the FCC also adopted rules intended to
    increase the availability of blocks of 1,000 numbers, including
    a requirement that numbers be assigned sequentially within
    existing blocks of 10,000 numbers.
|
| |  | Carriers must provide detailed reports on their
    number usage, and the reports will be subject to third-party
    audits. Carriers that do not comply with reporting requirements
    are ineligible to receive numbering resources.                                                                                                                                                                                                                                                                                                                        
|
| |  | States may implement technology-specific and
    service-specific area code overlays to relieve the
    exhaustion of existing area codes, but only with specific FCC
    permission.                                                                                                                                                                                                                                                                                                                                                                        

The FCC also has shown a willingness to delegate
to the states a larger role in number conservation. Examples of
state conservation methods include number pooling and number
rationing. Since mid-1999, the FCC has granted interim number
conservation authority to several state commissions, including
North Carolina and South Carolina, states within our operating
region.

The FCCs number conservation rules could
benefit or harm Triton and other telecommunications carriers. If
the rules achieve the goal of reducing demand for telephone
numbers, then the costs associated with potential changes to the
telephone numbering system will be delayed or avoided. The rules
may, however, affect individual carriers by making it more
difficult for them to obtain and use telephone numbers. In
particular, number pooling imposes significant costs on carriers
to modify their systems and operations. In addition,
technology-specific and service-specific area code overlays
could result in segregation of wireless providers, including
Triton, into separate area codes, which could have negative
effects on customer perception of wireless service.

Wireless providers also are subject to a
requirement that they implement telephone number portability,
which enables customers to maintain their telephone numbers when
they change carriers. Number portability already is available to
most landline customers. In response to petitions for
elimination of the number portability requirement for wireless
providers, on July 22, 2002, the FCC extended the deadline
for implementation of wireless number portability to
November 24, 2003. This decision has been appealed to the
United States Court of Appeals for the District of Columbia
Circuit by parties that seek to eliminate the requirement
altogether, and oral argument is scheduled for April 15, 2003.
In addition, the Cellular Telecommunications & Internet
Association has filed a petition with the FCC seeking a

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determination that customers can retain their
telephone numbers when they switch from landline to wireless
service providers.


Environmental Processing.Antenna structures used by Triton and
other wireless providers are subject to the FCCs rules
implementing the National Environmental Policy Act and the
National Historic Preservation Act. Under these rules, any
structure that may significantly affect the human environment or
that may affect historic properties may not be constructed until
the wireless provider has filed an environmental assessment and
obtained approval from the FCC. Processing of environmental
assessments can delay construction of antenna facilities,
particularly if the FCC determines that additional information
is required or if there is community opposition. In addition,
several environmental groups unsuccessfully have requested
changes in the FCCs environmental processing rules,
challenged specific environmental assessments as inadequate to
meet statutory requirements and sought to have the FCC conduct a
comprehensive assessment of the environmental effects of antenna
tower construction. On February 13, 2003, several of these
groups filed a petition with the United States Court of Appeals
for the District of Columbia Circuit seeking to force the FCC to
modify its environmental processing rules to address issues
under the Migratory Bird Treaty Act. There is no schedule for
court action on this petition.

Rate Integration.The FCC has determined that the
interstate, inter-exchange offerings (commonly referred to as
long distance) of wireless carriers are subject to
the interstate, interexchange rate averaging and integration
provisions of the Communications Act. Rate averaging and
integration requires carriers to average interstate long
distance commercial mobile radio service rates between high cost
and urban areas, and to offer comparable rates to all customers,
including those living in Alaska, Hawaii, Puerto Rico, and the
Virgin Islands. The United States Court of Appeals for the
District of Columbia Circuit, however, rejected the FCCs
application of these requirements to wireless carriers,
remanding the issue to the FCC to further consider whether
wireless carriers should be required to average and integrate
their long distance rates across all U.S. territories. This
proceeding remains pending, but the Commission has stated that,
the rate averaging and integration rules will not be applied to
wireless carriers during the pendency of the proceeding.

Privacy.The FCC has
adopted rules limiting the use of customer proprietary network
information by telecommunications carriers, including Triton, in
marketing a broad range of telecommunications and other services
to their customers and the customers of affiliated companies.
The rules give wireless carriers discretion to use customer
proprietary network information, without customer approval, to
market all information services used in the provision of
wireless services. The FCC also allowed all telephone companies
to use customer proprietary network information to solicit lost
customers. On July 25, 2002, the FCC adopted new rules
governing how carriers notify customers of their privacy rights
and obtain permission to use customer proprietary network
information. The FCC found that customer permission must be
obtained affirmatively to use such information to market
non-communications services or to provide such information to
unrelated third parties, but gave carriers flexibility in
obtaining that consent. The FCC also adopted rules that give
customers the right to opt out from the use of
customer proprietary network information by their carriers for
the marketing of communications services and that require
carriers to give written or electronic notice of that right
every two years.

Billing.The FCC
adopted detailed billing rules for landline telecommunications
service providers and extended some of those rules to wireless
carriers. Wireless carriers must comply with two fundamental
rules: (i) clearly identify the name of the service
provider for each charge; and (ii) display a toll-free inquiry
number for customers on all paper copy bills.

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

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State Regulation and Local Approvals

The Communications Act preempts state and local
regulation of the entry of or the rates charged by any provider
of private mobile radio service or of commercial mobile radio
service, which includes personal communications services and
cellular service. The Communications Act permits states to
regulate the other terms and conditions of
commercial mobile radio service. The FCC has not clearly defined
what is meant by the other terms and conditions of
commercial mobile radio service, but has upheld the legality of
state universal service requirements on commercial mobile radio
service carriers. The FCC also has held that private lawsuits
based on state law claims concerning how wireless rates are
promoted or disclosed may not be preempted by the Communications
Act. Regulators and Attorneys General in several states are
reviewing wireless carrier billing practices. In some states
regulators are pushing for new rules, and in others, Attorneys
General are filing class action lawsuits against wireless
carrier billing practices that are purportedly deceptive. Should
similar regulations be adopted or lawsuits filed against
wireless carriers in the Triton states, there could be a
material adverse impact on our business. Federal legislation
that would impose a mandatory set of national billing
disclosures on wireless carriers has also been proposed.

State and local governments are permitted to
manage public rights of way and can require fair and reasonable
compensation from telecommunications providers, including
personal communications services providers, so long as the
compensation required is publicly disclosed by the government.
The siting of cells/base stations also remains subject to state
and local jurisdiction, although proceedings are pending at the
FCC relating to the scope of that authority. States also may
impose competitively neutral requirements that are necessary for
universal service or to defray the costs of state emergency 911
services programs, to protect the public safety and welfare, to
ensure continued service quality and to safeguard the rights of
consumers.

There are several state and local legislative
initiatives that are underway to ban the use of wireless phones
in motor vehicles. New York enacted a statewide ban on driving
while holding a wireless phone, and similar legislation has been
introduced in other states, including Virginia, Georgia and
Kentucky. Officials in a handful of communities have enacted
ordinances banning or restricting the use of cell phones by
drivers. Should this become a nationwide initiative, commercial
mobile radio service providers could experience a decline in the
number of minutes used by subscribers. In general, states
continue to consider restrictions on wireless phone use while
driving, and some states are also beginning to collect data on
whether wireless phone use contributes to traffic accidents. On
the federal level, legislation has been introduced in the Senate
to ban the use of mobile phones while operating a motor vehicle.

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

Competition

We compete directly with several wireless
communications services providers, including enhanced
specialized mobile radio providers, in each of our markets. Our
ability to compete successfully will depend, in part, on our
ability to anticipate and respond to various competitive factors
affecting the industry, including new services that may be
introduced, changes in consumer preferences, demographic trends,
economic conditions and competitors discount pricing
strategies, all of which could adversely affect our operating
margins. We believe our extensive digital network provides us a
cost-effective means to react effectively to any price
competition.

Wireless providers increasingly are competing in
the provision of both voice and non-voice services. Non-voice
services, including data transmission, text messaging, e-mail
and Internet access are now available from personal
communications services providers and enhanced specialized
mobile radio carriers such as Nextel. In many cases, non-voice
services are offered in conjunction with or as adjuncts to voice

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services. Our GSM/GPRS overlay will provide us
the technology to offer more advanced wireless data services.


Intellectual Property

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

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



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

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

The license agreement contains numerous
restrictions with respect to the use and modification of any of
the licensed marks. 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 us of its desire to renew, and we agree to renew the
license agreement.

We use a regional brand name, SunCom. The SunCom
service mark was registered by the United States Patent and
Trademark Office on July 18, 2000 (Registration
No. 2367621).

Employees

As of December 31, 2002, we had 2,026
employees. We believe our relations with our employees are good.

Available Information

Tritons Internet address is
http://www.tritonpcs.com. Beginning in February, 2003, we
have made available, free of charge through our website, our
annual reports on Form 10-K, quarterly reports on
Form 10-Q, current reports on Form 8-K and amendments to
those reports filed or furnished pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934, as amended, as
soon as reasonably practicable after such documents are
electronically filed with, or furnished to, the SEC.

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##### Table of Contents






Item 2.     Properties

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




Item 3.     Legal
Proceedings

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




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

None.

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PART II




Item 5.     Market
for Registrants Common Equity and Related Stockholder
Matters

Holdings Class A common stock began
trading on the New York Stock exchange under the trading symbol
TPC on July 31, 2001. Prior to July 31,
2001, Holdings Class A common stock was traded on the
Nasdaq National Market under the trading symbol
TPCS. The following table provides the high and low
closing sales prices for Holdings Class A common
stock as reported by the New York Stock Exchange or the Nasdaq
National Market, as appropriate, for each of the periods
indicated:

|                             |                |     |   |       |  |  |   |       | 
|---------------------------- | -------------- | --- | - | ----- |  |  | - | ----- | 
|                             |                | Low |   | High 
|                             |                |     |   |      
|Year Ended December 31, 2001 |                |     |   |       |  |  |   |      
|                             | First Quarter  |     | $ | 29.44 |  |  | $ | 45.69 | 
|                             | Second Quarter |     |   | 28.63 |  |  |   | 41.00 | 
|                             | Third Quarter  |     |   | 31.99 |  |  |   | 42.36 | 
|                             | Fourth Quarter |     |   | 28.20 |  |  |   | 37.90 | 
|                            
|Year Ended December 31, 2002 |                |     |   |       |  |  |   |      
|                             | First Quarter  |     |   | $7.70 |  |  | $ | 29.40 | 
|                             | Second Quarter |     |   | 3.65  |  |  |   | 10.92 | 
|                             | Third Quarter  |     |   | 2.00  |  |  |   | 5.14  | 
|                             | Fourth Quarter |     |   | 0.88  |  |  |   | 4.96  | 

Holdings has not paid any cash dividends on its
Class A common stock since its inception and does not
anticipate paying any cash dividends in the foreseeable future.
Holdings ability to pay dividends is restricted by the
terms of its preferred stock, its indentures and its credit
facility. See Managements Discussion and Analysis of
Financial Condition and Results of Operations 
Liquidity and Capital Resources  Credit
Facility and  Senior Subordinated Notes.

As of February 28, 2003, the closing price
for Holdings Class A common stock as reported by the
New York Stock Exchange was $1.66 per share, and Holdings had
approximately 5,967 record holders of its Class A
common stock and two holders of its Class B non-voting
common stock.

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##### Table of Contents






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 report.

|                                           |                                                                                                                                                                                                                                                                  |                                   |         |        |        |      |          |         |         |      |          |         |         |   |          |         |         |   |          |         |         | 
|------------------------------------------ | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------------- | ------- | ------ | ------ | ---- | -------- | ------- | ------- | ---- | -------- | ------- | ------- | - | -------- | ------- | ------- | - | -------- | ------- | ------- | 
|                                           |                                                                                                                                                                                                                                                                  |                                  
|                                           |                                                                                                                                                                                                                                                                  | Year Ended December 31,          
|                                           |                                                                                                                                                                                                                                                                  |                                  
|                                           |                                                                                                                                                                                                                                                                  | 1998                              |         | 1999   |        | 2000 |          | 2001    |         | 2002
|                                           |                                                                                                                                                                                                                                                                  |                                   |         |        |        |      |          |         |         |     
|                                           |                                                                                                                                                                                                                                                                  |                                  
|                                           |                                                                                                                                                                                                                                                                  | (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    |         |         |   | 1,365    |        
|                                          
|Net loss                                   |                                                                                                                                                                                                                                                                  | $                                 | (32,740 | )      |        | $    | (149,360 | )       |         | $    | (176,906 | )       |         | $ | (198,583 | )       |         | $ | (136,821 | )      
|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 | )       |         | $ | (148,859 | )      
|                                           |                                                                                                                                                                                                                                                                  |                                   |         |        |        |      |          |         |         |      |          |         |         |   |          |         |         |   |          |        

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|                                                                   |  |                                   |           |      |  |      |            |      |  |      |            |   |  |   |            |   |  |   |            |  
|------------------------------------------------------------------ |  | --------------------------------- | --------- | ---- |  | ---- | ---------- | ---- |  | ---- | ---------- | - |  | - | ---------- | - |  | - | ---------- | -
|                                                                   |  |                                  
|                                                                   |  | Year Ended December 31,          
|                                                                   |  |                                  
|                                                                   |  | 1998                              |           | 1999 |  | 2000 |            | 2001 |  | 2002
|                                                                   |  |                                   |           |      |  |      |            |      |  |     
|                                                                   |  |                                  
|                                                                   |  | (in thousands, except share data)
|Net loss per common share (basic and diluted)                      |  | $                                 | (8.18     | )    |  | $    | (9.79      | )    |  | $    | (3.01      | ) |  | $ | (3.22      | ) |  | $ | (2.26      | )
|                                                                   |  |                                   |           |      |  |      |            |      |  |      |            |   |  |   |            |   |  |   |            |  
|Weighted average common shares outstanding (basic
    and diluted) |  |                                   | 4,841,520 |      |  |      | 16,142,482 |      |  |      | 62,058,844 |   |  |   | 64,968,315 |   |  |   | 65,885,515 |  
|                                                                   |  |                                   |           |      |  |      |            |      |  |      |            |   |  |   |            |   |  |   |            |  

|                                             |  |                    |         |      |  |      |         |      |  |      |           |   |  |   |           |   |  |   |           |  
|-------------------------------------------- |  | ------------------ | ------- | ---- |  | ---- | ------- | ---- |  | ---- | --------- | - |  | - | --------- | - |  | - | --------- | -
|                                             |  |                   
|                                             |  | As of December 31,
|                                             |  |                   
|                                             |  | 1998               |         | 1999 |  | 2000 |         | 2001 |  | 2002
|                                             |  |                    |         |      |  |      |         |      |  |     
|                                             |  |                   
|                                             |  | (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   | ) |  |   | (163,515  | )

|                            |                      |                         |         |          |   |      |         |          |   |      |         |          |   |   |         |          |   |   |         |          |  
|--------------------------- | -------------------- | ----------------------- | ------- | -------- | - | ---- | ------- | -------- | - | ---- | ------- | -------- | - | - | ------- | -------- | - | - | ------- | -------- | -
|                            |                      |                        
|                            |                      | 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) | EBITDA excluding amortization of non-cash
    compensation represents operating income or loss plus
    depreciation and amortization expense and non-cash compensation
    expense, which we refer to as Adjusted EBITDA. 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. We consider growth in Adjusted
    EBITDA to be an indicator of future profitability, especially in
    a capital-intensive industry such as wireless
    telecommunications. 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.

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##### Table of Contents








|        |                                                                                          
|------- | -----------------------------------------------------------------------------------------
|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.

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                                                                                                                                                                                                                                                                                                                                      

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| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | 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.
|
| |  | 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.

24



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##### Table of Contents



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, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         

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

25



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##### Table of Contents



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



| |                                                                              
| | -----------------------------------------------------------------------------
| | 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. 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. 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. Cost of
service as a percentage of revenue, excluding equipment revenue,
was 31.3% and 33.9% for

26



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##### Table of Contents



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 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 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. 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.

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 and marketing expenses related to adding
new subscribers by total subscribers added 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.

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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.

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.

Net loss was $136.8 million and
$198.6 million for the years ended December 31, 2002
and 2001, respectively. The net loss decrease of
$61.8 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.

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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.

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.

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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 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

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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

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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, 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 EBITDA excluding 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. We consider growth in Adjusted
EBITDA to be an indicator of future profitability, especially in
a capital-intensive industry such as wireless
telecommunications. 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 $136.8 million and $45.6 million of
cash used by changes in working capital and other long-term
assets, offset by $236.5 million of depreciation and
amortization, 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

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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.




| |                                                  
| | -------------------------------------------------
| | 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 (1) 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. 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
|                                                        |                                            |                         |             |             |   |      |             |             |   |     
|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    | ) |   |            |            |   |   |             |            |  
|                                                        | 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   |   |   |             | 1,365,000   |  
|                                                        |                                            |                         |             |             |   |      |             |             |   |      |             |             |   |   |            |             |   |   |             |            
|Adjusted EBITDA                                         |                                            | $                       | (12,737,000 | )           |   | $    | (76,224,000 | )           |   | $    | (22,490,000 | )           |   | $ | 63,924,000 |             |   | $ | 166,466,000 |            

The table above reconciles Adjusted EBITDA with
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 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. We consider growth in Adjusted EBITDA to
be an indicator of future profitability, especially in a
capital-intensive industry such as wireless telecommunications.
Adjusted EBITDA should not be construed as an alternative to
cash flows from operating activities as determined in accordance
with GAAP. Our method of computation may or may not be
comparable to other similarly titled measures of other companies.

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|                                |                                 |                         |             |             |  |      |             |             |  |   |             |             | 
|------------------------------- | ------------------------------- | ----------------------- | ----------- | ----------- |  | ---- | ----------- | ----------- |  | - | ----------- | ----------- | 
|                                |                                 |                        
|                                |                                 | 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 generated by an individual subscriber, is a
useful measure to assist in forecasting our future service
revenue. In addition, it provides a gauge to compare our service
revenue to that of other wireless communication providers.

(1) Subscriber retention credits are service
revenue credits made to retain existing subscribers. 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.

|                               |                                                                |                         |             |          |   |      |             |            |   |   |             |             |  
|------------------------------ | -------------------------------------------------------------- | ----------------------- | ----------- | -------- | - | ---- | ----------- | ---------- | - | - | ----------- | ----------- | -
|                               |                                                                |                        
|                               |                                                                | Year Ended December 31,
|                               |                                                                |                        
|Cost per gross addition (CPGA) |                                                                | 2000                    |             | 2001     |   | 2002
|                               |                                                                |                         |             |          |   |     
|Sales and marketing expense    |                                                                | $                       | 98,662,000  |          |   | $    | 104,987,000 |            |   | $ | 108,321,000 |            
|Total cost of equipment        |                                                                |                         | 69,398,000  |          |   |      | 73,513,000  |            |   |   | 84,377,000  |            
|                               | Cost of equipment  transactions with
    existing subscribers |                         |             | (610,000 | ) |      |             | (2,458,000 | ) |   |             | (14,153,000 | )
|Total equipment revenue        |                                                                |                         | (34,477,000 | )        |   |      | (25,810,000 | )          |   |   | (38,178,000 | )          
|                               | Equipment revenue  transactions with
    existing subscribers |                         |             |         |   |      |             |           |   |   |             | 3,449,000   |  
|                               |                                                                |                         |             |          |   |      |             |            |   |   |             |            
|CPGA costs                     |                                                                |                         | 132,973,000 |          |   |      | 150,232,000 |            |   |   | 143,816,000 |            
|                               |                                                                |                         |             |          |   |      |             |            |   |   |             |            
|                               | Gross 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. In
addition, it provides a gauge to compare our average acquisition
costs per new subscriber to that of other wireless communication
providers.



| |                                                       
| | ------------------------------------------------------
| | 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 |           |          
|                                   |  |                        |           |          
|                                   |  |                        |           | Less than |  |           |        | After 4   |  | Footnote
|Contractual Obligation             |  | Total                  |           | 1 year    |  | 1-2 years |        | 3-4 years |  | Years    |         | Reference
|                                   |  |                        |           |           |  |           |        |           |  |          |         |          
|                                   |  |                        |           |          
|                                   |  | (Dollars in thousands) |           |          
|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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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.

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

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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,

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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.


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.

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Item 7A.     Quantitative
and Qualitative Disclosures About Market Risk

We are highly leveraged and, as a result, our
cash flows and earnings are exposed to fluctuations in interest
rates. Our debt obligations are U.S. dollar denominated. Our
market risk, therefore, is the potential loss arising from
adverse changes in interest rates. As of December 31, 2002,
our debt can be categorized as follows:

|                                       |                           |  |   |               | 
|-------------------------------------- | ------------------------- |  | - | ------------- | 
|Fixed interest rates:                  |                           |  |   |              
|                                       | Senior subordinated notes |  | $ | 1,219,720,000 | 
|Subject to interest rate fluctuations: |                           |  |   |              
|                                       | Bank credit facility      |  | $ | 207,961,000   | 

Our interest rate risk management program focuses
on minimizing exposure to interest rate movements, setting an
optimal mixture of floating and fixed rate debt and minimizing
liquidity risk. To the extent possible, we manage interest rate
exposure and the floating to fixed ratio through our borrowings,
but sometimes we may use interest rate swaps to adjust our risk
profile. We selectively enter into interest rate swaps to manage
interest rate exposure only. However, due to repayments under
our credit facility, many of our interest rates swaps no longer
qualify as cash flow hedges.

We utilize interest rate swaps to hedge against
the effect of interest rate fluctuations on our bank credit
facility. Swap counter parties are major commercial banks.
Through December 31, 2002, we had entered into 13 interest
rate swap transactions having an aggregate non-amortizing
notional amount of $480.0 million. Under these interest
rate swap contracts, we agree to pay an amount equal to a
specified fixed-rate of interest times a notional principal
amount and receive in turn an amount equal to a specified
variable-rate of interest times the same notional amount. The
notional amounts of the contracts are not exchanged. Net
interest positions are settled quarterly.

Information, as of December 31, 2002, for
the interest rate swaps is as follows:

|                           |  |       |                   |                 |  |            |             |  |  |   |             |  
|-------------------------- |  | ----- | ----------------- | --------------- |  | ---------- | ----------- |  |  | - | ----------- | -
|                           |  | Terms |                   | Notional Amount |  | Fair Value
|                           |  |       |                   |                 |  |           
|Swaps acting as hedges     |  |       | 12/4/98 - 12/4/03 |                 |  | $          | 48,133,452  |  |  | $ | (1,648,504  | )
|                           |  |       | 6/12/00 - 6/12/03 |                 |  | $          | 75,000,000  |  |  | $ | (2,101,030  | )
|                           |  |       | 4/6/01 -  4/6/06  |                 |  | $          | 84,827,593  |  |  | $ | (1,796,637  | )
|                          
|Swaps not acting as hedges |  |       | 12/4/98 - 12/4/03 |                 |  | $          | 26,866,548  |  |  | $ | (913,297    | )
|                           |  |       | 6/15/00 - 6/16/03 |                 |  | $          | 50,000,000  |  |  | $ | (1,394,119  | )
|                           |  |       | 7/17/00 - 7/15/03 |                 |  | $          | 25,000,000  |  |  | $ | (1,021,973  | )
|                           |  |       | 8/15/00 - 8/15/03 |                 |  | $          | 25,000,000  |  |  | $ | (1,045,181  | )
|                           |  |       | 4/6/01 -  4/6/06  |                 |  | $          | 100,172,407 |  |  | $ | (11,094,841 | )
|                           |  |       | 4/24/01 - 4/24/06 |                 |  | $          | 45,000,000  |  |  | $ | (2,803,032  | )

The swaps commencing on April 6, 2001, which
have an aggregate notional amount of $185.0 million, can be
terminated at the banks option on April 7, 2003. The
swaps commencing on April 24, 2001, which have an aggregate
notional amount of $45.0 million, can be terminated at the
banks option on April 24, 2002 and quarterly
thereafter.

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The variable rate is capped at 7.5% for the
interest rate swaps commencing on June 12, 2000 through
August 15, 2000. These swaps have an aggregate notional
amount of $175.0 million.

If market swap rates rise over the remaining term
of these swaps, as expected, we should realize other income of
approximately $2.0 million for each 50 basis point increase
in rates. If rates were to decline, we would realize other
expense of approximately $2.0 million for each 50 basis
point decrease in rates.

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

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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.                                                                          |  |  | 42  | 
|Schedule II  Valuation and
    Qualifying Accounts                                                                                                    |  |  | 45  | 

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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 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 41 of this Form 10-K,
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.

/s/ PRICEWATERHOUSECOOPERS LLP

Philadelphia, Pennsylvania

February 14, 2003, except for Note 16,


as to which the date is February 26, 2003


F-2



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##### Table of Contents



Triton PCS Holdings, Inc.




Consolidated Balance Sheets


|                                                                                                                                                                                                                                                               |                                                 |                        |           |                   |  |   |           |           | 
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------- | ---------------------- | --------- | ----------------- |  | - | --------- | --------- | 
|                                                                                                                                                                                                                                                               |                                                 | December 31, 2001      |           | December 31, 2002
|                                                                                                                                                                                                                                                               |                                                 |                        |           |                  
|                                                                                                                                                                                                                                                               |                                                 |                       
|                                                                                                                                                                                                                                                               |                                                 | (Dollars in thousands)
|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    |                   |  |   | 11,935    |          
|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 |                   |  |   | 1,654,083 |          
|                                                                                                                                                                                                                                                              
|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  | )                 |  |   | (698,401  | )        
|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   | )                 |  |   | (163,515  | )        
|                                                                                                                                                                                                                                                               |                                                 |                        |           |                   |  |   |           |          
|Total liabilities & stockholders
    deficit                                                                                                                                                                                                                  |                                                 | $                      | 1,682,342 |                   |  | $ | 1,617,571 |          
|                                                                                                                                                                                                                                                               |                                                 |                        |           |                   |  |   |           |          

See accompanying notes to consolidated financial
statements.

F-3



---



##### Table of Contents



Triton PCS Holdings, Inc.




Consolidated Statements of Operations and
Comprehensive Loss


|                                               |                                                                                                                                                                                                         |                                                                    |          |         |            |      |          |         |            |   |          |         |            |  
|---------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------ | -------- | ------- | ---------- | ---- | -------- | ------- | ---------- | - | -------- | ------- | ---------- | -
|                                               |                                                                                                                                                                                                         |                                                                   
|                                               |                                                                                                                                                                                                         | For the Years Ended December 31,                                  
|                                               |                                                                                                                                                                                                         |                                                                   
|                                               |                                                                                                                                                                                                         | 2000                                                               |          | 2001    |            | 2002
|                                               |                                                                                                                                                                                                         |                                                                    |          |         |            |     
|                                               |                                                                                                                                                                                                         |                                                                   
|                                               |                                                                                                                                                                                                         | (Dollars in thousands, except per share amounts)                  
|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   | )       |            |   | (1,365   | )      
|                                               |                                                                                                                                                                                                         |                                                                    |          |         |            |      |          |         |            |   |          |        
|Net loss                                       |                                                                                                                                                                                                         |                                                                    | (176,906 | )       |            |      | (198,583 | )       |            |   | (136,821 | )      
|                                              
|Accretion of preferred stock                   |                                                                                                                                                                                                         |                                                                    | (9,865   | )       |            |      | (10,897  | )       |            |   | (12,038  | )      
|                                               |                                                                                                                                                                                                         |                                                                    |          |         |            |      |          |         |            |   |          |        
|Net loss available to common stockholders      |                                                                                                                                                                                                         | $                                                                  | (186,771 | )       |            | $    | (209,480 | )       |            | $ | (148,859 | )      
|                                               |                                                                                                                                                                                                         |                                                                    |          |         |            |      |          |         |            |   |          |        
|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 | )       |            | $ | (146,658 | )      
|                                               |                                                                                                                                                                                                         |                                                                    |          |         |            |      |          |         |            |   |          |        
|Net loss per common share (Basic and Diluted): |                                                                                                                                                                                                         |                                                                    |          |         |            |      |          |         |            |   |          |        
|                                               |                                                                                                                                                                                                         | Net Loss                                                           |          |         | (2.85      | )    |          |         | (3.05      | ) |          |         | (2.08      | )
|                                               |                                                                                                                                                                                                         | Accretion of preferred stock                                       |          |         | (0.16      | )    |          |         | (0.17      | ) |          |         | (0.18      | )
|                                               |                                                                                                                                                                                                         |                                                                    |          |         |            |      |          |         |            |   |          |        
|                                               |                                                                                                                                                                                                         | Net loss available to common stockholders                          |          | $       | (3.01      | )    |          | $       | (3.22      | ) |          | $       | (2.26      | )
|                                               |                                                                                                                                                                                                         |                                                                    |          |         |            |      |          |         |            |   |          |        
|                                               |                                                                                                                                                                                                         | Weighted average common shares outstanding
    (Basic and Diluted) |          |         | 62,058,844 |      |          |         | 64,968,315 |   |          |         | 65,885,515 |  
|                                               |                                                                                                                                                                                                         |                                                                    |          |         |            |      |          |         |            |   |          |        

See accompanying notes to consolidated financial
statements.

F-4



---



##### 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                                                                  |  |                 |        |           |  |         |  |               |  |                 |    |              |  |      |    |          |  |             |        |       |  |   |        |   |  |   |       |   |  |   |       |   |  |   | (136,821 | ) |  |   | (136,821 | )
|                                                                          |  |                
|Balance at December 31, 2002                                              |  | $               | 127,003 |           |  | $       | 5 |               |  | $               | 603 |              |  | $    | 79  |          |  | $           | 615,587 |       |  | $ | (74,554 | ) |  | $ | (5,459 | ) |  | $ | (1,375 | ) |  | $ | (698,401 | ) |  | $ | (163,515 | )
|                                                                          |  |                

See accompanying notes to consolidated financial
statements

F-5



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##### Table of Contents



Triton PCS Holdings, Inc.




Consolidated Statements of Cash
Flows


|                                                                                              |                                           |                                  |          |         |   |      |          |         |   |   |          |         |  
|--------------------------------------------------------------------------------------------- | ----------------------------------------- | -------------------------------- | -------- | ------- | - | ---- | -------- | ------- | - | - | -------- | ------- | -
|                                                                                              |                                           |                                 
|                                                                                              |                                           | For the Years Ended December 31,
|                                                                                              |                                           |                                 
|                                                                                              |                                           | 2000                             |          | 2001    |   | 2002
|                                                                                              |                                           |                                  |          |         |   |     
|                                                                                              |                                           |                                 
|                                                                                              |                                           | (Dollars in thousands)          
|Cash flows from operating
    activities:                                                     |                                           |                                  |          |         |   |      |          |         |   |   |          |        
|Net loss                                                                                      |                                           | $                                | (176,906 | )       |   | $    | (198,583 | )       |   | $ | (136,821 | )      
|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      |         |   |      |         |         |   |   |         |        
|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

F-6



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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.

F-7



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##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)




| |                                  
| | ---------------------------------
| | (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.



| |                               
| | ------------------------------
| | (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.

F-8



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##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(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 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.

F-9



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##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)




| |                 
| | ----------------
| | (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 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%. Had compensation

F-10



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##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


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,          
|                                                                                                                                                    |                                                                               |                       
|                                                                                                                                                    |                                                                               | 2000                   |          | 2001  |   | 2002
|                                                                                                                                                    |                                                                               |                        |          |       |   |     
|                                                                                                                                                    |                                                                               |                       
|                                                                                                                                                    |                                                                               | (Dollars in thousands,
|                                                                                                                                                    |                                                                               | except per share data)
|Net loss as reported                                                                                                                                |                                                                               | $                      | (176,906 | )     |   | $    | (198,583 | )     |   | $ | (136,821 | )    
|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 | )     |   |   | (137,103 | )    
|                                                                                                                                                   
|Earnings per share:                                                                                                                                 |                                                                               |                        |          |       |   |      |          |       |   |   |          |      
|                                                                                                                                                    | As reported net loss available to common
    stockholders (basic and diluted) |                        | $        | (3.01 | ) |      | $        | (3.22 | ) |   | $        | (2.26 | )
|                                                                                                                                                    | Pro forma net loss available to common
    stockholders (basic and diluted)   |                        | $        | (3.01 | ) |      | $        | (3.23 | ) |   | $        | (2.26 | )



| |                      
| | ---------------------
| | (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. 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

F-11



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##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


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 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.

F-12



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##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


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.

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##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


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.

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.

F-14



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##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(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 (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.

F-15



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##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


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 |            | Average    
|                                            |  | Compensation                                 |         | Shares Available |  | Shares Issued  |            | Grant Price
|                                            |  |                                              |         |                  |  |                |            |            
|                                            |  |                                             
|                                            |  | (Dollars in thousands, except share amounts)
|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. 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.

F-16



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##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


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.

F-17



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##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


|                                          |                                                    |                                                  |   |           |   |        |   |          |   |  |   |          |  
|----------------------------------------- | -------------------------------------------------- | ------------------------------------------------ | - | --------- | - | ------ | - | -------- | - |  | - | -------- | -
|                                          |                                                    |                                                 
|                                          |                                                    | December 31,                                    
|                                          |                                                    |                                                 
|                                          |                                                    | 2000                                             |   | 2001      |   | 2002  
|                                          |                                                    |                                                  |   |           |   |       
|                                          |                                                    | Pro forma                                        |   | Pro forma |   | Actual
|                                          |                                                    |                                                  |   |           |   |       
|                                          |                                                    |                                                 
|                                          |                                                    | (Dollars in thousands, except per share amounts)
|Net Loss:                                 |                                                    |                                                  |   |           |   |        |   |          |   |  |   |         
|                                          | Reported net loss available to common stockholders |                                                  | $ | (186,771  | ) |        | $ | (209,480 | ) |  | $ | (148,859 | )
|                                          | Add back: FCC license amortization                 |                                                  | $ | 6,936     |   |        | $ | 6,943    |   |  |   |         |  
|                                          |                                                    |                                                  |   |           |   |        |   |          |   |  |   |         
|                                          | Adjusted net loss                                  |                                                  | $ | (179,835  | ) |        | $ | (202,537 | ) |  | $ | (148,859 | )
|                                          |                                                    |                                                  |   |           |   |        |   |          |   |  |   |         
|                                         
|Basic and Diluted Earnings per
    Share: |                                                    |                                                  |   |           |   |        |   |          |   |  |   |         
|                                          | Reported net loss available to common stockholders |                                                  | $ | (3.01     | ) |        | $ | (3.22    | ) |  | $ | (2.26    | )
|                                          | FCC license amortization                           |                                                  |   | 0.11      |   |        |   | 0.11     |   |  |   |         |  
|                                          |                                                    |                                                  |   |           |   |        |   |          |   |  |   |         
|                                          | Adjusted net loss                                  |                                                  | $ | (2.90     | ) |        | $ | (3.11    | ) |  | $ | (2.26    | )
|                                          |                                                    |                                                  |   |           |   |        |   |          |   |  |   |         

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.

F-18



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##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


|                               |  |                        |         |             |  |       |         |   |  |             
|------------------------------ |  | ---------------------- | ------- | ----------- |  | ----- | ------- | - |  | ------------
|                               |  |                        |         |            
|                               |  | 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 | 

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%,

F-19



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##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


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
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.

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##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


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

F-21



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##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


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 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

F-22



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##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


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 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.

F-23



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##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


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):

|                         |         |                          |     |      |  |      |       |       |  |   |       |       | 
|------------------------ | ------- | ------------------------ | --- | ---- |  | ---- | ----- | ----- |  | - | ----- | ----- | 
|                         |         |                         
|                         |         | Years Ended December 31,
|                         |         |                         
|                         |         | 2000                     |     | 2001 |  | 2002
|                         |         |                          |     |      |  |     
|Current                  |         |                          |     |      |  |      |       |       |  |   |       |      
|                         | Federal |                          |     |     |  |      |       |      |  |   |       |      | 
|                         | State   |                          | $   | 474  |  |      | $     | 1,372 |  |   | $     | 1,365 | 
|                         |         |                          |     |      |  |      |       |       |  |   |       |      
|                         |         |                          | 474 |      |  |      | 1,372 |       |  |   | 1,365 |      
|                         |         |                          |     |      |  |      |       |       |  |   |       |      
|Deferred                 |         |                          |     |      |  |      |       |       |  |   |       |      
|                         | Federal |                          |     | 219  |  |      |       |      |  |   |       |      | 
|                         | State   |                          |     | 53   |  |      |       |      |  |   |       |      | 
|                         |         |                          |     |      |  |      |       |       |  |   |       |      
|                         |         |                          | 272 |      |  |      |      |       |  |   |      |      
|                         |         |                          |     |      |  |      |       |       |  |   |       |      
|Total income tax expense |         | $                        | 746 |      |  | $    | 1,372 |       |  | $ | 1,365 |      
|                         |         |                          |     |      |  |      |       |       |  |   |       |      

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

|                                           |  |      |        |      |  |      |        |    |  |  |        |   
|------------------------------------------ |  | ---- | ------ | ---- |  | ---- | ------ | -- |  |  | ------ | --
|                                           |  | 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  | )% |  |  | (0.65  | )%
|Change in federal valuation allowance      |  |      | (35.27 | )%   |  |      | (35.26 | )% |  |  | (34.50 | )%
|Other, net                                 |  |      | (0.08  | )%   |  |      | 0.02   | %  |  |  | (0.85  | )%
|                                           |  |      |        |      |  |      |        |    |  |  |        |   
|Effective Tax Rate                         |  |      | (0.42  | )%   |  |      | (0.69  | )% |  |  | (1.00  | )%
|                                           |  |      |        |      |  |      |        |    |  |  |        |   

F-24



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##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


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):

|                             |                                    |                          |          |         |        |   |          |         |         | 
|---------------------------- | ---------------------------------- | ------------------------ | -------- | ------- | ------ | - | -------- | ------- | ------- | 
|                             |                                    | 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   |        
|                             | Net operating loss carry forward   |                          |          | 285,762 |        |   |          | 351,237 |        
|                             |                                    |                          |          |         |        |   |          |        
|                             |                                    |                          | 316,058  |         |        |   | 380,903  |        
|                            
|Valuation allowance          |                                    |                          | (236,567 | )       |        |   | (291,653 | )      
|                             |                                    | Net deferred tax assets  |          |         | 79,491 |   |          |         | 89,250  | 
|                             |                                    |                          |          |         |        |   |          |        
|                            
|Deferred liabilities         |                                    |                          |          |         |        |   |          |        
|                             | Intangible assets                  |                          |          | 24,335  |        |   |          | 32,443  |        
|                             | Depreciation and amortization      |                          |          | 67,091  |        |   |          | 68,742  |        
|                             |                                    |                          |          |         |        |   |          |        
|                            
|                             |                                    | Deferred tax liabilities |          |         | 91,426 |   |          |         | 101,185 | 
|                             |                                    |                          |          |         |        |   |          |        
|                            
|Net deferred tax liabilities |                                    | $                        | 11,935   |         |        | $ | 11,935   |        
|                             |                                    |                          |          |         |        |   |          |        

In assessing the realizability of deferred tax
assets, management considers whether it is more likely than not
that some portion or all of the deferred tax assets will not be
realized. The ultimate realization of deferred tax assets is
dependent upon the generation of future taxable income during
the periods in which those temporary differences become
deductible. Management believes it is more likely than not the
Company will realize the benefits of the deferred tax assets,
net of the existing valuation allowance at December 31,
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.

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.

F-25



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##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


|                                                |                   |                |         |            |  |          |         |            |  |   |         |           |  |   |         |           | 
|----------------------------------------------- | ----------------- | -------------- | ------- | ---------- |  | -------- | ------- | ---------- |  | - | ------- | --------- |  | - | ------- | --------- | 
|                                                |                   |               
|                                                |                   | 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

F-26



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##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


agreement between the Company and Triton
Cellular, allocations for management services rendered are
charged to Triton Cellular. Such allocations totaled $196,000
for 2000.

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

F-27



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##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


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   |      
|                                            |       |                |         |         |  |   |       |      

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

F-28



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##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


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:

|                                       |  |                                       |         |         |  |         |         |         |  |   |         |   |  |   |         |  
|-------------------------------------- |  | ------------------------------------- | ------- | ------- |  | ------- | ------- | ------- |  | - | ------- | - |  | - | ------- | -
|                                       |  | First                                 |         | Second  |  | Third   |         | Fourth 
|2002                                   |  | Quarter                               |         | Quarter |  | Quarter |         | Quarter
|                                       |  |                                       |         |         |  |         |         |        
|                                       |  |                                      
|                                       |  | (in thousands, except per share data)
|Total revenue                          |  | $                                     | 156,698 |         |  | $       | 183,012 |         |  | $ | 193,244 |   |  | $ | 183,031 |  
|Income/(loss) from operations          |  |                                       | (711    | )       |  |         | 7,474   |         |  |   | 9,376   |   |  |   | (6,108  | )
|Net loss available to stockholders     |  |                                       | (34,308 | )       |  |         | (33,618 | )       |  |   | (35,535 | ) |  |   | (45,398 | )
|Net loss per share  basic and diluted |  | $                                     | (0.52   | )       |  | $       | (0.51   | )       |  | $ | (0.54   | ) |  | $ | (0.69   | )

|                                       |  |                                       |         |         |  |         |         |         |  |   |         |   |  |   |         |  
|-------------------------------------- |  | ------------------------------------- | ------- | ------- |  | ------- | ------- | ------- |  | - | ------- | - |  | - | ------- | -
|                                       |  | 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 | 

F-29



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TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


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.

F-30



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##### Table of Contents








|        |                                                                                         
|------- | ----------------------------------------------------------------------------------------
|Item 9. | Changes in and Disagreements With
    Accountants on Accounting and Financial Disclosure

None.




PART III






|         |                                                       
|-------- | ------------------------------------------------------
|Item 10. | Directors and Executive Officers of the
    Registrant

The information required by this Item is
incorporated by reference to Triton PCS Holdings, Inc.s
proxy statement for the 2003 annual meeting of stockholders.






|         |                       
|-------- | ----------------------
|Item 11. | Executive Compensation

The information required by this Item is
incorporated by reference to Triton PCS Holdings, Inc.s
proxy statement for the 2003 annual meeting of stockholders.



|         |                                                                   
|-------- | ------------------------------------------------------------------
|Item 12. | Security Ownership of Certain Beneficial
    Owners and Management

The information required by this Item is
incorporated by reference to Triton PCS Holdings, Inc.s
proxy statement for the 2003 annual meeting of stockholders.






|         |                                                   
|-------- | --------------------------------------------------
|Item 13. | Certain Relationships and Related
    Transactions

The information required by this Item is
incorporated by reference to Triton PCS Holdings, Inc.s
proxy statement for the 2003 annual meeting of stockholders.






|         |                        
|-------- | -----------------------
|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 management, including the Chief
Executive Officer, Chief Financial Officer, Chief Operating
Officer and Senior Vice President of Operations, does not expect
that our disclosure controls and procedures or Tritons
internal controls will prevent all error and all fraud. A
control system, no matter how well conceived and operated,
provides reasonable assurance that the objectives of the control
system are met. The design of a control system reflects resource
constraints; the benefits of controls must be considered
relative to their costs. Because there are inherent limitations
in all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of
fraud, if any, within the company have been or will be detected.
These inherent limitations include the realities that judgements
in decision-making can be faulty and that breakdowns occur
because of simple error or mistake. Controls can be circumvented
by the individual acts of some persons, by collusion of two or
more people, or by management override of the control. The
design of any system of controls is based in part upon certain
assumptions about the likelihood of future events. There can be
no assurance that any design will succeed in achieving its
stated goals under all future conditions; over time, controls
may become

40



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##### Table of Contents



inadequate because of changes in conditions or
deterioration in the degree of compliance with the policies or
procedures. Because of the inherent limitations in a
cost-effective control system, misstatements due to error or
fraud may occur and not be detected.





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 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.                 |  | 42 
|Schedule II  Valuation and
    Qualifying Accounts                                           |  | 45 

41



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##### Table of Contents



(a)(1) Financial Statement
Schedules

TRITON PCS HOLDINGS, INC.

SCHEDULE I  CONDENSED FINANCIAL
INFORMATION

TRITON PCS HOLDINGS, INC.

BALANCE SHEETS

|                                                         |                            |                        |          |              |  |  |          |        | 
|-------------------------------------------------------- | -------------------------- | ---------------------- | -------- | ------------ |  |  | -------- | ------ | 
|                                                         |                            | December 31,           |          | December 31,
|                                                         |                            | 2001                   |          | 2002        
|                                                         |                            |                        |          |             
|                                                         |                            |                       
|                                                         |                            | (Dollars in thousands)
|ASSETS                                                  
|                                                         | Investment in subsidiaries |                        | $        | 75,744       |  |  |          |       | 
|                                                         |                            |                        |          |              |  |  |          |       
|Total Assets                                             |                            | $                      | 75,744   |              |  |  |         |       
|                                                         |                            |                        |          |              |  |  |          |       
|LIABILITIES AND STOCKHOLDERS
    EQUITY                
|                                                         | Payable to subsidiaries    |                        |          |             |  |  |          | 36,512 | 
|                                                         |                            |                        |          |              |  |  |          |       
|Total Liabilities                                        |                            |                        |         |              |  |  | 36,512   |       
|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 | )            |  |  | (698,401 | )     
|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  | )            |  |  | (163,515 | )     
|                                                         |                            |                        |          |              |  |  |          |       
|Total Liabilities and Stockholders Equity               |                            | $                      | 75,744   |              |  |  |         |       
|                                                         |                            |                        |          |              |  |  |          |       

See accompanying notes to financial statements.

42



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TRITON PCS HOLDINGS, INC.


SCHEDULE I  CONDENSED FINANCIAL
INFORMATION  (Continued)

TRITON PCS HOLDINGS, INC.

STATEMENTS OF OPERATIONS AND COMPREHENSIVE
LOSS


|                                          |                                                         |                        |          |                    |  |                    |          |        |   |   |          |       | 
|----------------------------------------- | ------------------------------------------------------- | ---------------------- | -------- | ------------------ |  | ------------------ | -------- | ------ | - | - | -------- | ----- | 
|                                          |                                                         | For the Year Ended     |          | For the Year Ended |  | For the Year Ended
|                                          |                                                         | December 31, 2000      |          | December 31, 2001  |  | December 31, 2002 
|                                          |                                                         |                        |          |                    |  |                   
|                                          |                                                         |                       
|                                          |                                                         | (Dollars in thousands)
|Equity in net loss of subsidiaries        |                                                         | $                      | (176,758 | )                  |  | $                  | (198,390 | )      |   | $ | (136,640 | )    
|General & administrative expenses         |                                                         |                        | (148     | )                  |  |                    | (193     | )      |   |   | (181     | )    
|                                          |                                                         |                        |          |                    |  |                    |          |        |   |   |          |      
|Net loss                                  |                                                         |                        | (176,906 | )                  |  |                    | (198,583 | )      |   |   | (136,821 | )    
|Accretion of preferred stock              |                                                         |                        | (9,865   | )                  |  |                    | (10,897  | )      |   |   | (12,038  | )    
|Net loss available to common stockholders |                                                         | $                      | (186,771 | )                  |  | $                  | (209,480 | )      |   | $ | (148,859 | )    
|                                          |                                                         |                        |          |                    |  |                    |          |        |   |   |          |      
|Other comprehensive loss, net of tax:     |                                                         |                        |          |                    |  |                    |          |        |   |   |          |      
|                                          | Cumulative effect of change in accounting
    principal |                        |          |                   |  |                    |          | (4,162 | ) |   |          |      | 
|                                          | Unrealized gain (loss) on derivative
    Instruments    |                        |          |                   |  |                    |          | (3,498 | ) |   |          | 2,201 | 
|                                          |                                                         |                        |          |                    |  |                    |          |        |   |   |          |      
|Comprehensive loss                        |                                                         | $                      | (186,771 | )                  |  | $                  | (217,140 | )      |   | $ | (146,658 | )    
|                                          |                                                         |                        |          |                    |  |                    |          |        |   |   |          |      

See accompanying notes to financial statements.

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##### Table of Contents



TRITON PCS HOLDINGS, INC.


SCHEDULE I  CONDENSED FINANCIAL
INFORMATION  (Continued)

TRITON PCS HOLDINGS, INC.

STATEMENTS OF CASH FLOWS


|                                               |                                                          |                        |      |                    |   |                    |          |          |   |   |      |          |  
|---------------------------------------------- | -------------------------------------------------------- | ---------------------- | ---- | ------------------ | - | ------------------ | -------- | -------- | - | - | ---- | -------- | -
|                                               |                                                          | For the Year Ended     |      | For the Year Ended |   | For the Year Ended
|                                               |                                                          | December 31, 2000      |      | December 31, 2001  |   | December 31, 2002 
|                                               |                                                          |                        |      |                    |   |                   
|                                               |                                                          |                       
|                                               |                                                          | (Dollars in thousands)
|Cash flows from operating activities:          |                                                          |                        |      |                    |   |                    |          |          |   |   |      |         
|                                               | Net loss                                                 |                        | $    | (176,906           | ) |                    | $        | (198,583 | ) |   | $    | (136,821 | )
|                                               | Equity in net loss of subsidiaries                       |                        |      | 176,758            |   |                    |          | 198,390  |   |   |      | 136,640  |  
|                                               |                                                          |                        |      |                    |   |                    |          |          |   |   |      |         
|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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##### Table of Contents



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 |            |  | 236,567    |  |             |  | 55,086  |  |  |  |       |  |  |  | 291,653 | 

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.                                                                                                                                                                                                                                                                                                                    
|        | 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.                                                                                                                                                                                                                                                  
|        | 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.                                                                                                                                                                                                                                                
|        | 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, 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).                 

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|        |        |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|------- | ------ | ----------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |        |            
|Number  |        | Description
|        |        |            
|        | 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).                                                                                                                                                                                                                                                                                                                                                       
|        | +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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | 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).                                                                                                                                                                                                                                                                                                           

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|        |        |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------- | ------ | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |        |            
|Number  |        | Description
|        |        |            
|        | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|        | 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.                                                                                                                                                                                                                                                                                                    
|        | 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).                                                                                                                                                                                                                                                                                                                                                                             
|        | 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).                                                                                                                           

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|        |       |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------- | ----- | ----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |            
|Number  |       | Description
|        |       |            
|        | 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).                                                                                               
|        | 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).                                                                                                                                                                                                                         

49



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##### Table of Contents



|        |       |             |  |                                                                                                                                                                                                                                                                                                                 
|------- | ----- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |            
|Number  |       | Description
|        |       |            
|        | 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).
|        | 21.1  |             |  | Subsidiaries of Triton PCS Holdings, Inc.                                                                                                                                                                                                                                                                       
|        | 23.1  |             |  | Consent of PricewaterhouseCoopers LLP.                                                                                                                                                                                                                                                                          
|        | 24.1  |             |  | Power of Attorney (set forth on the signature
    page of this report).                                                                                                                                                                                                                                         
|        | 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.                                                                                                                                                      



---



|  |                                                                                                                                                                                                         
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|+ | Portions of this exhibit have been omitted
    pursuant to a request for confidential treatment and the omitted
    portions have been filed separately with the Securities and
    Exchange Commission.

Reports on Form 8-K

None.

50



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##### 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 report to be signed on its
behalf by the undersigned, thereunto duly authorized, in the
City of Berwyn, State of Pennsylvania on March 25, 2003.



| |                          
| | -------------------------
| | TRITON PCS HOLDINGS, INC.



| |     |                        
| | --- | -----------------------
| | BY: | /s/ MICHAEL E. KALOGRIS

| |                              
| | -----------------------------
| |                              
| | MICHAEL E. KALOGRIS          
| | Chief Executive Officer      
| | (Principal Executive Officer)

Date: March 25, 2003



| |     |                   
| | --- | ------------------
| | By: | /s/ DAVID D. CLARK

| |                              
| | -----------------------------
| |                              
| | David D. Clark               
| | Executive Vice President and 
| | Chief Financial Officer      
| | (Principal Financial Officer)

Date: March 25, 2003

Power of Attorney

Triton PCS Holdings, Inc. a Delaware corporation,
and each person whose signature appears below, constitutes and
appoints Michael E. Kalogris and David D. Clark, and either of
them, with full power to act without the other, such
persons true and lawful attorneys-in-fact, with full power
of substitution and resubstitution, for him and in his name,
place and stead, in any and all capacities, to sign this Annual
Report on Form 10-K and any and all amendments to such
Annual Report on Form 10-K and other documents in
connection therewith, and to file the same, and all exhibits
thereto and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said
attorneys-in-fact, and each of them, full power and authority to
do and perform each and every act and thing necessary or
desirable to be done in and about the premises, as fully to all
intents and purposes as he might or could do in person, thereby
ratifying and confirming all that said attorneys-in-fact, or any
of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue hereof.

51



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##### 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)          |  | March 25, 2003
|                                          
|/s/ STEVEN R. SKINNERSteven R. Skinner     |  | President, Chief Operating Officer and Director
    Executive Vice President, Chief Financial Officer and |  | March 25, 2003
|                                          
|/s/ DAVID D. CLARKDavid D. Clark           |  | Secretary (Principal Financial Officer)                                                                   |  | March 25, 2003
|                                          
|/s/ ANDREW M. DAVIESAndrew M. Davies       |  | Vice President and Controller (Principal
    Accounting Officer)                                          |  | March 25, 2003
|                                          
|/s/ SCOTT I. ANDERSONScott I. Anderson     |  | Director                                                                                                  |  | March 25, 2003
|                                          
|/s/ JOHN D. BELETICJohn D. Beletic         |  | Director                                                                                                  |  | March 25, 2003
|                                          
|/s/ ARNOLD L. CHAVKINArnold L. Chavkin     |  | Director                                                                                                  |  | March 25, 2003
|                                          
|/s/ ROHIT M. DESAIRohit M. Desai           |  | Director                                                                                                  |  | March 25, 2003
|                                          
|/s/ ROBERT STOKESRobert Stokes             |  | Director                                                                                                  |  | March 25, 2003

52



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##### Table of Contents






CERTIFICATION

I, Michael E. Kalogris, certify that:

1. I have reviewed this annual report on
Form 10-K 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.



| |                               
| | ------------------------------
| | /s/ MICHAEL E. KALOGRIS       
| |                               
| | Name: Michael E. Kalogris     
| | Title: Chief Executive Officer

Date: March 25, 2003

53



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##### Table of Contents



CERTIFICATION

I, David D. Clark, certify that:

1. I have reviewed this annual report on
Form 10-K 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.



| |                               
| | ------------------------------
| | /s/ DAVID D. CLARK            
| |                               
| | Name: David D. Clark          
| | Title: Chief Financial Officer

Date: March 25, 2003

54



---



##### Table of Contents



CERTIFICATION

I, Steven R. Skinner, certify that:

1. I have reviewed this annual report on
Form 10-K 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.



| |                               
| | ------------------------------
| | /s/ STEVEN R. SKINNER         
| |                               
| | Name: Steven R. Skinner       
| | Title: Chief Operating Officer

Date: March 25, 2003

55



---



##### Table of Contents



CERTIFICATION

I, William A. Robinson, certify that:

1. I have reviewed this annual report on
Form 10-K 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.



| |                                           
| | ------------------------------------------
| | /s/ WILLIAM A. ROBINSON                   
| |                                           
| | Name: William A. Robinson                 
| | Title: Senior Vice President of Operations

Date: March 25, 2003

56