##### Table of Contents






UNITED STATES SECURITIES AND EXCHANGE
COMMISSION


Washington, DC 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,
    2003                                             
|  
|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 19312


(Address and zip code of principal executive
offices)


610-651-5900

(Registrants telephone number, including
area code)


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

|                                                   |  |                                     
|-------------------------------------------------- |  | ------------------------------------
|Title of Class                                     |  | 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(g) of the Act:

None


Indicate by check mark whether the registrant:
(1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the
past
90 days.     Yes 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 13, 2004, 60,854,057 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.

As of June 30, 2003, the last business day
of the registrants most recently completed second fiscal
quarter, the aggregate market value of the shares of
Class A common stock held by non-affiliates was
$326.8 million based on the closing pricing on the New York
Stock Exchange on such date.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the proxy statement for the 2004
annual meeting of stockholders are incorporated by reference
into Part III.



---






---



##### Table of Contents



[This Page Intentionally Left Blank]





---










TRITON PCS HOLDINGS, INC.

FORM 10-K

TABLE OF CONTENTS

|                                                   |  |                                                                                                   |  |      |     | 
|-------------------------------------------------- |  | ------------------------------------------------------------------------------------------------- |  | ---- | --- | 
|                                                   |  |                                                                                                   |  | Page
|                                                   |  |                                                                                                   |  |     
|                                                   |  | PART I                                                                                            |  |      |     | 
|                                                  
|Item 1                                             |  | Business                                                                                          |  |      | 3   | 
|Item 2                                             |  | Properties                                                                                        |  |      | 18  | 
|Item 3                                             |  | Legal Proceedings                                                                                 |  |      | 18  | 
|Item 4                                             |  | Submission of Matters to a
    Vote of Security Holders                                           |  |      | 18  | 
|                                                   |  | PART II                                                                                           |  |      |     | 
|                                                  
|Item 5                                             |  | Market for Registrants
    Common Equity and Related Stockholder Matters                         |  |      | 19  | 
|Item 6                                             |  | Selected Financial Data                                                                           |  |      | 20  | 
|Item 7                                             |  | Managements Discussion
    and Analysis of Financial Condition and Results of Operations         |  |      | 22  | 
|Item 7A                                            |  | Quantitative and Qualitative
    Disclosures About Market Risk                                    |  |      | 40  | 
|Item 8                                             |  | Financial Statements &
    Supplementary Data                                                     |  |      | F-1 | 
|                                                   |  | Report of Independent
    Auditors                                                                |  |      | 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          |  |      | 41  | 
|Item 9A                                            |  | Controls and Procedures                                                                           |  |      | 41  | 
|                                                   |  | PART III                                                                                          |  |      |     | 
|                                                  
|Item 10                                            |  | Directors and Executive
    Officers of the Registrant                                            |  |      | 41  | 
|Item 11                                            |  | Executive Compensation                                                                            |  |      | 42  | 
|Item 12                                            |  | Security Ownership of
    Certain Beneficial Owners and Management                                |  |      | 42  | 
|Item 13                                            |  | Certain Relationships and
    Related Transactions                                                |  |      | 42  | 
|Item 14                                            |  | Principal Accountant Fees
    and Services                                                        |  |      | 42  | 
|                                                   |  | PART IV                                                                                           |  |      |     | 
|                                                  
|Item 15                                            |  | Exhibits, Financial
    Statement Schedules and Reports on Form 8-K                               |  |      | 42  | 
|AMEND.2 TO 1ST AMEND.& RESTATED STOCKHOLDERS' AGMT
|AMENDMENT NO. 5 TO NETWORK MEMBERSHIP LICENSE AGMT
|SEPARATION LETTER AGREEMENT, JOHN D. BELETIC      
|SUBSIDIARIES OF TRITON PCS HOLDINGS, INC.         
|CONSENT OF PRICEWATERHOUSECOOPERS LLP             
|CERTIFICATION OF CHIEF EXECUTIVE OFFICER          
|CERTIFICATION OF CHIEF FINANCIAL OFFICER          
|CERTIFICATION OF SENIOR VICE PRESIDENT OF OPER.   
|CERTIFICATION OF CEO, PURSUANT TO RULE 13a-14(b)  
|CERTIFICATION OF CFO, PURSUANT TO RULE 13a-14(b)  



1



---



##### Table of Contents



PRELIMINARY NOTE

This annual report on Form 10-K is for the
year ended December 31, 2003. This annual report modifies
and supersedes documents filed prior to this annual report. The
Securities and Exchange Commission, or 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.

The information contained in this annual report
is based upon information available to us as of
December 31, 2003, unless otherwise specified. We undertake
no obligation (other than those required by law) to publicly
update or revise any disclosures contained in this annual
report, whether as a result of new information, future events or
otherwise.

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
August 7, 2003, 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
August 7, 2003 and in this report could have a material
adverse effect on our business, results of operations and
financial position.

2



---



##### Table of Contents






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 ishttp://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., Triton PCSrefers to Triton PCS, Inc., a wholly-owned subsidiary of
Triton, 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. As of
December 31, 2003, our wireless communications licenses
covered 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 this 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 these 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
high-quality, innovative voice and data services with
coast-to-coast coverage and to benefit from roaming revenues
generated by AT&T Wireless and other
carriers wireless customers who roam into our covered area.

Our markets have attractive demographic
characteristics for wireless communications services and,
according to the U.S. Census Bureau, include 10 of the
top 100 markets in the country with population densities
that are 80% greater than the national average. We
currently provide wireless voice and data services over two
overlapping networks. One network uses time division multiple
access, or TDMA, technology, which we have successfully
launched in all of our markets. The second network utilizes
global system for mobile communications and general packet radio
service, or GSM/ GPRS, technology, which is capable of
providing enhanced voice and data services. We have overlaid
1,184 of our cell sites with GSM/ GPRS technology and have
deployed two GSM/ GPRS switches.

Since we began offering service in our markets,
our subscriber base and total revenues have grown dramatically.
From our initial launch of personal communications services in
January 1999 to December 31, 2003, our subscriber base has
sustained continued growth year over year, with an additional
64,500 net subscribers added during the twelve months ended
December 31, 2003. As the result of our growing subscriber
base, total revenues have increased from $131.5 million for
the year ending December 31, 1999 to $810.1 million
for the year ending December 31, 2003. Revenues consist
primarily of monthly access, airtime, long distance and roaming
charges billed to our subscribers, equipment revenues generated
by the sale of wireless handsets and accessories to our
subscribers and roaming revenues generated by charges to other
wireless carriers for their subscribers use of our
network. Roaming minutes generated by non-Triton subscribers
increased from a monthly high of 16.5 million minutes in

3



---



##### Table of Contents



1999 to a monthly high of 104.1 million
minutes in 2003, with total roaming minutes rising to
1.1 billion minutes in 2003, which represents a 15.3%
increase over 2002. Our net loss has increased from a loss of
$149.4 million for the year ended December 31, 1999 to
a net loss of $154.1 million for the year ended
December 31, 2003. The net loss increase is primarily due
to debt extinguishment costs incurred during the year ended
December 31, 2003 related to the retirement of our old
credit facility and our 11% senior subordinated notes due 2011,
offset primarily by increased leverage on fixed costs. Our
accumulated deficit increased to $876.2 million, as of
December 31, 2003, as a result of our net loss for the
current year. Since the inception of our personal communications
services in January 1999, our long-term debt has increased from
$465.7 million to $1.4 billion as of December 31,
2003. This increase is due primarily to the increased funding
required to build-out our network, which includes
2,267 TDMA cell sites and seven TDMA switches and the
continued overlay of this network with GSM/ GPRS technology.


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, 2003, a network of
125 company-owned SunCom retail stores, local and
nationally recognized retailers and 62 direct sales
representatives covering corporate accounts.

Strategic Alliance with AT&T
Wireless

One of our 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 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.                                                                                                                                                         
|
| |  | 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 offer competitive 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 Wireless.                                                                
|
| |  | Marketing.We
    benefit from AT&T Wireless 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.             

These business, operational and marketing
advantages are provided for through various agreements with
AT&T Wireless that were entered into in connection with the
original contribution of personal communications services
licenses by AT&T Wireless and the concurrent acquisition of
Holdings Series A preferred stock by AT&T
Wireless PCS. These agreements include a stockholders
agreement, brand license agreement and roaming agreement. For
more information about each of these agreements, see Note 2 to
our consolidated financial statements included in this report.

4



---



##### Table of Contents



On February 17, 2004, AT&T Wireless and
Cingular Wireless entered into an Agreement and Plan of Merger.
The merger agreement filed with the SEC provides that Cingular
Wireless has agreed to acquire all of the outstanding stock of
AT&T Wireless through a merger of a Cingular Wireless
subsidiary with and into AT&T Wireless, with AT&T
Wireless as the surviving corporation of the merger. The
proposed transaction is subject to the receipt of various
governmental and regulatory consents and approvals. Management
expects that, if and when AT&T Wireless becomes a subsidiary
of Cingular Wireless through this merger, AT&T Wireless and
its affiliates, including Cingular Wireless, will continue to
perform and be bound by their obligations under the various
agreements that we have with AT&T Wireless and its
subsidiaries. All rights and obligations associated with the
Series A preferred stock would, by operation of law,
continue to apply to AT&T Wireless PCS as holder of the
Series A preferred stock. We reserve all rights with
respect to any transfer of Series A preferred stock.

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 against which we compete. We have successfully
    launched and offer personal communications service to
    approximately 13.6 million people in 37 markets. We
    have constructed a comprehensive network, which includes
    2,267 cell sites and seven switches, using TDMAdigital technology. We are currently overlaying our TDMAnetwork with GSM/ GPRStechnology. This allows us to
    provide more advanced wireless data services to our subscribers
    as well as to 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 1,184 of our cell sites, and
    we are committed to the continued deployment of GSM/ GPRS
    technology. We expect to substantially complete our GSM overlay
    by the end of the second quarter of 2004. We have launched
    commercial service of our GSM/ GPRS network in approximately
    two-thirds of our markets as of December 31, 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.
|
| |  | Experienced Management.We have a management team with a high
    level of experience in the wireless communications industry. Our
    senior management team has extensive experience with wireless
    leaders such as AT&T Wireless, Verizon Communications and
    Horizon Cellular. Our senior management team also owns
    approximately 7.5% 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           

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

5



---



##### Table of Contents



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | 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, including the UnPlan, which
    provides unlimited calling from a subscribers local
    calling area for a fixed price, are designed to promote the use
    of wireless services.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|
| |  | 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. Subsequent to subscribers being
    routed through our interactive voice response system, or the
    IVR, we pride ourselves on answering approximately 85% 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

On June 20, 2003, Lafayette Communications
Company L.L.C., or Lafayette, (in two separate
transactions) sold 12 personal communication service
licenses to Triton for an aggregate fair value of approximately
$100.1 million. As a part of these transactions, Triton
paid approximately $28.1 million to the Federal
Communications Commission, or the FCC, to satisfy
Lafayettes outstanding obligations due to the FCC. In
addition, all loans receivable from Lafayette to Triton were
satisfied in connection with these transactions. These licenses
cover populations totaling approximately 4.3 million
people, including all of South Carolina and parts of Virginia
and Georgia.

Sales and Distribution

Our sales strategy is to utilize multiple
distribution channels to minimize customer acquisition costs and
to maximize penetration within our licensed service area. Our
distribution channels include a network of company-owned retail
stores, a direct sales force for corporate accounts, independent
agent retailers, telesales and online sales. During 2003, we
began shifting more of our channel mix to company owned channels
and more strategically aligned agents.



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Company-Owned Retail Stores.We make extensive use of company-owned
    retail stores for the distribution and sale of our handsets and
    services. We believe that company-owned retail stores offer a
    considerable competitive advantage by providing a strong local
    presence, which is required to achieve high retail penetration
    in suburban and rural areas and the lowest customer acquisition
    cost. We had 125 company-owned SunCom retail stores open as
    of December 31, 2003.
|
| |  | Direct Sales.We
    focus our direct sales force on corporate users. As of
    December 31, 2003, our direct corporate sales force
    consisted of 62 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.                               
|
| |  | Agent Distribution.We have negotiated distribution
    agreements with national and regional mass merchandisers and
    consumer electronics retailers.                                                                                                                                                                                                                                                                                                                                                     

6



---



##### Table of Contents





| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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 online store 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 and targeted
advertising 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 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 428 customer care representatives
    and a sophisticated customer care information system, inclusive
    of an IVR system implemented in 2003, we have been able to
    implement one ring customer care service using live operators
    and state-of-the-art call routing. Subsequent to being routed
    through the IVR, approximately 85% 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 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 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. Our TDMA network
services 37 markets, including

7



---



##### Table of Contents



2,267 cell sites and seven switches as part
of our TDMA network. In addition, we have overlaid 1,184 of our
cell sites with GSM/ GPRS technology and have deployed two GSM/
GPRS switches. We offer GSM/ GPRS service in approximately
two-thirds of our markets as of December 31, 2003.


Our digital wireless network connects to local
exchange carriers. We have interconnection agreements with
telephone companies operating or providing services in the area
where we are currently operating our digital personal
communications services network. We use AT&T as our 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.

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. In order to provide more advanced wireless data and voice
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-half of our existing cell sites
to provide more advanced data and voice services to new
subscribers and to our existing subscribers who may migrate to
this technology. In addition, our GSM/ GPRS deployment will
enable us to earn roaming revenue from other wireless carriers
who are selling GSM/ GPRS handsets. We will complete our GSM/
GPRS overlay in 2004. TDMA and GSM/ GPRS technology are
currently used by two of the largest wireless communications
companies in the United States, AT&T Wireless and Cingular
Wireless, and a third, T-Mobile, solely utilizes GSM/ GPRS
technology.

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 wireless communications service rates.

8



---



##### Table of Contents



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, receivers and signaling
equipment for each personal communications services system 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.

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. On September 10, 2003, the FCC adopted a
Notice of Proposed Rulemaking seeking comment on proposals to
expand licensee build-out requirements. Among the proposals
examined are proposals to adopt additional coverage requirements
beyond the initial 10-year license term and proposals to reclaim
spectrum that is not in use by a defined period of time.

9



---



##### Table of Contents



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 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. In November 2001, the FCC
voted to sunset the spectrum cap rule by eliminating it
effective January 1, 2003. The FCC now evaluates commercial
wireless transactions on a case-by-case basis to determine
whether they will result in too much concentration in wireless
markets. The FCC has not publicly disclosed the guidelines or
procedures it is using to evaluate commercial wireless
transactions, although market-specific spectrum holdings and
competitive features are considered.

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 concluded that spectrum licensees should be
permitted to enter leasing agreements with third parties to
promote greater use of unused spectrum. On May 15, 2003,
the FCC adopted new rules that are intended to promote the
development of a secondary market for wireless spectrum. They
will allow wireless licensees, such as Triton, to lease their
spectrum to third parties on either a short-term or long-term
basis. Two leasing options will be available. The first, which
requires prior FCC notice but not prior FCC approval, allows
parties to lease spectrum as long as the licensee retains a
certain degree of control over the license. The second, which
requires prior FCC approval, allows parties to lease spectrum
where the lessee is in actual control of the license, although
the licensee retains legal control. The FCC also adopted a
Further Notice of Proposed Rulemaking to monitor developments
within wireless secondary markets and to make any rule changes
that may be necessary to promote further regulatory efficiencies.

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 may be used by new companies that would
compete directly with us, this spectrum could also 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 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 additional bands should be reallocated
for mobile wireless use. New spectrum licenses will be awarded
by auction, but no time frames for the auction of new wireless
carrier spectrum have been set. 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

10



---



##### Table of Contents



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. 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.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 enhanced 911 deployment. FCC regulations also
require wireless carriers to identify within certain parameters
the location of 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. Our
Phase II service initial deadline was extended by the FCC
to March 1, 2003, as was the deadline for other regional
and local carriers. The six-month time frames for beginning
Phase I or Phase II service 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. 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.

Radiofrequency Emissions.FCC guidelines adopted in 1996 limit
the permissible human exposure to radiofrequency 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
radiofrequency guidelines. On January 10, 2002, EMR
petitioned the FCC to overturn OETs decision and open an
inquiry, and that petition remains pending. On June 19,
2002, the FCC released revised standards for testing wireless
handsets and other mobile devices for compliance with the
current standards, and on June 12, 2003, the FCC adopted a
Notice of Proposed Rulemaking seeking comment on proposed
amendments to the current regulations relating to the compliance
of transmitter facilities with radiofrequency guidelines and to
procedures for evaluating radiofrequency exposure from mobile
devices, such as handsets.

11



---



##### Table of Contents



Media reports have suggested that, and studies
have been 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 British National Radiological Protection
Board and Swedish Radiation Protection Authority released in
2004, the National Cancer Institute released in January 2002,
the American Health Foundation released in December 2000 and the
Danish Cancer Society released in February 2001, found no
evidence that cell phones cause cancer, although some of the
reports indicated that further study might be appropriate. 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. Also in 2003, the Dutch government reported new
research finding headaches and other health effects in
individuals exposed to radiation from GSM base stations of
third-generation mobile-phone systems. 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 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 because of a lack
of scientific evidence, but other lawsuits remain 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 and cellular 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 wireless communications services providers, such as
Triton, and adopted a series of requirements that have benefited
the wireless 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.
Subsequently, the FCC issued a clarification of its
interconnection rules, initiated a rulemaking to modify the
TELRIC rules and initiated a third proceeding which collectively
have created some uncertainty. More specifically:



| |   |                                                                                                                                                                                
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | In August 2003, the FCC released a clarification
    of its TELRIC rules that could increase our costs of
    interconnection.                                                 
|
| |  | In September 2003, the FCC initiated a rulemaking
    to consider broader modifications to the TELRIC rules, which
    could increase or decrease our costs of interconnection.

12



---



##### Table of Contents





| |   |                                                                                                                                                                                                                                                               
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | The FCC has initiated a proceeding that could
    greatly modify the current regime of payments for
    interconnection. If the FCC were to modify the current regime of
    payments for interconnection, 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.

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. These issues remain
pending. On December 13, 2002, and January 30, 2003,
the FCC released orders that increased, from 15 to
28.5 percent, the percentage of revenues that wireless
providers must subject to universal service contributions to
avoid having to calculate those contributions based on actual
interstate traffic levels, and that required wireless providers
to elect whether or not to use this safe harbor on a
company-wide basis. On February 27, 2004, the Federal-State
Joint Board on Universal Service issued a recommended decision
proposing that the FCC modify the current universal service
rules. If adopted, the proposals would limit support to a single
connection per customer and would narrow the circumstances under
which a new service provider would be able to qualify for
support. These changes would limit the ability of Triton, other
wireless providers and other competitive carriers to obtain
universal service support. 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.

On February 23, 2004, the FCC released a
notice of proposed rulemaking proposing to require wireless
providers to report on significant outages in their systems. If
adopted, the rules would require reports on the extent and
reason for many outages, episodes of call blocking and failures
of network elements that affect the transmission of 911 calls
and associated data that last 30 minutes or more. These
requirements would be similar to those already applicable to
landline services.

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 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. Under these rules:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Carriers must meet specified number usage
    thresholds before they can obtain additional telephone numbers.
    The current threshold for 2003 requires carriers to show that
    they are using 75% of all numbers assigned to them in a
    particular rate center. 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.

13



---



##### Table of Contents





| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 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 are 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. Wireless number portability was
implemented for the top 100 metropolitan statistical areas on
November 24, 2003, and generally will become available in
the rest of the country on May 24, 2004. Under the
FCCs rules, numbers may be ported to and from both
wireless and landline providers. Thus, while portability makes
it easier for customers to change wireless providers, it also
makes it easier for them to switch from landline to wireless
service. Certain aspects of the FCCs rules, including the
obligation to port landline numbers to wireless providers, are
subject to pending appeals to the United States Court of Appeals
for the District of Columbia Circuit.

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, or the NHPA. 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. On August 20, 2003, the FCC released a
Notice of Inquiry on the potential effects of towers on
migratory birds and on September 17, 2003, the FCC
announced that it had reached an agreement with the State of
Michigan to study the effects of towers on bird populations. On
May 1, 2003, the FCC announced its intent to develop a
strategic plan to address environmental and historic
preservation issues. On July 9, 2003, the FCC issued a
Notice of Proposed Rulemaking on a proposed national agreement
governing

14



---



##### Table of Contents



review of towers under the NHPA. If adopted, the
agreement would define more clearly when historic preservation
analysis is required for new and modified towers.


Rate Integration.The FCC has determined that the
interstate, interexchange 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 wireless communications 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 allows all telephone companies
to use customer proprietary network information to solicit lost
customers. FCC rules require that customer permission be
obtained affirmatively to use such information to market
non-communications services or to provide such information to
unrelated third parties, but give carriers flexibility in
obtaining that consent. FCC rules also 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 require carriers to give written or
electronic notice of that right every two years.

Billing.The FCC has
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. On
July 10, 2003, the FCC adopted new rules requiring that
digital wireless phones be capable of effective use with hearing
aids. Manufacturers must introduce compliant phones within two
years and carriers of our size must offer compliant phones
within three years; by February 18, 2008, at least
50 percent of the digital wireless phone models offered by
us must be compatible. Wireless industry petitions to the FCC to
reconsider these rules are pending. While we expect our vendors
to develop equipment compatible with the rules, we cannot assure
you that we will not be required to make material changes to our
network, product line, or services.

State Regulation and Local Approvals

The 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 and network
reliability and coverage issues. In some states

15



---



##### Table of Contents



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. To try to
protect ourself against potential lawsuits or state or federal
regulation, we have adopted the Cellular Telecommunications
& Internet Association, or CTIA, Voluntary
Consumer Code that requires disclosure of certain billing
and coverage information to consumers.


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 enhanced 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 and New Jersey have enacted
statewide bans 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, including the District of Columbia, have enacted
ordinances banning or restricting the use of cell phones by
drivers. Should this become a nationwide initiative, wireless
communications services 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, the National Transportation Safety Board has
recommended a ban on the use of mobile phones while operating a
motor vehicle for novice drivers.

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 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. We
compete against five of the six nationwide competitors, Sprint
PCS, Cingular Wireless, Verizon, T-Mobile and Nextel, in each of
our markets; the sixth national carrier, AT&T Wireless, does
not compete in our markets. Within our Virginia market,
additional competitors are ALLTEL Corporation, Ntelos, and U.S.
Cellular. Within our North Carolina, South Carolina, Georgia and
Tennessee markets, additional competitors are ALLTEL
Corporation, Hargray Wireless, and U.S. Cellular. Historically,
the most dominant competitors were the cellular incumbents,
which in our markets were primarily Verizon (formerly Bell
Atlantic Mobile Systems and GTE), ALLTEL Corporation and U.S.
Cellular. However, with the advent of personal communications
services, other carriers such as Cingular Wireless, Sprint PCS
and T-Mobile have gained significant market share. We believe
that we are a leading service provider based on the fact that we
have been able to expand our subscriber base every year since
inception and our annual incremental subscriber penetration rate
(net subscriber additions divided by the total population in our
service areas) is comparable to that of our competitors. Since
our competitors do not disclose their subscriber count in
specific regional service areas, we cannot accurately determine
market share for each of these companies where we do business.

16



---



##### Table of Contents



The principal competitive factors within our
business consist of:



| |   |                                                                                                                                                                                                                                      
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | price, which includes the monthly charges we bill
    our wireless subscribers;                                                                                                                                                      
|
| |  | network quality, which is the coverage provided
    by our towers as well as roaming agreements with other national
    carriers that enable our customers to utilize their networks
    when traveling outside of our coverage area;
|
| |  | products offered, which include a variety of
    handsets and accessories with multiple capabilities, including
    data services and                                                                                                
|
| |  | quality customer care service, which includes the
    speed and accuracy of customer care resolution.                                                                                                                                

Upon review of these factors, we believe that we
compete favorably in our market, as evidenced by our increasing
subscriber base in each year since our inception. In addition to
the above mentioned competitive factors, our ability to compete
successfully will depend, in part, on our ability to anticipate
and respond to other 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 and bundling 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
services. Our GSM/ GPRS overlay provides us the technology to
offer more advanced wireless data services. Some of the national
wireless carriers, such as AT&T Wireless, are beginning to
bundle their wireless offerings with landline local or long
distance services, a practice that could make these
carriers wireless services more attractive to customers.

Intellectual Property

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).

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.

17



---



##### Table of Contents



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 has since been renewed through February 4, 2005.
The agreement was also amended to include automatic renewals for
one-year terms unless AT&T notifies us of its intention to
terminate the agreement. Net book value of the license agreement
was approximately $3.4 million as of December 31, 2003.

Employees

As of December 31, 2003, we had 1,805
employees. We believe our relations with our employees are good.

Available Information

Tritons Internet address is
http://www.tritonpcs.com. We make 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.

Holdings Board of Directors has established
an Audit Committee, Compensation Committee and Nominating/
Corporate Governance Committee and adopted a written charter for
each committee. In addition, Holdings Board has adopted
(i) Corporate Governance Principles and (ii) a Code of
Ethics for Senior Financial Managers. Each committee charter,
our Corporate Governance Principles and the Code of Ethics for
Senior Financial Managers will be available on our website at
www.tritonpcs.com prior to our 2004 annual meeting of
stockholders.




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.

18



---



##### Table of Contents






PART II




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

Our Class A common stock trades on the New
York Stock Exchange under the trading symbol TPC.
The following table provides the high and low sales prices for
our Class A common stock as reported by the New York Stock
Exchange for each of the periods indicated:

|                             |                |     |   |      |  |  |   |       | 
|---------------------------- | -------------- | --- | - | ---- |  |  | - | ----- | 
|                             |                | Low |   | High
|                             |                |     |   |     
|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  | 
|Year Ended December 31, 2003 |                |     |   |      |  |  |   |      
|                             | First Quarter  |     | $ | 1.57 |  |  | $ | 3.89  | 
|                             | Second Quarter |     |   | 2.21 |  |  |   | 5.90  | 
|                             | Third Quarter  |     |   | 4.21 |  |  |   | 6.41  | 
|                             | Fourth Quarter |     |   | 4.16 |  |  |   | 5.82  | 

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

As of February 13, 2004, the closing price
for our Class A common stock as reported by the New York
Stock Exchange was $6.51 per share, and we had approximately
4,207 record holders of our Class A common stock and two
holders of our Class B non-voting common stock.

19



---



##### 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, 1999, 2000, 2001, 2002 and 2003.
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 our consolidated financial statements and
the related notes appearing elsewhere in this report.

|                                                                   |                                                                                                                                                                                                                                                                          |                                                  |            |         |         |      |            |         |         |      |            |         |         |   |            |         |         |   |            |         |         | 
|------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------ | ---------- | ------- | ------- | ---- | ---------- | ------- | ------- | ---- | ---------- | ------- | ------- | - | ---------- | ------- | ------- | - | ---------- | ------- | ------- | 
|                                                                   |                                                                                                                                                                                                                                                                          |                                                 
|                                                                   |                                                                                                                                                                                                                                                                          | Year Ended December 31,                         
|                                                                   |                                                                                                                                                                                                                                                                          |                                                 
|                                                                   |                                                                                                                                                                                                                                                                          | 1999                                             |            | 2000    |         | 2001 |            | 2002    |         | 2003
|                                                                   |                                                                                                                                                                                                                                                                          |                                                  |            |         |         |      |            |         |         |     
|                                                                   |                                                                                                                                                                                                                                                                          |                                                 
|                                                                   |                                                                                                                                                                                                                                                                          | (Dollars in thousands, except per share amounts)
|Statement of Operations Data:                                      |                                                                                                                                                                                                                                                                          |                                                  |            |         |         |      |            |         |         |      |            |         |         |   |            |         |         |   |            |        
|Revenues:                                                          |                                                                                                                                                                                                                                                                          |                                                  |            |         |         |      |            |         |         |      |            |         |         |   |            |         |         |   |            |        
|                                                                   | Service                                                                                                                                                                                                                                                                  |                                                  | $          | 61,798  |         |      | $          | 220,940 |         |      | $          | 387,381 |         |   | $          | 502,402 |         |   | $          | 576,359 |        
|                                                                   | Roaming                                                                                                                                                                                                                                                                  |                                                  |            | 44,281  |         |      |            | 98,492  |         |      |            | 126,909 |         |   |            | 175,405 |         |   |            | 180,314 |        
|                                                                   | Equipment                                                                                                                                                                                                                                                                |                                                  |            | 25,405  |         |      |            | 34,477  |         |      |            | 25,810  |         |   |            | 38,178  |         |   |            | 53,426  |        
|                                                                   |                                                                                                                                                                                                                                                                          |                                                  |            |         |         |      |            |         |         |      |            |         |         |   |            |         |         |   |            |        
|                                                                   |                                                                                                                                                                                                                                                                          | Total revenues                                   |            |         | 131,484 |      |            |         | 353,909 |      |            |         | 540,100 |   |            |         | 715,985 |   |            |         | 810,099 | 
|                                                                   |                                                                                                                                                                                                                                                                          |                                                  |            |         |         |      |            |         |         |      |            |         |         |   |            |         |         |   |            |        
|Expenses:                                                          |                                                                                                                                                                                                                                                                          |                                                  |            |         |         |      |            |         |         |      |            |         |         |   |            |         |         |   |            |        
|                                                                   | Costs of service and equipment (excluding the
    below amortization, excluding depreciation of $15,964, $63,183,
    $90,851, $114,007 and $130,639, respectively, and excluding
    noncash compensation of $142, $1,026, $2,544, $3,646 and $3,300,
    respectively) |                                                  |            | 107,521 |         |      |            | 194,686 |         |      |            | 248,013 |         |   |            | 296,598 |         |   |            | 348,856 |        
|                                                                   | Selling, general and administrative (excluding
    depreciation of $4,531, $13,072, $16,657, $16,072 and $18,155,
    respectively, and excluding noncash compensation of $3,167,
    $7,241, $14,647, $17,784 and $25,510, respectively)                                |                                                  |            | 100,187 |         |      |            | 181,713 |         |      |            | 228,452 |         |   |            | 253,310 |         |   |            | 235,797 |        
|                                                                   | Termination benefits and other related charges                                                                                                                                                                                                                           |                                                  |            |        |         |      |            |        |         |      |            |        |         |   |            |        |         |   |            | 2,731   |        
|                                                                   | Non-cash compensation                                                                                                                                                                                                                                                    |                                                  |            | 3,309   |         |      |            | 8,267   |         |      |            | 17,191  |         |   |            | 21,430  |         |   |            | 28,810  |        
|                                                                   | Depreciation and asset disposal (1)                                                                                                                                                                                                                                      |                                                  |            | 20,495  |         |      |            | 76,255  |         |      |            | 107,508 |         |   |            | 130,079 |         |   |            | 148,794 |        
|                                                                   | Amortization                                                                                                                                                                                                                                                             |                                                  |            | 14,126  |         |      |            | 17,876  |         |      |            | 19,225  |         |   |            | 4,926   |         |   |            | 4,300   |        
|                                                                   |                                                                                                                                                                                                                                                                          |                                                  |            |         |         |      |            |         |         |      |            |         |         |   |            |         |         |   |            |        
|                                                                   |                                                                                                                                                                                                                                                                          | Total operating expenses                         |            |         | 245,638 |      |            |         | 478,797 |      |            |         | 620,389 |   |            |         | 706,343 |   |            |         | 769,288 | 
|                                                                   |                                                                                                                                                                                                                                                                          |                                                  |            |         |         |      |            |         |         |      |            |         |         |   |            |         |         |   |            |        
|Income/(loss) from operations                                      |                                                                                                                                                                                                                                                                          |                                                  | (114,154   | )       |         |      | (124,888   | )       |         |      | (80,289    | )       |         |   | 9,642      |         |         |   | 40,811     |        
|Interest expense                                                   |                                                                                                                                                                                                                                                                          |                                                  | (41,061    | )       |         |      | (55,903    | )       |         |      | (117,499   | )       |         |   | (144,086   | )       |         |   | (141,210   | )      
|Other expense (2)                                                  |                                                                                                                                                                                                                                                                          |                                                  |           |         |         |      | (326       | )       |         |      | (18,034    | )       |         |   | (7,693     | )       |         |   | (2,898     | )      
|Debt extinguishment costs                                          |                                                                                                                                                                                                                                                                          |                                                  |           |         |         |      |           |         |         |      |           |         |         |   |           |         |         |   | (41,171    | )      
|Interest and other income                                          |                                                                                                                                                                                                                                                                          |                                                  | 4,852      |         |         |      | 4,957      |         |         |      | 18,322     |         |         |   | 6,292      |         |         |   | 2,285      |        
|Gain on sale of marketable securities, net                         |                                                                                                                                                                                                                                                                          |                                                  | 1,003      |         |         |      |           |         |         |      |           |         |         |   |           |         |         |   |           |        
|                                                                   |                                                                                                                                                                                                                                                                          |                                                  |            |         |         |      |            |         |         |      |            |         |         |   |            |         |         |   |            |        
|Loss before taxes                                                  |                                                                                                                                                                                                                                                                          | $                                                | (149,360   | )       |         | $    | (176,160   | )       |         | $    | (197,500   | )       |         | $ | (135,845   | )       |         | $ | (142,183   | )      
|Income tax provision                                               |                                                                                                                                                                                                                                                                          |                                                  |           |         |         |      | (746       | )       |         |      | (1,083     | )       |         |   | (24,650    | )       |         |   | (11,907    | )      
|                                                                   |                                                                                                                                                                                                                                                                          |                                                  |            |         |         |      |            |         |         |      |            |         |         |   |            |         |         |   |            |        
|Net loss                                                           |                                                                                                                                                                                                                                                                          | $                                                | (149,360   | )       |         | $    | (176,906   | )       |         | $    | (198,583   | )       |         | $ | (160,495   | )       |         | $ | (154,090   | )      
|Accretion of preferred stock                                       |                                                                                                                                                                                                                                                                          |                                                  | (8,725     | )       |         |      | (9,865     | )       |         |      | (10,897    | )       |         |   | (12,038    | )       |         |   | (13,298    | )      
|                                                                   |                                                                                                                                                                                                                                                                          |                                                  |            |         |         |      |            |         |         |      |            |         |         |   |            |         |         |   |            |        
|Net loss available to common stockholders                          |                                                                                                                                                                                                                                                                          | $                                                | (158,085   | )       |         | $    | (186,771   | )       |         | $    | (209,480   | )       |         | $ | (172,533   | )       |         | $ | (167,388   | )      
|                                                                   |                                                                                                                                                                                                                                                                          |                                                  |            |         |         |      |            |         |         |      |            |         |         |   |            |         |         |   |            |        
|Net loss per common share (basic and diluted)                      |                                                                                                                                                                                                                                                                          | $                                                | (9.79      | )       |         | $    | (3.01      | )       |         | $    | (3.22      | )       |         | $ | (2.62      | )       |         | $ | (2.52      | )      
|                                                                   |                                                                                                                                                                                                                                                                          |                                                  |            |         |         |      |            |         |         |      |            |         |         |   |            |         |         |   |            |        
|Weighted average common shares outstanding (basic
    and diluted) |                                                                                                                                                                                                                                                                          |                                                  | 16,142,482 |         |         |      | 62,058,844 |         |         |      | 64,968,315 |         |         |   | 65,885,515 |         |         |   | 66,529,610 |        
|                                                                   |                                                                                                                                                                                                                                                                          |                                                  |            |         |         |      |            |         |         |      |            |         |         |   |            |         |         |   |            |        

20



---



##### Table of Contents



|                                             |  |                    |         |      |  |      |           |      |  |      |           |   |  |   |           |   |  |   |           |  
|-------------------------------------------- |  | ------------------ | ------- | ---- |  | ---- | --------- | ---- |  | ---- | --------- | - |  | - | --------- | - |  | - | --------- | -
|                                             |  |                   
|                                             |  | As of December 31,
|                                             |  |                   
|                                             |  | 1999               |         | 2000 |  | 2001 |           | 2002 |  | 2003
|                                             |  |                    |         |      |  |      |           |      |  |     
|                                             |  |                   
|                                             |  | (in thousands)    
|Balance Sheet Data:                          |  |                    |         |      |  |      |           |      |  |      |           |   |  |   |           |   |  |   |           |  
|Cash and cash equivalents                    |  | $                  | 186,251 |      |  | $    | 1,617     |      |  | $    | 371,088   |   |  | $ | 212,450   |   |  | $ | 105,966   |  
|Working capital (deficiency)                 |  |                    | 134,669 |      |  |      | (54,305   | )    |  |      | 283,314   |   |  |   | 172,090   |   |  |   | 51,903    |  
|Property, plant and equipment, net           |  |                    | 421,864 |      |  |      | 662,990   |      |  |      | 793,175   |   |  |   | 796,503   |   |  |   | 788,870   |  
|Intangible assets, net                       |  |                    | 315,538 |      |  |      | 300,161   |      |  |      | 283,847   |   |  |   | 395,249   |   |  |   | 488,883   |  
|Total assets                                 |  |                    | 979,797 |      |  |      | 1,065,570 |      |  |      | 1,682,342 |   |  |   | 1,617,571 |   |  |   | 1,519,291 |  
|Long-term debt and capital lease obligations |  |                    | 504,636 |      |  |      | 728,485   |      |  |      | 1,344,291 |   |  |   | 1,413,263 |   |  |   | 1,443,788 |  
|Redeemable preferred stock                   |  |                    | 94,203  |      |  |      | 104,068   |      |  |      | 114,965   |   |  |   | 127,003   |   |  |   | 140,301   |  
|Stockholders (deficit) equity               |  |                    | 233,910 |      |  |      | 55,437    |      |  |      | (39,221   | ) |  |   | (187,189  | ) |  |   | (320,251  | )

|                            |                      |                                        |         |          |   |      |         |          |   |      |         |          |   |  |         |          |   |  |         |          |  
|--------------------------- | -------------------- | -------------------------------------- | ------- | -------- | - | ---- | ------- | -------- | - | ---- | ------- | -------- | - |  | ------- | -------- | - |  | ------- | -------- | -
|                            |                      |                                       
|                            |                      | Year Ended December 31,               
|                            |                      |                                       
|                            |                      | 1999                                   |         | 2000     |   | 2001 |         | 2002     |   | 2003
|                            |                      |                                        |         |          |   |      |         |          |   |     
|                            |                      |                                       
|                            |                      | (in thousands, except subscriber data)
|Other Data:                 |                      |                                        |         |          |   |      |         |          |   |      |         |          |   |  |         |          |   |  |         |         
|Subscribers (end of period) |                      |                                        | 195,204 |          |   |      | 446,401 |          |   |      | 685,653 |          |   |  | 830,159 |          |   |  | 894,659 |         
|Cash flows from:            |                      |                                        |         |          |   |      |         |          |   |      |         |          |   |  |         |          |   |  |         |         
|                            | Operating activities |                                        | $       | (61,071  | ) |      | $       | (22,253  | ) |      | $       | (3,514   | ) |  | $       | 54,090   |   |  | $       | 136,799  |  
|                            | Investing activities |                                        |         | (191,538 | ) |      |         | (346,444 | ) |      |         | (318,181 | ) |  |         | (236,637 | ) |  |         | (174,366 | )
|                            | Financing activities |                                        |         | 292,688  |   |      |         | 184,063  |   |      |         | 691,166  |   |  |         | 23,909   |   |  |         | (68,917  | )



---



|    |                                                                                                                                                                                                           
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Includes a gain of $10.9 and losses of $0.0,
    $0.2, $3.9 and $4.4 million on the sale of property and
    equipment for the years ended December 31, 1999, 2000,
    2001, 2002 and 2003, respectively.
|   
|(2) | Includes losses of $0.0, $0.0, $12.9, $5.4 and
    $2.0 million on our interest rate swap arrangements for the
    years end December 31, 1999, 2000, 2001, 2002 and 2003,
    respectively.              

21



---



##### 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 consolidated 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 consolidated
financial statements and the related notes contained elsewhere
in this report.

We are a leading provider of wireless
communications services in the southeastern United States. As of
December 31, 2003, our wireless communications licenses
covered 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 this 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 Triton. Since that time, we have expanded our
coverage area to include an additional 2.3 million
potential customers through acquisitions and license exchanges
with AT&T Wireless. As part of these 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
high-quality, innovative voice and data services with
coast-to-coast coverage and to benefit from roaming revenues
generated by AT&T Wireless and other carriers
wireless customers who roam into our covered area.

Our markets have attractive demographic
characteristics for wireless communications services and,
according to the U.S. Census Bureau, include 10 of the top
100 markets in the country with population densities that
are 80% greater than the national average. We currently provide
wireless voice and data services over two overlapping networks.
One network uses TDMA technology, which we have successfully
launched in all of our markets. The second network utilizes GSM/
GPRS technology, which is capable of providing enhanced voice
and data services. We have overlaid 1,184 of our cell sites with
GSM/ GPRS technology and have deployed two GSM/ GPRS switches.

Since we began offering service in our markets,
our subscriber base and total revenues have grown dramatically.
From our initial launch of personal communications services in
January 1999 to December 31, 2003, our subscriber base has
sustained continued growth year over year, with an additional
64,500 net subscribers added during the twelve months ended
December 31, 2003. As the result of our growing subscriber
base, total revenues have increased from $131.5 million for
the year ending December 31, 1999 to $810.1 million
for the year ending December 31, 2003. Revenues consist
primarily of monthly access, airtime, long distance and roaming
charges billed to our subscribers, equipment revenues generated
by the sale of wireless handsets and accessories to our
subscribers and roaming revenues generated by charges to other
wireless carriers for their subscribers use of our
network. Roaming minutes generated by non-Triton subscribers
increased from a monthly high of 16.5 million minutes in
1999 to a monthly high of 104.1 million minutes in 2003,
with total roaming minutes rising to 1.1 billion minutes in
2003, which represents a 15.3% increase over 2002. Our net loss
has increased from a loss of $149.4 million for the year
ended December 31, 1999 to a net loss of
$154.1 million for the year ended December 31, 2003.
The net loss increase is primarily due to debt extinguishment
costs incurred during the year ended December 31, 2003
related to the retirement of our old credit facility and our 11%
senior subordinated notes due 2011, offset primarily by
increased leverage on fixed costs. Our accumulated deficit
increased to $876.2 million as of December 31, 2003 as
a result of our net loss for the current year. Since the
inception of our personal communications services in January
1999, our long-term debt has increased from $465.7 million
to $1.4 billion as of December 31, 2003. This increase
is due primarily to the

22



---



##### Table of Contents



increased funding required to build-out our
network, which includes 2,267 TDMA cell sites and seven TDMA
switches and the continued overlay of this network with GSM/
GPRS technology.


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 ongoing 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. In accordance with Emerging Issues
    Task Force, or EITF, 00-21 Accounting for
    Revenue Arrangements with Multiple Deliverables, in a
    subscriber activation, the total proceeds are allocated to the
    associated deliverables. When equipment cost exceeds equipment
    revenue, referred to as equipment margin, the activation fee
    collected, up to the amount of the equipment margin, is
    recognized immediately as equipment revenue. Any subscriber
    activation fee collected in excess of the equipment margin is
    deferred and recognized over the estimated subscribers
    life. Equipment sales are a separate earnings process from other
    services we offer and are recognized upon delivery to the
    customer and reflect charges to customers for wireless handset
    equipment purchases.
|
| |  | We maintain allowances for doubtful accounts for
    estimated losses resulting from the inability of our subscribers
    to make required payments. If the financial condition of a
    material portion of our subscribers were to deteriorate,
    resulting in an impairment of their ability to make payments,
    additional allowances may be required.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | We write down our inventory for estimated
    obsolescence or unmarketable inventory equal to the difference
    between the cost of inventory and the estimated market value
    based upon assumptions about future demand and market
    conditions. If actual market conditions are less favorable than
    those we projected, additional inventory write-downs may be
    required.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|
| |  | We record a valuation allowance to reduce our
    deferred tax assets to the amount that is more likely than not
    to be realized. While we have considered future taxable income
    and ongoing prudent and feasible tax planning strategies in
    assessing the need for the valuation allowance, in the event we
    were to determine that we would be able to realize our deferred
    tax assets in the future in excess of its net recorded amount,
    an adjustment to the net 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 net 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                                                                                                                                                                                                                                                                                                                                                                                                                   

23



---



##### Table of Contents



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   | 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 determine 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.
|
| |  | We estimate the useful lives of our property,
    plant and equipment and our finite-lived intangible assets in
    order to calculate depreciation and amortization expense on
    these assets. We periodically evaluate our useful lives,
    considering such factors as industry trends, new technologies
    and significant changes in the manner of use of the assets or in
    the strategy for our overall business. The actual useful lives
    may be different then our estimated useful lives, which would
    thereby result in different carrying values of our property,
    plant, equipment and intangible assets. These evaluations could
    result in a change in our depreciable lives and, therefore, our
    depreciation and amortization expense in future periods.                                                                                               

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 service
    charges.
|
| |  | Equipment.We sell
    wireless personal communications handsets, data devices 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 and per kilobyte fees to other wireless
    telecommunications companies for their customers use of
    our network facilities to place and receive wireless services.
    In addition, our roaming revenue is contingent upon our roaming
    partners subscriber growth and their use of our network.                                                                                                                                                                                                                                

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. In addition, we
expect the growth of the wireless industry to continue, and as a
result, we expect roaming minutes to continue to increase, which
will be offset by contractual rate decreases that occurred
during 2003. As a result, we expect roaming revenue to remain
relatively flat through 2004.

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.

24



---



##### Table of Contents





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

Other expenses include:



| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Selling, General and
    Administrative.Our selling expense
    includes advertising and promotional costs, commission expense
    for our sales associates and agents and fixed charges such as
    store rent and retail associates salaries. General and
    administrative expense includes customer care, billing,
    financial services and bad debt, information technology,
    finance, accounting and legal services. Functions such as
    customer care, billing, finance, accounting and legal services
    are 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 Statement of
    Financial Accounting Standards, or 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.
|
| |  | Termination benefits and other related
    charges.For the year ended
    December 31, 2003, we recorded expenses related to a
    workforce reduction that occurred in January 2003. The expenses
    consisted primarily of one-time termination benefits and
    relocation expenses.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|
| |  | Non-cash Compensation.As of December 31, 2003, we
    recorded $34.8 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, 2003 consists of interest on our old credit
    facility, which was retired in June 2003, our 11% senior
    subordinated discount notes that were retired in July 2003, our
    9 3/8% senior subordinated notes due 2011, our 8 3/4%
    senior subordinated notes due 2011, and our 8 1/2% senior
    notes due 2013, net of capitalized interest. Interest expense is
    also recorded for commitment fees paid on the undrawn portion of
    our credit facility and the amortization of deferred costs
    incurred in the connection with our issuance of debt
    instruments. 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 did not qualify as hedges, which were retired in
    June 2003.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|
| |  | Debt extinguishment costs.For the year ended December 31,
    2003, we recorded expenses related to the retirement of our old
    credit facility and our 11% subordinated notes. These expenses
    consisted primarily of a premium paid to holders of the 11%
    subordinated notes who tendered their notes, tender offer fees
    and the write-off of deferred financing costs.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      

25



---



##### Table of Contents





| |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Income Tax Expense.Income tax expense primarily includes non-cash tax adjustments
    resulting from Triton having to establish a valuation allowance
    against its deferred tax assets, as Triton is no longer able to
    reasonably estimate the period of reversal for deferred tax
    liabilities related to licensing costs as the result of the
    adoption of SFAS No. 142. As a result, we may not rely on
    the reversal, if any, of deferred tax liabilities associated
    with licensing costs as a means to realize our deferred tax
    assets, which primarily represent net operating loss
    carryforwards. Additionally, due to a lack of earnings history,
    we cannot rely, for accounting purposes, on forecasts of future
    earnings as a means to realize our deferred tax assets.
    Accordingly, we have determined that, pursuant to the provisions
    of SFAS No. 109, deferred tax valuation allowances are
    required on those deferred tax assets.

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

Results of Operations



| |                                                                              
| | -----------------------------------------------------------------------------
| | Year ended December 31, 2003 compared
    to the year ended December 31, 2002

Net subscriber additions were 64,500 for the year
ended December 31, 2003, bringing our total subscribers to
894,659 as of December 31, 2003, an increase of 7.8% over
our subscriber total as of December 31, 2002. Our strategy
of shifting our channel mix to more cost-effective,
company-owned retail locations and strategically-aligned agents
adversely impacted new subscriber additions, as several
inefficient agent relationships were terminated. New subscriber
additions were also impacted by the bankruptcy of our largest
independent agent during the third quarter of 2003. This
independent agent historically had contributed approximately 8%
to 10% of our monthly gross subscriber additions. Collectively,
the loss of these agents resulted in the gross subscriber
additions shortfall as compared to the prior year. During the
year ended December 31, 2003, 100% of our gross subscriber
additions were on a one or two year service contract.

Subscriber churn was 2.31% and 2.16% for the
years ended December 31, 2003 and 2002, 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.

The FCC mandated that wireless carriers provide
for local number portability (LNP) in certain
markets by November 24, 2003 and by May 24, 2004 in
all remaining markets. Six of our thirty-seven markets were
included in the November 24, 2003 deadline. LNP allows
subscribers to keep their wireless phone number when switching
to a different service provider. LNP did not have a material
impact on subscriber churn in 2003, but we anticipate that
number portability could increase churn in the future.

Average revenue per user, or ARPU, was
$55.78 and $56.07 for the years ended December 31, 2003 and
2002, respectively. ARPU reflects the average amount billed to
subscribers based on rate plan offerings. ARPU is exclusive of
service revenue credits made to retain existing subscribers of
$0.72 and $0.93 for the years ended December 31, 2003 and
2002, respectively. ARPU is calculated by dividing service
revenue, excluding service revenue credits made to existing
subscribers, by our average subscriber base for the respective
period. For more details regarding our calculation of ARPU,
refer to Reconciliation of Non-GAAP Financial
Measures below.

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 ARPU decrease of $0.29, or
0.5%, was primarily the result of a change in our rate plan mix,
as many existing high ARPU subscribers migrated to the UnPlan to
take advantage of that plans unlimited minutes for calls
from the subscribers local calling area at a lower monthly
cost. We believe that most high-ARPU subscribers who will
migrate to the UnPlan have

26



---



##### Table of Contents



done so. The shift in rate plan mix was largely
offset by price increases. Anticipated new product offerings in
the pay-in-advance and prepaid markets, which may be at lower
price points, could cause ARPU to decline over time.


Total revenue increased 13.1% to
$810.1 million for the year ended December 31, 2003
from $716.0 million for the year ended December 31,
2002. Service revenue for the year ended December 31, 2003
was $576.4 million, an increase of $74.0 million or
14.7%, compared to $502.4 million for the year ended
December 31, 2002. The increase in service revenue was due
primarily to growth of subscribers, partially offset by a slight
decrease in ARPU. We expect subscriber growth to continue, and
hence, we expect service revenue to continue to increase.
Roaming revenue was $180.3 million for the year ended
December 31, 2003, an increase of $4.9 million, or
2.8%, compared to $175.4 million for the year ended
December 31, 2002. The net increase in roaming revenue was
the result of increased roaming minutes of use resulting from
the expansion of our network, the implementation of roaming
agreements with such carriers as Cingular Wireless and the
overall growth in the wireless industry, partially offset by any
reductions in roaming rates contractually agreed to with other
carriers. Roaming minutes for the year ended December 31,
2003 were 1.1 billion, which represents a 15.3% increase
over the year ended December 31, 2002. We expect the growth
of the wireless industry to continue, and as a result, we expect
roaming minutes to continue to increase, which will be offset by
contractual rate decreases that occurred during 2003. As a
result, we expect roaming revenue to remain relatively flat in
the foreseeable future. Equipment revenue was $53.4 million
for the year ended December 31, 2003, an increase of
$15.2 million or 39.8%, compared to $38.2 million for
the year ended December 31, 2002. Equipment revenue
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 transaction. The
equipment revenue increase was due primarily to an increase in
handset sales to existing subscribers and an increase in the
sale of excess subscriber returned handsets to third party
wholesalers and resellers. In addition, on July 1, 2003, we
adopted EITF 00-21 Accounting for Revenue Arrangements
with Multiple Deliverables, which requires that the total
revenue proceeds of a transaction be allocated to the associated
deliverables. When equipment cost exceeds equipment revenue,
referred to as equipment margin, in a subscriber activation
transaction, the activation fee collected up to the amount of
the equipment margin, is recognized immediately as equipment
revenue. Previously, this activation revenue was deferred and
recognized over the average life of a subscriber.

Cost of service (excluding amortization,
depreciation and non-cash compensation) was $244.2 million
for the year ended December 31, 2003, an increase of
$32.0 million or 15.1%, compared to $212.2 million for
the year ended December 31, 2002. The increase was related
to a higher volume of traffic on our network driven by rate plan
offerings and subscriber growth as well as higher roaming
minutes of use. As a result of the variable components of cost
of service, such as interconnect and toll, our cost of service
may increase in conjunction with anticipated subscriber growth.
Cost of service as a percentage of revenue, excluding equipment
revenue, was 32.3% and 31.3% for the years ended
December 31, 2003, and 2002, respectively. The increase of
1.0% was primarily attributable to increased costs to operate
our GSM/ GPRS network and to expand and maintain our wireless
network to support an increased number of minutes of use on our
TDMA network. Cost of service as a percentage of revenue,
excluding equipment revenue, may decline in the future as we
continue to leverage our fixed cost of service against increased
revenue.

Cost of equipment was $104.6 million for the
year ended December 31, 2003, an increase of
$20.2 million or 23.9%, compared to $84.4 million for
the year ended December 31, 2002. Cost of equipment
includes the cost associated with the sale of a handset or
handset accessories to new and existing subscribers. The cost of
equipment increase was due primarily to an increase in handset
sales to existing subscribers, as well as increased sales of
excess subscriber returned handsets to third party wholesaler
and resellers.

Selling, general and administrative expenses
(excluding amortization, depreciation and non-cash compensation)
were $235.8 million for the year ended December 31,
2003, a decrease of $17.5 million, or 6.9%, compared to
$253.3 million for the year ended December 31, 2002.
Selling expenses decreased by $7.4 million or 6.8%,
primarily due to lower fixed costs resulting from the
streamlining of our operations

27



---



##### Table of Contents



during the first quarter of 2003 as well as
decreased spending on advertising and promotions in 2003.
General and administrative expenses decreased by
$10.1 million or 7.0%, primarily due to decreased bad debt
expense, which was $8.5 million and $18.9 million for
the year ended December 31, 2003 and 2002, respectively. As
a result of the variable components of selling, general and
administrative expense, such as customer care personnel and
billing costs, our selling, general and administrative expenses
may increase in conjunction with anticipated subscriber growth.
General and administrative expenses as a percentage of revenue,
excluding equipment revenue, was 17.8% and 21.4% for the years
ended December 31, 2003 and 2002, respectively. The decrease of
3.6% is primarily attributable to increased customer care
efficiency and focused collection efforts, which controlled bad
debt expense, and increased leverage of other fixed costs.
General and administrative expense as a percentage of revenue,
excluding equipment revenue, may decline in the future as we
continue to further leverage our fixed general and
administrative costs, such as headcount and rent expense,
against increased revenue.


Cost per Gross Addition, or CPGA, was $437
and $421 for the years ended December 31, 2003 and 2002,
respectively. The CPGA increase of $16, or 3.8%, was primarily
the result of increased equipment margin due to equipment
promotions we offered and decreased leverage on fixed
acquisition costs such as store rent expense and sales and
marketing overhead costs, as the result of lower gross
subscriber additions, partially offset by the streamlining of
our operations in the first quarter of 2003. CPGA is calculated
by dividing the sum of equipment margin for handsets sold to new
subscribers (equipment revenue less cost of equipment, which
costs have historically exceeded the related revenue) and
selling expenses related to adding new subscribers by total
gross subscriber additions during the relevant period. Retail
customer service expenses and the equipment margin on handsets
sold to existing subscribers, including handset upgrade
transactions, are excluded, as these costs are incurred
specifically for existing subscribers. For more details
regarding our calculation of CPGA, refer to Reconciliation
of Non-GAAP Financial Measures below.

Termination benefits and other related costs were
$2.7 million for the year ended December 31, 2003.
Theses expenses, which consisted primarily of severance and
relocation costs, resulted from the streamlining of our
operations during January 2003. There were no termination
benefits and other related costs for the year ended
December 31, 2002. We expect that the termination benefits
will result in approximately $10.0 million of savings in
each subsequent fiscal year.

Non-cash compensation expense was
$28.8 million for the year ended December 31, 2003, an
increase of $7.4 million or 34.6%, compared to $21.4
million for the year ended December 31, 2002. Non-cash
compensation represents the amortization of restricted stock,
valued at the date of grant, over the applicable vesting period.
The increase is attributable to the vesting of an increased
number of restricted shares of our Class A common stock
awarded to management in prior years. The increase in the number
of vested restricted shares was primarily the result of the
acceleration of a portion of our retired Chief Operating
Officers restricted shares in accordance with his
retirement agreement.

Depreciation and amortization expenses were
$153.1 million for the year ended December 31, 2003,
an increase of $18.1 million or 13.4%, compared to
$135.0 million for the year ended December 31, 2002.
The increase relates primarily to increased depreciation expense
due to the growth in our depreciable asset base resulting from
capital expenditures. In addition, we recognized a
$4.4 million loss in connection with the disposal of
certain cell site equipment deemed to be obsolete during the
year ended December 31, 2003. For the year ended
December 31, 2002, there was a $3.9 million loss
recognized in connection with managements decision not to
complete the construction of certain cell sites. Depreciation
will continue to increase as additional portions of our network
are placed into service and the GPRS/ GSM overlay is completed.

Interest expense was $141.2 million, net of
capitalized interest of $1.7 million, for the year ended
December 31, 2003. Interest expense was $144.1 million, net
of capitalized interest of $4.2 million, for the year ended
December 31, 2002. The decrease of $2.9 million, or
2.0%, relates primarily to a decrease of $24.8 million of
interest expense on our 11% subordinated notes, which were
repurchased in July 2003, and a decrease of $14.2 million
of interest expense on our former bank credit facility, which
was retired in

28



---



##### Table of Contents



June of 2003, partially offset by an increase of
$32.9 million of interest expense related to our June 2003
private placement of $725.0 million aggregate principal
amount of 8 1/2% senior notes, a decrease of
$2.5 million in capitalized interest for the year ended
December 31, 2003 and $0.7 million of accreted
interest expense related to an asset retirement obligation for
our leased facilities recorded in accordance with SFAS
No. 143 Accounting for Obligations Associated with
the Retirement of Long-Lived Assets.


We had a weighted average interest rate of 9.06%
for the year ended December 31, 2003, on our average
borrowings under our former and current bank credit facility and
our average obligation for our senior and subordinated debt, as
compared with the 9.69% weighted average interest rate for the
year ended December 31, 2002.

Other expense was $2.9 million and
$7.7 million for the years ended December 31, 2003 and
2002, respectively. The decrease of $4.8 million, or 62.3%,
relates primarily to a decrease in the loss on our former
interest rate swap derivative instruments, which were
extinguished in June of 2003. Loss on derivative instruments was
$2.0 million and $5.4 million for the year ended
December 31, 2003 and 2002, respectively.

Debt extinguishment costs were $41.2 million
for the year ended December 31, 2003. These expenses, which
consisted primarily of tender offer premium, tender offer fees
and the write-off of deferred financing costs, resulted from the
repurchase of $512.0 million aggregate principal amount of
our 11% subordinated notes and repayment of all outstanding
borrowings under our former bank credit facility. There were no
debt extinguishment costs for the year ended December 31,
2002.

Interest and other income was $2.3 million
for the year ended December 31, 2003, a decrease of
$4.0 million, or 63.5%, compared to $6.3 million for
the year ended December 31, 2002. The decrease was due
primarily to lower average interest rates on lower average cash
balances.

Income tax expense was $11.9 million for the
year ended December 31, 2003, a decrease of
$12.8 million, or 51.8%, compared to $24.7 million for
the year ended December 31, 2002. The decrease was due
primarily to a non-cash tax adjustment in the first quarter of
2002 to establish a valuation allowance against our deferred tax
assets, as we are no longer able to reasonably estimate the
period of reversal, if any, for deferred tax liabilities related
to licensing costs as the result of the adoption of
SFAS No. 142. We will continue to incur deferred tax
expense as additional deferred tax liabilities associated with
the amortization of the tax basis of our FCC licenses are
incurred.

Net loss was $154.1 million and
$160.5 million for the years ended December 31, 2003
and 2002, respectively. The net loss decrease of $6.4 million,
or 4.0% resulted primarily from the items discussed above.



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

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. 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 the UnPlan to take

29



---



##### Table of Contents



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. The equipment revenues
increase was due primarily to an increase in the sale of phone
upgrades to existing subscribers.

Cost of service (excluding amortization,
depreciation and non-cash compensation) 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 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 of a handset or
handset accessories to new and existing subscribers. 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
(excluding amortization, depreciation and non-cash compensation)
were $253.3 million for the year ended December 31,
2002, an increase of $24.8 million, or 10.9%, compared to
$228.5 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 $21.5 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 21.4% and 24.0% for the years ended
December 31, 2002 and 2001, respectively. The decrease of
2.6% is primarily attributable to increased customer care
efficiency and increased leverage on other fixed costs.

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 our Class A common stock awarded to
management in prior years.

Depreciation and amortization expenses were
$135.0 million for the year ended December 31, 2002,
an increase of $8.3 million or 6.6%, compared to
$126.7 million for the year ended December 31, 2001.
The increase relates primarily to increased depreciation expense
due to the growth in our depreciable asset base resulting from
capital expenditures, partially offset by the effect of ceasing
amortization on our FCC licenses in accordance with SFAS 142. 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.

30



---



##### Table of Contents



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.

Income tax expense was $24.7 million for the
year ended December 31, 2002, an increase of
$23.6 million compared to $1.1 million for the year
ended December 31, 2001. The increase was due primarily to
non-cash tax adjustments to establish a valuation allowance
against our deferred tax assets as we are no longer able to
reasonably estimate the period of reversal, if any, for deferred
tax liabilities related to licensing costs as the result of the
adoption of SFAS No. 142 on January 1, 2002. As a
result, we may not rely on the reversal of deferred tax
liabilities associated with licensing costs as a means to
realize our deferred tax assets, which primarily represent net
operating loss carryforwards. Additionally, due to a lack of
earnings history, we cannot rely, for accounting purposes, on
forecasts of future earnings as a means to realize our deferred
tax assets. Accordingly, we have determined that, pursuant to
the provisions of SFAS No. 109, deferred tax valuation
allowances are required on those deferred tax assets.

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

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 believe that cash on hand and available credit
facility borrowings will be sufficient to meet our projected
capital requirements through 2004. 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.
If necessary, we may need to access external sources of capital
including the issuance of public equity or debt securities. Our
need to obtain additional cash from external

31



---



##### Table of Contents



sources will be impacted by our ability to reduce
costs and to continue to achieve subscriber and revenue growth.
In January 2003, we completed a reduction in our workforce,
eliminating 157 positions, which we expect to result in
approximately $10.0 million of operating cost reductions
during 2004.




| |              
| | -------------
| | Capital Needs

We currently anticipate that our future capital
needs will principally consist of funds required for:



| |   |                                                                                           
| | - | ------------------------------------------------------------------------------------------
| |  | capital expenditures to expand and enhance our
    network;                               
|
| |  | operating expenses related to our network;                                                
|
| |  | operating expenses related to the acquisition and
    retention of subscribers;           
|
| |  | debt service requirements related to our
    long-term debt and capital lease obligations;
|
| |  | preferred stock dividends;                                                                
|
| |  | potential material increases in the cost of
    compliance with regulatory mandates; and  
|
| |  | other general corporate expenditures.                                                     

We expect capital expenditures and the
acquisition of FCC licenses, which were made historically to
enhance and expand our wireless network in order to increase
capacity and to satisfy subscriber needs and competitive
requirements, to continue to decrease as we complete the overlay
of our GSM/ GPRS network by the middle of 2004. Although we
anticipate an overall decrease in capital expenditures as the
result of the completion of our GSM/ GPRS overlay, we will
continue to upgrade our network capacity and service quality to
support our anticipated subscriber needs and growth. We estimate
that capital expenditures will be approximately
$100.0 million to $110.0 million for 2004.



| |                  
| | -----------------
| | Capital Resources

As of December 31, 2003, our capital
resources included $106.0 million of cash and
$100.0 million of available credit facility borrowings,
resulting in total liquidity of $206.0 million to fund our
operations. Historically, we have been unable to fund our
capital expenditures and license acquisition costs with the cash
generated by our operating activities. Therefore, we have met
the cash needs of our business principally by raising capital
from issuances of debt and equity securities. To the extent we
can generate sufficient cash flow from our operating activities,
we will be able to use less of our available liquidity and will
have less, if any, need to raise capital from the capital
markets. To the extent we generate lower cash flow from our
operating activities, we will be required to use more of our
available liquidity to fund operations or raise additional
capital from the capital markets. We may be unable to raise
additional capital on acceptable terms, if at all. Our ability
to generate cash flow from operating activities is dependent
upon, among other things:



| |   |                                                                                                                                                        
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | the amount of revenue we are able to generate
    from our customers;                                                                                  
|
| |  | the amount of operating expenses required to
    provide our services;                                                                                 
|
| |  | the cost of acquiring and retaining customers,
    including the subsidies we incur to provide handsets to both our
    new and existing customers; and
|
| |  | our ability to continue to grow our customer base.                                                                                                     

Preferred Stock.As
part of our joint venture agreement with AT&T Wireless, we
issued 732,371 shares of 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. Through December 31, 2003, all such dividends
have been deferred. Holdings board of directors has
declared a cash dividend payment with respect to the
Series A preferred stock for the first quarter of 2004. The

32



---



##### Table of Contents



Board will consider Series A dividends on a
quarter-by-quarter basis. 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
June 12, 2003, Triton PCS retired its previously existing
bank credit facility with a portion of the net proceeds from the
private sale of its 8 1/2% senior notes due 2013 and
entered into a new revolving credit facility. The current credit
facility provides for up to $100.0 million in revolving
loans. All loans made under the current credit facility will be
due on June 30, 2008 and will be senior in right of payment
to all of Triton PCS senior and senior subordinated debt.
As of September 29, 2003, Triton PCS entered into a first
amendment to clarify that it is permitted to enter into interest
rate swap arrangements. As of December 31, 2003, Triton PCS
had no outstanding borrowings under the current credit facility.
In connection with the retirement of the former credit facility,
Triton PCS recognized deferred financing costs of approximately
$3.7 million.

The retirement of the former credit facility
required Triton PCS to terminate its former interest rate swaps.
As a result, Triton PCS extinguished all 13 of its former swaps
in effect at that time, which had a total notional amount of
$480.0 million, for aggregate cash consideration of
$23.7 million, which amount included accrued and unpaid
interest through the termination date. In the fourth quarter of
2003, Triton PCS entered into three new interest rate swaps,
which have a total notional amount of $155.0 million
dollars. In addition, Triton PCS entered into another interest
swap in March 2004, which has a notional amount of
$115.0 million. See Item 7A, Quantitative and
Qualitative Disclosures About Market Risk, for additional
information regarding the current swaps.

The terms of the current credit facility will
permit Triton PCS, subject to various terms and conditions,
including compliance with specified financial covenants, to draw
up to the remaining amount available under the current credit
facility to finance working capital requirements, capital
expenditures, permitted acquisitions and for other corporate
purposes. Borrowings under the current credit facility are
subject to customary terms and conditions. As of
December 31, 2003, we were in compliance with all such
covenants.

Senior Notes.On
June 13, 2003, Triton PCS completed the private sale of
$725.0 million principal amount of its 8 1/2% Senior
Notes due 2013 under rule 144 and Regulation S of the
Securities Act. The 8 1/2% notes are guaranteed on a senior
basis by all of the subsidiaries of Triton PCS, other than
Triton PCS Property Company L.L.C. and Triton PCS License
Company L.L.C. (Triton PCS indirect subsidiaries that hold
its real estate interests and FCC licenses, respectively). In
addition, Holdings is not a guarantor of the 8 1/2% notes.
The indenture for the 8 1/2% notes contains customary
covenants, including covenants that limit our subsidiaries
ability to pay dividends to us, make investments and incur debt.
The 8 1/2% notes are effectively subordinated in right of
payment to all of Triton PCS senior secured debt,
including the current credit facility. The net proceeds of the
offering, after deducting the initial purchasers discount
and estimated expenses of $14.5 million, were approximately
$710.5 million. These net proceeds were used to retire our
former credit facility and to repurchase Triton PCS then
outstanding $512.0 million aggregate principal amount of
11% senior subordinated discount notes due 2008. On
July 18, 2003, Triton PCS closed its registered exchange
offer of $725.0 million principal amount of its 8 1/2%
notes due 2013 for $725.0 million principal amount of its
newly issued 8 1/2% notes due 2013, which have been
registered under the Securities Act.

Senior Subordinated Notes.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 on a subordinated basis by all of the
subsidiaries of Triton PCS, other than Triton PCS

33



---



##### Table of Contents



Property Company L.L.C. and Triton PCS License
Company L.L.C. In addition, Holdings is not a guarantor of the
9 3/8% notes. The indenture for the notes contains
customary covenants, including covenants that limit our
subsidiaries ability to pay dividends to us, make
investments and incur debt. The indenture also contains
customary events of default. On June 15, 2001, Triton PCS
closed its registered exchange offer of $350.0 million
principal amount of its 9 3/8% senior subordinated notes
due 2011 for $350.0 million principal amount of its newly
issued 9 3/8% senior subordinated notes due 2011, which
have been registered under the Securities Act.


On November 14, 2001, Triton PCS completed
the private placement of $400.0 million principal amount of
8 3/4% senior subordinated notes due 2011 under
Rule 144A and Regulation S of the Securities Act. The
proceeds of the offering, after deducting the initial
purchasers discount and estimated expenses, were
approximately $390.0 million. The 8 3/4% senior
subordinated notes due 2011 are guaranteed on a subordinated
basis by all of the subsidiaries of Triton PCS, other than
Triton PCS Property Company L.L.C. and Triton PCS License
Company L.L.C. In addition, Holdings is not a guarantor of the
8 3/4% notes. 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.

On May 30, 2003, Triton PCS commenced a
tender offer to purchase any and all of its then outstanding
$512.0 million aggregate principle amount 11% subordinated
notes. On June 13, 2003, Triton PCS used a portion of the
proceeds from the sale of its 8 1/2% notes to purchase
approximately $408.6 million principal amount of 11%
subordinated notes deemed to have been validly tendered pursuant
to the tender offer for aggregate cash consideration of
approximately $438.3 million, representing the tender offer
consideration plus accrued and unpaid interest from the last
interest payment date to, but excluding, June 13, 2003. In
accordance with the terms of the indenture governing the 11%
subordinated notes, Triton PCS redeemed the remaining
$103.4 million aggregate principal amount of outstanding
11% subordinated notes on July 14, 2003, the redemption
date, for $111.4 million in the aggregate, which amount
consisted of a redemption price of 105.5% of the principal
amount of the 11% subordinated notes plus accrued and unpaid
interest to, but not including, the redemption date. In
connection with the repurchase of and redemption of the 11%
subordinated notes, Triton PCS incurred total costs of
approximately $37.5 million for the year ended
December 31, 2003, which primarily included the tender
offer premium, tender offer fee and write-off of deferred
financing costs related to the 11% subordinated notes.

Credit Ratings.Our
credit ratings impact our ability to obtain short and long-term
financing and the cost of such financing. In determining our
credit ratings, the rating agencies consider a number of
factors, including our profitability, operating cash flow, total
debt outstanding, interest requirements, liquidity needs and
availability of liquidity. Other factors considered may include
our business strategy, the condition of our industry and our
position within the industry. Although we understand that these
are among the factors considered by the rating agencies, each
agency might calculate and weigh each factor differently. A
rating is not a recommendation to buy, sell or hold a security,
and ratings are subject to revision at any time by the assigning
agency.

Our credit ratings as of December 31, 2003
were as follows:

|                  |  |             |    |              |  |         |    |  |  |  |          | 
|----------------- |  | ----------- | -- | ------------ |  | ------- | -- |  |  |  | -------- | 
|                  |  | Senior      |    | Subordinated |  |        
|Rating Agency     |  | Debt Rating |    | Debt Rating  |  | Outlook
|                  |  |             |    |              |  |        
|Moodys           |  |             | B2 |              |  |         | B3 |  |  |  | Negative | 
|Standard & Poors |  |             | B+ |              |  |         | B- |  |  |  | Negative | 

More information about Moodys and Standard
and Poors ratings generally can be found at their
respective websites at http://www.moodys.com and
http://www.standardandpoors.com. The information at these websites is
not part of this annual report, has not been reviewed or verified by us and
is referenced for information purposes only.

34



---



##### Table of Contents



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.



| |                     
| | --------------------
| | Historical Cash Flow

As of December 31, 2003, we had
$106.0 million in cash and cash equivalents, as compared to
$212.5 million in cash and cash equivalents at
December 31, 2002. Net working capital was
$51.9 million at December 31, 2003 and
$172.1 million at December 31, 2002. Cash provided by
operating activities was $136.8 million for the year ended
December 31, 2003, an increase of $82.7 million, or
152.9%, compared to $54.1 million for the year ended
December 31, 2002. The increase in cash provided by
operating activities was primarily due to a lower use of cash
for working capital, which resulted predominantly from improved
collection efforts related to our accounts receivable, improved
management of handset models and levels of inventory in our
retail stores and warehouse, and more efficient monitoring of
our accounts payable. Cash used by investing activities was
$174.4 million for the year ended December 31, 2003, a
decrease of $62.2 million, or 26.3%, compared to
$236.6 million for the year ended December 31, 2002.
The decrease in cash used by investing activities was primarily
related to a decrease in capital expenditures of
$20.0 million and a decrease in FCC license acquisitions of
$85.3 million, partially offset by a decrease in the net
repayment from Lafayette Communications Company, LLC, a
non-consolidated entity, of $43.8 million. Net cash used in
financing activities was $68.9 million for the year ended
December 31, 2003 as compared to net cash provided by
financing activities of $23.9 million for the year ended
December 31, 2002. The decrease in net cash provided by
financing activities of $92.8 million, or 388.3%, was due
primarily to the repayment of our former credit facility and our
11% subordinated notes, which totaled $720.0 million, as
well as debt extinguishment costs and interest rate swap
extinguishment payments, which totaled $51.7 million,
related to the retirement of the former credit facility and our
11% subordinated notes. In addition, net drawdowns on our credit
facility decreased by $23.0 million as compared to the year
ended December 31, 2002. These decreases in cash provided
by financing activities were partially offset by proceeds of
$710.5 million received from the issuance of our
8 1/2% senior notes during 2003.

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. Cash provided by
operating activities was $54.1 million for the year ended
December 31, 2002, an increase of $57.6 million
compared to $3.5 million of cash used in operating
activities for the year ended December 31, 2001. The
increase was primarily due to improved performance of our
operations resulting from our achievement of certain economies
of scale and from the growth in our customer base. Cash used in
investing activities was $236.6 million for the year ended
December 31, 2002, a decrease of $81.6 million, or
25.6%, compared to $318.2 million for the year ended
December 31, 2001. The decrease in cash used in investing
activities was primarily related to a decrease in capital
expenditures of $48.8 million, a decrease in investments in
and advances to non-consolidated entities of $85.6 million
and an increase in repayments from non-consolidated entities of
$57.9 million. These decreases were partially offset by
increased payments for FCC license acquisitions of
$113.7 million, which were made as part of our preparation
for our GSM/ GPRS network overlay. Capital expenditures were
made to enhance and expand our wireless network in order to
increase capacity and to satisfy subscriber needs and
competitive requirements. Cash provided by financing activities
was $23.9 million for the year ended December 31,
2002, a decrease of $667.3 million, or 96.5%, compared to
$691.2 million for the year ended December 31, 2002.
This decrease was predominantly the result of decreases in debt
and equity issuances, which were $729.0 million and $106.7,
respectively, for the year ended December 31, 2001. These
decreases in net cash provided by financing activities were
partially offset by a decrease in the net repayment of our
former credit facility of $170.7 million year over year.

35



---



##### Table of Contents





| |                                                       
| | ------------------------------------------------------
| | Contractual Obligations and Commercial
    Commitments

The table below sets forth our best estimates as
to the amounts and timing of future contractual payments for our
contractual obligations as of December 31, 2003. These
disclosures are also included in the notes to the consolidated
financial statements, and the relevant footnotes are
cross-referenced in the table below. The information in the
table reflects future unconditional payments and is based upon,
among other things, the terms of the relevant agreements and
appropriate classification of items under accounting principles
generally accepted in the United States, or GAAP,
currently in effect. Future events, including additional
issuances of our securities and refinancing of those securities,
could cause actual payments to differ significantly from these
amounts.

|                                   |  |                           |           |           |  |           |         |           |  |          |         |           |  |   |         |  |  |   |           |  |  |  |    | 
|---------------------------------- |  | ------------------------- | --------- | --------- |  | --------- | ------- | --------- |  | -------- | ------- | --------- |  | - | ------- |  |  | - | --------- |  |  |  | -- | 
|                                   |  |                           |           |          
|                                   |  | Payments Due by Period(1) |           |          
|                                   |  | (dollars in thousands)    |           |          
|                                   |  |                           |           |          
|                                   |  |                           |           | Less than |  |           |         | After 5   |  | Footnote
|Contractual Obligation             |  | Total                     |           | 1 year    |  | 1-2 years |         | 3-5 years |  | Years    |         | Reference
|                                   |  |                           |           |           |  |           |         |           |  |          |         |          
|Long-term debt(2)                  |  | $                         | 1,442,879 |           |  | $         |        |           |  | $        |        |           |  | $ |        |  |  | $ | 1,442,879 |  |  |  | 7  | 
|Capital lease obligations(3)       |  |                           | 2,353     |           |  |           | 1,444   |           |  |          | 906     |           |  |   | 3       |  |  |   |          |  |  |  | 7  | 
|Interest obligations(4)            |  |                           | 1,111,531 |           |  |           | 129,438 |           |  |          | 258,875 |           |  |   | 388,312 |  |  |   | 334,906   |  |  |  | 7  | 
|Preferred stock dividends(5)       |  |                           | 139,109   |           |  |           | 3,508   |           |  |          |        |           |  |   | 135,601 |  |  |   |          |  |  |  | 12 | 
|Operating leases(6)                |  |                           | 308,994   |           |  |           | 48,254  |           |  |          | 75,695  |           |  |   | 71,181  |  |  |   | 113,864   |  |  |  | 11 | 
|Purchase obligations(7)            |  |                           | 26,468    |           |  |           | 25,656  |           |  |          | 812     |           |  |   |        |  |  |   |          |  |  |  | 11 | 
|                                   |  |                           |           |           |  |           |         |           |  |          |         |           |  |   |         |  |  |   |           |  |  |  |    | 
|Total cash contractual obligations |  | $                         | 3,031,334 |           |  | $         | 208,300 |           |  | $        | 336,288 |           |  | $ | 595,097 |  |  | $ | 1,891,649 |  |  |  |    | 



---



|    |                                                                                                                                                                                                                                                                                                  
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1) | Payments are included in the period by which they
    are contractually required to be made. Actual payments may be
    made prior to the contractually required date.                                                                                                                           
|   
|(2) | Amounts are equal to the annual maturities of our
    long-term debt.                                                                                                                                                                                                                            
|   
|(3) | Amounts are equal to the annual maturities of our
    capital lease obligations.                                                                                                                                                                                                                 
|   
|(4) | Amounts are equal to total interest payments on
    our 8 1/2% , 8 3/4% and 9 3/8% notes, and assume
    the notes are repaid and not refinanced at maturity. Amounts
    exclude any adjustments related to our interest rate swap
    agreements or potential drawdowns on our credit facility.
|   
|(5) | Represents our commitments associated with
    cumulative dividends payable on our Series A preferred
    stock on June 30, 2008, adjusted to reflect the dividend
    declared for the first quarter of 2004.                                                                                   
|   
|(6) | Represents our commitments associated with
    operating leases as of December 31, 2003. Payments due
    reflect fixed rent expense.                                                                                                                                                            
|   
|(7) | Amounts represent unconditional purchase
    obligations for network equipment and software related to our
    GSM/ GPRS overlay, as well as certain committed amounts for the
    support of our administrative systems.                                                                        

We are a party to various arrangements that are
conditional in nature and obligate us to make payments only upon
the occurrence of certain events, such as the delivery of
functioning software or products. Because it is not possible to
predict the timing or amounts that may be due under these
conditional arrangements, no amounts have been included in the
table above.



| |                                   
| | ----------------------------------
| | Off Balance Sheet
    Arrangements

As of December 31, 2003, we had no off
balance sheet arrangements.



| |                                                  
| | -------------------------------------------------
| | Reconciliation of Non-GAAP Financial
    Measures

We utilize certain financial measures that are
not calculated in accordance with GAAP, to assess our financial
performance. A non-GAAP financial measure is defined as a
numerical measure of a companys financial performance that
(i) excludes amounts, or is subject to adjustments that
have the effect of

36



---



##### Table of Contents



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, other
than cash cost per user, appear above under Results of
Operations. A brief description of the calculation of each
measure is included where the particular measure is first
discussed. Our method of computation may or may not be
comparable to other similarly titled measures of other
companies. The following tables reconcile our non-GAAP financial
measures with our financial statements presented in accordance
with GAAP.


|                                |                              |                                     |         |         |  |      |         |         |  |   |         |         | 
|------------------------------- | ---------------------------- | ----------------------------------- | ------- | ------- |  | ---- | ------- | ------- |  | - | ------- | ------- | 
|                                |                              |                                    
|                                |                              | Year Ended December 31,            
|                                |                              |                                    
|Average revenue per user (ARPU) |                              | 2001                                |         | 2002    |  | 2003
|                                |                              |                                     |         |         |  |     
|                                |                              |                                    
|                                |                              | (Dollars in thousands, except ARPU)
|Service revenue                 |                              | $                                   | 387,381 |         |  | $    | 502,402 |         |  | $ | 576,359 |        
|                                | Subscriber retention credits |                                     |         | 8,771   |  |      |         | 8,510   |  |   |         | 7,512   | 
|                                |                              |                                     |         |         |  |      |         |         |  |   |         |        
|                                | Adjusted service revenue     |                                     |         | 396,152 |  |      |         | 510,912 |  |   |         | 583,871 | 
|                                | Average subscribers          |                                     |         | 561,619 |  |      |         | 759,279 |  |   |         | 872,250 | 
|ARPU                            |                              | $                                   | 58.78   |         |  | $    | 56.07   |         |  | $ | 55.78   |        

We believe ARPU, which calculates the average
service revenue billed to an individual subscriber, is a useful
measure to evaluate our past billable service revenue and to
assist in forecasting our future billable service revenue. ARPU
is exclusive of service revenue credits made to retain existing
subscribers, as these are discretionary reductions of the amount
billed to a subscriber. We have no contractual obligation to
issue these credits; therefore, ARPU reflects the amount
subscribers have contractually agreed to pay us based on their
specific usage pattern. ARPU is calculated by dividing service
revenue, exclusive of service revenue credits made to existing
subscribers, by our average subscriber base for the respective
period. For quarterly periods, average subscribers is calculated
by adding subscribers at the beginning of the quarter to
subscribers at the end of the quarter and dividing by two; for
year-to-date periods, average subscribers is calculated by
adding the average subscriber amount calculated for the
quarterly periods during the period and dividing by the number
of quarters in the period.

|                                |                     |                                     |         |         |  |      |         |         |  |   |         |         | 
|------------------------------- | ------------------- | ----------------------------------- | ------- | ------- |  | ---- | ------- | ------- |  | - | ------- | ------- | 
|                                |                     |                                    
|                                |                     | Year Ended December 31,            
|ARPU, plus roaming revenue less |                     |                                    
|subscriber retention costs      |                     | 2001                                |         | 2002    |  | 2003
|                                |                     |                                     |         |         |  |     
|                                |                     |                                    
|                                |                     | (Dollars in thousands, except ARPU)
|Service revenue                 |                     | $                                   | 387,381 |         |  | $    | 502,402 |         |  | $ | 576,359 |        
|Roaming revenue                 |                     |                                     | 126,909 |         |  |      | 175,405 |         |  |   | 180,314 |        
|                                |                     |                                     |         |         |  |      |         |         |  |   |         |        
|Service and roaming revenue     |                     |                                     | 514,290 |         |  |      | 677,807 |         |  |   | 756,673 |        
|                                | Average subscribers |                                     |         | 561,619 |  |      |         | 759,279 |  |   |         | 872,250 | 
|ARPU                            |                     | $                                   | 76.31   |         |  | $    | 74.39   |         |  | $ | 72.29   |        

We believe ARPU, plus roaming revenue less
subscriber retention credits, which calculates the average
service and roaming revenue per subscriber, provides a gauge to
compare our service and roaming revenue to that of other
wireless communications providers that may have significantly
more or less subscribers and, therefore, more or less revenue on
an aggregate basis. In addition, this metric minus cash costs
per user, or CCPU, is an indicator of net cash flow
generated on a per subscriber basis.

37



---



##### Table of Contents



|                                                                     |  |                         |         |      |  |      |         |   |  |   |         |  
|-------------------------------------------------------------------- |  | ----------------------- | ------- | ---- |  | ---- | ------- | - |  | - | ------- | -
|                                                                     |  |                        
|                                                                     |  | Year Ended December 31,
|                                                                     |  |                        
|CCPU and CPGA                                                        |  | 2001                    |         | 2002 |  | 2003
|                                                                     |  |                         |         |      |  |     
|                                                                     |  |                        
|                                                                     |  | (Dollars in thousands, 
|                                                                     |  | except CCPU and CPGA)  
|Cost of service                                                      |  | $                       | 174,500 |      |  | $    | 212,221 |   |  | $ | 244,226 |  
|General and administrative expense                                   |  |                         | 123,465 |      |  |      | 144,989 |   |  |   | 134,840 |  
|Total cost of equipment  transactions
    with existing subscribers |  |                         | 2,458   |      |  |      | 18,075  |   |  |   | 30,321  |  
|                                                                     |  |                         |         |      |  |      |         |   |  |   |         |  
|CCPU operating expenses                                              |  |                         | 300,423 |      |  |      | 375,285 |   |  |   | 409,387 |  
|Selling expense(1)                                                   |  |                         | 104,987 |      |  |      | 108,321 |   |  |   | 100,957 |  
|Total cost of equipment  transactions
    with new subscribers(1)   |  |                         | 71,055  |      |  |      | 66,302  |   |  |   | 74,309  |  
|                                                                     |  |                         |         |      |  |      |         |   |  |   |         |  
|CPGA operating expenses                                              |  |                         | 176,042 |      |  |      | 174,623 |   |  |   | 175,266 |  
|Termination benefits and other related charges                       |  |                         |        |      |  |      |        |   |  |   | 2,731   |  
|Non-cash compensation                                                |  |                         | 17,191  |      |  |      | 21,430  |   |  |   | 28,810  |  
|Depreciation and asset disposal                                      |  |                         | 107,508 |      |  |      | 130,079 |   |  |   | 148,794 |  
|Amortization                                                         |  |                         | 19,225  |      |  |      | 4,926   |   |  |   | 4,300   |  
|                                                                     |  |                         |         |      |  |      |         |   |  |   |         |  
|Total operating expenses                                             |  | $                       | 620,389 |      |  | $    | 706,343 |   |  | $ | 769,288 |  
|CCPU operating expenses (from above)                                 |  | $                       | 300,423 |      |  | $    | 375,285 |   |  | $ | 409,387 |  
|Equipment revenue  transactions with
    existing subscribers       |  |                         |        |      |  |      | (7,371  | ) |  |   | (12,214 | )
|                                                                     |  |                         |         |      |  |      |         |   |  |   |         |  
|CCPU costs, net                                                      |  | $                       | 300,423 |      |  | $    | 367,914 |   |  | $ | 397,173 |  
|Average subscribers                                                  |  |                         | 561,619 |      |  |      | 759,279 |   |  |   | 872,250 |  
|CCPU                                                                 |  | $                       | 44.58   |      |  | $    | 40.38   |   |  | $ | 37.95   |  
|CPGA operating expenses (from above)                                 |  | $                       | 176,042 |      |  | $    | 174,623 |   |  | $ | 175,266 |  
|Equipment revenue  transactions with
    new subscribers            |  |                         | (25,810 | )    |  |      | (30,807 | ) |  |   | (41,212 | )
|                                                                     |  |                         |         |      |  |      |         |   |  |   |         |  
|CPGA costs, net                                                      |  | $                       | 150,232 |      |  | $    | 143,816 |   |  | $ | 134,054 |  
|Gross subscriber additions                                           |  |                         | 370,358 |      |  |      | 341,271 |   |  |   | 306,600 |  
|CPGA                                                                 |  | $                       | 406     |      |  | $    | 421     |   |  | $ | 437     |  

We believe that CCPU, which calculates the cash
cost to operate our business on a per subscriber basis, is a
useful measure to compare our subscriber costs to that of other
wireless communications providers. In addition to our subscriber
costs, CCPU includes the costs of other carriers
subscribers roaming on our network. CCPU is calculated as the
total of GAAP operating expenses reported on our consolidated
statements of operations, less equipment revenue related to
transactions with existing subscribers, depreciation and asset
disposal, amortization, non-cash compensation, termination
benefits and related charges and operating costs incurred to
acquire new subscribers (as described below and denoted by
(1) in the above table), divided by our average subscribers
for the period.

We believe CPGA is a useful measure that
quantifies the incremental costs to acquire a new subscriber.
This measure also provides a gauge to compare our average
acquisition costs per new subscriber to that of other wireless
communication providers. CPGA is calculated by dividing the sum
of equipment margin for handsets sold to new subscribers
(equipment revenue less cost of equipment, which costs have
historically exceeded the related revenue) and selling expenses
related to adding new subscribers by total gross subscriber
additions during the relevant period. Retail customer service
expenses are excluded from CPGA, as these costs are incurred
specifically for existing subscribers.

38



---



##### Table of Contents



Relationship with Lafayette Communications
Company L.L.C.

On June 20, 2003, the Company acquired
12 personal communication service licenses in two separate
transactions from Lafayette for an aggregate fair value of
approximately $100.1 million. As a part of these
transactions, Triton paid approximately $28.1 million to
the FCC to satisfy Lafayettes outstanding obligations due
to the FCC. In addition, all loans receivable from Lafayette to
Triton were satisfied in connection with these transactions.
These licenses cover populations totaling approximately
4.3 million people, including all of South Carolina and
parts of Virginia and Georgia.

On June 30, 2003, Lafayette acquired our 39%
ownership interest in Lafayette for nominal consideration, and
as a result, we no longer have an interest in or relationship
with Lafayette.

Inflation

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

39



---



##### Table of Contents






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, 2003,
our debt can be categorized as follows:

|                                       |                           |  |   |         | 
|-------------------------------------- | ------------------------- |  | - | ------- | 
|Fixed interest rates:                  |                           |  |   |        
|                                       | Senior notes              |  | $ | 710,205 | 
|                                       | Senior subordinated notes |  | $ | 732,674 | 
|Subject to interest rate fluctuations: |                           |  |   |        
|                                       | Bank credit facility      |  | $ |        | 

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. Historically, we have selectively entered into
interest rate swaps to manage our interest rate exposure. Due to
the repayment of our former credit facility on June 13,
2003, we terminated all 13 of our previously existing interest
rate swaps for aggregate cash consideration of
$23.7 million, which included accrued and unpaid interest
though the date of termination.

During fourth quarter of 2003, we entered into
three new interest rate swap agreements for an aggregate
notional amount of $155.0 million. In addition, Triton PCS
entered into another interest swap in March 2004, which has a
notional amount of $115.0 million. Swap counter parties are
major commercial banks. Under these interest rate swap
contracts, we agree to pay an amount equal to a specified
variable-rate of interest times a notional principal amount and
receive in turn an amount equal to a specified fixed-rate of
interest times the same notional amount. The notional amounts of
the contracts are not exchanged. Net interest positions are
settled semi-annually.

Information, as of December 31, 2003, for
the interest rate swaps is as follows:

|                       |  |       |                       |                 |  |            |            |  |  |   |          |  
|---------------------- |  | ----- | --------------------- | --------------- |  | ---------- | ---------- |  |  | - | -------- | -
|                       |  | Terms |                       | Notional Amount |  | Fair Value
|                       |  |       |                       |                 |  |           
|Swaps acting as hedges |  |       | 10/20/2003 - 6/1/2013 |                 |  | $          | 50,000,000 |  |  | $ | (277,742 | )
|                       |  |       | 10/20/2003 - 6/1/2013 |                 |  |            | 30,000,000 |  |  |   | 70,085   |  
|                       |  |       | 11/10/2003 - 6/1/2013 |                 |  |            | 75,000,000 |  |  |   | (638,289 | )

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, this risk is not considered to be material
relative to our overall investment income position.

40



---



##### Table of Contents






Item 8.     FINANCIAL
STATEMENTS & SUPPLEMENTARY DATA

TRITON PCS HOLDINGS, INC.

INDEX TO FINANCIAL STATEMENTS

|                                                                                                                                                       |  |  |     | 
|------------------------------------------------------------------------------------------------------------------------------------------------------ |  |  | --- | 
|Consolidated Financial Statements:                                                                                                                     |  |  |     | 
|Report of Independent Auditors                                                                                                                         |  |  | F-2 | 
|Consolidated Balance Sheets as of
    December 31, 2002 and 2003                                                                                       |  |  | F-3 | 
|Consolidated Statements of Operations and
    Comprehensive Loss for the years ended December 31, 2001,
    2002 and 2003                              |  |  | F-4 | 
|Consolidated Statements of Redeemable Preferred
    Equity and Stockholders Equity (Deficit) for the years
    ended December 31, 2001, 2002 and 2003 |  |  | F-5 | 
|Consolidated Statements of Cash Flows for the
    years ended December 31, 2001, 2002 and 2003                                                         |  |  | F-6 | 
|Notes to Consolidated Financial Statements                                                                                                             |  |  | F-7 | 
|Schedule I  Condensed Financial
    Information of Triton PCS Holdings, Inc.                                                                          |  |  | 43  | 
|Schedule II  Valuation and
    Qualifying Accounts                                                                                                    |  |  | 46  | 

F-1



---



##### Table of Contents






REPORT OF INDEPENDENT AUDITORS

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 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, 2003 and 2002, and the results
of their operations and their cash flows for each of the three
years in the period ended December 31, 2003 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) 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 5, 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 6, 2004, except for Note 2,


as to which the date is February 17, 2004


F-2



---



##### Table of Contents






Triton PCS Holdings, Inc.

Consolidated Balance Sheets


|                                                                                                                                                                                                                                                                |                                                                                                    |                        |           |              |  |   |           |         | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------- | ---------------------- | --------- | ------------ |  | - | --------- | ------- | 
|                                                                                                                                                                                                                                                                |                                                                                                    | December 31,           |           | December 31,
|                                                                                                                                                                                                                                                                |                                                                                                    | 2002                   |           | 2003        
|                                                                                                                                                                                                                                                                |                                                                                                    |                        |           |             
|                                                                                                                                                                                                                                                                |                                                                                                    |                       
|                                                                                                                                                                                                                                                                |                                                                                                    | (Dollars in thousands)
|ASSETS:                                                                                                                                                                                                                                                         |                                                                                                    |                        |           |              |  |   |           |        
|Current
    assets:                                                                                                                                                                                                                                             |                                                                                                    |                        |           |              |  |   |           |        
|                                                                                                                                                                                                                                                                | Cash and cash equivalents                                                                          |                        | $         | 212,450      |  |   | $         | 105,966 | 
|                                                                                                                                                                                                                                                                | Accounts receivable, net of allowance for
    doubtful accounts of $7,008 and $3,839, respectively |                        |           | 68,213       |  |   |           | 62,939  | 
|                                                                                                                                                                                                                                                                | Accounts receivable  roaming partners                                                             |                        |           | 23,037       |  |   |           | 19,378  | 
|                                                                                                                                                                                                                                                                | Inventory, net                                                                                     |                        |           | 28,510       |  |   |           | 24,344  | 
|                                                                                                                                                                                                                                                                | Prepaid expenses                                                                                   |                        |           | 8,767        |  |   |           | 10,980  | 
|                                                                                                                                                                                                                                                                | Other current assets                                                                               |                        |           | 6,056        |  |   |           | 6,552   | 
|                                                                                                                                                                                                                                                                |                                                                                                    |                        |           |              |  |   |           |        
|Total current assets                                                                                                                                                                                                                                            |                                                                                                    |                        | 347,033   |              |  |   | 230,159   |        
|Long term
    assets:                                                                                                                                                                                                                                           |                                                                                                    |                        |           |              |  |   |           |        
|Property and equipment, net                                                                                                                                                                                                                                     |                                                                                                    |                        | 796,503   |              |  |   | 788,870   |        
|Intangible assets, net                                                                                                                                                                                                                                          |                                                                                                    |                        | 395,249   |              |  |   | 488,883   |        
|Investment in and advances to non-consolidated
    entities                                                                                                                                                                                                     |                                                                                                    |                        | 72,019    |              |  |   |          |        
|Other long-term assets                                                                                                                                                                                                                                          |                                                                                                    |                        | 6,767     |              |  |   | 11,379    |        
|                                                                                                                                                                                                                                                                |                                                                                                    |                        |           |              |  |   |           |        
|Total assets                                                                                                                                                                                                                                                    |                                                                                                    | $                      | 1,617,571 |              |  | $ | 1,519,291 |        
|                                                                                                                                                                                                                                                                |                                                                                                    |                        |           |              |  |   |           |        
|LIABILITIES AND STOCKHOLDERS
    DEFICIT:                                                                                                                                                                                                                      |                                                                                                    |                        |           |              |  |   |           |        
|Current
    liabilities:                                                                                                                                                                                                                                        |                                                                                                    |                        |           |              |  |   |           |        
|                                                                                                                                                                                                                                                                | Accounts payable                                                                                   |                        | $         | 57,758       |  |   | $         | 67,462  | 
|                                                                                                                                                                                                                                                                | Accrued liabilities                                                                                |                        |           | 68,810       |  |   |           | 73,641  | 
|                                                                                                                                                                                                                                                                | Current portion of long term debt                                                                  |                        |           | 17,169       |  |   |           | 1,444   | 
|                                                                                                                                                                                                                                                                | Other current liabilities                                                                          |                        |           | 31,206       |  |   |           | 35,709  | 
|                                                                                                                                                                                                                                                                |                                                                                                    |                        |           |              |  |   |           |        
|Total current liabilities                                                                                                                                                                                                                                       |                                                                                                    |                        | 174,943   |              |  |   | 178,256   |        
|                                                                                                                                                                                                                                                               
|Long-term debt:                                                                                                                                                                                                                                                 |                                                                                                    |                        |           |              |  |   |           |        
|                                                                                                                                                                                                                                                                | Capital lease obligations                                                                          |                        |           | 964          |  |   |           | 909     | 
|                                                                                                                                                                                                                                                                | Bank credit facility                                                                               |                        |           | 192,579      |  |   |           |        | 
|                                                                                                                                                                                                                                                                | Senior notes                                                                                       |                        |           |             |  |   |           | 710,205 | 
|                                                                                                                                                                                                                                                                |                                                                                                    |                        |           |              |  |   |           |        
|Senior long-term debt                                                                                                                                                                                                                                           |                                                                                                    |                        | 193,543   |              |  |   | 711,114   |        
|                                                                                                                                                                                                                                                                | Subordinated notes                                                                                 |                        |           | 1,219,720    |  |   |           | 732,674 | 
|                                                                                                                                                                                                                                                                |                                                                                                    |                        |           |              |  |   |           |        
|Total long-term debt                                                                                                                                                                                                                                            |                                                                                                    |                        | 1,413,263 |              |  |   | 1,443,788 |        
|                                                                                                                                                                                                                                                                |                                                                                                    |                        |           |              |  |   |           |        
|                                                                                                                                                                                                                                                               
|Deferred income taxes                                                                                                                                                                                                                                           |                                                                                                    |                        | 35,609    |              |  |   | 45,956    |        
|Deferred revenue                                                                                                                                                                                                                                                |                                                                                                    |                        | 3,051     |              |  |   | 2,663     |        
|Fair value of derivative instruments                                                                                                                                                                                                                            |                                                                                                    |                        | 23,819    |              |  |   | 846       |        
|Asset retirement obligation                                                                                                                                                                                                                                     |                                                                                                    |                        |          |              |  |   | 1,850     |        
|Deferred gain on sale of property and equipment                                                                                                                                                                                                                 |                                                                                                    |                        | 27,072    |              |  |   | 25,882    |        
|                                                                                                                                                                                                                                                                |                                                                                                    |                        |           |              |  |   |           |        
|Total liabilities                                                                                                                                                                                                                                               |                                                                                                    |                        | 1,677,757 |              |  |   | 1,699,241 |        
|                                                                                                                                                                                                                                                               
|Commitments and contingencies (Note 11)                                                                                                                                                                                                                         |                                                                                                    |                        |          |              |  |   |          |        
|                                                                                                                                                                                                                                                               
|Series A Redeemable Convertible Preferred
    Stock, $0.01 par value, 1,000,000 shares authorized;
    786,253 shares issued and outstanding as of
    December 31, 2002 and December 31, 2003, including
    accreted dividends                                |                                                                                                    |                        | 127,003   |              |  |   | 140,301   |        
|                                                                                                                                                                                                                                                               
|Stockholders deficit:                                                                                                                                                                                                                                          |                                                                                                    |                        |           |              |  |   |           |        
|Series B Preferred Stock, $0.01 par value,
    50,000,000 shares authorized; no shares issued or
    outstanding as of December 31, 2002 and December 31,
    2003                                                                                              |                                                                                                    |                        |          |              |  |   |          |        
|Series C Convertible Preferred Stock, $0.01
    par value, 3,000,000 shares authorized; no shares issued or
    outstanding as of December 31, 2002 and December 31,
    2003                                                                                   |                                                                                                    |                        |          |              |  |   |          |        
|Series D Convertible Preferred Stock, $0.01
    par value, 16,000,000 shares authorized;
    543,683 shares issued and outstanding as of
    December 31, 2002 and December 31, 2003                                                                            |                                                                                                    |                        | 5         |              |  |   | 5         |        
|Class A Common Stock, $0.01 par value,
    520,000,000 shares authorized; 60,518,754 shares
    issued and 60,289,166 shares outstanding as of
    December 31, 2002 and 61,315,511 shares issued and
    60,865,217 shares outstanding as of December 31, 2003 |                                                                                                    |                        | 603       |              |  |   | 609       |        
|Class B Non-voting Common Stock, $0.01 par
    value, 60,000,000 shares authorized; 7,926,099 shares
    issued and outstanding as of December 31, 2002 and
    December 31, 2003                                                                               |                                                                                                    |                        | 79        |              |  |   | 79        |        
|Additional paid-in capital                                                                                                                                                                                                                                      |                                                                                                    |                        | 615,587   |              |  |   | 591,376   |        
|Accumulated deficit                                                                                                                                                                                                                                             |                                                                                                    |                        | (722,075  | )            |  |   | (876,165  | )      
|Accumulated other comprehensive loss                                                                                                                                                                                                                            |                                                                                                    |                        | (5,459    | )            |  |   |          |        
|Deferred compensation                                                                                                                                                                                                                                           |                                                                                                    |                        | (74,554   | )            |  |   | (34,780   | )      
|Class A common stock held in treasury, at
    cost (229,588 and 450,294, respectively)                                                                                                                                                                          |                                                                                                    |                        | (1,375    | )            |  |   | (1,375    | )      
|                                                                                                                                                                                                                                                                |                                                                                                    |                        |           |              |  |   |           |        
|Total stockholders
    deficit                                                                                                                                                                                                                                 |                                                                                                    |                        | (187,189  | )            |  |   | (320,251  | )      
|                                                                                                                                                                                                                                                                |                                                                                                    |                        |           |              |  |   |           |        
|Total liabilities and stockholders
    deficit                                                                                                                                                                                                                 |                                                                                                    | $                      | 1,617,571 |              |  | $ | 1,519,291 |        
|                                                                                                                                                                                                                                                                |                                                                                                    |                        |           |              |  |   |           |        

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,                                  
|                                                         |                                                                                                                                                                                                              |                                                                   
|                                                         |                                                                                                                                                                                                              | 2001                                                               |          | 2002    |            | 2003
|                                                         |                                                                                                                                                                                                              |                                                                    |          |         |            |     
|                                                         |                                                                                                                                                                                                              |                                                                   
|                                                         |                                                                                                                                                                                                              | (Dollars in thousands, except per share                           
|                                                         |                                                                                                                                                                                                              | amounts)                                                          
|Revenues:                                                |                                                                                                                                                                                                              |                                                                    |          |         |            |      |          |         |            |   |          |        
|                                                         | Service                                                                                                                                                                                                      |                                                                    | $        | 387,381 |            |      | $        | 502,402 |            |   | $        | 576,359 |           
|                                                         | Roaming                                                                                                                                                                                                      |                                                                    |          | 126,909 |            |      |          | 175,405 |            |   |          | 180,314 |           
|                                                         | Equipment                                                                                                                                                                                                    |                                                                    |          | 25,810  |            |      |          | 38,178  |            |   |          | 53,426  |           
|                                                         |                                                                                                                                                                                                              |                                                                    |          |         |            |      |          |         |            |   |          |        
|                                                         |                                                                                                                                                                                                              | Total revenue                                                      |          |         | 540,100    |      |          |         | 715,985    |   |          |         | 810,099    |  
|Expenses:                                                |                                                                                                                                                                                                              |                                                                    |          |         |            |      |          |         |            |   |          |        
|                                                         | Cost of service (excluding the below
    amortization,
    excluding depreciation of $90,851, $114,007 and $130,639,
    and excluding non-cash compensation of $2,544, $3,646
    and $3,300, respectively) |                                                                    |          | 174,500 |            |      |          | 212,221 |            |   |          | 244,226 |           
|                                                         | Cost of equipment                                                                                                                                                                                            |                                                                    |          | 73,513  |            |      |          | 84,377  |            |   |          | 104,630 |           
|                                                         | Selling, general and administrative (excluding
    depreciation
    of $16,657, $16,072 and $18,155, and excluding non-cash
    compensation of $14,647, $17,784 and $25,510, respectively)                  |                                                                    |          | 228,452 |            |      |          | 253,310 |            |   |          | 235,797 |           
|                                                         | Termination benefits and other related charges                                                                                                                                                               |                                                                    |          |        |            |      |          |        |            |   |          | 2,731   |           
|                                                         | Non-cash compensation                                                                                                                                                                                        |                                                                    |          | 17,191  |            |      |          | 21,430  |            |   |          | 28,810  |           
|                                                         | Depreciation and asset disposal                                                                                                                                                                              |                                                                    |          | 107,508 |            |      |          | 130,079 |            |   |          | 148,794 |           
|                                                         | Amortization                                                                                                                                                                                                 |                                                                    |          | 19,225  |            |      |          | 4,926   |            |   |          | 4,300   |           
|                                                         |                                                                                                                                                                                                              |                                                                    |          |         |            |      |          |         |            |   |          |        
|                                                         |                                                                                                                                                                                                              | Income (loss) from operations                                      |          |         | (80,289    | )    |          |         | 9,642      |   |          |         | 40,811     |  
|                                                        
|Interest expense                                         |                                                                                                                                                                                                              |                                                                    | (117,499 | )       |            |      | (144,086 | )       |            |   | (141,210 | )      
|Other expense                                            |                                                                                                                                                                                                              |                                                                    | (18,034  | )       |            |      | (7,693   | )       |            |   | (2,898   | )      
|Debt extinguishment costs                                |                                                                                                                                                                                                              |                                                                    |         |         |            |      |         |         |            |   | (41,171  | )      
|Interest and other income                                |                                                                                                                                                                                                              |                                                                    | 18,322   |         |            |      | 6,292    |         |            |   | 2,285    |        
|                                                         |                                                                                                                                                                                                              |                                                                    |          |         |            |      |          |         |            |   |          |        
|Loss before taxes                                        |                                                                                                                                                                                                              |                                                                    | (197,500 | )       |            |      | (135,845 | )       |            |   | (142,183 | )      
|Income tax provision                                     |                                                                                                                                                                                                              |                                                                    | (1,083   | )       |            |      | (24,650  | )       |            |   | (11,907  | )      
|                                                         |                                                                                                                                                                                                              |                                                                    |          |         |            |      |          |         |            |   |          |        
|Net loss                                                 |                                                                                                                                                                                                              |                                                                    | (198,583 | )       |            |      | (160,495 | )       |            |   | (154,090 | )      
|                                                        
|Accretion of preferred stock                             |                                                                                                                                                                                                              |                                                                    | (10,897  | )       |            |      | (12,038  | )       |            |   | (13,298  | )      
|                                                         |                                                                                                                                                                                                              |                                                                    |          |         |            |      |          |         |            |   |          |        
|Net loss available to common stockholders                |                                                                                                                                                                                                              | $                                                                  | (209,480 | )       |            | $    | (172,533 | )       |            | $ | (167,388 | )      
|                                                         |                                                                                                                                                                                                              |                                                                    |          |         |            |      |          |         |            |   |          |        
|Other comprehensive income (loss), net of tax:           |                                                                                                                                                                                                              |                                                                    |          |         |            |      |          |         |            |   |          |        
|                                                         | Cumulative effect of change in accounting
    principle                                                                                                                                                      |                                                                    | $        | (4,162  | )          |      | $        |        |            |   | $        |        |           
|                                                         | Unrealized gain (loss) on derivative
    instruments                                                                                                                                                         |                                                                    |          | (3,498  | )          |      |          | 2,201   |            |   |          | 1,429   |           
|                                                         | Plus: reclassification adjustment for previous
    unrealized losses                                                                                                                                         |                                                                    |          |        |            |      |          |        |            |   |          | 4,030   |           
|                                                         |                                                                                                                                                                                                              |                                                                    |          |         |            |      |          |         |            |   |          |        
|Comprehensive loss applicable to common
    stockholders |                                                                                                                                                                                                              | $                                                                  | (217,140 | )       |            | $    | (170,332 | )       |            | $ | (161,929 | )      
|                                                         |                                                                                                                                                                                                              |                                                                    |          |         |            |      |          |         |            |   |          |        
|Net loss per common share (Basic and Diluted):           |                                                                                                                                                                                                              |                                                                    |          |         |            |      |          |         |            |   |          |        
|                                                         |                                                                                                                                                                                                              | Net Loss                                                           |          |         | (3.05      | )    |          |         | (2.44      | ) |          |         | (2.32      | )
|                                                         |                                                                                                                                                                                                              | Accretion of preferred stock                                       |          |         | (0.17      | )    |          |         | (0.18      | ) |          |         | (0.20      | )
|                                                         |                                                                                                                                                                                                              |                                                                    |          |         |            |      |          |         |            |   |          |        
|                                                         |                                                                                                                                                                                                              | Net loss available to common stockholders                          |          | $       | (3.22      | )    |          | $       | (2.62      | ) |          | $       | (2.52      | )
|                                                         |                                                                                                                                                                                                              |                                                                    |          |         |            |      |          |         |            |   |          |        
|                                                         |                                                                                                                                                                                                              | Weighted average common shares outstanding
    (Basic and Diluted) |          |         | 64,968,315 |      |          |         | 65,885,515 |   |          |         | 66,529,610 |  
|                                                         |                                                                                                                                                                                                              |                                                                    |          |         |            |      |          |         |            |   |          |        

See accompanying notes to consolidated financial
statements.

F-4



---



##### Table of Contents






Triton PCS Holdings, Inc.

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


(Dollars in thousands)


|                                                                          |  |                 |         |           |  |         |   |               |  |                 |     |              |  |               |     |          |  |             |         |                  |  |   |         |   |  |   |        |   |  |   |        |   |  |   |          |   |  |   |          |  
|------------------------------------------------------------------------- |  | --------------- | ------- | --------- |  | ------- | - | ------------- |  | --------------- | --- | ------------ |  | ------------- | --- | -------- |  | ----------- | ------- | ---------------- |  | - | ------- | - |  | - | ------ | - |  | - | ------ | - |  | - | -------- | - |  | - | -------- | -
|                                                                          |  |                 |         |           |  |         |   |               |  |                 |     |              |  | Accumulated   |     |          |  |             |         |                 
|                                                                          |  | Series A        |         | Series D  |  | Class A |   | Class B Non-  |  |                 |     |              |  | Other         |     |          |  |             |         | Total           
|                                                                          |  | Redeemable      |         | Preferred |  | Common  |   | Voting Common |  | Additional      |     | Deferred     |  | Comprehensive |     | Treasury |  | Accumulated |         | Stockholders   
|                                                                          |  | Preferred Stock |         | Stock     |  | Stock   |   | Stock         |  | Paid-In Capital |     | Compensation |  | Income (Loss) |     | Stock    |  | Deficit     |         | Equity (Deficit)
|                                                                          |  |                 |         |           |  |         |   |               |  |                 |     |              |  |               |     |          |  |             |         |                 
|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 pursuant to 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 pursuant to the Employee Stock
    Purchase Plan        |  |                 |        |           |  |         |  |               |  |                 | 1   |              |  |               |    |          |  |             | 910     |                  |  |   |        |   |  |   |       |   |  |   |       |   |  |   |         |   |  |   | 911      |  
|Accreted dividends                                                        |  |                 | 12,038  |           |  |         |  |               |  |                 |    |              |  |               |    |          |  |             | (12,038 | )                |  |   |        |   |  |   |       |   |  |   |       |   |  |   |         |   |  |   | (12,038  | )
|Fair value of cash flow hedges                                            |  |                 |        |           |  |         |  |               |  |                 |    |              |  |               |    |          |  |             |        |                  |  |   |        |   |  |   | 2,201  |   |  |   |       |   |  |   |         |   |  |   | 2,201    |  
|Net loss                                                                  |  |                 |        |           |  |         |  |               |  |                 |    |              |  |               |    |          |  |             |        |                  |  |   |        |   |  |   |       |   |  |   |       |   |  |   | (160,495 | ) |  |   | (160,495 | )
|                                                                          |  |                
|Balance at December 31, 2002                                              |  | $               | 127,003 |           |  | $       | 5 |               |  | $               | 603 |              |  | $             | 79  |          |  | $           | 615,587 |                  |  | $ | (74,554 | ) |  | $ | (5,459 | ) |  | $ | (1,375 | ) |  | $ | (722,075 | ) |  | $ | (187,189 | )
|                                                                          |  |                
|Deferred compensation, net of forfeitures                                 |  |                 |        |           |  |         |  |               |  |                 | 6   |              |  |               |    |          |  |             | (10,970 | )                |  |   | 10,964  |   |  |   |       |   |  |   |       |   |  |   |         |   |  |   |         |  
|Non-cash compensation                                                     |  |                 |        |           |  |         |  |               |  |                 |    |              |  |               |    |          |  |             |        |                  |  |   | 28,810  |   |  |   |       |   |  |   |       |   |  |   |         |   |  |   | 28,810   |  
|Issuance of stock pursuant to the Employee Stock
    Purchase Plan        |  |                 |        |           |  |         |  |               |  |                 |    |              |  |               |    |          |  |             | 57      |                  |  |   |        |   |  |   |       |   |  |   |       |   |  |   |         |   |  |   | 57       |  
|Accreted dividends                                                        |  |                 | 13,298  |           |  |         |  |               |  |                 |    |              |  |               |    |          |  |             | (13,298 | )                |  |   |        |   |  |   |       |   |  |   |       |   |  |   |         |   |  |   | (13,298  | )
|Fair value of cash flow hedges                                            |  |                 |        |           |  |         |  |               |  |                 |    |              |  |               |    |          |  |             |        |                  |  |   |        |   |  |   | 5,459  |   |  |   |       |   |  |   |         |   |  |   | 5,459    |  
|Net loss                                                                  |  |                 |        |           |  |         |  |               |  |                 |    |              |  |               |    |          |  |             |        |                  |  |   |        |   |  |   |       |   |  |   |       |   |  |   | (154,090 | ) |  |   | (154,090 | )
|                                                                          |  |                
|Balance at December
     31, 2003                                         |  | $               | 140,301 |           |  | $       | 5 |               |  | $               | 609 |              |  | $             | 79  |          |  | $           | 591,376 |                  |  | $ | (34,780 | ) |  | $ |       |   |  | $ | (1,375 | ) |  | $ | (876,165 | ) |  | $ | (320,251 | )
|                                                                          |  |                

See accompanying notes to consolidated financial
statements.

F-5



---



##### Table of Contents






Triton PCS Holdings, Inc.

Consolidated Statements of Cash
Flows


|                                                                                              |                                           |                                  |          |         |   |      |          |         |   |   |          |        |  
|--------------------------------------------------------------------------------------------- | ----------------------------------------- | -------------------------------- | -------- | ------- | - | ---- | -------- | ------- | - | - | -------- | ------ | -
|                                                                                              |                                           |                                 
|                                                                                              |                                           | For the Years Ended December 31,
|                                                                                              |                                           |                                 
|                                                                                              |                                           | 2001                             |          | 2002    |   | 2003
|                                                                                              |                                           |                                  |          |         |   |     
|                                                                                              |                                           |                                 
|                                                                                              |                                           | (Dollars in thousands)          
|Cash flows from operating
    activities:                                                     |                                           |                                  |          |         |   |      |          |         |   |   |          |       
|Net loss                                                                                      |                                           | $                                | (198,583 | )       |   | $    | (160,495 | )       |   | $ | (154,090 | )     
|Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities: |                                           |                                  |          |         |   |      |          |         |   |   |          |       
|Depreciation and amortization                                                                 |                                           |                                  | 126,733  |         |   |      | 135,005  |         |   |   | 153,094  |       
|Accretion of interest                                                                         |                                           |                                  | 48,271   |         |   |      | 53,969   |         |   |   | 21,662   |       
|Loss on equity investment                                                                     |                                           |                                  | 718      |         |   |      | 1,761    |         |   |   | 875      |       
|Bad debt expense                                                                              |                                           |                                  | 12,103   |         |   |      | 18,889   |         |   |   | 8,530    |       
|Non-cash compensation                                                                         |                                           |                                  | 17,191   |         |   |      | 21,430   |         |   |   | 28,810   |       
|Deferred income taxes                                                                         |                                           |                                  |         |         |   |      | 23,674   |         |   |   | 10,347   |       
|Loss on debt extinguishment                                                                   |                                           |                                  |         |         |   |      |         |         |   |   | 41,171   |       
|Loss on derivative instruments                                                                |                                           |                                  | 12,924   |         |   |      | 5,436    |         |   |   | 2,023    |       
|Change in operating assets and liabilities                                                    |                                           |                                  |          |         |   |      |          |         |   |   |          |       
|                                                                                              | Accounts receivable                       |                                  |          | (29,944 | ) |      |          | (41,454 | ) |   |          | 403    |  
|                                                                                              | Inventory                                 |                                  |          | (8,165  | ) |      |          | (33     | ) |   |          | 4,166  |  
|                                                                                              | Prepaid expenses and other current assets |                                  |          | (5,664  | ) |      |          | (2,562  | ) |   |          | (2,709 | )
|                                                                                              | Intangible and other assets               |                                  |          | 379     |   |      |          | 680     |   |   |          | (3,489 | )
|                                                                                              | Accounts payable                          |                                  |          | (11,937 | ) |      |          | (8,104  | ) |   |          | 15,079 |  
|                                                                                              | Accrued payroll and liabilities           |                                  |          | 3,661   |   |      |          | (1,734  | ) |   |          | 5,369  |  
|                                                                                              | Deferred revenue                          |                                  |          | 7,908   |   |      |          | 7,371   |   |   |          | 1,669  |  
|                                                                                              | Accrued interest                          |                                  |          | 18,928  |   |      |          | 286     |   |   |          | 2,633  |  
|                                                                                              | Other liabilities                         |                                  |          | 1,963   |   |      |          | (29     | ) |   |          | 1,256  |  
|                                                                                              |                                           |                                  |          |         |   |      |          |         |   |   |          |       
|Net cash provided by (used in) operating
    activities                                       |                                           |                                  | (3,514   | )       |   |      | 54,090   |         |   |   | 136,799  |       
|                                                                                              |                                           |                                  |          |         |   |      |          |         |   |   |          |       
|Cash flows from investing
    activities:                                                     |                                           |                                  |          |         |   |      |          |         |   |   |          |       
|Capital expenditures                                                                          |                                           |                                  | (214,713 | )       |   |      | (165,935 | )       |   |   | (145,874 | )     
|Proceeds from sale of property and equipment, net                                             |                                           |                                  | 201      |         |   |      | 72       |         |   |   | 738      |       
|Net investments in and advances to
    non-consolidated entity                                |                                           |                                  | (100,484 | )       |   |      | (14,922  | )       |   |   | (875     | )     
|Repayments from non-consolidated entity                                                       |                                           |                                  |         |         |   |      | 57,873   |         |   |   | 58       |       
|Acquisition of FCC licenses                                                                   |                                           |                                  |         |         |   |      | (113,705 | )       |   |   | (28,413  | )     
|Other                                                                                         |                                           |                                  | (3,185   | )       |   |      | (20      | )       |   |   |         |       
|                                                                                              |                                           |                                  |          |         |   |      |          |         |   |   |          |       
|Net cash used in investing
    activities                                                     |                                           |                                  | (318,181 | )       |   |      | (236,637 | )       |   |   | (174,366 | )     
|                                                                                              |                                           |                                  |          |         |   |      |          |         |   |   |          |       
|Cash flows from financing
    activities:                                                     |                                           |                                  |          |         |   |      |          |         |   |   |          |       
|Proceeds from issuance of debt, net of discount                                               |                                           |                                  | 728,995  |         |   |      |         |         |   |   | 710,500  |       
|Proceeds from equity offering                                                                 |                                           |                                  | 106,680  |         |   |      |         |         |   |   |         |       
|Borrowings under credit facility                                                              |                                           |                                  | 281,000  |         |   |      | 65,000   |         |   |   |         |       
|Payments under credit facility                                                                |                                           |                                  | (428,750 | )       |   |      | (42,039  | )       |   |   | (207,961 | )     
|Payments of subordinated debt                                                                 |                                           |                                  |         |         |   |      |         |         |   |   | (511,989 | )     
|Payment of debt extinguishment costs                                                          |                                           |                                  |         |         |   |      |         |         |   |   | (31,342  | )     
|Change in bank overdraft                                                                      |                                           |                                  | 8,595    |         |   |      | 3,627    |         |   |   | (3,171   | )     
|Contributions under employee stock purchase plan                                              |                                           |                                  | 1,019    |         |   |      | 911      |         |   |   | 57       |       
|Payment of deferred transaction costs                                                         |                                           |                                  | (1,142   | )       |   |      |         |         |   |   |         |       
|Payment of deferred financing costs                                                           |                                           |                                  | (1,899   | )       |   |      | (1,480   | )       |   |   | (2,680   | )     
|Extinguishment of interest rate swaps                                                         |                                           |                                  |         |         |   |      |         |         |   |   | (20,383  | )     
|Purchase of treasury stock                                                                    |                                           |                                  | (1,375   | )       |   |      |         |         |   |   |         |       
|Principal payments under capital lease obligations                                            |                                           |                                  | (1,973   | )       |   |      | (2,133   | )       |   |   | (1,948   | )     
|Other                                                                                         |                                           |                                  | 16       |         |   |      | 23       |         |   |   |         |       
|                                                                                              |                                           |                                  |          |         |   |      |          |         |   |   |          |       
|Net cash provided by (used in) financing
    activities                                       |                                           |                                  | 691,166  |         |   |      | 23,909   |         |   |   | (68,917  | )     
|                                                                                              |                                           |                                  |          |         |   |      |          |         |   |   |          |       
|Net increase (decrease) in cash and cash
    equivalents                                      |                                           |                                  | 369,471  |         |   |      | (158,638 | )       |   |   | (106,484 | )     
|Cash and cash equivalents, beginning of period                                                |                                           |                                  | 1,617    |         |   |      | 371,088  |         |   |   | 212,450  |       
|                                                                                              |                                           |                                  |          |         |   |      |          |         |   |   |          |       
|Cash and cash equivalents, end of
    period                                                  |                                           | $                                | 371,088  |         |   | $    | 212,450  |         |   | $ | 105,966  |       
|                                                                                              |                                           |                                  |          |         |   |      |          |         |   |   |          |       

See accompanying notes to consolidated financial
statements.

F-6



---



##### Table of Contents






TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS


Years Ended December 31, 2001, 2002 and
2003




|   |                                                              
|-- | -------------------------------------------------------------
|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
in its licensed area. As of December 31, 2003, the
Companys network in these markets included 2,267 TDMA cell
sites and seven TDMA switches. In addition, the Company has
overlaid approximately one-half of its cell sites with GSM/ GPRS
technology and has deployed two GSM/ GPRS 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. The Company may have additional capital requirements,
which could be substantial for future upgrades due to advances
in new technology.

The Companys credit facility, as amended,
will provide the Company with the ability, subject to various
terms and conditions, including compliance with specified
leverage ratios, to borrow an additional $100.0 million as
of December 31, 2003, 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. 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



---



##### 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 Federal Deposit Insurance Corporation 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. Market is determined using replacement cost. Losses on
sales of wireless phones are recognized in the period in which
sales are made as a cost of acquiring subscribers.



|    |                         
|--- | ------------------------
|(f) | Construction in Progress

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

(g) Investment
in PCS Licenses

Investments in PCS licenses are recorded at their
estimated fair value at the time of acquisition. 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 Statement of Financial
Accounting Standards (SFAS) No. 142,
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, rather than
amortized on a straight-line basis over 40 years (see
Note 5). The impairment test consists of a comparison of
the fair value with the carrying value.

(h) Deferred
Costs

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

Costs incurred in connection with 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.

(i) Long-Lived
Assets

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 its network. Expenditures for
repairs and maintenance are charged to expense as incurred. When
property is retired or otherwise disposed of, the cost of the
property and the related accumulated depreciation are removed
from the accounts, and any resulting gains or losses are
reflected in the statement of operations. Capital leases are
included under property and equipment with the corresponding
amortization included in accumulated

F-8



---



##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


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.

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.

(j) Deferred
Gain on Sale of Property and Equipment

In 1999, the Company 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.
The Company also entered into a master lease agreement with ATC,
in which the Company agreed to pay ATC monthly rent for the
continued use of the space that the Company 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, 2003, $5.0 million has been amortized.

(k) Revenue
Recognition

Revenues from operations consist of charges to
customers for activation, monthly access, airtime, roaming
charges, long-distance charges, and equipment sales as well as
revenues earned from other carriers customers using the
Companys network. 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. In
accordance with EITF 00-21 Accounting for Revenue
Arrangements with Multiple Deliverables in a subscriber
activation, the total proceeds are allocated to the associated
deliverables. When equipment cost exceeds equipment revenue,
referred to as equipment margin, the activation fee collected,
up to the amount of the equipment margin, is recognized
immediately as equipment revenue. Any subscriber activation fee
collected in excess of the equipment margin is deferred and
recognized over the estimated subscribers life. Equipment
sales are a separate earnings process from other services we
offer and are recognized upon delivery to the customer and
reflect charges to customers for wireless handset equipment
purchases.

(l) 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.

(m) 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

F-9



---



##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


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. Derivatives,
which qualify as a fair value hedge, are reflected on the
balance sheet at their fair market value and changes in their
fair value are reflected in adjustments to the carrying value of
the matched debt. As of December 31, 2003 all of the
Companys derivatives, which consisted of interest rate
swaps, were classified as fair value hedges. (see Note 9)

(n) Advertising
Costs

The Company expenses advertising costs when the
advertisement occurs. Total advertising expense amounted to
$36.3 million in 2001, $35.2 million in 2002 and
$32.6 million in 2003.

(o) 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.

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

Basic loss per share excludes any dilutive
effects of convertible securities and non-vested restricted
stock awards. 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, unless antidilutive, outstanding during the period.
Common stock equivalent shares of Series A convertible
preferred stock, Series D convertible preferred stock and
2,061,649 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.

(q) Stock
Compensation

The Company accounts for grants of restricted
stock to employees under the fair value method of
SFAS No. 123 by recording deferred compensation based
upon the stocks fair value at the date of issuance (see
Note 3 for a description of the Companys stock
compensation plans). The Company amortizes deferred compensation
over the respective vesting period.

The Company accounts for stock compensation
related to the employee stock purchase plan under the intrinsic
value method of Accounting Principles Board Opinion 25. 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.
With regard to the pro forma net loss, there was no offsetting
impact to the tax provision related to pro forma compensation
expense because of historical net losses and recognition of a
valuation allowance against the associated net operating loss
carryforwards. Assumptions, for the year ended December 31,
2003, include an expected life of three months, weighted average
risk-free interest rate of 1.2%, a dividend yield of 0.0% and
expected volatility of 150%. For the year ended
December 31, 2002, assumptions included an expected life of
three months, weighted average risk-free interest rate between
1.6% - 1.8%, a dividend yield of 0.0% and expected
volatility between 42% - 141%. For the year ended
December 31, 2001, assumptions included an expected life of
three months, weighted average risk-free interest rate between
2.2% - 5.7%, dividend yield of 0.0% and expected volatility

F-10



---



##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


between 70% - 78%. Had compensation expense
for grants of stock-based compensation been determined
consistent with SFAS No. 123, the pro forma net loss and
per share net loss would have been:

|                                                                                                                                                    |                                                                               |                        |          |       |   |      |          |       |   |   |          |       |  
|--------------------------------------------------------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------- | ---------------------- | -------- | ----- | - | ---- | -------- | ----- | - | - | -------- | ----- | -
|                                                                                                                                                    |                                                                               |                       
|                                                                                                                                                    |                                                                               | December 31,          
|                                                                                                                                                    |                                                                               |                       
|                                                                                                                                                    |                                                                               | 2001                   |          | 2002  |   | 2003
|                                                                                                                                                    |                                                                               |                        |          |       |   |     
|                                                                                                                                                    |                                                                               |                       
|                                                                                                                                                    |                                                                               | (Dollars in thousands,
|                                                                                                                                                    |                                                                               | except per share data)
|Net loss applicable to common stockholders                                                                                                          |                                                                               | $                      | (209,480 | )     |   | $    | (172,533 | )     |   | $ | (167,388 | )    
|Add: stock-based employee compensation expense
    included in reported net loss, net of related tax effects                                        |                                                                               |                        | 17,191   |       |   |      | 21,430   |       |   |   | 28,810   |      
|Deduct: total stock-based employee compensation
    expense determined under fair value based method for all awards,
    net of related tax effects |                                                                               |                        | (17,466  | )     |   |      | (21,712  | )     |   |   | (28,834  | )    
|Pro forma net loss applicable to common
    stockholders                                                                                            |                                                                               |                        | (209,755 | )     |   |      | (172,815 | )     |   |   | (167,412 | )    
|Earnings per share:                                                                                                                                 |                                                                               |                        |          |       |   |      |          |       |   |   |          |      
|                                                                                                                                                    | As reported net loss available to common
    stockholders (basic and diluted) |                        | $        | (3.22 | ) |      | $        | (2.62 | ) |   | $        | (2.52 | )
|                                                                                                                                                    | Pro forma net loss available to common
    stockholders (basic and diluted)   |                        | $        | (3.23 | ) |      | $        | (2.62 | ) |   | $        | (2.52 | )



| |                      
| | ---------------------
| | (r) Reclassifications

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

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

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



| |                                
| | -------------------------------
| | (a) Stockholders
    Agreement



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

F-11



---



##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)




| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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, or their affiliates, 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
    Federal Communications Commission (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.
|
| | Preferred Provider
    Status 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
    (the AT&T Corporation Merger Party), AT&T
    Wireless PCS and the Company have certain rights. AT&T
    Wireless PCS may terminate its exclusivity in the territory in
    which the AT&T Corporation Merger Party overlaps that of the
    Company. In the event that AT&T Wireless PCS proposes to
    sell, transfer or assign to a non-affiliate its PCS system owned
    and operated in the Charlotte, NC; Atlanta, GA; Baltimore, MD;
    and Washington, DC, basic trading areas, then AT&T
    Wireless PCS will provide the Company with the opportunity for a
    180-day period to have AT&T Wireless PCS jointly market the
    Companys licenses that are included in the major trading
    area that AT&T Wireless PCS is requesting to sell.                                                            

(b) License
Agreement



| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | Pursuant to a Network Membership License
    Agreement, dated February 4, 1998 (as amended, the
    License Agreement), between AT&T Corp. and the
    Company, AT&T Corp. granted to the Company a royalty-free,
    nontransferable, nonsublicensable, limited right, and license to
    use certain licensed marks (the Licensed Marks)
    solely in connection with certain licensed activities. The
    Licensed Marks include the logo containing the AT&T and
    globe design and the expression Member, AT&T Wireless
    Services Network. The License Agreement also grants to the
    Company the right and license to use Licensed Marks on certain
    permitted mobile phones. The licensed

F-12



---



##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)




| |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 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 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 has
    since been renewed through February 4, 2005. The agreement
    was also amended to include automatic renewals for one-year
    terms unless AT&T notifies the Company of its intention to
    terminate the 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
    $8.4 million and $11.9 million, respectively, 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
    (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.                                                                                                                                                                                                                                                                 

AT&T Wireless PCS or any subsequent holder of
the Series A preferred stock (the Series A
Stock) is bound by the material rights and obligations in
the aforementioned agreements. The Company reserves all rights
with respect to any transfer of Series A preferred stock.

On February 17, 2004, AT&T Wireless and
Cingular Wireless entered into an Agreement and Plan of Merger.
The merger agreement filed with the SEC provides that Cingular
Wireless has agreed to acquire all of the outstanding stock of
AT&T Wireless through a merger of a Cingular Wireless
subsidiary with and into AT&T Wireless, with AT&T
Wireless as the surviving corporation of the merger. The
proposed transaction is subject to the receipt of various
governmental and regulatory consents and approvals. If and when
AT&T Wireless becomes a subsidiary of Cingular Wireless
through this merger, all rights and

F-13



---



##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


obligations associated with the Series A
preferred stock would, by operation of law, continue to apply to
AT&T Wireless PCS as holder of the Series A preferred
stock.

Subsequent to the proposed merger, AT&T
Wireless and its affiliates, including Cingular, may reconsider
AT&T Wireless use of the AT&T brand. Any changes
in use of the brand may affect the benefits provided under the
co-branding arrangement (see   License Agreement
above), which expires in February 2005. The Company will
evaluate the prospective effects of the proposed merger on the
License Agreement prior to such expiration.

The Company will continue to evaluate the
potential effects of the proposed merger on all other material
agreements, including an evaluation of the appropriateness of
the useful lives and potential impairments on related intangible
assets, as facts and circumstance become known.

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
generally vest over a four to five year period.

The following table summarizes restricted stock
activity in 2001, 2002 and 2003 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, 2001                             |  | $                                            | 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 |   |  |   |       | 
|                                            |  |                                              |         |                  |  |                |            |             |  |  |           |   |  |   |       | 
|Restricted stock grants                     |  | $                                            | 3,123   |                  |  |                | (1,002,628 | )           |  |  | 1,002,628 |   |  | $ | 3.12  | 
|Restricted stock forfeitures                |  | $                                            | (14,087 | )                |  |                | 508,472    |             |  |  | (508,472  | ) |  |   |       | 
|Amortization of deferred compensation       |  | $                                            | (28,810 | )                |  |                |            |             |  |  |           |   |  |   |       | 
|                                            |  |                                              |         |                  |  |                |            |             |  |  |           |   |  |   |       | 
|December 31, 2003                           |  | $                                            | 34,780  |                  |  |                | 473,236    |             |  |  | 4,481,259 |   |  |   |       | 
|                                            |  |                                              |         |                  |  |                |            |             |  |  |           |   |  |   |       | 

In 2002, the Company entered into Director Stock
Award Agreements with four of its non-employee directors, Scott
I. Anderson, John D. Beletic, Arnold L. Chavkin and Rohit M.
Desai. Each such 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

F-14



---



##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


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 the
Companys Board of Directors for any reason, the director
has agreed to forfeit any unvested shares, subject to the
exception that if the director is not nominated to serve as a
member of the Board of Directors when his term expires or if
nominated, does not receive the requisite vote to be elected,
the director will be deemed to have served on the Board of
Directors as of the vesting date closest to the relevant annual
meeting of Tritons stockholders.

401(k)
Savings Plan:

The Companys employees are eligible to
participate in 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 $1,172,000 in 2001,
$1,303,000 in 2002 and $1,242,000 in 2003.

Employee
Stock Purchase Plan:

The Company has an Employee Stock Purchase Plan
(the Plan), which was suspended as of January 2003,
pursuant to which employees were able to purchase shares of
Tritons Class A common stock. Under the terms of the
Plan, the Companys Stock Plan Committee establishes
offering periods during each calendar year in which employees
can participate. The purchase price is determined at the
discretion of the Stock Plan Committee but shall not be less
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 38,167 shares of Class A
common stock, at an average per share price of $26.69 in 2001;
202,704 shares of Class A common stock, at an average
per share price of $4.52 in 2002 and 36,504 shares of
Class A common stock, at an average per share price of
$1.57, in January 2003. Following these issuances, the Company
has 440 shares available under the employee stock purchase
plan.

4.     Property and
Equipment

|                        |                                            |                        |           |           |   |  |           |           |  
|----------------------- | ------------------------------------------ | ---------------------- | --------- | --------- | - |  | --------- | --------- | -
|                        |                                            |                       
|                        |                                            | December 31,          
|                        |                                            |                       
|                        |                                            | 2002                   |           | 2003     
|                        |                                            |                        |           |          
|                        |                                            |                       
|                        |                                            | (Dollars in thousands)
|Property and equipment: |                                            |                        |           |           |   |  |           |          
|                        | Land                                       |                        | $         | 377       |   |  | $         | 377       |  
|                        | Network infrastructure and equipment       |                        |           | 1,004,323 |   |  |           | 1,141,200 |  
|                        | Furniture, fixtures and computer equipment |                        |           | 89,208    |   |  |           | 98,134    |  
|                        | Capital lease assets                       |                        |           | 8,454     |   |  |           | 8,946     |  
|                        | Construction in progress                   |                        |           | 37,647    |   |  |           | 22,843    |  
|                        |                                            |                        |           |           |   |  |           |          
|                        |                                            |                        | 1,140,009 |           |   |  | 1,271,500 |          
|                        | Less accumulated depreciation              |                        |           | (343,506  | ) |  |           | (482,630  | )
|                        |                                            |                        |           |           |   |  |           |          
|                        | Property and equipment, net                |                        | $         | 796,503   |   |  | $         | 788,870   |  
|                        |                                            |                        |           |           |   |  |           |          

Depreciation for the years ended
December 31, 2001, 2002 and 2003 totaled
$107.3 million, $126.2 million and
$144.4 million, respectively. During the years ended
December 31, 2001, 2002 and 2003, the Company incurred
charges of $0.2 million, $3.9 million and
$4.4 million, respectively, as the

F-15



---



##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


result of losses on the sale of property and
equipment, charges to accelerate depreciation on certain assets
as a result of managements decision not to complete the
construction of certain network infrastructure and cell site
equipment deemed obsolete. These charges are included in
depreciation and asset disposal expense in the statement of
operations and comprehensive loss.

In July 2001, the Financial Accounting Standards
Board (FASB) issued SFAS No. 143
Accounting for Asset Retirement Obligations. This
statement provides accounting and reporting standards for costs
associated with the retirement of long-lived assets and requires
entities to record the fair value of a liability for an asset
retirement obligation in the period in which it is incurred.
When the liability is initially recorded, the entity capitalizes
the cost by increasing the carrying amount of the related
long-lived asset. Over time, the liability is accreted to its
present value, and the capitalized cost is depreciated over the
estimated useful life of the related asset. Upon settlement of
the liability, an entity either settles the obligations for its
recorded amount or incurs a gain or loss.

Triton is subject to asset retirement obligations
associated with its cell site operation leases, which are
subject to the provisions of SFAS No. 143. Cell site
lease arrangements may contain clauses requiring restoration of
the leased site at the end of the lease term, creating an asset
retirement obligation. In addition to cell site operating
leases, leases related to retail and administrative locations
are subject to the provisions of SFAS No. 143.

Upon adoption, Triton recorded an asset
retirement obligation of $1.2 million and capitalized the
same amount by increasing the related assets carrying
costs. In addition, $0.7 million of accretion expense was
recorded to increase the asset retirement obligation to its
present value.

During 2003, there were no liabilities settled or
changes in cash flow estimates used to establish this
obligation. No assets are legally restricted for the purposes of
settling asset retirement obligations.

5.     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 are classified as having an indefinite life and 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 from one another. The Company has
evaluated these assets, and based upon a discounted future cash
flows model, the FCC licenses are not impaired.

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

|          |                                                    |                                                  |   |          |   |        |   |          |   |  |   |          |  
|--------- | -------------------------------------------------- | ------------------------------------------------ | - | -------- | - | ------ | - | -------- | - |  | - | -------- | -
|          |                                                    |                                                 
|          |                                                    | December 31,                                    
|          |                                                    |                                                 
|          |                                                    | 2001                                             |   | 2002     |   | 2003  
|          |                                                    |                                                  |   |          |   |       
|          |                                                    | Pro forma                                        |   | Actual   |   | Actual
|          |                                                    |                                                  |   |          |   |       
|          |                                                    |                                                 
|          |                                                    | (Dollars in thousands, except per share amounts)
|Net Loss: |                                                    |                                                  |   |          |   |        |   |          |   |  |   |         
|          | Reported net loss available to common stockholders |                                                  | $ | (209,480 | ) |        | $ | (172,533 | ) |  | $ | (167,388 | )
|          | Add back: FCC license amortization                 |                                                  | $ | 6,943    |   |        |   |         |   |  |   |         |  
|          |                                                    |                                                  |   |          |   |        |   |          |   |  |   |         
|          | Adjusted net loss                                  |                                                  | $ | (202,537 | ) |        | $ | (172,533 | ) |  | $ | (167,388 | )

F-16



---



##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


|                                          |                                                    |                                                  |   |        |   |        |   |       |   |  |   |       |  
|----------------------------------------- | -------------------------------------------------- | ------------------------------------------------ | - | ------ | - | ------ | - | ----- | - |  | - | ----- | -
|                                          |                                                    |                                                 
|                                          |                                                    | December 31,                                    
|                                          |                                                    |                                                 
|                                          |                                                    | 2001                                             |   | 2002   |   | 2003  
|                                          |                                                    |                                                  |   |        |   |       
|                                          |                                                    | Pro forma                                        |   | Actual |   | Actual
|                                          |                                                    |                                                  |   |        |   |       
|                                          |                                                    |                                                 
|                                          |                                                    | (Dollars in thousands, except per share amounts)
|Basic and Diluted Earnings per
    Share: |                                                    |                                                  |   |        |   |        |   |       |   |  |   |      
|                                          | Reported net loss available to common stockholders |                                                  | $ | (3.22  | ) |        | $ | (2.62 | ) |  | $ | (2.52 | )
|                                          | FCC license amortization                           |                                                  |   | 0.11   |   |        |   |      |   |  |   |      |  
|                                          |                                                    |                                                  |   |        |   |        |   |       |   |  |   |      
|                                          | Adjusted net loss                                  |                                                  | $ | (3.11  | ) |        | $ | (2.62 | ) |  | $ | (2.52 | )
|                                          |                                                    |                                                  |   |        |   |        |   |       |   |  |   |      

The following table summarizes the Companys
intangible assets as of December 31, 2002 and 2003,
respectively.

|                               |  |                        |         |             |  |       |         |   |  |            
|------------------------------ |  | ---------------------- | ------- | ----------- |  | ----- | ------- | - |  | -----------
|                               |  |                        |         |            
|                               |  | December 31,           |         |            
|                               |  |                        |         | Amortizable
|                               |  | 2002                   |         | 2003        |  | Lives
|                               |  |                        |         |             |  |      
|                               |  |                        |         |            
|                               |  | (Dollars in thousands) |         |            
|PCS Licenses                   |  | $                      | 392,922 |             |  | $     | 493,296 |   |  | Indefinite 
|AT&T agreements                |  |                        | 26,026  |             |  |       | 26,026  |   |  | 10-20 years
|Bank financing                 |  |                        | 17,706  |             |  |       | 4,522   |   |  | 5-10 years 
|Exclusivity agreement          |  |                        | 2,964   |             |  |       | 164     |   |  | 1-3 years  
|Trademark                      |  |                        | 64      |             |  |       | 64      |   |  | 40 years   
|Other                          |  |                        | 3,357   |             |  |       | 3,163   |   |  | 1-10 years 
|                               |  |                        |         |             |  |       |         |   |  |            
|                               |  |                        | 443,039 |             |  |       | 527,235 |   |  |            
|Less: accumulated amortization |  |                        | (47,790 | )           |  |       | (38,352 | ) |  |            
|                               |  |                        |         |             |  |       |         |   |  |            
|Intangible assets, net         |  | $                      | 395,249 |             |  | $     | 488,883 |   |  |            
|                               |  |                        |         |             |  |       |         |   |  |            

Amortization of intangibles for the years ended
December 31, 2001, 2002 and 2003 totaled
$23.8 million, $7.5 million and $10.2 million,
respectively. AT&T agreements, trademarks and other
intangible asset amortization, which is recorded as amortization
expense on the consolidated statement of operations and
comprehensive loss, was $2.7 million, $2.9 million and
$2.7 million for the years ended December 31, 2001,
2002 and 2003, respectively. Bank financing amortization, which
is recorded as interest expense or debt extinguishment costs, as
applicable, on the consolidated statement of operations and
comprehensive loss was $5.6 million, $1.8 million and
$5.5 million for the years ended December 31, 2001,
2002 and 2003, respectively. Exclusivity agreement amortization,
which is recorded as contra equipment revenue on the
consolidated statement of operations and comprehensive loss, was
$1.1 million, $2.8 million and $2.0 million for
the years ended December 31, 2001, 2002, and 2003,
respectively. In addition, during 2001, the Company recorded an
additional $14.4 million of amortization expense, which was
comprised of $7.0 million of amortization of the
Companys FCC licenses prior to the adoption of
SFAS No. 142 and $7.4 million of amortization of
its subscriber lists.

Estimated aggregate amortization of intangibles
for the next five years is as follows:

|     |  |        |       | 
|---- |  | ------ | ----- | 
|     |  | (000s)
|     |  |       
|2004 |  | $      | 3,499 | 
|2005 |  |        | 3,328 | 
|2006 |  |        | 3,219 | 
|2007 |  |        | 3,094 | 
|2008 |  |        | 1,060 | 

F-17



---



##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


6.     Detail of
Certain Liabilities

The following table summarizes certain current
liabilities as of December 31, 2002 and 2003, respectively.

|                           |                                                 |                                 |   |        |        |  |   |        |        | 
|-------------------------- | ----------------------------------------------- | ------------------------------- | - | ------ | ------ |  | - | ------ | ------ | 
|                           |                                                 |                                
|                           |                                                 | December 31,                   
|                           |                                                 |                                
|                           |                                                 | 2002                            |   | 2003  
|                           |                                                 |                                 |   |       
|                           |                                                 |                                
|                           |                                                 | (Dollars in thousands)         
|Accrued liabilities:       |                                                 |                                 |   |        |        |  |   |       
|                           | Bank overdraft liability                        |                                 | $ | 25,892 |        |  | $ | 22,721 |       
|                           | Accrued payroll and related expenses            |                                 |   | 16,282 |        |  |   | 13,831 |       
|                           | Accrued expenses                                |                                 |   | 5,999  |        |  |   | 13,819 |       
|                           | Accrued interest                                |                                 |   | 20,637 |        |  |   | 23,270 |       
|                           |                                                 |                                 |   |        |        |  |   |       
|                           |                                                 | Total accrued liabilities       |   | $      | 68,810 |  |   | $      | 73,641 | 
|                          
|Other current liabilities: |                                                 |                                 |   |        |        |  |   |       
|                           | Deferred revenue                                |                                 | $ | 19,548 |        |  | $ | 21,605 |       
|                           | Deferred gain on sale of property and equipment |                                 |   | 1,190  |        |  |   | 1,190  |       
|                           | Security deposits                               |                                 |   | 10,468 |        |  |   | 12,914 |       
|                           |                                                 |                                 |   |        |        |  |   |       
|                           |                                                 | Total other current liabilities |   | $      | 31,206 |  |   | $      | 35,709 | 

7.     Long-Term
Debt

The following table summarizes the Companys
borrowings as of December 31, 2002 and 2003, respectively.

|                                   |                                              |                                         |   |           |           |  |   |           |           | 
|---------------------------------- | -------------------------------------------- | --------------------------------------- | - | --------- | --------- |  | - | --------- | --------- | 
|                                   |                                              |                                        
|                                   |                                              | December 31,                           
|                                   |                                              |                                        
|                                   |                                              | 2002                                    |   | 2003     
|                                   |                                              |                                         |   |          
|                                   |                                              |                                        
|                                   |                                              | (Dollars in thousands)                 
|Current portion of long-term debt: |                                              |                                         |   |           |           |  |   |          
|                                   | Current portion of capital lease obligations |                                         | $ | 1,787     |           |  | $ | 1,444     |          
|                                   | Current portion of bank credit facility      |                                         |   | 15,382    |           |  |   |          |          
|                                   |                                              |                                         |   |           |           |  |   |          
|                                   |                                              | Total current portion of long-term debt |   |           | 17,169    |  |   |           | 1,444     | 
|                                  
|Long-term debt:                    |                                              |                                         |   |           |           |  |   |          
|                                   | Capital lease obligations                    |                                         | $ | 964       |           |  | $ | 909       |          
|                                   | Bank credit facility                         |                                         |   | 192,579   |           |  |   |          |          
|                                   | 8 1/2% senior notes                          |                                         |   |          |           |  |   | 710,205   |          
|                                   | 11% senior subordinated discounted notes     |                                         |   | 488,590   |           |  |   |          |          
|                                   | 9 3/8% senior subordinated notes             |                                         |   | 339,495   |           |  |   | 340,395   |          
|                                   | 8 3/4% senior subordinated notes             |                                         |   | 391,635   |           |  |   | 392,279   |          
|                                   |                                              |                                         |   |           |           |  |   |          
|                                   |                                              | Total long-term debt                    |   |           | 1,413,263 |  |   |           | 1,443,788 | 
|                                   | Total debt                                   |                                         | $ | 1,430,432 |           |  | $ | 1,445,232 |          
|                                   |                                              |                                         |   |           |           |  |   |          

Interest expense, net of capitalized interest was
$117.5 million, $144.1 million and $141.2 million for
the years ended December 31, 2001, 2002 and 2003,
respectively. The Company capitalized interest of
$5.9 million, $4.2 million and $1.7 million in
the years ended December 31, 2001, 2002 and 2003
respectively. The weighted average interest rate for total debt
outstanding during 2002 and 2003 was 9.69%

F-18



---



##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


and 9.06% respectively. The average rate at
December 31, 2002 and 2003 was 9.70% and 8.40%,
respectively. The Company is in compliance with all required
covenants as of December 31, 2003.

Aggregate maturities are as follows:

|           |  |        |           | 
|---------- |  | ------ | --------- | 
|           |  | (000s)
|           |  |       
|2004       |  | $      | 1,444     | 
|2005       |  |        | 877       | 
|2006       |  |        | 29        | 
|2007       |  |        | 3         | 
|2008       |  |        |          | 
|Thereafter |  |        | 1,442,879 | 
|           |  |        |           | 
|Total      |  | $      | 1,445,232 | 
|           |  |        |           | 



| |                    
| | -------------------
| | Old Credit Facility

The Company repaid all outstanding borrowings and
retired its then existing credit facility with a portion of the
proceeds from the sale of the 8 1/2% notes on June 13,
2003. In connection with the retirement of this credit facility,
the Company wrote-off deferred financing costs of approximately
$3.7 million for the year ended December 31, 2003.



| |                    
| | -------------------
| | New Credit Facility

On June 13, 2003, 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
Lehman Commercial Paper Inc., CoBank, ACB, Citicorp North
America, Inc., Chase Lincoln First Commercial Corporation and
Merrill Lynch, Pierce, Fenner & Smith Incorporated,
whom the Obligors refer to as the lenders, and Lehman Brothers
Inc., CoBank, ACB and Citigroup Global Markets Inc. as
joint-lead arrangers, pursuant to which the lenders agreed to
lend to us up to $100 million in revolving credit loans.
The following is a summary of certain of the provisions of the
new credit facility.

All loans made under the new credit facility will
be due on June 30, 2008.

The Obligors obligations under the new
credit facility are guaranteed by all of their domestic
subsidiaries, other than the special purpose subsidiaries that
hold the Obligors real property and leasehold interests
and their FCC licenses, and are secured by liens and security
interests in substantially all of Triton PCS and its
subsidiaries personal property and by a pledge by the
Company of its capital stock and by a pledge of the capital
stock and membership interests of each of the Companys
domestic subsidiaries, including the membership interests of the
non-guarantor subsidiaries. The proceeds of the loans will be
available for general corporate purposes.

The loans will bear interest at either LIBOR, the
London interbank offered rate, plus an applicable margin of
initially 2.75%, or an adjusted base rate, plus an applicable
margin of initially 1.50%, at the Companys option. The
applicable margin will fluctuate from and after January 1,
2004, depending on the Companys credit rating. The Company
will also be required to pay a fee of 0.5% on the unused portion
of the revolving credit commitment.

The credit facility contains customary financial
covenants that will become effective only upon the initial
drawing under the credit facility, including a minimum interest
coverage ratio of 1.25:1, a maximum senior leverage ratio of
4.25:1 at any time prior to January 1, 2004, and 4.00:1 at
any time after December 31, 2003, a maximum total leverage
ratio of 7.50:1 and a limit on capital expenditures, as well as
customary representations and warranties and affirmative and
negative covenants. The credit facility

F-19



---



##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


contains restrictions on the Obligors, the
Obligors subsidiaries and Holdings ability to
dispose of assets, incur additional indebtedness, incur guaranty
obligations, pay dividends, make capital distributions, create
liens on assets, make investments, make acquisitions, engage in
mergers or consolidations, engage in certain transactions with
affiliates and otherwise restrict corporate activities. The
Obligors do not expect that such covenants will materially
impact their ability or the ability of their subsidiaries to
operate their respective businesses.

The credit facility permits, subject to certain
limitations, the cash payment of dividends on the Companys
preferred stock, the redemption of the Companys preferred
stock and the Companys senior and subordinated debt and,
subject to certain limitations, the Companys common stock.

The new credit facility contains customary events
of default, including the failure to pay principal when due or
any interest or other amount that becomes due within a period of
time after the due date thereof, any representation or warranty
being made that is incorrect in any material respect on or as of
the date made, a default in the performance of any negative
covenants, a default in the performance of certain other
covenants or agreements for a specified period, certain
insolvency events, certain change of control events and
cross-defaults to other indebtedness.

As of December 31, 2003, the Company had no
outstanding borrowing on its $100.0 million revolving
credit facility. In addition, the Company was in pro forma
compliance with all credit facility covenants, which would
become effective in the event of a draw on the credit facility,
as of December 31, 2003.



| |             
| | ------------
| | Senior Notes



| |                    
| | -------------------
| | 8 1/2% Senior Notes

On June 13, 2003, Triton PCS completed a
private offering of $725.0 million principal amount of its
8 1/2% Senior Notes due 2013 (the 8 1/2%
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
$14.5 million) were approximately $710.5 million.

Cash interest is payable semiannually on
June 1 and December 1.

The 8 1/2% Notes may be redeemed at the
option of Triton PCS, in whole or in part, at various points in
time after June 1, 2008 at redemption prices specified in
the indenture governing the 8 1/2% Notes plus accrued
and unpaid interest, if any.

The 8 1/2% Notes are guaranteed on a
senior basis by all of the subsidiaries of Triton PCS, other
than Triton PCS Property Company L.L.C. and Triton PCS License
Company L.L.C. (Triton PCS indirect subsidiaries that hold
its real estate interests and FCC licenses, respectively). In
addition, the Company is not a guarantor of the
8 1/2% Notes. The 8 1/2% Notes are
effectively subordinated in right of payment to all of Tritons
PCS senior secured debt, including the new credit facility.

Upon a change in control, each holder of the
8 1/2% Notes may require Triton PCS to repurchase such
holders 8 1/2% Notes, in whole or in part, at a
purchase price equal to 101% of the aggregate principal amount,
as applicable, plus accrued, unpaid and additional interest, if
any to the purchase date.

All outstanding principal and interest of the
8 1/2% Notes mature and require complete repayment on
June 1, 2013.

The Company has utilized interest rate swaps to
hedge the fair value of a portion of the 8 1/2% Notes (see
Note 9).

F-20



---



##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)




| |                         
| | ------------------------
| | Senior Subordinated Debt



| |                                     
| | ------------------------------------
| | 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
subordinated basis by all of the subsidiaries of Triton PCS,
other than Triton PCS Property Company L.L.C. and Triton PCS
License Company L.L.C. In addition, the Company is not a
guarantor of the 9 3/8% Notes. The guarantees are unsecured
obligations of the guarantors, and are subordinated in right to
the full payment of all senior debt under the new credit
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 $1.0 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
subordinated basis by all of the subsidiaries of Triton PCS,
other than Triton PCS Property Company L.L.C. and Triton PCS
License Company L.L.C. In addition, the Company is not a
guarantor of the 8 3/4% Notes. The guarantees are unsecured
obligations of the guarantors, and are subordinated in right to
the full payment of all senior debt under the new credit
facility, including all of their obligations as guarantors
thereunder.

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

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

F-21



---



##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)




| |                                           
| | ------------------------------------------
| | Repayment of Senior Subordinated
    Notes



| |                              
| | -----------------------------
| | 11% Senior Subordinated Notes

On May 30, 2003, Triton PCS commenced a
tender offer to purchase any and all of its then outstanding
$512.0 million aggregate principal amount of 11% notes. On
June 13, 2003, Triton PCS used a portion of the proceeds
from the sale of its 8 1/2% Notes to purchase
approximately $408.6 million principal amount of
11% Notes deemed to have been validly tendered pursuant to
the tender offer for aggregate cash consideration of
approximately $438.3 million, representing the tender offer
consideration plus accrued and unpaid interest from the last
interest payment date to, but excluding June 13, 2003. On
July 14, 2003, in accordance with the terms and the
indenture governing the 11% Notes, the Company redeemed the
remaining $111.4 million in the aggregate, which amount
consisted of a redemption price of 105.5% of principle amount of
the 11% Notes plus accrued and unpaid interest to, but not
including, the redemption date. In connection with the
repurchase and redemption of the 11% Notes, Triton PCS
incurred total costs of approximately $37.5 for the year ended
December 31, 2003, which primarily included the tender
offer premium, tender offer fee, and write-off of deferred
financing costs related to the 11% Notes.

8.     Income
Taxes

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

|                         |         |                          |       |       |  |      |        |        |  |   |        |       | 
|------------------------ | ------- | ------------------------ | ----- | ----- |  | ---- | ------ | ------ |  | - | ------ | ----- | 
|                         |         |                         
|                         |         | Years Ended December 31,
|                         |         |                         
|                         |         | 2001                     |       | 2002  |  | 2003
|                         |         |                          |       |       |  |     
|Current                  |         |                          |       |       |  |      |        |        |  |   |        |      
|                         | Federal |                          |       |      |  |      |        |       |  |   |        |      | 
|                         | State   |                          | $     | 1,083 |  |      | $      | 976    |  |   | $      | 1,560 | 
|                         |         |                          |       |       |  |      |        |        |  |   |        |      
|                         |         |                          | 1,083 |       |  |      | 976    |        |  |   | 1,560  |      
|                         |         |                          |       |       |  |      |        |        |  |   |        |      
|Deferred                 |         |                          |       |       |  |      |        |        |  |   |        |      
|                         | Federal |                          |       |      |  |      |        | 21,409 |  |   |        | 8,818 | 
|                         | State   |                          |       |      |  |      |        | 2,265  |  |   |        | 1,529 | 
|                         |         |                          |       |       |  |      |        |        |  |   |        |      
|                         |         |                          |      |       |  |      | 23,674 |        |  |   | 10,347 |      
|                         |         |                          |       |       |  |      |        |        |  |   |        |      
|Total income tax expense |         | $                        | 1,083 |       |  | $    | 24,650 |        |  | $ | 11,907 |      
|                         |         |                          |       |       |  |      |        |        |  |   |        |      

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

|                                           |            |      |        |      |   |      |        |       |    |  |        |       |   
|------------------------------------------ | ---------- | ---- | ------ | ---- | - | ---- | ------ | ----- | -- |  | ------ | ----- | --
|                                           |            | 2001 |        | 2002 |   | 2003
|                                           |            |      |        |      |   |     
|U.S. federal statutory rate                |            |      | 35.00  | %    |   |      | 35.00  | %     |    |  | 35.00  | %    
|State income taxes, net of federal benefit |            |      | (0.35  | )%   |   |      | (1.55  | )%    |    |  | (1.41  | )%   
|Change in federal valuation allowance      |            |      | (35.26 | )%   |   |      | (50.75 | )%    |    |  | (40.01 | )%   
|                                           | Other, net |      |        | 0.06 | % |      |        | (0.85 | )% |  |        | (1.95 | )%
|                                           |            |      |        |      |   |      |        |       |    |  |        |      
|Effective Tax Rate                         |            |      | (0.55  | )%   |   |      | (18.15 | )%    |    |  | (8.37  | )%   
|                                           |            |      |        |      |   |      |        |       |    |  |        |      

F-22



---



##### 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):

|                             |                                  |                          |          |         |         |   |          |         |         | 
|---------------------------- | -------------------------------- | ------------------------ | -------- | ------- | ------- | - | -------- | ------- | ------- | 
|                             |                                  | 2002                     |          | 2003   
|                             |                                  |                          |          |        
|Deferred tax assets:         |                                  |                          |          |         |         |   |          |        
|                             | Non-deductible accruals          |                          | $        | 10,533  |         |   | $        | 17,205  |        
|                             | Capitalized startup costs        |                          |          | 320     |         |   |          |        |        
|                             | Deferred gain                    |                          |          | 11,426  |         |   |          | 10,713  |        
|                             | Unrealized losses                |                          |          | 7,387   |         |   |          | 7,231   |        
|                             | Intangibles                      |                          |          | 239     |         |   |          |        |        
|                             | Net operating loss carry forward |                          |          | 351,237 |         |   |          | 381,745 |        
|                             |                                  |                          |          |         |         |   |          |        
|                             |                                  |                          | 381,142  |         |         |   | 416,894  |        
|Valuation allowance          |                                  |                          | (315,129 | )       |         |   | (351,631 | )      
|                             |                                  | Net deferred tax assets  |          |         | 66,013  |   |          |         | 65,263  | 
|                             |                                  |                          |          |         |         |   |          |        
|                            
|Deferred liabilities         |                                  |                          |          |         |         |   |          |        
|                             | FCC licenses                     |                          |          | 35,609  |         |   |          | 45,956  |        
|                             | Depreciation and amortization    |                          |          | 66,013  |         |   |          | 65,263  |        
|                             |                                  |                          |          |         |         |   |          |        
|                            
|                             |                                  | Deferred tax liabilities |          |         | 101,622 |   |          |         | 111,219 | 
|                             |                                  |                          |          |         |         |   |          |        
|                            
|Net deferred tax liabilities |                                  | $                        | 35,609   |         |         | $ | 45,956   |        
|                             |                                  |                          |          |         |         |   |          |        

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 that
the Company will realize the benefits of the deferred tax
assets, net of the existing valuation allowance at
December 31, 2003. As of December 31, 2003,
approximately $7.0 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-23



---



##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


|                                                |                   |                |         |            |  |          |         |            |  |   |      |         |  |   |      |         | 
|----------------------------------------------- | ----------------- | -------------- | ------- | ---------- |  | -------- | ------- | ---------- |  | - | ---- | ------- |  | - | ---- | ------- | 
|                                                |                   |               
|                                                |                   | December 31,  
|                                                |                   |               
|                                                |                   |                |         |           
|                                                |                   | 2002           |         | 2003      
|                                                |                   |                |         |           
|                                                |                   | Carrying       |         | Estimated  |  | Carrying |         | Estimated 
|                                                |                   | Amount         |         | Fair Value |  | Amount   |         | Fair Value
|                                                |                   |                |         |            |  |          |         |           
|                                                |                   |               
|                                                |                   | (in thousands)
|Interest rate swaps  acting as a hedge         |                   | $              | (5,459  | )          |  | $        | (5,459  | )          |  | $ | (846 | )       |  | $ | (846 | )      
|Interest rate swaps  not acting as a
    hedge |                   |                | (18,360 | )          |  |          | (18,360 | )          |  |   |     |         |  |   |     |        
|Long-term debt:                                 |                   |                |         |            |  |          |         |            |  |   |      |         |  |   |      |        
|                                                | Senior debt       |                |         |           |  |          |         |           |  |   |      | 710,205 |  |   |      | 779,375 | 
|                                                | Subordinated debt |                |         | 1,219,720  |  |          |         | 1,060,060  |  |   |      | 732,674 |  |   |      | 751,000 | 
|                                                | Bank term loan    |                |         | 207,961    |  |          |         | 207,961    |  |   |      |        |  |   |      |        | 
|                                                | Capital leases    |                |         | 2,751      |  |          |         | 2,751      |  |   |      | 2,353   |  |   |      | 2,353   | 

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 senior debt,
subordinated debt, bank loans and capital leases. The fair value
of senior and 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 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 was designated as, and met
all the required criteria for, a cash flow hedge were recorded
in accumulated other comprehensive income and reclassified into
earnings as the underlying hedged items affected earnings.
Amounts reclassified into earnings related to interest rate swap
agreements were included in interest expense. The ineffective
portion of the gain or loss on a derivative was recognized in
earnings within other income or expense. Due to the repayment of
its former credit facility on June 13, 2003, the Company
terminated all 13 of its previously existing interest rate swaps
for aggregate cash consideration of $23.7 million, which
included accrued and unpaid interest through the date of
termination. Approximately $0.0 million, $0.1 million
and $0.0 million of hedge ineffectiveness for existing
derivative instruments for the years ended December 31,
2001 and 2002 and the period January 1, 2003 through
June 13, 2003, respectively, was recorded based on
calculations in accordance with SFAS No. 133, as amended.
In addition, approximately $20.4 million of cumulative
expense had been realized in the statement of operations for
interest rate swaps that no longer acted as hedges.

During the fourth quarter of 2003, the Company
entered into three interest rate swap agreements for an
aggregate notional amount of $155.0 million. The Company
utilizes these interest rate swap derivatives to manage changes
in market conditions related to interest rate payments on its
fixed rate debt obligations. All interest rate swaps, as of
December 31, 2003, are classified as fair value hedges, and
therefore, any changes in the fair value of the interest rate
swaps are recorded as an adjustment to the carrying value of the
matched debt. As of December 31, 2003, the fair value of
the derivatives were recorded as a $0.8 million liability.

F-24



---



##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


10.     Relationship
with Lafayette Communications Company L.L.C.

On June 20, 2003, Lafayette (in two separate
transactions) sold 12 personal communication service licenses to
the Company for an aggregate fair value of approximately
$100.1 million. As a part of these transactions, the
Company paid approximately $28.1 million to the FCC to
satisfy Lafayettes outstanding obligations due to the FCC.
In addition, all loans receivable from Lafayette to the Company
were satisfied in connection with these transactions. Theses
licenses cover populations totaling approximately
4.3 million people, including all of South Carolina and
parts of Virginia and Georgia.

In a separate transaction, Lafayette acquired the
Companys 39% ownership interest in Lafayette for nominal
consideration, and as a result, the Company no longer has any
interest in or relationship with Lafayette. As of June 30,
2003, all loans receivable from Lafayette to the Company had
been satisfied.

11.     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 recognizes 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 $2.4 million as of
December 31, 2003. As of December 31, 2003, 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)
|2004                                        |       | $              | 48,254  |         |  | $ | 1,565 |      
|2005                                        |       |                | 40,723  |         |  |   | 910   |      
|2006                                        |       |                | 34,972  |         |  |   | 30    |      
|2007                                        |       |                | 29,021  |         |  |   | 3     |      
|2008                                        |       |                | 24,518  |         |  |   |      |      
|Thereafter                                  |       |                | 131,506 |         |  |   |      |      
|                                            |       |                |         |         |  |   |       |      
|                                            | Total |                | $       | 308,994 |  |   | $     | 2,508 | 
|                                            |       |                |         |         |  |   |       |      
|Interest expense                            |       |                |         |         |  |   | 155   |      
|                                            |       |                |         |         |  |   |       |      
|Net present value of future payments        |       |                |         |         |  |   | 2,353 |      
|Current portion of capital lease obligation |       |                |         |         |  |   | 1,444 |      
|                                            |       |                |         |         |  |   |       |      
|                                            |       |                |         |         |  | $ | 909   |      
|                                            |       |                |         |         |  |   |       |      

Rent expense under operating leases was
$47.1 million, $50.9 million and $51.8 million
for the years ended December 31, 2001, 2002 and 2003,
respectively.

As of December 31, 2003, the Company had
entered into contractual commitments to purchase equipment and
software to complete the overlay of its GSM/ GPRS network as
well as certain support related to its administrative systems.
The total amount of these commitments as of December 31,
2003 was $26.5 million, of which $25.7 million,
$0.5 million and $0.3 million is committed for the
years ended December 31, 2004, 2005 and 2006, respectively.

F-25



---



##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


(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.

12.     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, 2003, cumulative dividends accrued and
classified as a component of preferred stock in the accompanying
balance sheet are $61.7 million. The Company may defer
payment of the dividends until June 30, 2008, at which time
all deferred dividend payments must be made. The Series A
is redeemable at its accreted value at the option of the Company
on or after February 4, 2008. The Series A is
redeemable at the option of the holders on or after
February 4, 2018. The Series A and the Series B
preferred stock (Series B) are on a parity
basis with respect to dividend rights and rights on liquidation
and senior to all other classes of preferred or common stock of
the Company. The Series A holders do not have any voting
rights, except as required by law or in certain circumstances,
but have the right to nominate one director.

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

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

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

(b) Public
Offering

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

13.     Termination
Benefits and Other Related Charges

In January 2003, the Company completed a
streamlining of its operations, which consolidated operations
functionally from a more decentralized structure and resulted in
the termination of 157 positions and the elimination of 13
unfilled positions, or 8% of the Companys workforce. In
addition, 14 employees were relocated as a result of the
streamlining. The workforce reduction resulted in
$2.7 million of expenses

F-26



---



##### Table of Contents



TRITON PCS HOLDINGS, INC.


NOTES TO CONSOLIDATED FINANCIAL
STATEMENTS  (Continued)


incurred during the year ended December 31,
2003, consisting of $1.7 million for one-time termination
benefits and $1.0 million for relocation and other related
workforce reduction expenses. As of December 31, 2003, the
Company had incurred all costs associated with this streamlining
of operations.

14. Quarterly Results of Operations
(Unaudited)

The following table summarizes the Companys
quarterly financial data for the two years ended
December 31, 2003, and December 31, 2002,
respectively. This information is derived from the
Companys unaudited financial statements included in its
Form 10-Q filings and includes, in managements
opinion, only normal and recurring adjustments that it considers
necessary for a fair presentation of the results for such
periods. The operating results for any particular quarter are
not necessarily indicative of results for that year or any
future period.

|                                       |  |                                       |         |         |  |         |         |         |  |   |         |   |  |   |         |  
|-------------------------------------- |  | ------------------------------------- | ------- | ------- |  | ------- | ------- | ------- |  | - | ------- | - |  | - | ------- | -
|                                       |  | 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    | )       |  |         | 7,085   |         |  |   | 9,376   |   |  |   | (6,108  | )
|Net loss available to stockholders     |  |                                       | (51,753 | )       |  |         | (35,524 | )       |  |   | (37,441 | ) |  |   | (47,815 | )
|Net loss per share  basic and diluted |  | $                                     | (0.79   | )       |  | $       | (0.54   | )       |  | $ | (0.57   | ) |  | $ | (0.72   | )

|                                       |  |                                       |         |         |  |         |         |         |  |   |         |   |  |   |         |  
|-------------------------------------- |  | ------------------------------------- | ------- | ------- |  | ------- | ------- | ------- |  | - | ------- | - |  | - | ------- | -
|                                       |  | First                                 |         | Second  |  | Third   |         | Fourth 
|2003                                   |  | Quarter                               |         | Quarter |  | Quarter |         | Quarter
|                                       |  |                                       |         |         |  |         |         |        
|                                       |  |                                      
|                                       |  | (in thousands, except per share data)
|Total revenue                          |  | $                                     | 188,461 |         |  | $       | 206,470 |         |  | $ | 213,668 |   |  | $ | 201,500 |  
|Income from operations                 |  |                                       | 4,432   |         |  |         | 15,998  |         |  |   | 17,698  |   |  |   | 2,683   |  
|Net loss available to stockholders     |  |                                       | (38,013 | )       |  |         | (64,669 | )       |  |   | (30,029 | ) |  |   | (34,677 | )
|Net loss per share  basic and diluted |  | $                                     | (0.57   | )       |  | $       | (0.97   | )       |  | $ | (0.46   | ) |  | $ | (0.52   | )

15.     Supplemental
Cash Flow Information

|                                                                       |                                                                   |                |        |        |  |      |        |         |   |   |         |         |  
|---------------------------------------------------------------------- | ----------------------------------------------------------------- | -------------- | ------ | ------ |  | ---- | ------ | ------- | - | - | ------- | ------- | -
|                                                                       |                                                                   | 2001           |        | 2002   |  | 2003
|                                                                       |                                                                   |                |        |        |  |     
|                                                                       |                                                                   |               
|                                                                       |                                                                   | (in thousands)
|Cash paid during the year for interest, net of
    amounts capitalized |                                                                   | $              | 50,301 |        |  | $    | 89,831 |         |   | $ | 116,915 |        
|Cash paid during the year for taxes                                    |                                                                   |                | 1,083  |        |  |      | 976    |         |   |   | 1,560   |        
|Non-cash investing and financing activities:                           |                                                                   |                |        |        |  |      |        |         |   |   |         |        
|                                                                       | Deferred stock compensation                                       |                |        | 67,617 |  |      |        | 3,365   |   |   |         | (10,964 | )
|                                                                       | Equipment acquired under capital lease obligation                 |                |        | 786    |  |      |        | 291     |   |   |         | 1,551   |  
|                                                                       | Change in fair value of derivative instruments                    |                |        | 20,584 |  |      |        | 3,235   |   |   |         | (583    | )
|                                                                       | Change in capital expenditures included in
    accounts payable   |                |        | 24,519 |  |      |        | (30,667 | ) |   |         | (5,375  | )
|                                                                       | FCC license acquisition through retirement of
    note receivable |                |        |       |  |      |        |        |   |   |         | 71,961  |  

F-27



---



##### Table of Contents






Item 9. Changes in and Disagreements with
Accountants on Accounting and Financial Disclosure

None.




Item
9A.     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
Senior Vice President of Operations and Controller have
concluded, based on their evaluation as of December 31,
2003, that 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
and Senior Vice President of Operations and Controller, as
appropriate to allow timely decisions regarding required
disclosure.

There were no changes in Tritons internal
controls over financial reporting that occurred during the year
ended December 31, 2003 that have materially affected, or
are reasonably likely to materially affect, Tritons
internal control over financial reporting.




PART III




Item
10.     Directors and Executive
Officers of the Registrant

The information required by this Item is
incorporated by reference to Holdings proxy statement for
the 2004 annual meeting of stockholders.

Triton has adopted a code of conduct that applies
to all employees and its Board of Directors and a separate code
of ethics that applies to Tritons senior financial
officers, including the principal executive officer, principal
financial officer and principal accounting officer. A copy of
both the code of conduct and senior financial officer code of
ethics will be available on Tritons website at
http://www.tritonpcs.com.

As previously disclosed, Steven R. Skinner
resigned as a director effective as of May 2003 in connection
with his retirement from Triton, and Robert Stokes resigned as a
director effective as of June 2003. Neither Mr. Skinner nor
Mr. Stokes indicated any disagreement with management in
connection with their resignation from the board of directors.
Mr. Stokes was nominated to serve as a director by AT&T
Wireless pursuant to its rights as a holder of our Series A
preferred stock, and AT&T Wireless has not exercised its
right to designate a replacement Class II director nominee,
although it has reserved its right to designate a director in
the future. In August 2003, Tritons board of directors
appointed Mathias DeVito to fill Mr. Stokes seat as a
Class II director, and in November 2003, the board
appointed Eric Haskell to fill Mr. Skinners seat as a
Class III director. As of November 6, 2003, we amended
our stockholders agreement to provide that the board of
directors may consist of up to nine members, and in November
2003, the board of directors expanded the board to eight
members, and in January 2004, appointed David Watson as a
Class II director to fill the vacancy created by such
expansion.

John D. Beletic resigned as a member of
Tritons board of directors effective as of
February 26, 2004, and in connection with his resignation,
Mr. Beletic did not indicate any disagreement with
management. In accordance with the terms of his separation
agreement, Triton has agreed to pay Mr. Beletic all
directors fees earned but unpaid through February 26,
2004 and a one-time payment of $107,250. Triton has also agreed
to accelerate the vesting of all of the restricted stock awarded
to Mr. Beletic in June 2002.

41



---



##### Table of Contents






Item
11.     Executive
Compensation

The information required by this Item is
incorporated by reference to Triton PCS Holdings, Inc.s
proxy statement for the 2004 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 2004 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 2004 annual meeting of stockholders.




Item
14.     Principal Accountant Fees
and Services

The information required by this Item is
incorporated by reference to Triton PCS Holdings, Inc.s
proxy statement for the 2004 annual meeting of stockholders.




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 Auditors                                                                |  |  | 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.                 |  |  | 43  | 
|Schedule II  Valuation and
    Qualifying Accounts                                           |  |  | 46  | 

42



---



##### 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,
|                                                         |                                    | 2002                   |          | 2003        
|                                                         |                                    |                        |          |             
|                                                         |                                    |                       
|                                                         |                                    | (Dollars in thousands)
|ASSETS:                                                  |                                    |                        |          |              |  |   |          |        
|                                                         | Investment in subsidiaries         |                        | $        |             |  |   | $        |        | 
|                                                         |                                    |                        |          |              |  |   |          |        
|Total Assets                                             |                                    | $                      |         |              |  | $ |         |        
|                                                         |                                    |                        |          |              |  |   |          |        
|                                                        
|LIABILITIES AND STOCKHOLDERS
    DEFICIT:               |                                    |                        |          |              |  |   |          |        
|                                                         | Equity in net loss of subsidiaries |                        | $        | 60,186       |  |   | $        | 179,950 | 
|                                                         |                                    |                        |          |              |  |   |          |        
|Total Liabilities                                        |                                    |                        | 60,186   |              |  |   | 179,950  |        
|Series A Redeemable Preferred Stock, $0.01
    par value |                                    |                        | 127,003  |              |  |   | 140,301  |        
|STOCKHOLDERS DEFICIT                                    |                                    |                        |          |              |  |   |          |        
|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                    |                                    |                        | 603      |              |  |   | 609      |        
|Class B Non-voting Common Stock, $0.01 par
    value     |                                    |                        | 79       |              |  |   | 79       |        
|Additional paid-in capital                               |                                    |                        | 615,587  |              |  |   | 591,376  |        
|Accumulated deficit                                      |                                    |                        | (722,075 | )            |  |   | (876,165 | )      
|Accumulated Other Comprehensive Income                   |                                    |                        | (5,459   | )            |  |   |         |        
|Treasury Stock                                           |                                    |                        | (1,375   | )            |  |   | (1,375   | )      
|Deferred compensation                                    |                                    |                        | (74,554  | )            |  |   | (34,780  | )      
|                                                         |                                    |                        |          |              |  |   |          |        
|Total Stockholders Deficit                              |                                    |                        | (187,189 | )            |  |   | (320,251 | )      
|                                                         |                                    |                        |          |              |  |   |          |        
|Total Liabilities and Stockholders Deficit              |                                    | $                      |         |              |  | $ |         |        
|                                                         |                                    |                        |          |              |  |   |          |        

See accompanying notes to financial statements.

43



---



##### Table of Contents



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, 2001      |          | December 31, 2002  |   | December 31, 2003 
|                                          |                                                                  |                        |          |                    |   |                   
|                                          |                                                                  |                       
|                                          |                                                                  | (Dollars in thousands)
|Equity in net loss of subsidiaries        |                                                                  | $                      | (198,390 | )                  |   | $                  | (160,314 | )     |  | $ | (153,970 | )    
|General & administrative expenses         |                                                                  |                        | (193     | )                  |   |                    | (181     | )     |  |   | (120     | )    
|                                          |                                                                  |                        |          |                    |   |                    |          |       |  |   |          |      
|Net loss                                  |                                                                  |                        | (198,583 | )                  |   |                    | (160,495 | )     |  |   | (154,090 | )    
|Accretion of preferred stock              |                                                                  |                        | (10,897  | )                  |   |                    | (12,038  | )     |  |   | (13,298  | )    
|Net loss available to common stockholders |                                                                  | $                      | (209,480 | )                  |   | $                  | (172,533 | )     |  | $ | (167,388 | )    
|                                          |                                                                  |                        |          |                    |   |                    |          |       |  |   |          |      
|Other comprehensive loss, net of tax:     |                                                                  |                        |          |                    |   |                    |          |       |  |   |          |      
|                                          | Cumulative effect of change in accounting
    principal          |                        |          | (4,162             | ) |                    |          |      |  |   |          |      | 
|                                          | Unrealized gain (loss) on derivatives Instruments                |                        |          | (3,498             | ) |                    |          | 2,201 |  |   |          | 1,429 | 
|                                          | Reclassification adjustment for losses including
    in net loss |                        |          |                   |   |                    |          |      |  |   |          | 4,030 | 
|                                          |                                                                  |                        |          |                    |   |                    |          |       |  |   |          |      
|Comprehensive loss                        |                                                                  | $                      | (217,140 | )                  |   | $                  | (170,332 | )     |  | $ | (161,929 | )    
|                                          |                                                                  |                        |          |                    |   |                    |          |       |  |   |          |      

See accompanying notes to financial statements.

44



---



##### 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, 2001      |          | December 31, 2002  |   | December 31, 2003 
|                                                        |                                                          |                        |          |                    |   |                   
|                                                        |                                                          |                       
|                                                        |                                                          | (Dollars in thousands)
|Cash flows from operating activities:                   |                                                          |                        |          |                    |   |                    |      |          |   |   |      |         
|                                                        | Net loss                                                 |                        | $        | (198,583           | ) |                    | $    | (160,495 | ) |   | $    | (154,090 | )
|                                                        | Equity in net loss of subsidiaries                       |                        |          | 198,390            |   |                    |      | 160,314  |   |   |      | 153,970  |  
|                                                        |                                                          |                        |          |                    |   |                    |      |          |   |   |      |         
|Net cash used in operating activities                   |                                                          |                        | (193     | )                  |   |                    | (181 | )        |   |   | (120 | )       
|Cash flows from investing activities                    |                                                          |                        |          |                    |   |                    |      |          |   |   |      |         
|                                                        | Investment in subsidiaries                               |                        |          | (104,989           | ) |                    |      | (753     | ) |   |      | 63       |  
|                                                        |                                                          |                        |          |                    |   |                    |      |          |   |   |      |         
|Net cash provided by (used in) investing
    activities |                                                          |                        | (104,989 | )                  |   |                    | (753 | )        |   |   | 63   |         
|Cash flows from financing activities                    |                                                          |                        |          |                    |   |                    |      |          |   |   |      |         
|                                                        | Proceeds from capital contribution                       |                        |          |                   |   |                    |      | 23       |   |   |      |         |  
|                                                        | Payment of deferred transaction costs                    |                        |          | (1,142             | ) |                    |      |         |   |   |      |         |  
|                                                        | Contributions under the employee stock purchase
    plan |                        |          | 1,019              |   |                    |      | 911      |   |   |      | 57       |  
|Proceeds from equity offering                           |                                                          |                        | 106,680  |                    |   |                    |     |          |   |   |     |         
|Treasury stock purchase                                 |                                                          |                        | (1,375   | )                  |   |                    |     |          |   |   |     |         
|                                                        |                                                          |                        |          |                    |   |                    |      |          |   |   |      |         
|Net cash provided by financing activities               |                                                          |                        | 105,182  |                    |   |                    | 934  |          |   |   | 57   |         
|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 consolidated financial statements of Triton PCS
    Holdings, Inc, and its subsidiaries and notes thereto filed on
    Form 10-K.

45



---



##### Table of Contents



TRITON PCS HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS


TRITON PCS HOLDINGS, INC.

SCHEDULE II  VALUATION AND
QUALIFYING ACCOUNTS


|                                             |                              |                |   |            |  |             |   |         |  |  |   |        |  |  |   |         | 
|-------------------------------------------- | ---------------------------- | -------------- | - | ---------- |  | ----------- | - | ------- |  |  | - | ------ |  |  | - | ------- | 
|                                             |                              |                |   | Additions  |  | Deductions  |   |        
|                                             |                              | Balance at     |   | Charged to |  | Credited to |   | Balance
|                                             |                              | Beginning      |   | Cost and   |  | Costs and   |   | at End 
|                                             |                              | of Year        |   | Expenses   |  | Expenses    |   | of Year
|                                             |                              |                |   |            |  |             |   |        
|                                             |                              |               
|                                             |                              | (in thousands)
|Allowance for doubtful accounts:             |                              |                |   |            |  |             |   |         |  |  |   |        |  |  |   |        
|                                             | 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   | 
|                                             | Year ended December 31, 2003 |                |   | 7,008      |  |             |   | 8,530   |  |  |   | 11,699 |  |  |   | 3,839   | 
|                                            
|Inventory Obsolescence Reserve:              |                              |                |   |            |  |             |   |         |  |  |   |        |  |  |   |        
|                                             | Year ended December 31, 2001 |                | $ | 1,888      |  |             | $ | 592     |  |  | $ | 1,794  |  |  | $ | 686     | 
|                                             | Year ended December 31, 2002 |                |   | 686        |  |             |   | 1,056   |  |  |   | 1,096  |  |  |   | 646     | 
|                                             | Year ended December 31, 2003 |                |   | 646        |  |             |   | 3,092   |  |  |   | 3,049  |  |  |   | 689     | 
|                                            
|Valuation Allowance for Deferred Tax Assets: |                              |                |   |            |  |             |   |         |  |  |   |        |  |  |   |        
|                                             | Year ended December 31, 2001 |                | $ | 142,425    |  |             | $ | 94,142  |  |  | $ |       |  |  | $ | 236,567 | 
|                                             | Year ended December 31, 2002 |                |   | 236,567    |  |             |   | 78,562  |  |  |   |       |  |  |   | 315,129 | 
|                                             | Year ended December 31, 2003 |                |   | 315,129    |  |             |   | 36,502  |  |  |   |       |  |  |   | 351,631 | 

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

46



---



##### Table of Contents



(a)(3) Exhibits

|        |     |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|------- | --- | ----------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |     |            
|Number  |     | Description
|        |     |            
|        | 2.1 |             |  | 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).                                                                                                                                                                                                                                                                                                     
|        | 2.2 |             |  | Agreement for Purchase and Sale of FCC Licenses,
    dated as of October 9, 2002, by and between Lafayette
    Communications Company L.L.C. and Triton PCS License L.L.C.
    (incorporated by reference to Exhibit 2.3 to the
    Form 10-K of Triton PCS Holdings, Inc. for the year ended
    December 31, 2002).                                                                                                                                                                                                                                                                                                                                           
|        | 2.3 |             |  | First Amendment, dated as of December 2,
    2002, to Agreement for Purchase and Sale of FCC Licenses, dated
    as of October 9, 2002, by and between Lafayette
    Communications Company L.L.C. and Triton PCS License Company
    L.L.C. (incorporated by reference to Exhibit 2.4 to the
    Form 10-K of Triton PCS Holdings, Inc. for the year ended
    December 31, 2002).                                                                                                                                                                                                                                                                             
|        | 2.4 |             |  | Second Amendment, dated as of December 31,
    2002, to Agreement for Purchase and Sale of FCC Licenses, dated
    as of October 9, 2002, by and between Lafayette
    Communications Company L.L.C. and Triton PCS License Company
    L.L.C. (incorporated by reference to Exhibit 2.5 to the
    Form 10-K of Triton PCS Holdings, Inc. for the year ended
    December 31, 2002).                                                                                                                                                                                                                                                                           
|        | 3.1 |             |  | Second Restated Certificate of Incorporation of
    Triton PCS Holdings, Inc. (incorporated by reference to
    Exhibit 3.4 to the Form 10-Q of Triton PCS Holdings,
    Inc. for the quarter ended September 30, 1999).                                                                                                                                                                                                                                                                                                                                                                                                                                        
|        | 3.2 |             |  | Second Amended and Restated Bylaws of Triton PCS
    Holdings, Inc. (incorporated by reference to Exhibit 3.6 to
    the Form 10-Q of Triton PCS Holdings, Inc. for the quarter
    ended September 30, 1999).                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|        | 4.1 |             |  | Specimen Common Stock Certificate (incorporated
    by reference to Exhibit 4.1 to Amendment No. 3 to the
    Form S-1 Registration Statement of Triton PCS Holdings,
    Inc., File No. 333-85149).                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|        | 4.2 |             |  | Indenture, dated as of 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).                                                                                                                                                                                                                                                                                                                                                                   
|        | 4.3 |             |  | 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).                                                                                                                                                                                                                                                                                                                                                                                               
|        | 4.4 |             |  | Indenture, dated as of June 13, 2003, 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
    June 16, 2003).                                                                                                                                                                                                                                                                                                                                                                                                       
|        | 4.5 |             |  | 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).
|        | 4.6 |             |  | 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).                                                                                                                                                                                                           
|        | 4.7 |             |  | Amendment No. 2 to First Amended and
    Restated Stockholders Agreement, dated as of
    November 6, 2003, 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.                                                                                                                                                                                                                                                                                                                                             

47



---



##### Table of Contents



|        |      |             |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|------- | ---- | ----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |      |            
|Number  |      | Description
|        |      |            
|        | 4.8  |             |  | 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).                                                                                   
|        | 4.9  |             |  | Amendment No. 1 to Investors
    Stockholders Agreement among CB Capital Investors, L.P.,
    J.P. Morgan Investment Corporation, Sixty Wall Street
    SBIC Fund, L.P., Private Equity Investors III, L.P.,
    Equity-Linked Investors-II, Toronto Dominion Capital (USA),
    Inc., DAG-Triton PCS, L.P., First Union Capital Partners, Inc.,
    and the stockholders named therein (incorporated by reference to
    Exhibit 10.48 to the Form 10-Q of Triton PCS Holdings,
    Inc. for the quarter ended September 30, 1999).                                                                                                                
|        | 10.1 |             |  | Credit Agreement dated as of June 13, 2003,
    among Triton PCS, Inc., Triton PCS Holdings, Inc., the lenders
    party thereto, Lehman Commercial Paper, Inc., as Administrative
    Agent, Cobank, ACB, as Co-Syndication Agent, Citicorp North
    America, Inc., as Co-Syndication Agent, Chase Lincoln First
    Commercial Corporation, as Co-Documentation Agent and Merrill
    Lynch Capital Corporation, as Co-Documentation Agent
    (incorporated by reference to Exhibit 4.3 to the
    Form 8-K/ A of Triton PCS, Inc. filed June 16, 2003).                                                                                         
|        | 10.2 |             |  | First Amendment, dated as of September 29,
    2003, to Credit Agreement dated as of June 13, 2003, among
    Triton PCS, Inc., Triton PCS Holdings, Inc., the lenders party
    thereto, Lehman Commercial Paper, Inc., as Administrative Agent,
    Cobank, ACB, as Co-Syndication Agent, Citicorp North America,
    Inc., as Co-Syndication Agent, Chase Lincoln First Commercial
    Corporation, as Co-Documentation Agent and Merrill Lynch Capital
    Corporation, as Co-Documentation Agent (incorporated by
    reference to Exhibit 10.2 to the Form 10-Q of Triton
    PCS Holdings, Inc. for the quarter ended September 30,
    2003).
|        | 10.3 |             |  | 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).                                                                                                                                                                                                                                                                                                                           
|        | 10.4 |             |  | 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).                                                                                                                                                                                                                                                                                           
|        | 10.5 |             |  | 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).                                                                                                                                                                                                                                                                                                
|        | 10.6 |             |  | 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).                                                                                                                                                                                                                                                                                                                                                    
|        | 10.7 |             |  | Amendment No. 4 to Network Membership
    License Agreement, dated as of October 22, 2002, by and
    between AT&T Corp. and Triton PCS Operating Company L.L.C.
    (incorporated by reference to Exhibit 10.10 to the
    Form 10-K of Triton PCS Holdings, Inc. for the year ended
    December 31, 2002).**                                                                                                                                                                                                                                                                                                                                      
|        | 10.8 |             |  | Amendment No. 5 to Network Membership
    License Agreement, dated as of October 31, 2003, by and
    among AT&T Corp., Triton PCS Operating Company L.L.C. and
    AT&T Wireless Services, Inc.                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|        | 10.9 |             |  | 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).                                                                                                                                                                                                                                                                                                                               

48



---



##### Table of Contents



|        |       |             |  |                                                                                                                                                                                                                                                                                                                                                                               
|------- | ----- | ----------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |            
|Number  |       | Description
|        |       |            
|        | 10.10 |             |  | 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).                            
|        | 10.11 |             |  | Amendment No. 2 to Intercarrier Roamer
    Service Agreement, dated as of June 8, 1999, between
    AT&T Wireless Services, Inc. and Triton PCS Operating
    Company L.L.C. (incorporated by reference to Exhibit 10.25
    to Amendment No. 1 to the Form S-1 Registration
    Statement of Triton PCS Holdings, Inc., File No. 333-85149).                                 
|        | 10.12 |             |  | 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).                                                                                    
|        | 10.13 |             |  | 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).                                                          
|        | 10.14 |             |  | Roaming Agreement Supplement for GSM and/or GPRS,
    by and between AT&T Wireless Services, Inc. and Triton PCS
    Operating Company (incorporated by reference to
    Exhibit 10.16 to the Form 10-K of Triton PCS Holdings,
    Inc. for the year ended December 31, 2002).**                                                                                             
|        | 10.15 |             |  | 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).                                                               
|        | 10.16 |             |  | 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).**                                                             
|        | 10.17 |             |  | 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).**                                                              
|        | 10.18 |             |  | 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).**                                                                                   
|        | 10.19 |             |  | 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).**                                                                                         
|        | 10.20 |             |  | 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).**                                                                                  
|        | 10.21 |             |  | 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).*                                                           
|        | 10.22 |             |  | 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).*                     
|        | 10.23 |             |  | 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).*
|        | 10.24 |             |  | 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).*  

49



---



##### Table of Contents



|        |       |             |  |                                                                                                                                                                                                                                                                                                                          
|------- | ----- | ----------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |            
|Number  |       | Description
|        |       |            
|        | 10.25 |             |  | Letter Agreement, dated as of May 6, 2003,
    by and among Triton PCS Holdings, Inc., Triton Management
    Company, Inc. and Michael E. Kalogris (incorporated by reference
    to Exhibit 10.2 to the Form 10-Q/A, Amendment
    No. 1, of Triton PCS Holdings, Inc. for the quarter ended
    March 31, 2003).*      
|        | 10.26 |             |  | 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).                        
|        | 10.27 |             |  | Letter Agreement, dated as of May 6, 2003,
    by and among Triton PCS Holdings, Inc., Triton Management
    Company, Inc. and David D. Clark (incorporated by reference to
    Exhibit 10.3 to the Form 10-Q/A, Amendment No. 1,
    of Triton PCS Holdings, Inc. for the quarter ended
    March 31, 2003).            
|        | 10.28 |             |  | 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).*
|        | 10.29 |             |  | 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).*                                                      
|        | 10.30 |             |  | Form 2002 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).*                                                                                                                      
|        | 10.31 |             |  | Triton PCS Holdings, Inc. 1999 Stock and
    Incentive Plan (incorporated by reference to Exhibit 10.45
    to Amendment No. 3 to the Form S-1 Registration
    Statement of Triton PCS Holdings, Inc., File
    No. 333-85149).*                                                                                        
|        | 10.32 |             |  | 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).*                                     
|        | 10.33 |             |  | 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).*                                                                                             
|        | 10.34 |             |  | Form of Executive Bonus Program Agreement
    (incorporated by reference to Exhibit 10.5 to the
    Form 10-Q of Triton PCS Holdings, Inc. for the quarter
    ended June 30, 2003).*                                                                                                                                    
|        | 10.35 |             |  | 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).**                                            
|        | 10.36 |             |  | 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).**                                              
|        | 10.37 |             |  | 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).**                                                  
|        | 10.38 |             |  | 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).**                                      
|        | 10.39 |             |  | 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).**      
|        | 10.40 |             |  | Retirement Agreement by and among Triton
    Management Company, Inc., Triton PCS Holdings, Inc. and Steven
    R. Skinner, dated as of May 6, 2003 (incorporated by
    reference to Exhibit 10.35 to the Form S-4
    Registration Statement of Triton PCS, Inc., File
    No. 333-107168).*                           

50



---



##### Table of Contents



|        |       |             |  |                                                                                                                                                            
|------- | ----- | ----------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |       |            
|Number  |       | Description
|        |       |            
|        | 10.41 |             |  | Separation Letter Agreement, dated as of
    February 24, 2004, by and between Triton PCS Holdings, Inc.
    and John D. Beletic.*                         
|        | 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).                                                                                    
|        | 31.1  |             |  | Certification of Chief Executive Officer pursuant
    to Rule 13a-14a under the Securities Exchange Act of 1934,
    as amended.                           
|        | 31.2  |             |  | Certification of Chief Financial Officer pursuant
    to Rule 13a-14a under the Securities Exchange Act of 1934,
    as amended.                           
|        | 31.3  |             |  | Certification of Senior Vice President of
    Operations and Controller pursuant to Rule 13a-14a under
    the Securities Exchange Act of 1934, as amended.
|        | 32.1  |             |  | Certification of Chief Executive Officer pursuant
    to Rule 13a-14(b) under the Securities Exchange Act of
    1934, as amended.                         
|        | 32.2  |             |  | Certification of Chief Financial Officer pursuant
    to Rule 13a-14(b) under the Securities Exchange Act of
    1934, as amended.                         



---



|  |                                          
|- | -----------------------------------------
|* | Management contract or compensatory plan.



|   |                                                                                                                                      
|-- | -------------------------------------------------------------------------------------------------------------------------------------
|** | Portions of this exhibit have been omitted under
    an Securities and Exchange Commission order granting
    confidential treatment.

(b) Reports on Form 8-K

Form 8-K, dated and furnished
October 30, 2003, announcing financial results for the
quarter ended September 30, 2003 (furnished pursuant to
Item 12 of Form 8-K).

51



---



##### 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 12, 2004.



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



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

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

Date: March 12, 2004



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

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

Date: March 12, 2004



---



##### Table of Contents



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.

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 12, 2004
|                                          
|/s/ DAVID D. CLARKDavid D. Clark           |  | Executive Vice President, Chief Financial Officer
    and Secretary (Principal Financial Officer) |  | March 12, 2004
|                                          
|/s/ WILLIAM A. ROBINSONWilliam A. Robinson |  | Senior Vice President and Controller (Principal
    Accounting Officer)                           |  | March 12, 2004
|                                          
|/s/ SCOTT I. ANDERSONScott I. Anderson     |  | Director                                                                                          |  | March 12, 2004
|                                          
|/s/ ARNOLD L. CHAVKINArnold L. Chavkin     |  | Director                                                                                          |  | March 12, 2004
|                                          
|/s/ ROHIT M. DESAIRohit M. Desai           |  | Director                                                                                          |  | March 12, 2004
|                                          
|/s/ MATHIAS DEVITOMathias DeVito           |  | Director                                                                                          |  | March 12, 2004
|                                          
|/s/ ERIC HASKELLEric Haskell               |  | Director                                                                                          |  | March 12, 2004
|                                          
|/s/ DAVID N. WATSONDavid N. Watson         |  | Director                                                                                          |  | March 12, 2004