<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                  FORM 10-Q/A


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

                For the quarterly period ended September 30, 2000

                                       or

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

                         Commission File No. 000-28435

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


           DELAWARE                                     64-0896417
 (State or other jurisdiction               (I.R.S. Employer Identification No.)
of incorporation or organization)

                              1010 N. Glebe Road
                                   Suite 800
                             Arlington, VA 22201
                    (Address of Principal Executive Offices)


                                (703)236-1100
              (Registrant's telephone number, including area code)


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

                              Yes [X]     No [ ]

                                EXPLANATORY NOTE

     This Form 10-Q/A amends Item 1 and Item 2 of the Company's quarterly report
on Form 10-Q for the three and nine month periods ended September 30, 2000 (the
"Form 10-Q") filed with the Securities and Exchange Commission on November 15,
2000.  The purpose of this Form 10-Q/A is to restate the amount of reported
outcollect revenues from roaming customers and separately state revenues by
source (service, roaming and equipment).  As previously publicly announced on
January 5, 2001, subsequent to filing the Form 10-Q, the Company became aware
that the amount of outcollect revenues from roaming customers required revision.
Furthermore, subsequent to the merger with TeleCorp Wireless, Inc., management
concluded that revenues are to be stated separately by source. Accordingly, the
Company has determined to restate its financial statements as of and for the
three and nine months ended September 30, 2000.

     Except for Item 1 and Item 2 of Part I, no other information in the
original report on Form 10-Q is amended by this Form 10-Q/A.

<PAGE>

                                 FORM 10-Q/A

                                 TRITEL, INC.

                       QUARTER ENDED SEPTEMBER 30, 2000

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>
                                                                                                   Page
                                                                                                   ----
<S>                                                                                               <C>
PART I.  FINANCIAL INFORMATION

Item 1.     Tritel, Inc. Financial Statements (Unaudited):
               Condensed Consolidated Balance Sheets-
                    December 31, 1999 and September 30, 2000.........................................2

               Condensed Consolidated Statements of Operations- Three and Nine
                 Month Periods Ended September 30, 1999 and September 30, 2000.......................3

               Condensed Consolidated Statements of Cash Flows- Three and Nine
                 Month Periods Ended September 30, 1999 and September 30, 2000.......................4

               Notes to Condensed Consolidated Financial Statements..................................5

Item 2.     Management's Discussion and Analysis of Results of
               Operations and Financial Condition...................................................16
</TABLE>

                                       1
<PAGE>

PART I -- FINANCIAL INFORMATION
ITEM 1.  FINANCIAL STATEMENTS


                                  TRITEL, INC.
                      CONDENSED CONSOLIDATED BALANCE SHEETS
              DECEMBER 31, 1999 AND SEPTEMBER 30, 2000 (UNAUDITED)
                    (amounts in thousands, except share data)

<TABLE>
<CAPTION>
                                                                                          December 31,           September 30,
                                                                                              1999                   2000
                                                                                         --------------       ----------------
<S>                                                                                    <C>                    <C>
                                        ASSETS                                                                    (unaudited)
Current assets:
   Cash and cash equivalents                                                            $       609,269                168,786
   Accounts receivable, net                                                                       5,040                 11,726
   Inventory                                                                                      8,957                 19,500
   Prepaid expenses and other current assets                                                      7,298                 14,677
                                                                                         --------------       ----------------
                    Total current assets                                                        630,564                214,689
Restricted cash                                                                                   6,594                  4,849
Property and equipment, net                                                                     262,343                503,436
Federal Communications Commission licensing costs, net                                          201,946                202,281
Intangible assets, net                                                                           59,508                 55,216
Other assets                                                                                     35,407                 32,972
                                                                                         --------------       ----------------
                    Total assets                                                        $     1,196,362              1,013,443
                                                                                         ==============       ================

                         LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:

   Current maturities of long-term debt                                                 $           923                    989
   Accounts payable and accrued liabilities                                                     113,324                 82,113
                                                                                         --------------       ----------------
                    Total current liabilities                                                   114,247                 83,102
                                                                                         --------------       ----------------
Non-current liabilities:

   Long-term debt                                                                               557,716                578,740
   Deferred income taxes and other liabilities                                                   37,367                 40,171
                                                                                         --------------       ----------------
                    Total non-current liabilities                                               595,083                618,911
                                                                                         --------------       ----------------
                    Total liabilities                                                           709,330                702,013
                                                                                         --------------       ----------------
Series A 10% redeemable convertible preferred stock                                              99,586                106,386
                                                                                         --------------       ----------------
Stockholders' equity:
   Preferred stock, authorized 3,100,000 shares:
      Series D, outstanding 46,374 shares in 1999 and 2000                                       46,374                 46,374
   Common stock issued and outstanding at September 30, 2000
      Class A Voting - 97,847,848 shares; Class B Non-voting - 2,927,120 shares;
      Class C - 1,380,448; Class D - 4,962,804 shares, Voting Preference -- 6
      shares
                                                                                                  1,071                  1,071
   Additional paid in capital                                                                   602,359                732,611
   Deferred compensation                                                                              -                (56,897)
   Accumulated deficit                                                                         (262,358)              (518,115)
                                                                                         --------------       ----------------
                    Total stockholders' equity                                                  387,446                205,044
                                                                                         --------------       ----------------
                    Total liabilities, redeemable preferred stock
                        and stockholders' equity                                        $     1,196,362              1,013,443
                                                                                         ==============       ================
</TABLE>

See Notes to Condensed Consolidated Financial Statements.

                                       2
<PAGE>

                                  TRITEL, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (UNAUDITED)

     FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 1999 AND 2000
                  (amounts in thousands, except per share data)

<TABLE>
<CAPTION>
                                                              Three months ended                        Nine months ended
                                                                 September 30,                            September 30,
                                                      -------------------------------          ---------------------------------
                                                          1999               2000                   1999                2000
                                                      --------------  ---------------          ---------------   ---------------
<S>                                                  <C>              <C>                      <C>                <C>
         Revenues:
            Service                                           10              21,933                    10                43,366
            Roaming                                           88              10,878                    88                24,120
            Equipment                                         81               3,880                    81                 8,511
                                                       ---------         -----------             ---------          ------------
            Total revenues:                                  179              36,691                   179                75,997
                                                       ---------         -----------             ---------          ------------

         Operating expenses:

            Cost of service and equipment                    187              22,850                   189                51,961
            Technical operations                           4,985              15,886                 8,931                38,103
            General and administrative                    10,212              18,863                17,414                45,288
            Sales and marketing                            3,897              18,969                 6,621                47,339
            Stock-based compensation                           -              16,980                     -                79,092
            Depreciation and amortization                  2,127              20,194                 5,601                45,069
                                                       ---------         -----------             ---------       ---------------
                    Total operating expenses              21,408             113,742                38,756               306,852
                                                       ---------         -----------             ---------       ---------------

                Operating loss                           (21,229)            (77,051)              (38,577)             (230,855)
         Interest income                                   5,119               4,609                10,451                20,501
         Financing cost                                        -                   -                (2,230)                    -
         Interest expense                                 (6,934)            (16,844)              (12,038)              (47,260)
                                                       ---------         -----------             ---------       ---------------

                Loss before income taxes                 (23,044)            (89,286)              (42,394)             (257,614)
         Income tax benefit                                7,189                 782                13,638                 1,857
                                                       ---------         -----------             ---------       ---------------
                Net loss                                 (15,855)            (88,504)              (28,756)             (255,757)

         Series A preferred dividend requirement
                                                          (2,267)             (2,267)               (6,632)               (6,800)
                                                      ----------         -----------             ---------          ------------
         Net loss available to
              common stockholders                    $   (18,122)            (90,771)              (35,388)             (262,557)
                                                      ==========         ===========             =========          ============
         Basic and diluted
         net loss per common share                   $    (5.22)              (0.76)               (11.73)                (2.20)
                                                      ==========         ===========             =========          ============

</TABLE>


See Notes to Condensed Consolidated Financial Statements.

                                       3
<PAGE>

                                  TRITEL, INC.
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)

     FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 1999 AND 2000
                             (amounts in thousands)

<TABLE>
<CAPTION>
                                                                    Three months ended                     Nine months ended
                                                                       September 30,                         September 30,
                                                            ------------------------------------    --------------------------------
                                                                 1999               2000                1999              2000
                                                            ----------------  ------------------    --------------   ---------------
<S>                                                         <S>               <C>                    <C>              <C>
Cash flows from operating activities:
           Net loss                                        $     (15,855)          (88,504)             (28,756)           (255,757)
           Adjustments to reconcile net loss to net
             cash used in operating activities:
               Financing costs                                         -                 -                2,230                   -
               Depreciation and amortization                       2,127            20,194                5,601              45,069
               Stock-based  compensation and
                 grant of unrestricted rights in
                 common stock to officer                           4,500            16,980                4,500              79,092

               Accretion of discount on debt and
                 amortization of debt issuance costs               3,672             7,922                3,672              21,627

               Deferred income tax benefit                        (7,189)             (782)             (13,368)             (1,857)
               Provision for bad debts                                 -             1,343                    -               1,893

Changes in operating assets and liabilities:
  Accounts receivable                                                  -              (743)                   -              (8,579)
  Inventory                                                       (3,526)              453               (3,526)            (10,352)
  Accounts payable and accrued expenses                            3,916            (1,808)               5,762               1,286
                                                                  (1,926)           (4,704)              (4,813)             (7,089)
                                                              -----------       ----------          -----------        ------------
  Change in other assets and liabilities                         (14,281)          (49,649)             (28,698)           (134,667)
                                                              -----------       ----------          -----------        ------------
Net cash used in operating activities

Cash flows from investing activities:
           Capital expenditures                                  (35,502)         (132,443)             (80,189)           (304,241)
           Advance under notes receivable                              -                 -               (7,550)                  -
           Capitalized interest on network
             construction and FCC licensing costs                 (4,097)             (508)              (9,993)             (3,313)
           (Increase) decrease in restricted cash                    570               638               (7,387)              1,745
           Other                                                       -               (55)                (325)               (184)
                                                              ----------        ----------          -----------        ------------
                                                                 (39,029)         (132,368)            (105,444)           (305,993)
                                                              ----------      ------------           ----------        ------------
Net cash used in investing activities

Cash flows from financing activities:
           Proceeds from (repayments of)
             long-term debt                                      100,000              (238)             500,240                (687)
           Repayments of notes payable                                 -                 -              (22,100)                  -
           Payment of debt issuance costs and
             other deferred charges                                  (87)                -              (28,054)               (198)
           Payment of stock issuance costs                             -                 -               (8,507)               (195)
           Proceeds from vendor discount                               -                 -               15,000                   -
           Issuance of preferred stock                            49,078                 -              162,703                   -
           Proceeds from exercise of stock options                     -               468                    -               1,257
           Other                                                    (302)                -                 (302)                  -
                                                            -------------     ------------          -----------        ------------

Net cash provided by financing Activities                        148,689               230              618,980                 177
                                                            ------------        ----------          -----------        ------------
Net increase (decrease) in cash and cash equivalents              95,379          (181,787)             484,838            (440,483)
Cash and cash equivalents at beginning of period                 390,305           350,573                  846             609,269
                                                            ------------        ----------          -----------        ------------
Cash and cash equivalents at end of period                 $     485,684           168,786              485,684             168,786
                                                            ============        ==========          ===========        ============

</TABLE>

See Notes to Condensed Consolidated Financial Statements.

                                       4
<PAGE>

                                  TRITEL, INC.
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   (UNAUDITED)


1.    ORGANIZATION

      Tritel, Inc. ("Tritel") was formed on April 23, 1998 by the controlling
      members of Airwave Communications, LLC and Digital PCS, LLC, our
      predecessor companies, to develop PCS markets in the south-central United
      States. On January 7, 1999, our predecessor companies transferred
      substantially all of their assets and liabilities at historical cost to
      Tritel in exchange for stock in Tritel. Tritel continued the activities of
      our predecessor companies and, for accounting purposes, this transaction
      was accounted for as a reorganization of the predecessor companies into a
      C corporation and a name change to Tritel. Tritel and the predecessor
      companies, together with Tritel's subsidiaries, are referred to
      collectively as "the Company."

2.    MERGER WITH TELECORP PCS

      On February 28, 2000, Tritel and TeleCorp PCS, Inc. announced the signing
      of a definitive agreement and plan of reorganization and contribution,
      called the Merger Agreement, for an all stock, tax-free merger, called the
      Merger. The Merger Agreement provided for the creation of a new entity
      called TeleCorp PCS, Inc. Tritel and TeleCorp merged into subsidiaries of
      the new entity.

      Under the Merger Agreement, each share of Tritel class A voting common
      stock converted into 0.76 shares of the new entity's class A common stock.
      Tritel and TeleCorp shareholders approved the Merger on August 8, 2000.
      The Merger closed on November 13, 2000.


3.    BASIS OF PRESENTATION

      The accompanying unaudited condensed consolidated financial statements of
      the Company have been prepared pursuant to the rules and regulations of
      the Securities and Exchange Commission (the "SEC"). Certain information
      and footnote disclosures normally included in financial statements
      presented in accordance with generally accepted accounting principles have
      been condensed or omitted pursuant to such rules and regulations. In the
      opinion of management, the condensed consolidated financial statements
      include all adjustments, consisting of normal recurring items, necessary
      to fairly present the results of operations, financial position and cash
      flows for the periods presented. The results of operations for an interim
      period are not necessarily indicative of the results of operations that
      may be expected for the complete fiscal year.

      The condensed consolidated financial statements should be read in
      conjunction with the consolidated financial statements and notes thereto
      for the year ended December 31, 1999 included in the Company's Annual
      Report to Shareholders on Form 10-K.

4.    Restatement of Financial Statements

      As previously publicly announced on January 5, 2001, subsequent to filing
      its quarterly report on Form 10-Q for the period ended September 30, 2000,
      the Company became aware that the amount of outcollect revenues from
      roaming customers required revision. Furthermore, subsequent to the merger
      with TeleCorp Wireless, Inc., management concluded that revenues are to be
      stated separately by source (service, roaming and equipment). Accordingly,
      the Company has determined to restate its financial statements as of and
      for the three and nine months ended September 30, 2000. The total effect
      of the revision to roaming revenue was $2.1 million and $4.1 million for
      the three and nine months ended September 30, 2000.

                                       5
<PAGE>

                                  TRITEL, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


5.    PER SHARE AMOUNTS

      The Company computes net loss per common share in accordance with SFAS No.
      128, "Earnings per Share" and SEC Staff Accounting Bulletin No. 98.
      Weighted average common shares used for the purpose of calculating net
      loss per share were 3,034,681 and 3,018,180 for the three and nine months
      ended September 30, 1999 and were 119,239,757 and 119,229,069 for the
      three and nine months ended September 30, 2000. In accordance with SFAS
      No. 128, outstanding stock options and nonvested restricted stock grants
      have been excluded.

6.    SUPPLEMENTAL CASH FLOW INFORMATION

<TABLE>
<CAPTION>
                                                                                            NINE MONTHS ENDED
                                                                                              SEPTEMBER 30,
                                                                                 -----------------------------------------
                                                                                      1999                   2000
                                                                                 ----------------     --------------------
<S>                                                                            <C>                    <C>
      (Amounts in Thousands)
      Supplementary Information:

                 Cash paid for interest, net of amounts capitalized         $          9,201                    25,633
                                                                                    ========                 =========
      Significant non-cash investing and financing activities:
                 Capitalized interest and discount on debt                  $          4,599                     2,796
                                                                                    ========                 =========
                 Capital expenditures included in accounts payable          $         33,066                    49,416
                                                                                    ========                 =========
</TABLE>

7.    STOCK OPTION PLAN AND OTHER RESTRICTED STOCK AWARDS

      At September 30, 2000, we had issued a total of 12,343,388 shares of our
      class A voting and class C common stock to members of our management,
      primarily in connection with the formation of the joint venture with AT&T
      Wireless Services. These shares are subject to vesting and unvested shares
      are held in escrow. These shares are also subject to individual repurchase
      agreements with each employee, which collectively were considered a
      "variable stock plan" under generally accepted accounting principles.
      These individual repurchase agreements were modified to remove the
      provision that required the employees to surrender a portion of their
      vested shares. The effective date of this modification, which occurred in
      June 2000, became the measurement date upon which the value of the awards
      was fixed.

8.    RECENTLY ISSUED ACCOUNTING STANDARDS

      In June 1998, the Financial Accounting Standards Board ("FASB") issued
      Financial Accounting Statement No. 133, Accounting for Derivative
      Instruments and Hedging Activities, ("FAS133"). FAS133 establishes
      accounting and reporting standards for derivative instruments, including
      certain derivative instruments embedded in other contracts, and for
      hedging activities. It requires that an entity recognize all derivatives
      as either assets or liabilities in the statement of financial position and
      measure those instruments at fair value. FAS133 will significantly change
      the accounting treatment of derivative instruments and, depending upon the
      underlying risk management strategy, these accounting changes could affect
      future earnings, assets, liabilities, and shareholders' equity. The
      Company is closely monitoring the deliberations of the FASB's derivative
      implementation task force. With the issuance of Financial Accounting

                                       6
<PAGE>

                                  TRITEL, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


      Statement No. 137, Accounting for Derivative Instruments and Hedging
      Activities - Deferral of the Effective Date of FASB Statement No. 133,
      which delayed the effective date of FAS133, the Company will be required
      to adopt FAS133 on January 1, 2001. Presently, the Company has determined
      that the adoption will not have a material impact on the consolidated
      financial statements of the Company.

      In December 1999, the SEC issued Staff Accounting Bulletin Number 101,
      "Revenue Recognition in Financial Statements" ("SAB 101"). The guidelines
      in SAB 101 must be adopted during the fourth quarter of 2000. The Company
      has determined that the adoption of these guidelines will not have a
      material impact on its consolidated financial statements.

9.    CONDENSED CONSOLIDATING FINANCIAL STATEMENTS

      The following condensed consolidating financial statements as of December
      31, 1999 and September 30, 2000 and for the three and nine month periods
      ended September 30, 1999 and 2000 are presented for Tritel, Tritel PCS,
      those subsidiaries of Tritel PCS who serve as guarantors and those
      subsidiaries who do not serve as guarantors of the senior subordinated
      discount notes.

                      CONDENSED CONSOLIDATING BALANCE SHEET
                             AS OF DECEMBER 31, 1999

<TABLE>
<CAPTION>
                                                                         GUARANTOR     NONGUARANTOR                  CONSOLIDATED
        (Amounts in thousands)          TRITEL, INC.  TRITEL PCS, INC.  SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   TRITEL, INC.
                                        -------------------------------------------------------------------------------------------
<S>                                    <C>            <C>               <C>            <C>            <C>            <C>
Current assets:
  Cash and cash equivalents            $            -          613,999        (4,730)               -             -        609,269
  Other current assets                          2,462            1,407        17,426                -             -         21,295
  Intercompany receivables                      1,799          210,673             -                -     (212,472)              -
                                        -------------  ---------------  ------------  ---------------  ------------  -------------
      Total current assets                      4,261          826,079        12,696                -     (212,472)        630,564

Restricted cash                                     -            6,594             -                -             -          6,594
Property and equipment, net                         -                -       262,343                -             -        262,343
Licenses and other intangibles                 59,508                -             -          201,946             -        261,454
Investment in subsidiaries                    445,301           73,286             -                -     (518,587)              -
Other long term assets                              -           62,633            82                -      (27,308)         35,407
                                        -------------  ---------------  ------------  ---------------  ------------  -------------
        Total assets                   $      509,070          968,592       275,121          201,946     (758,367)      1,196,362
                                        =============  ===============  ============  ===============  ============  =============
Current liabilities:
  Accounts payable, accrued expenses
  and Other current liabilities        $           29            1,240       111,257            1,721             -        114,247
  Intercompany payables                             -                -       196,950           15,522     (212,472)              -
                                        -------------  ---------------  ------------  ---------------  ------------  -------------
      Total current liabilities                    29            1,240       308,207           17,243     (212,472)        114,247
Non-current liabilities:
  Long-term debt                                    -          516,734        27,121           40,982      (27,121)        557,716
  Deferred income taxes and other              22,009            5,318       (20,024)          30,251         (187)         37,367
                                        -------------  ---------------  ------------  ---------------  ------------  -------------
        Total liabilities                      22,038          523,292       315,304           88,476     (239,780)        709,330

Series A redeemable convertible
  preferred stock                              99,586                -              -               -             -         99,586
                                        -------------  ---------------  ------------  ---------------  ------------  -------------
Stockholders' equity (deficit)                387,446          445,300       (40,183)         113,470     (518,587)        387,446
                                        -------------  ---------------  ------------  ---------------  ------------  -------------
        Total liabilities and equity   $      509,070          968,592       275,121          201,946     (758,367)      1,196,362
                                        =============  ===============  ============  ===============  ============  =============

</TABLE>

                                       7
<PAGE>

                                  TRITEL, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


                      CONDENSED CONSOLIDATING BALANCE SHEET
                            AS OF SEPTEMBER 30, 2000

<TABLE>
<CAPTION>
                                                                         GUARANTOR     NONGUARANTOR                  CONSOLIDATED
        (Amounts in thousands)          TRITEL, INC.  TRITEL PCS, INC.  SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   TRITEL, INC.
                                        -------------------------------------------------------------------------------------------
<S>                                     <C>            <C>              <C>            <C>            <C>            <C>
Current assets:
  Cash and cash equivalents            $         -          173,299         (4,513)              -             -        168,786
  Other current assets                       4,708              915         40,280               -             -         45,903
  Intercompany receivables                       -          630,789              -               -     (630,789)              -
                                        -------------------------------------------------------------------------------------------
      Total current assets                   4,708          805,003         35,767               -     (630,789)        214,689

Restricted cash                                  -            4,849              -               -             -          4,849
Property and equipment, net                      -                -        503,436               -             -        503,436
Licenses and other intangibles              55,216                -              -         202,281             -        257,497
Investment in subsidiaries                 276,538          (73,842)             -               -     (202,696)              -
Other long term assets                           -           76,046            582               -      (43,656)         32,972
                                        -------------------------------------------------------------------------------------------

        Total assets                   $   336,462          812,056        539,785         202,281     (877,141)      1,013,443
                                        ===========================================================================================

Current liabilities:
  Accounts payable, accrued expenses
  and                                  $     2,014            1,091         78,476           1,521             -         83,102
    other current liabilities
  Intercompany payables                      1,020                -        613,312          16,457     (630,789)              -
                                        -------------------------------------------------------------------------------------------
      Total current liabilities              3,034            1,091        691,788          17,978     (630,789)         83,102

Non-current liabilities:
  Long-term debt                                 -          537,783         42,409          40,957      (42,409)        578,740
  Deferred income taxes and other
  liabilities                               21,998           (3,356)        (7,471)         30,247       (1,247)         40,171
                                        -------------------------------------------------------------------------------------------
        Total liabilities                   25,032          535,518        726,726          89,182     (674,445)        702,013
                                        -------------------------------------------------------------------------------------------
Series A redeemable convertible
  preferred stock                          106,386                -              -               -             -        106,386
                                        -------------------------------------------------------------------------------------------

Stockholders' equity (deficit)             205,044          276,538       (186,941)        113,099     (202,696)        205,044
                                        -------------------------------------------------------------------------------------------

        Total liabilities and equity   $   336,462          812,056        539,785         202,281     (877,141)      1,013,443
                                        ===========================================================================================

</TABLE>

                                       8
<PAGE>

                                  TRITEL, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999

<TABLE>
<CAPTION>
                                                                           GUARANTOR     NONGUARANTOR                  CONSOLIDATED
          (Amounts in thousands)          TRITEL, INC.  TRITEL PCS, INC.  SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   TRITEL, INC.
                                          -----------------------------------------------------------------------------------------
<S>                                       <C>           <C>               <C>            <C>            <C>            <C>
Revenues                              $            -                -            179               -             -            179
                                          -----------------------------------------------------------------------------------------

Operating Expenses
   Cost of services and equipment                  -                -            187               -             -            187
   Technical operations                            -                -          4,985               -             -          4,985
   General and administrative                      -                2         10,210               -             -         10,212
   Sales and marketing                             -                -          3,897               -             -          3,897
   Depreciation and amortization               1,374                -            744               9             -          2,127
                                          -----------------------------------------------------------------------------------------
     Total operating expenses                  1,374                2         20,023               9             -         21,408

Operating loss                                (1,374)              (2)       (19,844)             (9)            -        (21,229)
Interest income                                   37            5,005             77               -             -          5,119
Interest expense                                   -           (6,934)             -               -             -         (6,934)
                                          -----------------------------------------------------------------------------------------

   Income (loss) before income taxes          (1,337)          (1,931)       (19,767)             (9)            -        (23,044)
Income tax benefit                               511              739          5,936               3             -          7,189
                                          -----------------------------------------------------------------------------------------
Net loss                              $         (826)          (1,192)       (13,831)             (6)            -        (15,855)
                                          =========================================================================================



                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000


                                                                           GUARANTOR     NONGUARANTOR                  CONSOLIDATED
          (Amounts in thousands)          TRITEL, INC.  TRITEL PCS, INC.  SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   TRITEL, INC.
                                          -----------------------------------------------------------------------------------------

Revenues
   Service                            $            -                -         21,933               -              -        21,933
   Roaming                                         -                -         10,878               -              -        10,878
   Equipment                                       -                -          3,880               -              -         3,880
   Other                                           -                -              -           2,447        <2,447>             -
                                          -----------------------------------------------------------------------------------------
     Total revenues                                -                -         36,691           2,447        <2,447>        36,691
                                          -----------------------------------------------------------------------------------------

Operating Expenses                                                  -
   Cost of services and equipment                  -                -         22,850               -              -        22,850
   Technical operations                            -                -         15,886               -              -        15,886
   General and administrative                     (8)               -         21,311               7        (2,447)        18,863
   Sales and marketing                             -                -         18,969               -              -        18,969
   Stock-based compensation                   16,980                -              -               -              -        16,980
   Depreciation and amortization               1,431                -         17,525           1,238              -        20,194
                                          -----------------------------------------------------------------------------------------
     Total operating expenses                 18,403                -         96,541           1,245        (2,447)       113,742
                                          -----------------------------------------------------------------------------------------

Operating income (loss)                      (18,403)               -        (59,850)          1,202              -       (77,051)
Interest income                                   98            5,363            106               -          (958)         4,609
Interest expense                                   -          (15,850)          (964)           (988)          958        (16,844)
                                          -----------------------------------------------------------------------------------------

   Income (loss) before income taxes         (18,305)         (10,487)       (60,708)            214             -        (89,286)
Income tax benefit (expense)                      15              109            661              (3)            -            782
                                          -----------------------------------------------------------------------------------------
Net loss                              $      (18,290)         (10,378)       (60,047)            211             -        (88,504)
                                          =========================================================================================

</TABLE>

                                       9
<PAGE>

                                  TRITEL, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
                                                                            GUARANTOR     NONGUARANTOR                  CONSOLIDATED
          (Amounts in thousands)           TRITEL, INC.  TRITEL PCS, INC.  SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   TRITEL, INC.
                                           -----------------------------------------------------------------------------------------
<S>                                        <C>            <C>              <C>            <C>            <C>            <C>
Revenues                               $            -                -            179               -             -            179
                                           -----------------------------------------------------------------------------------------

Operating Expenses
   Cost of services and equipment                   -                -            189               -             -            189
   Technical operations                             -                -          8,931               -             -          8,931
   General and administrative                       3               45         17,364               2             -         17,414
   Sales and marketing                              -                -          6,621               -             -          6,621
   Depreciation and amortization                4,203                -          1,389               9             -          5,601
                                           -----------------------------------------------------------------------------------------
                                                4,206               45         34,494              11             -         38,756

Operating loss                                 (4,206)             (45)       (34,315)            (11)            -        (38,577)
Interest income                                   114           10,178            159               -             -         10,451
Financing cost                                      -                -         (2,230)              -             -         (2,230)
Interest expense                                    -          (12,038)             -               -             -        (12,038)
                                           -----------------------------------------------------------------------------------------

   Income (loss) before income taxes           (4,092)          (1,905)       (36,386)            (11)            -        (42,394)
Income tax benefit                              1,565              729         11,344               -             -         13,638
                                           -----------------------------------------------------------------------------------------
Net loss                               $       (2,527)          (1,176)       (25,042)            (11)            -        (28,756)
                                           =========================================================================================



                 CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000


                                                                            GUARANTOR     NONGUARANTOR                  CONSOLIDATED
          (Amounts in thousands)           TRITEL, INC.  TRITEL PCS, INC.  SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   TRITEL, INC.
                                           -----------------------------------------------------------------------------------------

Revenues
   Service                             $            -                -         43,366               -              -        43,366
   Roaming                                          -                -         24,120               -              -        24,120
   Equipment                                        -                -          8,511               -              -         8,511
   Other                                            -                -              -           5,906        <5,906>             -
                                           -----------------------------------------------------------------------------------------
     Total                                          -                -         75,997           5,906        <5,906>        75,997
                                           -----------------------------------------------------------------------------------------

Operating Expenses
   Cost of services and equipment                   -                -         51,961               -             -         51,961
   Technical operations                             -                -         38,103               -             -         38,103
   General and administrative                   3,042                -         48,145               7        (5,906)        45,288
   Sales and marketing                              -                -         47,339               -             -         47,339
   Stock-based compensation                    79,092                -              -               -             -         79,092
   Depreciation and amortization                4,292                -         37,696           3,081             -         45,069
                                           -----------------------------------------------------------------------------------------
     Total operating expenses                  86,426                -        223,244           3,088        (5,906)       306,852
                                           -----------------------------------------------------------------------------------------

Operating income (loss)                       (86,426)               -       (147,247)          2,818             -       (230,855)
Interest income                                   251           22,194            447               -        (2,391)        20,501
Interest expense                                    -          (44,050)        (2,409)         (3,192)        2,391        (47,260)
                                           -----------------------------------------------------------------------------------------

   Income (loss) before income taxes          (86,175)         (21,856)      (149,209)           (374)            -       (257,614)
Income tax benefit                                 11              221          1,621               4             -          1,857
                                           -----------------------------------------------------------------------------------------
Net loss                               $      (86,164)         (21,635)      (147,588)           (370)            -       (255,757)
                                           =========================================================================================

</TABLE>

                                       10
<PAGE>

                                  TRITEL, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)


                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
                                                                          GUARANTOR     NONGUARANTOR                  CONSOLIDATED
        (Amounts in thousands)           TRITEL, INC.  TRITEL PCS, INC.  SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   TRITEL, INC.
                                         -------------------------------------------------------------------------------------------
<S>                                     <C>             <C>              <C>            <C>            <C>            <C>
Net cash provided by (used in)
  operating activities                 $             -         (53,419)         39,138               -             -       (14,281)
                                         -------------------------------------------------------------------------------------------
Cash flows from investing activities:
  Capital expenditures                               -                -       (35,502)               -             -       (35,502)
  Capitalized interest on debt                       -                -        (1,346)         (2,751)             -        (4,097)
  Decrease in restricted cash                        -              570              -               -             -            570
  Investment in subsidiaries                  (49,078)           49,078              -               -             -              -
                                         -------------------------------------------------------------------------------------------
Net cash provided by (used in)
  investing activities:                       (49,078)           49,648       (36,848)         (2,751)             -       (39,029)
                                         -------------------------------------------------------------------------------------------
Cash flows from financing activities:
  Proceeds from long term debt                       -          100,000              -               -             -        100,000
  Payment of debt issuance costs and
  other deferred charges                             -             (87)              -               -             -           (87)
  Issues of preferred stock                     49,078                -              -               -             -         49,078
  Intercompany receivable/payable                    -            4,468        (7,219)           2,751             -              -
  Other                                              -            (302)              -               -             -          (302)
                                         -------------------------------------------------------------------------------------------
Net cash provided by (used in)
  financing activities:                         49,078          104,079        (7,219)           2,751             -        148,689
                                         -------------------------------------------------------------------------------------------
Net increase (decrease) in cash and
  cash equivalents                                   -          100,308        (4,929)               -             -         95,379
Cash and cash equivalents at
  beginning of period                                -          385,730          4,575               -             -        390,305
                                         -------------------------------------------------------------------------------------------
Cash and cash equivalents at end of
  period                               $             -          486,038          (354)               -             -        485,684
                                         ===========================================================================================



                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                  FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2000


                                                                          GUARANTOR     NONGUARANTOR                  CONSOLIDATED
        (Amounts in thousands)           TRITEL, INC.  TRITEL PCS, INC.  SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   TRITEL, INC.
                                         -------------------------------------------------------------------------------------------

Net cash used in operating activities  $       (842)          (1,620)       (47,187)              -             -        (49,649)
                                         -------------------------------------------------------------------------------------------
Cash flows from investing activities:
  Capital expenditures                            -                -       (132,443)              -             -       (132,443)
  Capitalized interest on debt                    -                -           (189)           (319)            -           (508)
  Increase (decrease) in other assets             -              638            (55)              -             -            583
                                         -------------------------------------------------------------------------------------------
Net cash provided by (used in)
  investing activities:                           -              638       (132,687)          (319)             -       (132,368)
                                         -------------------------------------------------------------------------------------------
Cash flows from financing activities:
  Repayment of long term debt                     -                -              -           (238)             -           (238)
  Intercompany receivable/payable               374         (183,804)       182,873             557             -              -
  Proceeds from exercise of stock               468                -              -               -             -            468
  options
                                         -------------------------------------------------------------------------------------------
Net cash provided by (used in)
  financing activities:                         842         (183,804)       182,873             319             -            230
                                         -------------------------------------------------------------------------------------------
Net increase (decrease) in cash and
  cash equivalents                                -         (184,786)         2,999               -             -       (181,787)
Cash and cash equivalents at
  beginning of period                             -          358,085         (7,512)              -             -        350,573
                                         -------------------------------------------------------------------------------------------
Cash and cash equivalents at end of
  period                               $          -          173,299         (4,513)              -             -        168,786
                                         ===========================================================================================
</TABLE>

                                       11
<PAGE>

                                  TRITEL, INC.
        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)
                                   (UNAUDITED)

                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999
<TABLE>
<CAPTION>
                                                                            GUARANTOR     NONGUARANTOR                  CONSOLIDATED
        (Amounts in thousands)             TRITEL, INC.  TRITEL PCS, INC.  SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   TRITEL, INC.
                                           -----------------------------------------------------------------------------------------
<S>                                        <C>            <C>              <C>            <C>            <C>            <C>
Net cash provided by (used in)
  operating activities                 $          (94)         (50,011)        21,407               -             -        (28,698)
                                           -----------------------------------------------------------------------------------------
Cash flows from investing activities:
  Capital expenditures                              -                -       (80,189)               -             -        (80,189)
  Advance under notes receivable                    -           (7,500)          (50)               -             -         (7,550)
  Capitalized interest on debt                      -                -        (5,617)          (4,376)            -         (9,993)
  Investment in subsidiaries                 (118,466)         118,466              -               -             -              -
  Decrease in restricted cash                       -           (7,387)             -               -             -         (7,387)
  Other                                          (325)               -              -               -             -           (325)
                                           -----------------------------------------------------------------------------------------
Net cash provided by (used in)
  investing activities:                      (118,791)         103,579       (85,856)          (4,376)            -       (105,444)
                                           -----------------------------------------------------------------------------------------
Cash flows from financing activities:
  Proceeds from long term debt                      -          500,240              -               -             -        500,240
  Repayments of notes payable                 (22,100)               -              -               -             -        (22,100)
  Payment of debt issuance costs and
  other deferred charges                      (22,198)         (14,363)             -               -             -        (36,561)
  Intercompany receivable/payable                 480          (68,105)        63,249           4,376             -              -
  Proceeds from vendor discount                     -           15,000              -               -             -         15,000
  Issuance of preferred stock                 162,703                -              -               -             -        162,703
  Other                                             -             (302)             -               -             -           (302)
                                           -----------------------------------------------------------------------------------------
Net cash provided by financing                118,885          432,470         63,249           4,376             -        618,980
  activities:
                                           -----------------------------------------------------------------------------------------
Net increase (decrease) in cash and
  cash equivalents                                  -          486,038         (1,200)              -             -        484,838
Cash and cash equivalents at
  beginning of period                               -                -            846               -             -            846
                                           -----------------------------------------------------------------------------------------
Cash and cash equivalents at end of
  period                               $            -          486,038           (354)              -             -        485,684
                                           =========================================================================================


                 CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS
                  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2000

                                                                            GUARANTOR     NONGUARANTOR                  CONSOLIDATED
        (Amounts in thousands)             TRITEL, INC.  TRITEL PCS, INC.  SUBSIDIARIES   SUBSIDIARIES   ELIMINATIONS   TRITEL, INC.
                                           -----------------------------------------------------------------------------------------


Net cash provided by (used in)
  operating activities                 $       (3,051)            (241)      (131,375)              -             -       (134,667)
                                           -----------------------------------------------------------------------------------------
Cash flows from investing activities:
  Capital expenditures                              -                -       (304,241)              -             -       (304,241)
  Capitalized interest on debt                      -                -         (1,460)         (1,853)            -         (3,313)
  Decrease in restricted cash                       -            1,745              -               -             -          1,745
  Decrease in other assets                          -                -           (184)              -             -           (184)
                                           -----------------------------------------------------------------------------------------
Net cash provided by (used in)
  investing activities:                             -            1,745       (305,885)         (1,853)            -       (305,993)
                                           -----------------------------------------------------------------------------------------
Cash flows from financing activities:
  Repayment of long term debt                       -                -              -            (687)            -           (687)
  Payment of debt issuance costs and
  other deferred charges                            -             (198)             -               -             -           (198)
  Intercompany receivable/payable               1,989         (442,006)       437,477           2,540             -              -
  Payment of stock issuance costs                (195)               -              -               -             -           (195)
  Proceeds from exercise of stock               1,257                -              -               -             -          1,257
  options
                                           -----------------------------------------------------------------------------------------
Net cash provided by (used in)
  financing activities:                         3,051         (442,204)       437,477           1,853             -            177
                                           -----------------------------------------------------------------------------------------
Net increase (decrease) in cash and
  cash equivalents                                  -         (440,700)           217               -             -       (440,483)
Cash and cash equivalents at
  beginning of period                               -          613,999         (4,730)              -             -        609,269
                                           -----------------------------------------------------------------------------------------
Cash and cash equivalents at end of
  period                               $            -          173,299         (4,513)              -             -        168,786
                                           =========================================================================================
</TABLE>

                                       12
<PAGE>

                                  TRITEL, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
         (All information subsequent to December 31, 1999 is unaudited)
                    ($ in thousands, except per share data)

10. Subsequent Events

     Merger

         On February 28, 2000, the Company agreed to merge with TeleCorp
     Wireless, Inc. (formerly known as TeleCorp PCS, Inc.) through a merger of
     each of the Company and TeleCorp Wireless, Inc. with wholly-owned
     subsidiaries of a newly formed holding company. The merger was consummated
     on November 13, 2000. The holding company was named TeleCorp PCS, Inc.

         The merger resulted in the exchange of 100% of the outstanding common
     and preferred stock of the Company and TeleCorp Wireless for common and
     preferred stock of TeleCorp PCS, Inc. TeleCorp PCS, Inc. is controlled by
     its voting preference common stockholders. Both the Company and TeleCorp
     Wireless are subsidiaries of TeleCorp PCS, Inc.

         In connection with the merger, the AT&T network membership license
     agreement was extended to July 2005. Furthermore, in the merger the common
     and preferred stock of the Company was cancelled and the capitalization of
     the merger-subsidiary became the capitalization of the Company.
     Accordingly, after the merger the Company had issued 1,000 shares of common
     stock at a par value of $0.01 per share issued, outstanding and owned by
     TeleCorp PCS, Inc. The historical carrying value of the redeemable
     preferred stock, the preferred stock and the common stock including
     additional paid-in capital will be accounted for as common stock and
     additional paid-in capital of the Company after the merger.

     Purchase of Licenses in Georgia and Florida

         Digital PCS, held licenses covering 2.0 million people in Florida and
     southern Georgia. These markets include the cities of Pensacola,
     Tallahassee, and Panama City, Florida and will not be part of the territory
     where the Company is allowed to operate absent AT&T Wireless's consent. As
     part of the Company's formation, the Company acquired the option to
     purchase the Florida and Georgia licenses in exchange for certain shares of
     the Company's stock and the assumption of certain Federal Communications
     Commission debt. As consideration for the option, the Company agreed to pay
     Digital PCS an amount equal to (a) the interest that had accrued from May
     20, 1998, until the closing of the exercise of the option under any Federal
     Communications Commission debt incurred to finance the Florida and Georgia
     licenses and (b) the interest that had accrued from May 20, 1998, until the
     closing of the exercise of the option on advances made by the Company to
     Digital PCS to fund interest on Federal Communications Commission debt. In
     May 1999, the Company exercised this option and was required to obtain
     consent from parties to the Company's stockholders' agreement to consummate
     such transaction. As a condition to obtaining such consent, the Company was
     required to transfer the licenses being acquired to a third party. At the
     time of the exercise, the Company's shares to be exchanged for the license
     were valued in the aggregate at approximately $3,700.

         The Company completed the acquisition of the licenses on October 27,
     2000, in exchange for 1,480,697 shares of the Company's common stock and
     the Company's assumption of approximately $11,535 of Federal Communications
     Commission debt. In accordance with the terms of the consent, the Company
     simultaneously entered into an agreement to transfer the licenses to
     Panther Wireless, L.L.C. in exchange for Panther Wireless, L.L.C.'s
     assumption of all outstanding of Federal Communications Commission debt on
     these licenses and cash in an amount equal to 110% of the sum of (a) the
     amount paid to the Federal Communications Commission in respect of these
     licenses minus the Federal Communications Commission debt assumed, plus (b)
     the aggregate amount of interest paid by the Company and Digital PCS on the
     Federal Communications Commission debt. At the time the agreement was
     executed, the consideration for the licenses would have equaled
     approximately

                                       13
<PAGE>

                                  TRITEL, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
         (All information subsequent to December 31, 1999 is unaudited)
                    ($ in thousands, except per share data)

$6,300 plus the assumption of $11,535 of Federal Communications Commission
debt. Panther Wireless, L.L.C. has subsequently assigned its rights and
obligations under that agreement to an unrelated third party, solely in
exchange for that party's assumption of Panther Wireless, L.L.C.'s obligations
under the agreement.

Bank Facility

   On October 31, 2000, the Company amended the terms of its Bank Facility to
allow the Company to incur senior subordinated debt with gross proceeds of not
more than $750,000 less previous subordinated debt incurred.

   On January 9, 2001, the Company further amended the terms of its Bank
Facility to allow the Company to incur unsecured senior subordinated debt with
proceeds of not more than $750,000 less previous subordinated debt incurred.

   On December 29, 2000, the Company drew $60,000 from the Revolver

   On January 10, 2001, the Company drew $30,000 from the Revolver

The Company has subsequently paid down the $60,000 and $30,000 drawdowns on
January 29, 2001 and February 12, 2001, respectively.

Resignation of William S. Arnett

   Mr. William S. Arnett, the former president and chief operating officer of
the Company, resigned in December 2000. Pursuant to a separation agreement
between Mr. Arnett, and the Company, Mr. Arnett's employment with the Company
was terminated as of December 15, 2000. The Company agreed to pay Mr. Arnett
$450 in equal installments over two years, a lump sum for any unused vacation
time and a lump sum bonus of $113. In addition, all of Mr. Arnett's shares of
restricted TeleCorp PCS stock vest under the separation agreement. Mr. Arnett
agreed to release the Company from any current or future claims arising out of
his employment. Mr. Arnett's separation agreement became effective on January
26, 2001 and can be rescinded by Mr. Arnett until that time.

Acquisition of PCS Licenses and Other Wireless Properties from ALLTEL

   On December 29, 2000, the Company completed the purchase from ALLTEL of two
10 MHz D-Block licenses covering approximately 1.5 million people in Birmingham
and Tuscaloosa, Alabama, two markets in which the Company currently holds 15
MHz C-Block licenses. The Company also acquired certain equipment and other
intangible assets of ALLTEL in the Birmingham and Tuscaloosa markets. These
assets were purchased for an aggregate purchase price of $67,000 which was
principally funded through the Bank Facility. In addition, the Company and AT&T
Wireless Services have entered into a put and call agreement that gives the
Company the right to sell the two licenses acquired from ALLTEL to AT&T
Wireless Services at any time during the 18 months following the closing of
this transaction for $50,000. This agreement also gives AT&T Wireless Services
the right to purchase the two licenses during the same period for $50,000.
However, generally, the Company can terminate AT&T Wireless Services' call
right if the Company terminates our put right. In each case, the transfer of
the licenses is conditioned upon receipt of the necessary regulatory approvals.

                                       14
<PAGE>

                                  TRITEL, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
         (All information subsequent to December 31, 1999 is unaudited)
                    ($ in thousands, except per share data)

Senior Subordinated Notes Offering

   On January 24, 2001, the Company issued $450,000 principal amount of 10 3/8%
senior subordinated notes. The senior subordinated notes are subject to optional
redemption, restrictive covenants, an exchange offer, registration rights, and
transfer restrictions. On January 18, 2001, the Company obtained the consent of
the holders of the 12 3/4% senior subordinated discount notes to allow the
Company to complete this offering. The Company received $437,500 in net proceeds
from the issuance.

                                       15
<PAGE>

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

           The following discussion and analysis of our financial condition and
results of operations should be read in conjunction with our consolidated
financial statements and notes thereto, which are included in Tritel Inc.'s
Annual Report on Form 10-K for the year ended December 31, 1999.

FORWARD LOOKING STATEMENTS; CAUTIONARY STATEMENTS

           Statements in this report expressing our expectations and beliefs of
the Company regarding our future results or performance are forward-looking
statements that involve a number of risks and uncertainties. In particular,
certain statements contained in this Management's Discussion and Analysis of
Financial Condition and Results of Operations which are not historical facts
constitute "forward-looking statements." Our actual future results may differ
significantly from those stated in any forward-looking statements. Factors that
may cause or contribute to such differences include, but are not limited to,
risks discussed in Tritel, Inc.'s Registration Statement on Form S-1 (Reg. No.
333-91207) and from time to time in our other filings with the Securities and
Exchange Commission, including, without limitation, the following: (1) we depend
on our agreements with AT&T for our success, and under certain circumstances
AT&T could terminate its exclusive relationship with us and our use of the AT&T
brand name and logo, (2) we may not be able to manage the construction of our
network or the growth of our business successfully, (3) we have substantial
existing debt, and may incur substantial additional debt, that we may be unable
to service, (4) we may not be able to obtain the additional financing we may
need to complete our network and fund operating losses, (5) we have many
competitors that have substantial coverage of our licensed areas, (6)
difficulties in obtaining infrastructure equipment or sites may affect our
ability to construct our network and meet our development requirements, (7)
potential acquisitions may require us to incur substantial additional debt and
integrate new technologies, operations and services, which may be costly and
time consuming, (8) we may experience a high rate of customer turnover, (9) our
association with the other SunCom companies may harm our reputation if consumers
react unfavorably to them, (10) we depend upon consultants and contractors for
our network services, (11) we may become subject to new health and safety
regulations, which may result in a decrease in demand for our services, (12)
changes in our licenses or other governmental action or regulation could affect
how we do business, (13) we could lose our PCS licenses or incur financial
penalties if the Federal Communications Commission determines we are not a very
small business or if we do not meet the Federal Communications Commission's
minimum construction requirements, (14) the technologies that we use may become
obsolete, which would limit our ability to compete effectively, and (15) we may
incur operating costs due to fraud. In addition, new factors emerge from time to
time, and it is not possible for us to predict all of these factors. Further, we
cannot assess the impact of each such factor on our business or the extent to
which any factor, or combination of factors, may cause actual results to be
materially different from those contained in any forward-looking statements. As
a result of the foregoing and other factors, we may experience material
fluctuations in future operating results on a quarterly or annual basis which
could materially and adversely affect our business, financial condition,
operating results and stock price. We specifically decline any obligation to
publicly release the result of any revisions that may be made to forward-
looking statements to reflect anticipated or unanticipated events or
circumstances occurring after the date of such statement.

                                       16
<PAGE>

GENERAL

           We are an AT&T Wireless Services affiliate with licenses to provide
PCS services to approximately 14.0 million people in contiguous markets in the
south-central United States. In January 1999, we entered into our affiliation
agreement with AT&T Wireless Services. We have also joined with two other AT&T
Wireless Services affiliates to operate under a common regional brand name,
SunCom. We provide our PCS services as a member of the AT&T Wireless Network,
serving as the preferred roaming provider to AT&T Wireless Services' digital
customers in virtually all of our markets and co-branding our services with the
AT&T and SunCom brands and logos.

           For periods prior to the fourth quarter of 1999, we were a
development stage company. We have incurred significant expenditures in
conjunction with our organization and financing, PCS license acquisitions,
hiring key personnel and the design and construction of our PCS network
facilities. We have commenced commercial PCS services in 35 markets as of
September 30, 2000. We expect to have commenced commercial PCS service in all of
our major population and business centers by the end of 2000. The timing of
launch in individual markets will be determined by various factors, principally
the success of our site acquisition program, zoning and microwave relocation
activities, equipment delivery schedules and local market and competitive
considerations. We provided service in areas that represent approximately 94% of
the population in our license area at September 30, 2000 and expect to provide
service to over 98% by the end of 2000. Thereafter, we will evaluate further
coverage expansion on a market-by-market basis.

           We launched commercial service in our first markets in September
1999. As of September 30, 2000, Tritel had successfully launched commercial
service in the following markets throughout our coverage areas:

<TABLE>
<S>                                                   <C>                                 <C>
           Biloxi/Gulfport/                            Decatur, AL                         Knoxville, TN
            Pascagoula, MS                             Dothan-Enterprise, AL               Nashville, TN
           Brookhaven-McComb, MS                       Florence, AL                        Dalton, GA
           Columbus-Starkville, MS                     Gadsden, AL                         Rome, GA
           Greenville-Greenwood, MS                    Huntsville, AL                      Bowling Green, KY
           Hattiesburg, MS                             Mobile, AL                          Corbin, KY
           Jackson, MS                                 Montgomery, AL                      Lexington, KY
           Laurel, MS                                  Opelika-Auburn, AL                  Louisville, KY
           Meridian, MS                                Tuscaloosa, AL                      Madisonville, KY
           Tupelo, MS                                  Chattanooga, TN                     Owensboro, KY
           Vicksburg, MS                               Cleveland, TN                       Clarksville, TN-
           Anniston, AL                                Cookeville, TN                       Hopkinsville, KY
           Birmingham, AL
</TABLE>

                                       17
<PAGE>

RESULTS OF OPERATIONS

           REVENUES. Revenues for the three and nine months ended September 30,
2000, were $36.7 million and $76.0 million, respectively. We recognized revenues
of $179,000 during the three and nine months ended September 30, 1999. We
launched commercial service in our first markets, Jackson and Vicksburg,
Mississippi, during September, 1999. As of September 30, 2000, we had 35 markets
in operation as compared to 2 markets at September 30, 1999. For the three and
nine months end September 30, 2000, revenues consisted primarily of revenues
derived from service to our customers of $21.9 million and $43.4 million,
respectively, roaming services provided to customers of other carriers of $10.9
million and $24.1 million, respectively, and the sale of handsets and
accessories of $3.9 million and $8.5 million, recpectively.

           As of September 30, 2000, we had approximately 156,100 subscribers
throughout our service area as compared to approximately 300 as of September 30,
1999. Our average revenue per unit (ARPU) including service and feature revenue
as well as airtime and incollect roaming, but excluding outcollect roaming
charges, was $58.21 for the third quarter of 2000 and $57.19 for the nine months
ended September 30, 2000 as compared to $44.78 in December 1999.

           We anticipate continued growth during the remainder of the year in
revenue and subscribers as we continue to expand our operations in our licensed
areas. We expect to launch substantially all of our remaining markets during
2000.


           OPERATING EXPENSES

           Cost of services and equipment was $22.9 million and $52.0 million
for the three and nine months ended September 30, 2000, respectively. Cost of
services and equipment includes primarily the cost of equipment sold to
customers, costs paid to other carriers for roaming services and wireline access
and long-distance costs from customer use on our system. We incurred $187,000
and $189,000 in cost of services and equipment for the three and nine months
ended September 30, 1999, respectively. The increase in these costs, which are
expected to continue to increase during the remainder of 2000 and in future
periods, is the result of new subscribers added to the system and increased
usage of our system.

           Technical operations expenses were $5.0 million and $15.9 million for
the quarter ended September 30, 1999 and 2000, respectively, and were $8.9
million and $38.1 million for the nine months ended September 30, 1999 and 2000,
respectively. These expenses include primarily the cost of engineering and
operating staff devoted to the oversight of the design, implementation and
monitoring of our network, cell site lease expense, and charges incurred to
connect our network to other carriers. These costs increased in 2000 as compared
to 1999 as a result of our network expansion and increased usage of our system.

           We expect the majority of our future technical operations expenses
will consist of costs relating to operating the network, including the cost of
interconnection to wireline and other wireless networks, cell site lease costs,
network personnel and repair and maintenance. We expect these costs to continue

                                       18
<PAGE>

to increase during the remainder of 2000 and in future periods as we expand our
coverage areas and incur a full year of operational expenses.

           Our general and administrative expense includes customer service,
billing, information technology, finance, accounting, human resources and legal
services. General and administrative expenses increased from $10.2 million for
the third quarter of 1999 to $18.9 million for the third quarter of 2000, and
increased from $17.4 million for the nine month period ended September 30, 1999,
to $45.3 million for the nine month period ended September 30, 2000. The
increase was due primarily to increased staffing in various departments,
including information technology, billing, customer care, accounting, human
resources and other administrative functions, incurred in connection with the
expansion of our network and customer base, costs related to the modification of
restricted stock agreements in the second quarter of 2000, and costs related to
the merger with Telecorp PCS. We expect general and administrative expenses to
continue to increase during the remainder of 2000 and in future periods as we
continue to launch additional markets and provide customer support functions to
a larger customer base. Costs related to the merger with Telecorp PCS have been
expensed as incurred.

           Our sales and marketing expense includes salaries and benefits,
commissions, advertising and promotions, retail distribution, and sales
training. Sales and marketing expenses increased from $3.9 million for the three
months ended September 30, 1999, to $19.0 million for the same period in 2000
and from $6.6 million for the first nine months of 1999 to $47.3 million for the
same period in 2000. The increase was primarily associated with the salary,
benefits and commissions for sales and marketing personnel, market deployment,
including planning and leasing of sales offices and retail store locations and
advertising costs related to market launches. We expect sales costs to continue
to increase during the remainder of 2000 and in future periods primarily related
to sales commissions, ongoing advertising and promotions.

           Stock-based compensation expense for the current quarter was $17.0
million and was $79.1 million for the nine months ended September 30, 2000. At
September 30, 2000 we had issued a total of 12,343,388 shares of our class A
voting and class C common stock to members of our management, primarily in
connection with the formation of the joint venture with AT&T Wireless Services.
These shares are subject to vesting and unvested shares are held in escrow.
These shares are also subject to individual repurchase agreements with each
employee, which collectively were considered a "variable stock plan" under
generally accepted accounting principles. These individual repurchase agreements
were modified to remove the provision that required the employees to surrender a
portion of their vested shares. The effective date of this modification, which
occurred in June 2000, became the measurement date upon which the value of the
awards was fixed.

           Depreciation and amortization expenses were $2.1 million for the
three month period ended September 30, 1999, as compared to $20.2 million for
the three month period ended September 30, 2000, and were $5.6 million for the
nine month period ended September 30, 1999, as compared to $45.1 million for the
nine month period ended September 30, 2000. The increases relate primarily to
the depreciation of network system equipment placed into service as our markets
are launched and the amortization of the Federal Communication Commission
licenses as well as depreciation of computer hardware, software, furniture,
fixtures, and office equipment. Depreciation and amortization expenses are
expected to increase during the remainder of 2000 and in future periods as we

                                       19
<PAGE>

complete the construction of our network as well as recognize a full year of
depreciation expense on our network assets placed in service during 1999 and
2000.

           NON-OPERATING INCOME AND EXPENSE

           Interest income was $5.1 million for the third quarter of 1999 as
compared to $4.6 million for the third quarter of 2000 and was $10.5 million for
the first nine months of 1999 as compared to $20.5 million for the first nine
months of 2000. The year to date increase in 2000 as compared to 1999 was
primarily a result of interest earned on our investment of advances under our
bank facility of $300.0 million, proceeds from the sale of senior subordinated
discount notes of approximately $200.2 million and proceeds from the sale of
common stock in our initial public offering of approximately $242.5 million. The
decrease in the current quarter as compared to the same period last year
reflects the continued use of our short-term cash investments to fund the
network buildout and other expenditures. Our short-term cash investments consist
primarily of U.S. Government securities and highly rated commercial paper with a
dollar-weighted average maturity of 90 days or less.

           Financing costs were $2.2 million for the nine months ended September
30, 1999. These costs were associated with the January 1999 conversion by
Digital PCS of debt due to an investor to equity in Airwave Communications.

           Interest expense was $6.9 million for the third quarter of 1999 as
compared to $16.8 million in the third quarter of 2000. Interest expense was
$12.0 million for the first three quarters of 1999 as compared to $47.3 million
for the first three quarters of 2000. The increase in interest expense resulted
from interest incurred related to additional borrowings under our bank credit
facility in September 1999, discount accretion on the senior subordinated
discount notes issued in May 1999 and a reduction in the amount of interest
capitalized. Interest expense is net of the amount capitalized for the purpose
of completing the network buildout.

           For the quarters ended September 30, 1999 and 2000, we recorded a
deferred income tax benefit of $7.2 million and $782,000, respectively. The
deferred income tax benefit recorded for the first nine months of 1999 and 2000
was $13.6 million and $1.9 million, respectively. The valuation allowance for
the gross deferred tax asset at September 30, 2000 was $63.0 million. No
valuation allowance was considered necessary for the remaining gross deferred
tax asset of $39.2 million, principally due to the existence of a deferred tax
liability which was recorded upon the closing of the AT&T transaction on January
7, 1999.

LIQUIDITY AND CAPITAL RESOURCES

           Our January 7, 1999, loan agreement provides a senior bank facility
with a group of lenders for an aggregate amount of $550 million of senior
secured credit. Up to $10 million of the facility may be used for letters of
credit. The terms of the bank facility will permit us, subject to certain terms
and conditions, including compliance with certain leverage ratios and
satisfaction of buildout and subscriber milestones, to draw up to $550 million
to finance working capital requirements, capital expenditures or other corporate
purposes. As of September 30, 2000, we had $300

                                       20
<PAGE>

million outstanding under the bank facility and, pursuant to the terms of the
bank facility, could have borrowed up to the total amount of approximately $550
million.

           Costs associated with the network buildout include switches,
software, base stations, towers and antennae, radiofrequency engineering, cell
site acquisition and construction, and microwave relocation. We have incurred
approximately $535.0 million in capital expenditures through September 30, 2000,
including $274.6 million in the first nine months of 2000.

           We incurred approximately $28.9 million in cash interest and fees
during the first nine months of 2000 of which approximately $3.3 million was
capitalized. This amount represents interest and fees on the senior bank
facility and interest on the financing from the U.S. Government for the C and
F-Block licenses. Cash interest will not be paid on the senior subordinated
discount notes until 2004.

           On February 28, 2000, the Company announced an agreement to merge
with Telecorp PCS, Inc. This merger closed on November 13, 2000 as a tax-free
exchange of stock. The Company does not expect the merger to have any material
effect on its current plans related to network buildout.

           As part of our formation, we received from Digital PCS an option to
purchase licenses covering 2.0 million people in Florida and southern Georgia
including the cities of Pensacola, Tallahassee and Panama City, Florida for
1,480,697 shares of our class A voting, common stock (reflecting the conversion
of series C preferred stock and the stock split of our class A voting common
stock in December 1999) and our assumption of approximately $11.5 million of
Federal Communications Commission debt. In May 1999, we exercised this option,
and this transfer was completed on October 27, 2000.

           We have entered into a License Acquisition Agreement to sell these
licenses to Panther Wireless LLC for the assumption of all outstanding Federal
Communications Commission debt on the licenses and cash in the amount equal to
110% of the sum of (i) the amount payable to the Federal Communications
Commission in respect of the licenses minus the amount of Federal Communications
Commission debt assumed, plus (ii) the aggregate amount of interest paid on the
Federal Communications Commission debt by us and Digital PCS. This transfer is
subject to Federal Communications Commission approval and is expected to be
completed in 2001.

MERGER WITH TELECORP PCS, INC.

           On February 28, 2000, Tritel, Inc. and TeleCorp PCS, Inc. announced
the signing of a definitive agreement and plan of reorganization and
contribution, called the Merger Agreement, for an all stock, tax-free merger,
called the Merger. The Merger Agreement provided for the creation of a new

                                       21
<PAGE>

entity called TeleCorp PCS, Inc. Tritel, Inc. and TeleCorp merged with
subsidiaries of the new entity.

           Under the Merger Agreement, Tritel Inc.'s class A voting common stock
converted into 0.76 shares of the new entity's class A voting common stock per
share of Tritel, Inc.'s common stock. Tritel, Inc. and Telecorp shareholders
approved the Merger on August 8, 2000. The Merger was completed on November 13,
2000.

           The Federal Communications Commission order approving the merger
required Tritel to repay certain bidding credits that Tritel received as a "very
small business" designated entity totaling approximately $2.2 million.


PENDING LICENSE ACQUISITIONS

           On March 23, 1999, the Federal Communications Commission commenced a
re-auction of the C-, D-, E- and F-Block licenses that had been returned to the
Federal Communications Commission under a Federal Communications Commission
restructuring order or that had been forfeited for noncompliance with Federal
Communications Commission rules or for default under the related Federal
Communications Commission financing. Before the re-auction, we loaned $7.5
million to ABC Wireless LLC ("ABC Wireless"), an entity formed to participate in
the C-Block re-auction as a "very small business" under applicable Federal
Communications Commission rules, to partially fund its participation in the
re-auction.

           In the re-auction, ABC Wireless was successful in bidding for an
additional 15 to 30 MHz of spectrum covering a total of 5.7 million people, all
of which are already covered by Tritel's existing licenses. Nashville and
Chattanooga are the largest cities covered by the additional licenses. The total
bid price for these additional licenses was $7.8 million. Tritel's purchase of
licenses from ABC Wireless would be subject to, among other things, the consent
of AT&T Wireless Services.

           As a result of the re-auction and our contractual rights to purchase
from ABC Wireless PCS licenses, we could, depending upon Federal Communications
Commission interpretations of the spectrum cap rules, hold an attributable
interest in Commercial Mobile Radio Service, or CMRS, spectrum in excess of
applicable limit in several cities in our markets. Current Federal
Communications Commission rules limit PCS licensees and certain PCS investors in
PCS licensees from having an attributable interest in more than 45 MHz of CMRS
spectrum (or 55 MHz where there is an overlap between a PCS service area and
rural cellular service area) in any given geographic area. In order to exceed
the applicable spectrum limit, we and certain investors, including AT&T Wireless
Services, must obtain the consent of the Federal Communications Commission. The
Federal Communications Commission order approving the Telecorp/Tritel merger
will require the combined company to divest of wireless certain licenses in the
Bowling Green-Glasgow, Kentucky and Davies County, Kentucky markets where ABC
Wireless exceeds the spectrum cap rules.

           During October 2000, Tritel signed an agreement to purchase two PCS
wireless licenses and related PCS market assets and subscribers from Alltel Corp
for $67.0 million. The two 10-MHz, D-block PCS licenses cover approximately 1.5

                                       22
<PAGE>

million Pops in Birmingham and Tuscaloosa, Alabama. The asset purchase is
subject to regulatory agency approvals and is expected to close during 2001.
These licenses will be purchased with funding received from Tritel's new parent
company, Telecorp PCS, Inc. and have not been included in the discussion of
Liquidity and Capital Resources. Tritel and AT&T Wireless Services, Inc. have
entered into a put and call contract effective upon the closing of the
acquisition under which Tritel has the unconditional right to sell the two FCC
licenses (but not the related infrastructure and other assets) to AT&T Wireless
Services, Inc. at any time for 18 months for $50 million. Similarly, AT&T would
have the option to purchase the two licenses during the same period for $50
million, subject to Tritel's consent. In both cases, the purchase is conditioned
upon receipt of regulatory approvals.

                                       23
<PAGE>

SIGNATURE

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


                                        TRITEL PCS, INC.

Date: February 13, 2001                 By:  /s/  Thomas H. Sullivan
                                             -----------------------
                                             Thomas H. Sullivan
                                             Executive Vice President
                                             and Chief Financial Officer



                                       24