<PAGE>

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

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

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

                                   FORM 10-Q

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

               For the quarterly period ended September 30, 2001

                                      OR

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

                  For the transition period from     to     .
                       Commission file number: 000-28435

                               Tritel PCS, Inc.
            (Exact name of registrant as specified in its charter)

                      Delaware                 64-0896438
                   (State or other          (I.R.S. Employer
                   jurisdiction of         Identification No.)
                  incorporation or
                    organization)

                  and the parent company of Tritel PCS, Inc.:
                     Commission file number: 333-82509-01

                                 Tritel, Inc.
            (Exact name of registrant as specified in its charter)

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

               and the following subsidiary of Tritel PCS, Inc.:
                     Commission file number: 333-82509-02

                          Tritel Communications, Inc.
            (Exact name of registrant as specified in its charter)

                      Delaware                 64-0896042
                   (State or other          (I.R.S. Employer
                   jurisdiction of         Identification No.)
                  incorporation or
                    organization)

               and the following subsidiary of Tritel PCS, Inc.:
                     Commission file number: 333-82509-03

                             Tritel Finance, Inc.
            (Exact name of registrant as specified in its charter)

                      Delaware                 64-0896439
                   (State or other          (I.R.S. Employer
                   jurisdiction of         Identification No.)
                  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 [_]

   As of November 14, 2001, the Registrant had 1,000 shares of common stock
outstanding.

   The Registrant is a wholly-owned subsidiary of TeleCorp PCS, Inc. and meets
the conditions set forth in General Instruction H(1) (a) and (b) of Form 10-Q
and is therefore filing this Form 10-Q with the reduced disclosure format.

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

<PAGE>

                                     INDEX

<TABLE>
<CAPTION>
                                                                                                    Page
                                                                                                    ----
<S>                                                                                                 <C>
PART I Financial Information

Item 1. Financial Statements
   Consolidated Balance Sheets as of December 31, 2000 and September 30, 2001 (unaudited)..........   3
   Consolidated Statements of Operations for the three months ended September 30, 2000 (unaudited)
     and 2001 (unaudited) and for the nine months ended September 30, 2000 (unaudited) and 2001
     (unaudited)...................................................................................   4
   Consolidated Condensed Statements of Cash Flows for the nine months ended September 30, 2000
     (unaudited) and 2001 (unaudited)..............................................................   5
   Notes to Consolidated Financial Statements......................................................   6

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations......  18

Item 3. Quantitative and Qualitative Disclosures About Market Risk.................................  22

PART II Other Information

Item 1. Legal Proceedings..........................................................................  22

Item 2. Changes in Securities and Use of Proceeds..................................................  22

Item 3. Defaults Upon Senior Securities............................................................  22

Item 4. Submission of Matters to a Vote of Security Holders........................................  22

Item 5. Other Information..........................................................................  22

Item 6. Exhibits and Reports on Form 8-K...........................................................  22
</TABLE>

                                      2

<PAGE>

                         PART I--FINANCIAL INFORMATION

Item 1. Financial Statements

                                 TRITEL, INC.

                          CONSOLIDATED BALANCE SHEETS
                    ($ in thousands, except per share data)

<TABLE>
<CAPTION>
                                                                                   December 31, September 30
                                                                                       2000         2001
                                                                                   ------------ ------------
                                                                                                (unaudited)
<S>                                                                                <C>          <C>
                                     ASSETS
Current assets:
   Cash and cash equivalents......................................................  $   11,959   $  111,928
   Short-term investments.........................................................          --       32,226
   Accounts receivable, net.......................................................      14,723       25,824
   Inventory, net.................................................................      18,818        4,529
   Prepaid expenses and other current assets......................................       8,591       11,068
                                                                                    ----------   ----------
       Total current assets.......................................................      54,091      185,575
Property and equipment, net.......................................................     568,035      610,498
PCS licenses and microwave relocation costs, net..................................     290,101      292,060
Intangible assets--AT&T agreements, net...........................................      53,785       49,493
Other assets......................................................................      61,406       47,010
                                                                                    ----------   ----------
       Total assets...............................................................  $1,027,418   $1,184,636
                                                                                    ==========   ==========

                      LIABILITIES AND STOCKHOLDER'S EQUITY
Current liabilities:
   Accounts payable...............................................................  $   64,447   $   20,448
   Accrued expenses and other.....................................................      36,348       78,429
   Microwave relocation obligation, current portion...............................       4,000        2,285
   Long-term debt, current portion................................................      62,285        1,051
   Advance billings...............................................................       5,089        8,085
   Accrued interest...............................................................       1,963       10,924
                                                                                    ----------   ----------
       Total current liabilities..................................................     174,132      121,222
Long-term debt....................................................................     596,186    1,059,950
Accrued expenses and other........................................................      28,601       32,928
Deferred income taxes.............................................................      25,461       25,461
                                                                                    ----------   ----------
       Total liabilities..........................................................     824,380    1,239,561
                                                                                    ----------   ----------

Commitments and contingencies
Stockholder's equity (deficit):
   Common stock, par value $0.01 per share, 3,000 shares authorized; 1,000 shares
     issued and outstanding.......................................................          --           --
   Additional paid-in capital.....................................................     880,406      880,406
   Deferred compensation..........................................................      (3,386)        (394)
   Accumulated deficit............................................................    (673,982)    (934,937)
                                                                                    ----------   ----------
       Total stockholder's equity (deficit).......................................     203,038      (54,925)
                                                                                    ----------   ----------
       Total liabilities and stockholder's equity (deficit).......................  $1,027,418   $1,184,636
                                                                                    ==========   ==========
</TABLE>

The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      3

<PAGE>

                                 TRITEL, INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS
                               ($ in thousands)

<TABLE>
<CAPTION>
                                                              For the three months   For the nine months ended
                                                               ended September 30,         September 30,
                                                             ----------------------  ------------------------
                                                                2000        2001        2000          2001
                                                             ----------- ----------- -----------   -----------
                                                             (unaudited) (unaudited) (unaudited)   (unaudited)
<S>                                                          <C>         <C>         <C>           <C>
Revenue:
   Service..................................................  $ 21,933    $  51,658   $  43,366     $ 132,380
   Roaming..................................................    10,878       17,924      24,120        48,093
   Equipment................................................     3,880        5,521       8,511        11,367
                                                              --------    ---------   ---------     ---------
       Total revenue........................................    36,691       75,103      75,997       191,840
                                                              --------    ---------   ---------     ---------
Operating expenses:
   Cost of revenue..........................................    15,193       23,669      31,344        58,778
   Operations and development (including non-cash stock
     compensation of $1,565, $344, $7,290 and $1,059).......    17,369       19,295      45,127        59,113
   Selling and marketing (including non-cash stock
     compensation of $1,528, $0, $7,117 and $0).............    27,775       33,029      73,959        85,742
   General and administrative (including non-cash stock
     compensation of $13,887, $249, $64,685 and $1,933).....    33,211       37,110     111,353        76,155
   Depreciation and amortization............................    20,194       33,364      45,069        90,043
                                                              --------    ---------   ---------     ---------
       Total operating expenses.............................   113,742      146,467     306,852       369,831
                                                              --------    ---------   ---------     ---------
       Operating loss.......................................   (77,051)     (71,364)   (230,855)     (177,991)
Other income (expense):
   Interest expense.........................................   (16,844)     (30,283)    (47,260)      (87,745)
   Interest income and other................................     4,609        1,823      20,501         8,884
   Loss on derivatives......................................        --         (894)         --        (4,910)
                                                              --------    ---------   ---------     ---------
       Net loss before income taxes.........................   (89,286)    (100,718)   (257,614)     (261,762)
   Income tax benefit.......................................       782           --       1,857            --
                                                              --------    ---------   ---------     ---------
       Net loss before cumulative effect of a change in
         accounting principle...............................   (88,504)    (100,718)   (255,757)     (261,762)
   Cumulative effect of a change in accounting principle,
     net of tax.............................................        --           --          --           807
                                                              --------    ---------   ---------     ---------
       Net loss.............................................  $(88,504)   $(100,718)  $(255,757)    $(260,955)
                                                              ========    =========   =========     =========
</TABLE>


The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      4

<PAGE>

                                 TRITEL, INC.

                CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                               ($ in thousands)

<TABLE>
<CAPTION>
                                                      For the nine months ended
                                                            September 30,
                                                      ------------------------
                                                         2000          2001
                                                      -----------   -----------
                                                      (unaudited)   (unaudited)
<S>                                                   <C>           <C>
Cash flows from operating activities:
       Net cash used in operating activities.........  $(134,667)    $(102,932)
                                                       ---------     ---------
Cash flows from investing activities:
   Expenditures for property and equipment...........   (304,241)     (160,737)
   Capitalized interest..............................     (3,313)           --
   Proceeds from sale of short-term investments......         --        30,808
   Proceeds from sale of FCC licenses held for sale..         --         8,497
   Purchase of short-term investments................         --       (63,034)
   Other.............................................      1,561         3,250
                                                       ---------     ---------
       Net cash used in investing activities.........   (305,993)     (181,216)
                                                       ---------     ---------
Cash flows from financing activities:
   Proceeds from (repayment) of long-term debt.......       (687)      450,000
   Proceeds from advance from TeleCorp PCS...........         --        10,000
   Proceeds from senior credit facility..............         --        30,000
   Payments on senior credit facility................         --       (90,000)
   Payments of FCC debt..............................         --        (1,701)
   Payments of stock issuance costs..................       (195)           --
   Payment of debt issuance costs....................       (198)      (14,182)
   Proceeds from exercise of stock options...........      1,257            --
                                                       ---------     ---------
       Net cash provided by financing activities.....        177       384,117
                                                       ---------     ---------
Net (decrease) increase in cash and cash equivalents.   (440,483)       99,969
Cash and cash equivalents at beginning of period.....    609,269        11,959
                                                       ---------     ---------
Cash and cash equivalents at end of period...........  $ 168,786     $ 111,928
                                                       =========     =========
</TABLE>


The accompanying notes are an integral part of these consolidated financial
                                  statements.

                                      5

<PAGE>

                                 TRITEL, INC.

                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               ($ in thousands)

1. Summary of Significant Accounting Policies

  Unaudited Interim Financial Information

   The accompanying unaudited consolidated financial statements and related
footnotes have been prepared in accordance with generally accepted accounting
principles for interim financial information and Article 10 of Regulation S-X.
Accordingly, they do not include all the information and footnotes required by
generally accepted accounting principles for annual fiscal reporting periods.
In the opinion of management, the interim financial information includes all
adjustments of a normal recurring nature necessary for a fair statement of the
results for the interim periods. Operating results for the nine months ended
September 30, 2001 are not necessarily indicative of results that may be
expected for the year ending December 31, 2001.

  Reclassifications

   Certain amounts in the 2000 consolidated financial statements have been
reclassified to conform with the presentation of the consolidated financial
statements as of and for the three and nine months ended September 30, 2001.

  Consolidation

   The consolidated financial statements include the accounts of Tritel, Inc.
(the Company) and its wholly-owned subsidiaries, Tritel PCS, Inc. (Tritel PCS);
Tritel A/B Holding Corp.; Tritel C/F Holding Corp.; Tritel Communications,
Inc.; Tritel Finance, Inc.; and others. All intercompany accounts and
transactions have been eliminated in consolidation.

  Recently Issued Accounting Standards

   In July 2001, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (SFAS) No. 141, "Business
Combinations" and SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS
No. 141, requires, among other matters, that purchase accounting be applied to
business combinations initiated after June 30, 2001 and the separate
recognition of intangible assets apart from goodwill if they meet either the
contractual legal or separability criteria. The adoption of SFAS No. 141 had no
effect on the consolidated financial position, results of operations, or cash
flows of the Company. SFAS No. 142 addresses the accounting treatment and
reporting for acquired goodwill and other intangible assets acquired
individually or with a group of assets (but not those acquired in a business
combination) and addresses how goodwill and other intangible assets are
accounted for after initial acquisition. The Company intends to adopt SFAS No.
142 as of January 1, 2002, as required, and as of July 1, 2001 for goodwill and
intangible assets acquired after June 30, 2001 (for the nonamortization and
amortization provisions of the Statement). The Company is in the process of
determining the effect of adopting this standard. At this time, no assurance
can be given that material amounts of intangible assets will not need to be
adjusted upon adoption of SFAS No. 142 in 2002 as a "cumulative effect of
change in accounting principle".

   In October 2001, the FASB issued SFAS No. 144, "Accounting for the
Impairment or Disposal of Long-Lived Assets". The Company intends to adopt SFAS
No. 144, which supercedes SFAS No. 121, "Impairment of Long-Lived Assets", and
portions of APB Opinion No. 30, as of January 1, 2002. The statement provides
guidance on the recognition and measurement of impairment of long-lived assets
to be held and used and assets to be disposed. The Company is in the process of
determining the effect of adopting this standard.

                                      6

<PAGE>

                                 TRITEL, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               ($ in thousands)


2. Costs of Exiting Certain Activities and Pre-Acquisition Contingencies

   During the nine months ended September 30, 2001, the Company has incurred
additional expenses related to its purchase by TeleCorp PCS which have been
recorded as operating expenses in the statement of operations for the three
and nine months ended September 30, 2001. These costs of approximately $28,700
for the nine months ended September 30, 2001, are comprised of additional
costs to exit duplicative activities of TeleCorp PCS including contract
termination fees and employee severance costs as well as costs related to
pre-acquisition litigation.

3. Derivative Instruments and Hedging Activities

   The Company's activities expose it to market risks that are related to the
effects of changes in interest rates. This financial exposure is monitored and
managed by the Company as an integral part of its overall risk-management
program. The Company's risk-management program focuses on the unpredictability
of interest rates and seeks to reduce the potentially adverse effects that the
volatility of these rates may have on its future cash flows.

   By using derivative financial instruments to hedge exposures to changes in
interest rates, the Company exposes itself to credit risk and market risk.
Credit risk is the risk that the counterparty might fail to fulfill its
performance obligations under the terms of the derivative contract. When the
fair value of a derivative contract is positive, the counterparty owes the
Company, which creates repayment risk for the Company. When the fair value of a
derivative contract is negative, the Company owes the counterparty and,
therefore, does not assume repayment risk. The Company minimizes its credit (or
repayment) risk in derivative instruments by (1) entering into transactions
with high-quality counterparties whose credit ratings are AA/Aa or higher, (2)
limiting the amount of its exposure to each counterparty, and (3) monitoring
the financial condition of its counterparties. The Company also maintains a
policy of requiring that all derivative contracts be governed by an
International Swaps and Derivatives Association Master Agreement and, depending
on the nature of the derivative transaction, also be governed by bilateral
collateral arrangements.

   Market risk is the risk that the value of a financial instrument might be
adversely affected by a change in interest rates. The Company manages the
market risk associated with interest rate contracts by establishing and
monitoring parameters that limit the types and degree of market risk that may
be undertaken.

   The Company adopted Statement of Financial Accounting Standards (SFAS) No.
133, "Accounting for Derivative Instruments and Hedging Activities" on January
1, 2001. The Company uses certain derivative financial instruments that did not
meet the criteria to be designated for hedge accounting. The Company recorded
as of January 1, 2001 an asset of $807 which represents an estimated fair value
of the derivative instruments along with a one-time after tax benefit of $807
as a cumulative effect of accounting change. For the nine months ended
September 30, 2001, the Company recognized a loss of $4,910 reported as "loss
on derivatives" in the statement of operations, which represented the change in
the fair value of the derivatives.

4. Accrued Expenses and Other

   Accrued expenses and other consist of the following:

<TABLE>
<CAPTION>
                                                December 31, September 30,
                                                    2000         2001
                                                ------------ -------------
                                                              (unaudited)
     <S>                                        <C>          <C>
     Property and equipment....................   $    --      $  3,391
     Sales and property taxes..................     6,186        26,633
     Payroll and related liabilities...........    18,904        12,337
     Accrued operational expenses..............     9,282        39,471
     Microwave relocation obligation, long-term    13,898        13,898
     Accrued liability of loss on derivatives..        --         4,103
     Other liabilities.........................    16,679        11,524
                                                  -------      --------
                                                   64,949       111,357
     Less: non-current portion.................    28,601        32,928
                                                  -------      --------
                                                  $36,348      $ 78,429
                                                  =======      ========
</TABLE>

                                      7

<PAGE>

                                 TRITEL, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               ($ in thousands)


5. Long-term Debt

   Long-term debt consists of the following:

<TABLE>
<CAPTION>
                                   December 31, September 30,
                                       2000         2001
                                   ------------ -------------
                                                 (unaudited)
<S>                                <C>          <C>
Senior credit facility............   $360,000    $  300,000
Senior subordinated notes.........         --       450,000
Senior subordinated discount notes    245,300       269,031
U.S. government financing.........     53,171        41,970
                                     --------    ----------
                                      658,471     1,061,001
Less current portion..............     62,285         1,051
                                     --------    ----------
                                     $596,186    $1,059,950
                                     ========    ==========
</TABLE>

  Senior Credit Facility

   On January 9, 2001, the Company amended the terms of its Senior Credit
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
January 10, 2001, Tritel drew $30,000 from its Senior Credit Facility Revolver.
Tritel paid down $60,000 and $30,000 of the Senior Credit Facility Revolver on
January 29, 2001 and February 12, 2001, respectively.

  Senior Subordinated Notes

   On January 24, 2001, the Company issued $450,000 principal amount of 10 3/8%
senior subordinated notes due 2011. The senior subordinated notes are subject
to optional redemption, restrictive covenants, an exchange offer, registration
rights, and transfer restrictions. The Company received $437,500 in net
proceeds from the issuance after deducting debt issuance costs of $12,500.

6. Sale of Assets

   In September 2001, Tritel completed a sale of PCS licenses in Florida and
southern Georgia for $8,497 in cash and transfer of $10,263 in debt. The
Company recognized a loss of $112 that is included in Interest Income and Other
in the consolidated statement of operations. These PCS licenses had been
recorded as assets held for sale in the consolidated balance sheet.

7. Related Parties

   The Company engages in transactions with its affiliate company TeleCorp
Wireless, Inc. (TeleCorp Wireless), each of which is a wholly-owned subsidiary
of TeleCorp PCS, Inc. (TeleCorp PCS). These transactions include shared
management and operational personnel, shared telecommunications assets,
reciprocal roaming revenue and expense agreements, and joint purchasing
arrangements. Due to certain covenants contained in the Company's various
indentures, the Company tracks and settles these amounts in cash monthly at the
estimated fair market value of the underlying transaction. For the three and
nine months ended September 30, 2001, the Company recognized a net expense
related to personnel shared with TeleCorp Wireless of $1,515 and $4,426,
respectively. In addition, for the three and nine months ended September 30,
2001 the Company recognized rental expense related to telecommunications assets
shared with TeleCorp Wireless of $54 and $162, respectively. For the three and
nine months ended September 30, 2001 the Company recognized roaming revenues of
$2,036 and $4,742, respectively, and roaming expenses of $1,302 and $3,002,
respectively. As of September 30, 2001, the Company had a payable to TeleCorp
Wireless of $70, included in current accrued expenses. The Company had a
current payable as of September 30, 2001, to TeleCorp PCS of $10,000 for
amounts advanced in 2001.

                                      8

<PAGE>

                                 TRITEL, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               ($ in thousands)


8. Commitments

  Pending PCS License Acquisition

   On May 11, 2001, the Company agreed to purchase two F-block licenses in
Knoxville and Clarksville, TN for an aggregate purchase price of $11,900 in
cash. This agreement is subject to FCC approval.

9. Subsidiary Guarantees

   On May 11, 1999, the Company completed the issuance and sale of 12 3/4%
Senior Subordinated Discount Notes. The Notes are fully and unconditionally
guaranteed on a joint and several basis by Tritel Communications, Inc. and
Tritel Finance, Inc., two of Tritel PCS's wholly-owned subsidiaries. On January
24, 2001, the Company completed the issuance and sale of the 10 3/8% Senior
Subordinated Notes. The Senior Subordinated Notes are also fully and
unconditionally guaranteed on a joint and several basis by Tritel
Communications, Inc. and Tritel Finance, Inc.

   The following condensed consolidating financial statements as of December
31, 2000 and September 30, 2001 and for the three and nine months ended
September 30, 2000 and 2001, are presented for Tritel, Inc., Tritel PCS, those
subsidiaries of Tritel PCS which serve as guarantors and those subsidiaries
which do not serve as guarantors of the Notes and the senior subordinated
discount notes.

                     CONDENSED CONSOLIDATING BALANCE SHEET

                            As of December 31, 2000

<TABLE>
<CAPTION>
                                                                                  Non-
                                                                  Guarantor    Guarantor                Consolidated
                                         Tritel, Inc. Tritel PCS Subsidiaries Subsidiaries Eliminations Tritel, Inc.
                                         ------------ ---------- ------------ ------------ ------------ ------------
<S>                                      <C>          <C>        <C>          <C>          <C>          <C>
Current assets:
   Cash and cash equivalents............   $     --   $  21,222   $  (9,263)    $     --    $      --    $   11,959
   Other current assets.................      2,546         154      20,497       18,935           --        42,132
                                           --------   ---------   ---------     --------    ---------    ----------
       Total current assets.............      2,546      21,376      11,234       18,935           --        54,091
Property and equipment, net.............         --          --     568,035           --           --       568,035
Licenses and other intangibles, net.....     53,785          --      25,029      265,072           --       343,886
Investment in subsidiaries..............    188,796     (78,811)         --           --     (109,985)           --
Other assets............................         --     112,113      25,193           --      (75,900)       61,406
                                           --------   ---------   ---------     --------    ---------    ----------
       Total assets.....................   $245,127   $  54,678   $ 629,491     $284,007    $(185,885)   $1,027,418
                                           ========   =========   =========     ========    =========    ==========
Current liabilities:
   Accounts payable, accrued expenses
     and other current liabilities......   $     --   $   1,318   $ 109,897     $  2,917    $      --    $  114,132
   Revolving credit facility............         --      60,000          --           --           --        60,000
   Intercompany payables................     20,092    (737,379)    699,443       17,844           --            --
                                           --------   ---------   ---------     --------    ---------    ----------
       Total current liabilities........     20,092    (676,061)    809,340       20,761           --       174,132
Non-current liabilities:
   Long-term debt.......................         --     545,300      75,366       50,886      (75,366)      596,186
   Deferred income taxes and other
     liabilities........................     21,997      (3,357)      5,708       30,248         (534)       54,062
                                           --------   ---------   ---------     --------    ---------    ----------
       Total liabilities................     42,089    (134,118)    890,414      101,895      (75,900)      824,380
Stockholder's equity (deficit)..........    203,038     188,796    (260,923)     182,112     (109,985)      203,038
                                           --------   ---------   ---------     --------    ---------    ----------
       Total liabilities and equity
         (deficit)......................   $245,127   $  54,678   $ 629,491     $284,007    $(185,885)   $1,027,418
                                           ========   =========   =========     ========    =========    ==========
</TABLE>

                                      9

<PAGE>

                                 TRITEL, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               ($ in thousands)


               CONDENSED CONSOLIDATING BALANCE SHEET (unaudited)

                           As of September 30, 2001

<TABLE>
<CAPTION>
                                                                                Non-
                                         Tritel,                Guarantor    Guarantor                Consolidated
                                          Inc.     Tritel PCS  Subsidiaries Subsidiaries Eliminations Tritel, Inc.
                                         --------  ----------  ------------ ------------ ------------ ------------
<S>                                      <C>       <C>         <C>          <C>          <C>          <C>
Current assets:
   Cash and cash equivalents............ $  9,787  $  115,354   $  (13,213)   $     --    $      --    $  111,928
   Short-term investments...............       --      32,226           --          --           --        32,226
   Accounts receivable, net.............       --          --       25,824          --           --        25,824
   Inventory, net.......................       --          --        4,529          --           --         4,529
   Other current assets.................    2,940         473        7,655          --           --        11,068
                                         --------  ----------   ----------    --------    ---------    ----------
       Total current assets.............   12,727     148,053       24,795          --           --       185,575
Property and equipment, net.............       --          --      610,498          --           --       610,498
Licenses and other intangibles, net.....   49,493          --       24,228     267,832           --       341,553
Investment in subsidiaries..............  (65,054)   (251,273)          --          --      316,327            --
Other assets............................       --     136,704       10,389          --     (100,083)       47,010
                                         --------  ----------   ----------    --------    ---------    ----------
Total assets............................ $ (2,834) $   33,484   $  669,910    $267,832    $ 216,244    $1,184,636
                                         ========  ==========   ==========    ========    =========    ==========
Current liabilities:
   Accounts payable, accrued expenses
     and other current liabilities...... $ 10,000  $   15,280   $   94,521    $  1,421    $      --    $  121,222
   Intercompany payables................   20,093    (932,419)     906,075       6,251           --            --
                                         --------  ----------   ----------    --------    ---------    ----------
       Total current liabilities........   30,093    (917,139)   1,000,596       7,672           --       121,222
Non-current liabilities:
   Long-term debt.......................       --   1,019,032       97,169      40,919      (97,170)    1,059,950
   Deferred income taxes and other......   21,998      (3,355)      12,412      30,247       (2,913)       58,389
                                         --------  ----------   ----------    --------    ---------    ----------
       Total liabilities................   52,091      98,538    1,110,177      78,838     (100,083)    1,239,561
Stockholder's equity (deficit)..........  (54,925)    (65,054)    (440,267)    188,994      316,327       (54,925)
                                         --------  ----------   ----------    --------    ---------    ----------
       Total liabilities and equity
         (deficit)...................... $ (2,834) $   33,484   $  669,910    $267,832    $ 216,244    $1,184,636
                                         ========  ==========   ==========    ========    =========    ==========
</TABLE>

                                      10

<PAGE>

                                 TRITEL, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               ($ in thousands)


          CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (unaudited)

                 For the Three Months Ended September 30, 2000

<TABLE>
<CAPTION>
                                                                             Non-
                                        Tritel,    Tritel    Guarantor    Guarantor                Consolidated
                                         Inc.       PCS     Subsidiaries Subsidiaries Eliminations Tritel, Inc.
                                        --------  --------  ------------ ------------ ------------ ------------
<S>                                     <C>       <C>       <C>          <C>          <C>          <C>
Revenue................................ $     --  $     --    $ 36,691      $2,447      $ (2,447)    $ 36,691
                                        --------  --------    --------      ------      --------     --------
Operating Expenses:
   Cost of revenue.....................       --        --      15,193          --            --       15,193
   Operations and development..........       --        --      17,369          --            --       17,369
   Selling and marketing...............       --        --      27,775          --            --       27,775
   General and administrative..........       (9)       --      35,660           7        (2,447)      33,211
   Depreciation and amortization.......    1,431        --      17,525       1,238            --       20,194
                                        --------  --------    --------      ------      --------     --------
       Total operating expenses........    1,422        --     113,522       1,245        (2,447)     113,742
                                        --------  --------    --------      ------      --------     --------
       Operating income (loss).........   (1,422)       --     (76,831)      1,202            --      (77,051)
Other income (expense):
   Interest expense....................       --   (15,850)       (964)       (988)          958      (16,844)
   Interest income.....................       98     5,363         106          --          (958)       4,609
                                        --------  --------    --------      ------      --------     --------
       Income (loss) before income
         taxes.........................   (1,324)  (10,487)    (77,689)        214            --      (89,286)
   Income tax benefit (expense)........       15       109         661          (3)           --          782
   Equity in net loss of subsidiaries..  (87,195)  (76,817)         --          --       164,012           --
                                        --------  --------    --------      ------      --------     --------
       Net income (loss)............... $(88,504) $(87,195)   $(77,028)     $  211      $164,012     $(88,504)
                                        ========  ========    ========      ======      ========     ========
</TABLE>

                                      11

<PAGE>

                                 TRITEL, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               ($ in thousands)


          CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (unaudited)

                 For the Three Months Ended September 30, 2001

<TABLE>
<CAPTION>
                                                                               Non-
                                                     Tritel    Guarantor    Guarantor                Consolidated
                                       Tritel, Inc.   PCS     Subsidiaries Subsidiaries Eliminations Tritel, Inc.
                                       ------------ --------  ------------ ------------ ------------ ------------
<S>                                    <C>          <C>       <C>          <C>          <C>          <C>
Revenue...............................  $      --   $     --    $ 75,103     $ 2,562      $ (2,562)   $  75,103
                                        ---------   --------    --------     -------      --------    ---------
Operating Expenses:
   Cost of revenue....................         --         --      23,669          --            --       23,669
   Operations and development.........         --         --      19,295          --            --       19,295
   Selling and marketing..............         --         --      33,029          --            --       33,029
   General and administrative.........         --          9      39,663          --        (2,562)      37,110
   Depreciation and amortization......      1,430         --      30,246       1,688            --       33,364
                                        ---------   --------    --------     -------      --------    ---------
       Total operating expenses.......      1,430          9     145,902       1,688        (2,562)     146,467
                                        ---------   --------    --------     -------      --------    ---------
       Operating income (loss)........     (1,430)        (9)    (70,799)        874            --      (71,364)
Other income (expense):
   Interest expense...................         --    (29,149)     (2,208)     (1,123)        2,197      (30,283)
   Interest income and other..........         83      3,873          64          --        (2,197)       1,823
   Loss on derivatives................         --       (894)         --          --            --         (894)
   Equity in net loss of subsidiaries.    (99,371)   (73,192)         --          --       172,563           --
                                        ---------   --------    --------     -------      --------    ---------
       Net income (loss)..............  $(100,718)  $(99,371)   $(72,943)    $  (249)     $172,563    $(100,718)
                                        =========   ========    ========     =======      ========    =========
</TABLE>

                                      12

<PAGE>

                                 TRITEL, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               ($ in thousands)


          CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (unaudited)

                 For the Nine Months Ended September 30, 2000

<TABLE>
<CAPTION>
                                                                                Non-
                                                                Guarantor    Guarantor                Consolidated
                                       Tritel, Inc. Tritel PCS Subsidiaries Subsidiaries Eliminations Tritel, Inc.
                                       ------------ ---------- ------------ ------------ ------------ ------------
<S>                                    <C>          <C>        <C>          <C>          <C>          <C>
Revenue...............................  $      --   $      --   $  75,997     $ 5,906      $ (5,906)   $  75,997
                                        ---------   ---------   ---------     -------      --------    ---------
Operating expenses:
   Cost of revenue....................         --          --      31,344          --            --       31,344
   Operations and development.........         --          --      45,127          --            --       45,127
   Selling and marketing..............         --          --      73,959          --            --       73,959
   General and administrative.........      3,042          --     114,210           7        (5,906)     111,353
   Depreciation and amortization......      4,292          --      37,696       3,081            --       45,069
                                        ---------   ---------   ---------     -------      --------    ---------
       Total operating expenses.......      7,334          --     302,336       3,088        (5,906)     306,852
                                        ---------   ---------   ---------     -------      --------    ---------
       Operating income (loss)........     (7,334)         --    (226,339)      2,818            --     (230,855)
Other income (expense):
   Interest expense...................         --     (44,050)     (2,409)     (3,192)        2,391      (47,260)
   Interest income....................        251      22,194         447          --        (2,391)      20,501
                                        ---------   ---------   ---------     -------      --------    ---------
       Loss before income taxes.......     (7,083)    (21,856)   (228,301)       (374)           --     (257,614)
   Income tax benefit.................         11         221       1,621           4            --        1,857
   Equity in net loss of subsidiaries.   (248,685)   (227,050)         --          --       475,735           --
                                        ---------   ---------   ---------     -------      --------    ---------
       Net income (loss)..............  $(255,757)  $(248,685)  $(226,680)    $  (370)     $475,735    $(255,757)
                                        =========   =========   =========     =======      ========    =========
</TABLE>


                                      13

<PAGE>

                                 TRITEL, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               ($ in thousands)


          CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS (unaudited)

                 For the Nine Months Ended September 30, 2001

<TABLE>
<CAPTION>
                                                     Tritel     Guarantor   Non-Guarantor              Consolidated
                                       Tritel, Inc.   PCS      Subsidiaries Subsidiaries  Eliminations Tritel, Inc.
                                       ------------ ---------  ------------ ------------- ------------ ------------
<S>                                    <C>          <C>        <C>          <C>           <C>          <C>
Revenue...............................  $      --   $      --   $ 191,840      $ 7,678      $ (7,678)   $ 191,840
                                        ---------   ---------   ---------      -------      --------    ---------
Operating Expenses:
   Cost of revenue....................         --          --      58,778           --            --       58,778
   Operations and development.........         --          --      59,113           --            --       59,113
   Selling and marketing..............         --          --      85,742           --            --       85,742
   General and administrative.........          1          34      83,796            2        (7,678)      76,155
   Depreciation and amortization......      4,292          --      80,722        5,029            --       90,043
                                        ---------   ---------   ---------      -------      --------    ---------
       Total operating expenses.......      4,293          34     368,151        5,031        (7,678)     369,831
                                        ---------   ---------   ---------      -------      --------    ---------
       Operating income (loss)........     (4,293)        (34)   (176,311)       2,647            --     (177,991)
Other income (expense):
   Interest expense...................         --     (84,164)     (6,175)      (3,554)        6,148      (87,745)
   Interest income and other..........        181      14,702         149           --        (6,148)       8,884
   Loss on derivatives................         --      (4,103)         --           --            --       (4,103)
   Equity in net loss of subsidiaries.   (256,843)   (183,244)         --           --       440,087           --
                                        ---------   ---------   ---------      -------      --------    ---------
       Net income (loss)..............  $(260,955)  $(256,843)  $(182,337)     $  (907)     $440,087    $(260,955)
                                        =========   =========   =========      =======      ========    =========
</TABLE>


                                      14

<PAGE>

                                 TRITEL, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               ($ in thousands)


          CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (unaudited)

                 For the Nine Months Ended September 30, 2000

<TABLE>
<CAPTION>
                                                                           Guarantor   Non-Guarantor Consolidated
                                                  Tritel, Inc. Tritel PCS Subsidiaries Subsidiaries  Tritel, Inc.
                                                  ------------ ---------- ------------ ------------- ------------
<S>                                               <C>          <C>        <C>          <C>           <C>
Cash flows from operating activities:
       Net cash used in operating activities.....   $(3,051)   $    (241)  $(131,375)     $    --     $(134,667)
                                                    -------    ---------   ---------      -------     ---------
Cash flows from investing activities:
   Expenditures for property and equipment.......        --           --    (304,241)          --      (304,241)
   Other.........................................        --        1,745        (184)          --         1,561
   Capitalized interest..........................        --           --      (1,460)      (1,853)       (3,313)
                                                    -------    ---------   ---------      -------     ---------
       Net cash provided by (used in)
         investing activities....................        --        1,745    (305,885)      (1,853)     (305,993)
                                                    -------    ---------   ---------      -------     ---------
Cash flows from financing activities:
   Payment of long term debt.....................        --           --          --         (687)         (687)
   Payment of debt issuance costs................        --         (198)         --           --          (198)
   Intercompany receivable/payable...............     1,989     (442,006)    437,477        2,540            --
   Proceeds from exercise of stock options.......     1,257           --          --           --         1,257
   Payment of stock issuance costs...............      (195)          --          --           --          (195)
                                                    -------    ---------   ---------      -------     ---------
       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>


                                      15

<PAGE>

                                 TRITEL, INC.

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)
                               ($ in thousands)


          CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS (unaudited)

                 For the Nine Months Ended September 30, 2001

<TABLE>
<CAPTION>
                                                                           Guarantor   Non-Guarantor Consolidated
                                                  Tritel, Inc. Tritel PCS Subsidiaries Subsidiaries  Tritel, Inc.
                                                  ------------ ---------- ------------ ------------- ------------
<S>                                               <C>          <C>        <C>          <C>           <C>
Cash flows from operating activities:
       Net cash used in operating activities.....   $  (213)   $ (19,575)  $ (83,144)    $     --     $(102,932)
                                                    -------    ---------   ---------     --------     ---------
Cash flows from investing activities:
   Expenditures for property and equipment.......        --           --    (160,737)          --      (160,737)
   Purchase of short-term investments, net.......        --      (32,226)         --           --       (32,226)
   Sale of FCC licenses..........................        --           --          --        8,497         8,497
   Other.........................................        --        1,680       1,570           --         3,250
                                                    -------    ---------   ---------     --------     ---------
       Net cash used in investing activities.....        --      (30,546)   (159,167)       8,497      (181,216)
                                                    -------    ---------   ---------     --------     ---------
Cash flows from financing activities:
   Proceeds from long term debt..................        --      450,000          --           --       450,000
   Proceeds from TeleCorp PCS....................    10,000           --          --           --        10,000
   Payments on senior credit facility, net.......        --      (60,000)         --           --       (60,000)
   Payments on long-term debt....................        --           --          --       (1,701)       (1,701)
   Payment of debt issuance cost.................        --      (14,182)         --           --       (14,182)
   Investment in subsidiary......................        --       (7,789)         --        7,789            --
   Intercompany receivable/payable...............        --     (223,776)    238,361      (14,585)           --
                                                    -------    ---------   ---------     --------     ---------
       Net cash provided by financing
         activities..............................    10,000      144,253     238,361       (8,497)      384,117
                                                    -------    ---------   ---------     --------     ---------
Net increase (decrease) in cash and cash
  equivalents....................................     9,787       94,132      (3,950)          --        99,969
Cash and cash equivalents at beginning of
  period.........................................        --       21,222      (9,263)          --        11,959
                                                    -------    ---------   ---------     --------     ---------
Cash and cash equivalents at end of period.......   $ 9,787    $ 115,354   $ (13,213)    $     --     $ 111,928
                                                    =======    =========   =========     ========     =========
</TABLE>

10. Subsequent Events

Merger with AT&T Wireless Services, Inc. and TL Acquisition Corp.

   On October 7, 2001, TeleCorp PCS, Inc. (TeleCorp), the parent of the
Company, entered into a definitive Agreement and Plan of Merger (the Merger
Agreement) with AT&T Wireless Services, Inc. and TL Acquisition Corp., a direct
wholly-owned subsidiary of AT&T Wireless (the Merger Sub). Pursuant to the
Merger Agreement, the Merger Sub shall be merged with and into TeleCorp with
TeleCorp continuing as the surviving corporation and becoming a wholly-owned
subsidiary of AT&T Wireless (the Merger). The Merger is subject to, among other
things, regulatory approval and approval by TeleCorp's stockholders and is
expected to be consummated in the first half of 2002.

   If the Merger is completed, other than shares owned by dissenting
stockholders which are not Class A common shares and shares owned directly by
AT&T Wireless Services, Inc.:

 . each issued and outstanding share of TeleCorp's common stock will be
   converted into and become exchangeable for 0.9 of a share of AT&T Wireless
   common stock;

                                      16

<PAGE>

 . each issued and outstanding share of TeleCorp's series C and series E
   preferred stock will be converted into and become exchangeable for a share
   of AT&T Wireless preferred stock that is substantially identical to the
   share of TeleCorp preferred stock;

 . each issued and outstanding share of TeleCorp's series A convertible
   preferred stock will be converted into and become exchangeable for 82.9849
   shares of AT&T Wireless common stock;

 . each issued and outstanding share of TeleCorp's series B preferred stock
   will be converted into and become exchangeable for 81.2439 shares of AT&T
   Wireless common stock;

 . each issued and outstanding share of TeleCorp's series D preferred stock
   will be converted into and become exchangeable for 27.6425 shares of AT&T
   Wireless common stock; and

 . each issued and outstanding share of TeleCorp's series F and G preferred
   stock will be converted into and become exchangeable for 0.9 shares of AT&T
   Wireless common stock.

Amendment to the Senior Credit Facility

   On October 19, 2001, Tritel amended its Senior Credit Facility to
accommodate the additional capital and operating expenditures necessary to
implement a next generation network. As part of the amendment, TeleCorp PCS,
Inc. contributed $75,000 in capital to Tritel on October 22, 2001 and is
obligated to contribute another $75,000 on or before January 31, 2002.

                                      17

<PAGE>

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

General

   You should read the following discussion in conjunction with (1) the
Company's accompanying unaudited Consolidated Financial Statements and notes
thereto included in this report on Form 10-Q and (2) the Company's audited
Consolidated Financial Statements, notes thereto and Management's Discussion
and Analysis of Financial Condition and Results of Operations as of and for the
year ended December 31, 2000 included in the Company's annual report on Form
10-K for such period. This Management's Discussion and Analysis of Financial
Condition and Results of Operations contains forward-looking statements that
are based on current expectations, estimates, and projections. Such
forward-looking statements reflect management's good-faith evaluation of
information currently available. However, because such statements are based
upon, and therefore can be influenced by, a number of external variables over
which management has no, or incomplete, control, they are not, and should not
be read as being guarantees of future performance or of actual future results;
nor will they necessarily prove to be accurate indications of the times at or
by which any such performance or result will be achieved. Accordingly, actual
outcomes and results may differ materially from those expressed in such
forward-looking statements. The Company does not intend to update any such
forward-looking statements.

Overview

   The Company is an AT&T Wireless affiliate in the United States providing
digital wireless personal communications services, or PCS, to a licensed
service area covering approximately 14.3 million people. As of September 30,
2001, the Company had launched service in 38 markets having approximately 14.0
million people and representing approximately 98% of the population where the
Company holds licenses in the United States. As of September 30, 2001, the
Company served more than 313,900 customers. Under the terms of the strategic
alliance the Company has with AT&T, the Company is AT&T's exclusive provider of
wireless mobility services on the Company's network. The Company is a
wholly-owned subsidiary of TeleCorp PCS, Inc.

   On October 7, 2001, TeleCorp PCS, Inc. (TeleCorp), the parent of the
Company, entered into a definitive Agreement and Plan of Merger (the Merger
Agreement) with AT&T Wireless Services, Inc. and TL Acquisition Corp., a direct
wholly-owned subsidiary of AT&T Wireless (the Merger Sub). Pursuant to the
Merger Agreement, the Merger Sub shall be merged with and into TeleCorp with
TeleCorp continuing as the surviving corporation and becoming a wholly-owned
subsidiary of AT&T Wireless (the Merger). The Merger is subject to, among other
things, regulatory approval and approval by TeleCorp's stockholders and is
expected to be consummated in the first half of 2002.

   If the Merger is completed, other that shares owned by dissenting
stockholders which are not Class A common shares and shares owned directly by
AT&T Wireless Services, Inc.:

 . each issued and outstanding share of the TeleCorp's common stock, will be
   converted into and become exchangeable for 0.9 of a share of AT&T Wireless
   common stock;

 . each issued and outstanding share of the TeleCorp's series C and series E
   preferred stock will be converted into and become exchangeable for a share
   of AT&T Wireless preferred stock that is substantially identical to the
   share of TeleCorp preferred stock;

 . each issued and outstanding share of TeleCorp's series A convertible
   preferred stock will be converted into and become exchangeable for 82.9849
   shares of AT&T Wireless common stock;

 . each issued and outstanding share of TeleCorp's series B preferred stock
   will be converted into and become exchangeable for 81.2439 shares of AT&T
   Wireless common stock;

 . each issued and outstanding share of TeleCorp's series D preferred stock
   will be converted into and become exchangeable for 27.6425 shares of AT&T
   Wireless common stock; and

                                      18

<PAGE>

 . each issued and outstanding share of TeleCorp's series F and G preferred
   stock will be converted into and become exchangeable for 0.9 of a share of
   AT&T Wireless common stock.

Results of Operations

  Three months ended September 30, 2001 compared to three months ended
  September 30, 2000

Subscribers

   Net additions were 48,983 and 51,744 for the three months ended September
30, 2001 and 2000, respectively. Total PCS subscribers were 313,948 and 156,099
as of September 30, 2001 and 2000, respectively.

Revenue

   Revenue for the three months ended September 30, 2001 and 2000 was $75.1
million and $36.7 million, respectively. Service revenue for the three months
ended September 30, 2001 and 2000 was $51.7 million and $21.9 million,
respectively. The increase in service revenue of $29.8 million was due to the
addition of subscribers and the launch of additional markets. Roaming revenue
for the three months ended September 30, 2001 and 2000 was $17.9 million and
$10.9 million, respectively. The increase in roaming revenue of $7.0 million
was due primarily to the full year use on cell sites integrated in 2000 and to
additional cell sites integrated in 2001. Equipment revenue for the three
months ended September 30, 2001 and 2000 was $5.5 million and $3.9 million,
respectively.

Cost of revenue

   Cost of revenue for the three months ended September 30, 2001 and 2000 was
$23.7 million and $15.2 million, respectively. The increase in cost of revenue
of $8.5 million was due primarily to additional roaming, interconnection and
long distance expenses in connection with the Company's increased subscriber
base.

Operations and development

   Operations and development expense was $19.3 million and $17.4 million
(including non-cash stock compensation of $0.3 million and $1.6 million,
respectively) for the three months ended September 30, 2001 and 2000,
respectively. Excluding non-cash stock compensation the increase of $3.2
million was primarily due to the development and growth of infrastructure and
staffing and maintenance related to the support of the Company's network.

Selling and marketing

   Selling and marketing expense was $33.0 million and $27.8 million (including
non-cash stock compensation of $0.0 million and $1.5 million) for the three
months ended September 30, 2001 and 2000, respectively. Excluding non-cash
stock compensation, the increase of $6.7 million was primarily due to the cost
of acquiring new subscribers as well as costs related to a full year of
service. Costs associated with the Company's increased market base included
advertising and promotion costs and commissions.

General and administrative

   General and administrative expense was $37.1 million and $33.2 million
(including non-cash stock compensation of $0.2 million and $13.9 million,
respectively) for the three months ended September 30, 2001 and 2000,
respectively. Excluding non-cash stock compensation the increase of $17.6
million primarily was due

                                      19

<PAGE>

to the development and growth of infrastructure and staffing related to
information technology, billing, customer care, accounting, human resources and
other administrative functions incurred in conjunction with managing the
corresponding growth in the Company's subscriber base and launching the
additional markets. Certain costs were also incurred in connection with the
Company's acquisition by TeleCorp PCS which include additional costs to exit
duplicate activities including contract termination fees and additional
employee severance, litigation costs associated with pre-acquisition
contingencies, and additional merger related expenses.

Depreciation and amortization

   Depreciation and amortization expense was $33.4 million and $20.2 million
for the three months ended September 30, 2001 and 2000, respectively. The
increase of $13.2 million related primarily to depreciation of the Company's
property and equipment as well as the amortization of its PCS licenses and the
AT&T operating agreements related to the Company's markets launched between
October 1, 2000 and September 30, 2001.

Interest income and other

   Interest income was $1.8 million and $4.6 million for the three months ended
September 30, 2001 and 2000, respectively. The decrease of $2.8 million was due
primarily to lower cash balances available for investment during the 2001
period.

Interest expense

   Interest expense was $30.3 million and $16.8 million for the three months
ended September 30, 2001 and 2000, respectively. The increase of $13.5 million
relates primarily to interest incurred on the Company's $450 million Senior
Subordinated Notes issued in January 2001.

Results of Operations

  Nine months ended September 30, 2001 compared to nine months ended September
  30, 2000

Subscribers

   Net additions were 108,273 and 131,499 for the nine months ended September
30, 2001 and 2000, respectively. Total PCS subscribers were 313,948 and 156,099
as of September 30, 2001 and 2000, respectively.

Revenue

   Revenue for the nine months ended September 30, 2001 and 2000 was $191.8
million and $76.0 million, respectively. Service revenue for the nine months
ended September 30, 2001 and 2000 was $132.4 million and $43.4 million,
respectively. The increase in service revenue of $89.0 million was due to the
addition of subscribers and the launch of additional markets. Roaming revenue
for the nine months ended September 30, 2001 and 2000 was $48.1 million and
$24.1 million, respectively. The increase in roaming revenue of $24.0 million
was due primarily to the full year of use on cell sites integrated in 2000 and
to additional cell sites integrated in 2001. Equipment revenue for the nine
months ended September 30, 2001 and 2000 was $11.4 million and $8.5 million,
respectively.

Cost of revenue

   Cost of revenue for the nine months ended September 30, 2001 and 2000 was
$58.8 million and $31.3 million, respectively. The increase in cost of revenue
of $27.5 million was due primarily to additional roaming, interconnection and
long distance expenses in connection with the Company's increased subscriber
base.

                                      20

<PAGE>

Operations and development

   Operations and development expense was $59.1 million and $45.1 million
(including non-cash stock compensation of $1.1 million and $7.3 million,
respectively) for the nine months ended September 30, 2001 and 2000,
respectively. Excluding non-cash stock compensation, the increase of $20.2
million was primarily due to the development and growth of infrastructure and
staffing and maintenance related to the support of the Company's network.

Selling and marketing

   Selling and marketing expense was $85.7 million and $74.0 million (including
non-cash stock compensation of $0.0 million and $7.1 million, respectively) for
the nine months ended September 30, 2001 and 2000, respectively. Excluding
non-cash stock compensation, the increase of $18.8 million was primarily due to
the cost of acquiring new subscribers as well as costs related to a full year
of service. Costs associated with the Company's increased market base included
advertising and promotion costs and commissions.

General and administrative

   General and administrative expense was $76.2 million and $111.4 million
(including non-cash stock compensation of $1.9 million and $64.7 million,
respectively) for the nine months ended September 30, 2001 and 2000,
respectively. Excluding non-cash stock compensation, the increase of $27.6
million was primarily due to the development and growth of infrastructure and
staffing related to information technology, billing, customer care, accounting,
human resources and other administrative functions incurred in conjunction with
managing the corresponding growth in the Company's subscriber base and
launching the additional markets. Certain costs were also incurred in
connection with the Company's acquisition by TeleCorp PCS which include
additional costs to exit duplicative activities including contract termination
fees and additional employee severance, litigation costs associated with
pre-acquisition contingencies, and additional merger related expenses.

Depreciation and amortization

   Depreciation and amortization expense was $90.0 million and $45.1 million
for the nine months ended September 30, 2001 and 2000, respectively. The
increase of $44.9 million related primarily to depreciation of the Company's
property and equipment as well as the amortization of its PCS licenses and the
and AT&T Wireless operating agreements related to the Company's markets
launched between October 1, 2000 and September 30, 2001.

Interest income and other

   Interest income was $8.9 million and $20.5 million for the nine months ended
September 30, 2001 and 2000, respectively. The decrease of $11.6 million was
due primarily to lower cash balances available for investment during the 2001
period.

Interest expense

   Interest expense was $87.7 million and $47.3 million for the nine months
ended September 30, 2001 and 2000, respectively. The increase of $40.4 million
relates primarily to interest incurred on the Company's $450 million Senior
Subordinated Notes issued in January 2001.

Forward Looking Statements: Cautionary Statements

   Statements in this quarterly report expressing the Company's expectations
and beliefs regarding its future results or performance are forward-looking
statements within the meaning of the Private Securities Litigation

                                      21

<PAGE>

Reform Act of 1995, which statements 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. Although the
Company believes that the expectations expressed in such forward-looking
statements are based on reasonable assumptions within the bounds of its
knowledge of its business, the Company's 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,
the risks described in the Annual Report on Form 10-K filed by TeleCorp PCS,
Inc. for the fiscal year ended December 31, 2000.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

   Intentionally omitted as the registrant is a wholly-owned subsidiary of
TeleCorp PCS, Inc. and meets the conditions set forth in General Instruction
H(1) (a) and (b) of Form 10-Q and is, therefore, filing this Form 10-Q with the
reduced disclosure format.

                          PART II--OTHER INFORMATION

Item 1. Legal Proceedings.

   None.

Items 2, 3 and 4.

   Intentionally omitted as the registrant is a wholly-owned subsidiary of
TeleCorp PCS, Inc. and meets the conditions set forth in General Instruction
H(1) (a) and (b) of Form 10-Q and is, therefore, filing this Form 10-Q with the
reduced disclosure format.

Item 5. Other Information.

   None.

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

   (a) Exhibits


<TABLE>
<CAPTION>
Exhibit
  No.                                           Description
-------                                         -----------
<C>     <S>

 10.1*  Master Services Agreement, dated September 5, 2001, between Convergys Information Management
          Group Inc., TeleCorp Communications, Inc. and Tritel Communications, Inc.
</TABLE>
--------
* Incorporated by reference to the TeleCorp PCS, Inc. Form 10-Q filed with the
  Securities and Exchange Commission on November 14, 2001. Portions of this
  exhibit have been omitted pursuant to a request for confidential treatment.

                                      22

<PAGE>

                                  SIGNATURES

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

<TABLE>
              <S>                                     <C>
              Date: November 14, 2001                 TRITEL, INC.

</TABLE>
<TABLE>
<S>                                     <C> <C>
                                        By:           /S/ THOMAS H. SULLIVAN
                                            -------------------------------------------
                                                        Thomas H. Sullivan
                                                President, Chief Financial Officer
                                                and Treasurer (Duly Authorized and
                                            Principal Financial and Accounting Officer)

Date: November 14, 2001                 SUBSIDIARY OF TRITEL, INC.

                                        TRITEL PCS, INC.

                                        By:           /S/ THOMAS H. SULLIVAN
                                            -------------------------------------------
                                                        Thomas H. Sullivan
                                                President, Chief Financial Officer
                                                and Treasurer (Duly Authorized and
                                            Principal Financial and Accounting Officer)

Date: November 14, 2001                 SUBSIDIARY OF TRITEL PCS, INC.

                                        TRITEL COMMUNICATIONS, INC.

                                        By:           /S/ THOMAS H. SULLIVAN
                                            -------------------------------------------
                                                        Thomas H. Sullivan
                                                President, Chief Financial Officer
                                                and Treasurer (Duly Authorized and
                                            Principal Financial and Accounting Officer)

Date: November 14, 2001                 SUBSIDIARY OF TRITEL PCS, INC.

                                        TRITEL FINANCE, INC.

                                        By:           /S/ THOMAS H. SULLIVAN
                                            -------------------------------------------
                                                        Thomas H. Sullivan
                                                President, Chief Financial Officer
                                                and Treasurer (Duly Authorized and
                                            Principal Financial and Accounting Officer)
</TABLE>

                                      23