Edgar Filing: TRITON PCS HOLDINGS INC

Filed Pursuant to Rule 424(b)(5)
Registration No. 333-49974
PROSPECTUS SUPPLEMENT
(To Prospectus dated February 2, 2001)

6,000,000 Shares
[LOGO of TRITONPCS]
Triton PCS Holdings, Inc.
CLASS A COMMON STOCK

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

Triton PCS Holdings, Inc. is offering 3,500,000 shares of Class A common stock
and the selling stockholders are offering 2,500,000 shares of Class A common
stock.

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

Triton PCS Holdings, Inc.'s Class A common stock is listed on the Nasdaq
National Market under the symbol "TPCS." On February 22, 2001, the reported
last sale price of the Class A common stock on the Nasdaq National Market was
$34 per share.

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

Investing in the Class A common stock involves risks. See "Risk Factors"
beginning on page S-8 of this prospectus supplement.

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

PRICE $32 A SHARE

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

Underwriting Proceeds to Proceeds to
Price to Discounts and Triton PCS Selling
Public Commissions Holdings, Inc. Stockholders
-------- ------------- --------------- ------------

Per
Share.... $32.00 $1.52 $30.48 $30.48
Total..... $192,000,000 $9,120,000 $106,680,000 $76,200,000

The selling stockholders have granted the underwriters the right to purchase
up to an additional 900,000 shares to cover over-allotments.

The Securities and Exchange Commission and state securities regulators have
not approved or disapproved these securities, or determined if this prospectus
supplement or the accompanying prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.

Morgan Stanley & Co. Incorporated expects to deliver the shares to purchasers
on February 28, 2001.

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MORGAN STANLEY DEAN WITTER_________________________________SALOMON SMITH BARNEY

FIRST UNION SECURITIES, INC.

ROBERT W. BAIRD & CO.

February 22, 2001

TABLE OF CONTENTS

Page
----

Prospectus Supplement
Special Note Regarding Forward-
Looking Statements................. ii
Prospectus Supplement Summary....... S-1
Risk Factors........................ S-8
Use of Proceeds..................... S-19
Capitalization...................... S-20
Dilution............................ S-21
Dividend Policy..................... S-22
Price Range of Class A Common
Stock.............................. S-22
Selected Historical Consolidated
Financial Data..................... S-23
Management's Discussion and Analysis
of Financial Condition and Results
of Operations...................... S-25
Business............................ S-35
Management.......................... S-55
Certain Relationships and Related
Transactions....................... S-57
Principal and Selling Stockholders.. S-64
Description of Certain
Indebtedness....................... S-66
Certain United States Federal Tax
Considerations for Non-U.S.
Holders............................ S-71
Underwriters........................ S-75
Legal Matters....................... S-77
Experts............................. S-77
Index to Financial Statements....... F-1

Page
----

Prospectus
Prospectus Summary................. 1
Risk Factors....................... 3
Use of Proceeds.................... 13
Ratio of Earnings to Combined Fixed
Charges and Preferred Stock
Dividends......................... 13
Description of Capital Stock....... 14
Description of Warrants and Other
Rights............................ 19
Selling Stockholders............... 20
Plan of Distribution............... 22
Legal Matters...................... 23
Experts............................ 23
Where You Can Find More
Information....................... 23
Information Incorporated by
Reference......................... 23

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

This document is in two parts. The first part is this prospectus
supplement, which describes the terms of the offering of Class A common stock
and also adds to and updates information contained in the accompanying
prospectus and the documents incorporated by reference into the accompanying
prospectus. The second part is the accompanying prospectus, which gives more
general information, some of which may not apply to the Class A common stock.
To the extent there is a conflict between the information contained in this
prospectus supplement, on the one hand, and the information contained in the
accompanying prospectus or any document incorporated by reference, on the
other hand, the information in this prospectus supplement shall control.

You should rely only on the information contained in or incorporated by
reference in this prospectus supplement and the accompanying prospectus. We
have not authorized anyone to provide you with information that is different
from that contained in or incorporated by reference in this prospectus
supplement and the accompanying prospectus. We are offering to sell the Class
A common stock only where offers and sales are permitted. The information
contained in or incorporated by reference in this prospectus supplement and
the accompanying prospectus is accurate only as of the dates of this
prospectus supplement and the accompanying prospectus, regardless of the time
of delivery of this prospectus supplement and the accompanying prospectus, or
of any sale of the Class A common stock.

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

Triton PCS Holdings, Inc. is a Delaware corporation. Our principal
executive offices are located at 1100 Cassatt Road, Berwyn, Pennsylvania
19312, and our telephone number at that address is (610) 651-5900. Our World
Wide Web site address is http://www.tritonpcs.com. The information in our
website is not part of this prospectus supplement.

In this prospectus supplement, "Triton," "we," "us" and "our" refer to
Triton PCS Holdings, Inc. and its wholly-owned subsidiaries, unless the
context requires otherwise. "AT&T Wireless PCS" refers to AT&T Wireless PCS,
LLC, "AT&T Wireless" refers to AT&T Wireless Services, Inc. and "AT&T" refers
to AT&T Corp.

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

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus supplement, the accompanying prospectus and the documents
incorporated by reference in the accompanying prospectus contain forward-
looking statements that involve substantial risks and uncertainties. You can
identify these statements by forward-looking words such as "anticipate,"
"believe," "could," "estimate," "expect," "intend," "may," "should," "will"
and "would" or similar words. You should read statements that contain these
words carefully because they discuss our future expectations, contain
projections of our future results of operations or of our financial position
or state other "forward-looking" information. We believe that it is important
to communicate our future expectations to our investors. However, there may be
events in the future that we are not able to accurately predict or control.
The factors listed in the "Risk Factors" section, as well as any cautionary
language in this prospectus supplement, the accompanying prospectus and
documents incorporated by reference in the accompanying prospectus provide
examples of risk, uncertainties and events that may cause our actual results
to differ materially from the expectations we describe in our forward-looking
statements. We undertake no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise. Before you invest in our Class A common stock, you should
be aware that the occurrence of the events described in these risk factors and
elsewhere in this prospectus supplement, the accompanying prospectus and in
documents incorporated by reference in the accompanying prospectus could have
a material adverse effect on our business, results of operations, financial
position and the value of our Class A common stock.

PROSPECTUS SUPPLEMENT SUMMARY

This summary highlights selected information about Triton and this offering.
This summary is not complete and does not contain all of the information that
is important to you. You should carefully read this entire prospectus
supplement, the accompanying prospectus and the other documents we refer to for
a more complete understanding of this offering. In addition, we incorporate
important business and financial information in the accompanying prospectus by
reference. You may obtain the information incorporated by reference in the
accompanying prospectus without charge by following the instructions in the
"Where You Can Find More Information" section of the accompanying prospectus.

Unless otherwise indicated, all information in this prospectus supplement
assumes that the underwriters do not exercise their over-allotment option.

TRITON

We are a rapidly growing provider of wireless personal communications
services in the southeastern United States. Our personal communications
services licenses cover approximately 13 million potential customers in a
contiguous geographic area encompassing portions of Virginia, North Carolina,
South Carolina, Tennessee, Georgia and Kentucky. In February 1998, we entered
into a joint venture with AT&T Wireless. As part of the agreement, AT&T
Wireless contributed personal communications services licenses for 20 MHz of
authorized frequencies covering 11 million potential customers within defined
areas of our region in exchange for an equity position in Triton. Since that
time, we have expanded our coverage area to include an additional 2 million
potential customers through acquisitions and license exchanges with AT&T
Wireless. As part of the transactions with AT&T Wireless, we were granted the
right to be the exclusive provider of wireless mobility services using equal
emphasis co-branding with AT&T within our region. We believe our markets are
strategically attractive because of their proximity to AT&T Wireless's wireless
systems in the Washington, D.C., Charlotte, North Carolina and Atlanta, Georgia
markets, which collectively cover a population of more than 27 million
individuals. Our market location is attractive as we are the preferred provider
of wireless mobility services to AT&T Wireless's digital wireless customers who
roam into our markets. Our strategy is to provide extensive coverage to
customers within our region, to offer our customers coast-to-coast coverage and
to benefit from roaming revenues generated by AT&T Wireless's and other
carriers' wireless customers who roam into our covered area. Our management
team is led by Michael Kalogris and Steven Skinner, the former Chief Executive
Officer and Chief Operating Officer of Horizon Cellular Group, respectively.

Strategic Alliance with AT&T Wireless

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

Our strategic alliance with AT&T Wireless provides us with many business,
operational and marketing advantages. Some of these advantages include:

. Recognized Brand Name. We market our wireless services to our potential
customers giving equal emphasis to our regional SunCom brand name and
logo and AT&T's brand name and logo. We believe that association with
the AT&T brand name significantly increases the likelihood that
potential customers will purchase our wireless communications services.

S-1

. Preferred Roaming Partner. We are the preferred roaming partner for
AT&T Wireless's digital wireless customers who roam into our coverage
area. We expect to benefit from growth in roaming traffic as AT&T
Wireless's digital wireless customers, particularly those in
Washington, D.C., Charlotte, North Carolina and Atlanta, Georgia,
travel into our markets.

. Coverage Across the Nation. Our customers have access to coast-to-coast
coverage through our agreements with AT&T Wireless, other members of
the AT&T Wireless Network and other third-party roaming partners. We
believe this coast-to-coast coverage provides a significant advantage
over our personal communications services competitors in our markets
and allows us to offer competitive pricing plans, including national
rate plans.

Competitive Strengths

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

. Experienced Management. Our senior management team has an average of 12
years of experience in the wireless communications industry with
companies such as AT&T, Verizon, Horizon Cellular and ALLTEL
Communications Inc.

. Contiguous Service Area. We operate in a contiguous service area, which
allows us to cost effectively offer large regional calling areas,
generate operational cost savings and route a large number of minutes
through our network, thereby reducing interconnect costs for access to
other networks.

. Strong Capital Base. We believe that we have sufficient capital and
availability under our credit facility to fund the build-out of our
current network plan. After this offering, we will have total capital of
approximately $1.8 billion, $451.1 million of available cash and $250.0
million of available borrowings under our credit facility.

RECENT DEVELOPMENTS

Fourth-Quarter and Year-End 2000 Results

On February 7, 2001, we announced unaudited results for the fourth quarter
and full year 2000.

Fourth-quarter 2000 revenue more than doubled to $109.9 million from $51.9
million a year earlier. Service revenue increased to $73.3 million from $26.0
million in the fourth quarter of 1999, roaming revenue grew to $26.9 million
from $17.1 million, and equipment revenue was $9.7 million compared with $8.8
million a year earlier. For the full year 2000, revenue increased to $357.3
million from $133.2 million in 1999. Annual service revenue rose to $224.3
million from $63.5 million in 1999, roaming revenue generated $98.5 million,
compared with $44.3 million in 1999 and equipment revenue totaled $34.5
million, compared with $25.4 million a year earlier.

For the fourth quarter of 2000, we reported an EBITDA loss of $5.4 million,
versus a loss of $24.9 million a year earlier. For the year 2000, the EBITDA
loss narrowed to $22.5 million from a loss of $76.2 million for 1999.

S-2

Operating Highlights

. We added 84,811 net new customers in the fourth quarter of 2000,
representing a 29% increase from 65,499 net subscriber additions in the
fourth quarter of 1999. For the full year of 2000, total customers more
than doubled to 446,401 from 195,204 at the end of 1999.

. Our churn rate declined to 1.78% for the fourth quarter of 2000 and was
1.80% for the full year.

. Average monthly revenue per subscriber (ARPU) was $60.50 for the fourth
quarter of 2000 and $60.99 for the year. ARPU with roaming was $82.66
for the fourth quarter of 2000 and $87.77 for the year.

. Home minutes of use per average subscriber rose to 343 in the fourth
quarter of 2000 from 310 a year earlier. For the full year 2000, home
minutes of use rose to 335 from 210 in 1999.

. We ended the year 2000 with 871 distribution points, a 59% increase from
548 a year earlier.

. Roaming minutes rose 96% in the fourth quarter of 2000 to 110 million
from 56 million a year earlier. For the year 2000, roaming minutes rose
to 370 million from 134 million in 1999.

SELECTED CONDENSED INCOME STATEMENT INFORMATION
(dollars in thousands)

Three Months Ended Year Ended December
December 31, 31,
----------------------- ----------------------
1999 2000 1999 2000
----------- ----------- --------- -----------
(unaudited) (unaudited) (audited) (unaudited)

Revenues:
Service...................... $ 26,029 $ 73,327 $ 63,545 $224,312
Roaming...................... 17,071 26,851 44,281 98,492
Equipment.................... 8,776 9,677 25,405 34,477
-------- -------- -------- --------
Total revenue.............. 51,876 109,855 133,231 357,281
-------- -------- -------- --------

Expenses:
Cost of service.............. 24,998 34,131 63,200 125,288
Cost of equipment............ 16,827 23,117 44,321 69,398
Selling, general and
administrative.............. 35,000 57,980 101,934 185,085

EBITDA ........................ $(24,949) $ (5,373) $(76,224) $(22,490)

Other data (unaudited):
Net additions.................. 65,499 84,811 161,360 251,197
Churn.......................... 1.70% 1.78% 1.86% 1.80%
Ending subscribers............. 195,204 446,401 195,204 446,401
Average revenue per subscriber
(ARPU)........................ $ 53.41 $ 60.50 $ 57.81 $ 60.99
Roaming minutes (in millions).. 56 110 134 370

S-3

Build-Out

We have begun the third phase of our network build-out, which focuses on
covering major highways linking the cities in our licensed area, as well as
neighboring cities where AT&T Wireless and other carriers use compatible
wireless technology. We expect Phase III to be completed by year-end 2001 and
to add an additional 409 cell sites to our network. Upon completion of Phase
III, our network will include approximately 2,100 cell sites and seven switches
and span approximately 18,000 highway miles.

Financings

On September 14, 2000, Triton PCS, Inc., our wholly-owned subsidiary,
amended and restated its senior secured credit facility with a group of
lenders, increasing aggregate borrowing capacity to $750.0 million. As of
September 30, 2000, Triton PCS had drawn $300.0 million and through February 5,
2001 had drawn an additional $200.0 million under its credit facility.

On January 19, 2001, Triton PCS completed the private sale of $350.0 million
principal amount of 9 3/8% senior subordinated notes due 2011. The notes are
guaranteed by all of the subsidiaries of Triton PCS and rank ratably with
Triton PCS's outstanding 11% senior subordinated discount notes due 2008.

Spectrum License Acquisitions

On January 31, 2001, Lafayette Communications entered into a definitive
agreement to acquire licenses for 10 MHz of spectrum from subsidiaries of
Carolina PCS I Limited Partnership. The licenses for this spectrum encompass
nine basic trading areas covering all of South Carolina and serving
approximately 3.5 million people. The transaction is subject to regulatory
approval and certain other closing conditions.

We anticipate negotiating for an agreement with Lafayette Communications,
consistent with FCC requirements, regarding the use of spectrum acquired by
Lafayette Communications. We intend to fund a senior loan to Lafayette
Communications to finance the acquisition of these licenses. Any senior loan we
provide will be secured by the underlying assets of Lafayette Communications.
In connection with the loan, Lafayette Communications will guarantee Triton
PCS's obligations under its credit facility, and Triton PCS will pledge the
senior loan to the lenders under its credit facility.

S-4

THE OFFERING

Class A common stock offered by:
Triton.......................... 3,500,000 shares
Selling stockholders............ 2,500,000 shares
----------------
Total......................... 6,000,000 shares
================

Over-allotment option provided by
the selling stockholders......... 900,000 shares

Common stock to be outstanding
after this offering:
Class A common stock............ 57,596,303 shares
Class B non-voting common
stock.......................... 8,210,827 shares
-----------------

Total......................... 65,807,130 shares
=================

Use of proceeds................... We intend to use the net proceeds derived
from the sale of the shares of Class A
common stock offered by us to fund a
portion of: (1) capital expenditures,
including the continued build-out of our
personal communications services network,
(2) working capital, (3) general corporate
purposes and (4) potential acquisitions. We
also intend to use a portion of the net
proceeds to finance the purchases by
Lafayette Communications of licenses of
personal communications services spectrum
from the FCC and to finance the acquisition
by Lafayette Communications of licenses of
personal communications services spectrum
from Carolina PCS. See "--Recent
Developments" and "Use of Proceeds." We
will not receive any proceeds from the sale
of the shares of Class A common stock
offered by the selling stockholders.

Nasdaq National Market symbol..... "TPCS"

--------

Unless we specifically state otherwise, information in this prospectus about
the number of shares of our outstanding Class A common stock upon closing of
this offering:

. does not include 8,210,827 outstanding shares of our Class B non-voting
common stock, which are convertible into Class A common stock in
specified circumstances;

. does not include shares of our common stock issuable upon conversion of
our outstanding Series A preferred stock, which is convertible at the
holder's option into shares of our common stock beginning in 2006;

. does not include 12,504,720 shares of our common stock issuable upon
conversion of our outstanding Series D preferred stock, which is
convertible at the holder's option into shares of our common stock at
any time; and

. does not include 2,088,562 shares of our Class A common stock reserved
for issuance under our employee benefits plans.

Including shares of common stock issuable upon conversion of our outstanding
Series D preferred stock, we will have 78,311,850 common share equivalents
outstanding after the offering.

S-5

SUMMARY FINANCIAL DATA

The following tables present summary financial data derived from audited
financial statements of Triton for the period from March 6, 1997 to December
31, 1997 and for the years ended December 31, 1998 and 1999 and the unaudited
financial statements of Triton for the nine months ended September 30, 1999 and
2000. In the opinion of management, the interim financial data includes all
adjustments, consisting only of normal, recurring adjustments necessary for a
fair presentation of results for the interim period. In addition, subscriber
and customer data for the same periods are presented. The following financial
information is qualified by reference to and should be read in conjunction with
"Capitalization," "Management's Discussion and Analysis of Financial Condition
and Results of Operations" and the financial statements and related notes
appearing elsewhere in this prospectus supplement.

March 6,
1997 Year Ended Nine Months Ended
through December 31, September 30,
December --------------------- ---------------------
31, 1997 1998 1999 1999 2000
--------- --------- ---------- --------- ----------
(in thousands)

Expenses:
Costs of services and
equipment (excluding
noncash compensation
of $0, $0 and $142
for the periods ended
December 31, 1997,
1998 and 1999,
respectively and $0
and $340 for the nine
months ended
September 30, 1999
and 2000,
respectively)......... -- 10,466 107,521 65,696 137,438
Selling and marketing
(excluding noncash
compensation of $0,
$0 and $213 for the
periods ended
December 31, 1997,
1998 and 1999,
respectively and $0
and $979 for the nine
months ended
September 30, 1999
and 2000,
respectively)......... -- 3,260 59,580 38,376 68,949
General and
administrative
(excluding noncash
compensation of $0,
$1,120 and $2,954 for
the periods ended
December 31, 1997,
1998 and 1999,
respectively, and
$2,325 and $3,978 for
the nine months ended
September 30, 1999
and 2000,
respectively)......... $ 2,736 15,589 42,354 28,558 58,156
Non-cash
compensation.......... -- 1,120 3,309 2,325 5,297
Depreciation and
amortization.......... 5 6,663 45,546 27,247 68,970
--------- --------- ---------- --------- ----------
Total operating
expenses............ 2,741 37,098 258,310 162,202 338,810
--------- --------- ---------- --------- ----------
Loss from operations.... (2,741) (20,520) (125,079) (80,847) (91,384)
Interest and other
expense................ (1,228) (30,391) (41,061) (26,242) (38,863)
Interest and other
income................. 8 10,635 4,852 4,140 4,799
Gain on sale of
property, equipment and
marketable securities,
net.................... -- -- 11,928 11,682 --
--------- --------- ---------- --------- ----------
Loss before taxes....... (3,961) (40,276) (149,360) (91,267) (125,448)
Income tax benefit...... -- 7,536 -- -- --
--------- --------- ---------- --------- ----------
Net loss................ (3,961) (32,740) (149,360) (91,267) (125,448)
Accretion of preferred
stock.................. -- (6,853) (8,725) (6,409) (7,306)
--------- --------- ---------- --------- ----------
Net loss available to
common stockholders.... $ (3,961) $ (39,593) $ (158,085) $ (97,676) $ (132,754)
========= ========= ========== ========= ==========
Net loss per common
share (basic and
diluted)............... $ (1.25) $ (8.18) $ (9.79) $ (15.53) $ (2.14)
========= ========= ========== ========= ==========
Weighted average common
shares outstanding
(basic and diluted).... 3,159,418 4,841,520 16,142,482 6,289,398 61,979,187
========= ========= ========== ========= ==========

S-6

As of September 30, 2000
----------------------------
As
Actual Adjusted(1)
------------ --------------
(in thousands)

Balance Sheet Data:
Cash and cash equivalents........................... $ 13,135 $ 656,715
Working capital (deficiency)........................ (5,296) 638,284
Property, plant and equipment, net.................. 632,282 632,282
Total assets........................................ 1,036,288 1,692,368
Long-term debt and capital lease obligations........ 685,260 1,235,260
Redeemable preferred stock.......................... 101,509 101,509
Shareholders' equity................................ 106,725 212,805

Year Ended Nine Months Ended
December 31, September 30,
--------------------- ---------------------
1998 1999 1999 2000
--------- ---------- --------- ----------
(in thousands, except subscriber and
customer data)

Other Data:
Subscribers (end of period)...... 33,844 195,204 129,616 361,590
Launched potential customers (end
of period)...................... 248,000 11,450,000 8,759,000 12,963,000
EBITDA(2)........................ $ (12,737) $ (76,224) $ (51,275) $ (17,117)
Cash flows from:
Operating activities............ $ (4,130) $ (72,549) $ (70,505) $ (66,253)
Investing activities............ (372,372) (170,511) (68,333) (254,764)
Financing activities............ 511,312 283,139 43,597 147,901

--------
(1) The as adjusted balance sheet data has been adjusted to give effect to
(a) net proceeds of $337.5 million from the issuance in January 2001 of
$350.0 million in principal amount of our 9 3/8% senior subordinated
notes due 2011, (b) the additional $200.0 million drawn under our credit
facility through February 5, 2001 and (c) the net proceeds from the
issuance of 3,500,000 shares of Class A common stock in this offering.
(2) "EBITDA" is defined as operating loss plus depreciation and amortization
expense and non-cash compensation. EBITDA is a key financial measure but
should not be construed as an alternative to operating income, cash flows
from operating activities or net income (or loss), as determined in
accordance with generally accepted accounting principles. EBITDA is not a
measure determined in accordance with generally accepted accounting
principles. We believe that EBITDA is a standard measure commonly
reported and widely used by analysts and investors in the wireless
communications industry. However, our method of computation may or may
not be comparable to other similarly titled measures of other companies.

S-7

RISK FACTORS

An investment in the Class A common stock involves a high degree of risk.
In addition to the other information in this prospectus supplement, the
accompanying prospectus and the documents incorporated and deemed to be
incorporated in the accompanying prospectus by reference, you should carefully
consider the following risks before making an investment decision. Our
business, financial condition and results of operations could be harmed were
any of the following risks or uncertainties to develop into actual events. In
such case, the value of our Class A common stock could decline and you might
lose all or part of your investment. The risks and uncertainties described
below are not the only ones facing us. Additional risks and uncertainties not
presently known to us, or that we currently see as immaterial, may also harm
our business.

We expect to continue to incur operating losses.

We expect to continue to incur operating losses while we develop and
construct our personal communications services network and build our customer
base. Now that we have completed Phase I and Phase II of our network build-
out, our operating profitability will depend on our ability to:

. market our services successfully;

. achieve our projected market penetration;

. manage customer churn effectively; and

. price our services competitively.

We may not be able to successfully accomplish these tasks, and if we do
not, we may not be able to achieve operating profitability or positive cash
flow from operating activities in the future. Personal communications services
systems have a limited operating history in the United States, and our
operation of these systems in our markets may not become profitable.

If we are not able to complete our personal communications services network,
we may not be successful.

In order for us to complete our personal communications services network
and to provide our wireless communications services to customers throughout
our licensed area, we must successfully:

. lease or otherwise obtain rights to a sufficient number of cell sites
for the location of our base station equipment;

. expand our existing customer service, network management and billing
systems; and

. complete the purchase and installation of equipment, build out the
physical infrastructure and test the network.

These events may not occur on a timely basis or on the cost basis that we
have assumed, or at all. Implementation of the network involves various risks
and contingencies, many of which are not within our control and any of which
could have a material adverse effect on the implementation of our system
should there be delays or other problems.

If AT&T Wireless is not successful as a provider of wireless communications,
we may not be successful.

Our results of operations are highly dependent on our relationship with
AT&T Wireless and AT&T, and the success of their wireless strategy. AT&T
Wireless is subject, to varying degrees, to the economic, administrative,
logistical and other risks set forth in this prospectus supplement. Because we
market our products under the AT&T brand name, our results of operations could
be adversely affected if AT&T Wireless's or AT&T's reputation as a wireless
provider declines.

S-8

We depend on our agreements with AT&T and AT&T Wireless for our success, and
we would have difficulty operating without them.

Our results of operations are dependent upon agreements we have entered
into with AT&T and AT&T Wireless in several ways:

. We market our products using equal emphasis co-branding with AT&T in
accordance with a license agreement with AT&T, which we believe
provides us with significant marketing advantages. The license
agreement has an initial five-year term expiring February 2003 and may
be terminated if we fail to comply with any of its material provisions.

. Most of our roaming revenues have historically been derived from AT&T
Wireless's customers traveling through our areas. Our roaming agreement
with AT&T Wireless provides that the per minute roaming rate charges to
AT&T Wireless for its customers roaming onto our network will decline
over the next several years. In addition, the roaming rate charges are
subject to renegotiation by the parties from time to time on or after
September 1, 2005. The roaming agreement has a 20-year term expiring in
2018 and may be terminated by AT&T Wireless if we breach any of its
material provisions. Our ability to offer plans with low roaming rates
would be adversely affected if this agreement were to be terminated.

In addition, if AT&T Wireless or its affiliates combine with specified
entities with over $5 billion in annual revenues from telecommunications
activities, that derive less than one-third of their aggregate revenues from
the provision of wireless telecommunications and that have personal
communications services or cellular licenses that cover at least 25% of the
people covered by our licenses, then AT&T Wireless PCS may terminate its
exclusivity obligations with us in markets that overlap with markets of those
entities. Other providers could then enter into agreements with AT&T Wireless
in those markets, exposing us to increased competition, and we could lose
access to customers.

Our results of operations would be adversely affected if any of our
agreements with AT&T or AT&T Wireless are terminated.

Our agreements with AT&T Wireless and its affiliates contain stringent
development requirements which, if not met, will result in the loss of some of
our rights under those agreements.

The various agreements we have entered into with AT&T Wireless and its
affiliates contain requirements regarding the construction of our network,
and, in many instances, these requirements are more stringent than those
imposed by the FCC. Failure to meet those requirements could result in
termination of exclusivity provisions contained in our agreements with AT&T
Wireless and its affiliates. We will need to complete the construction of
additional phases of our network on a timely basis to meet those requirements.
The construction of the remainder of our network involves risks of
unanticipated costs and delays.

AT&T Wireless may compete with us, which could cause it to obtain subscribers
who otherwise might use our AT&T-licensed services.

Under the terms of our stockholders' agreement, we are required to enter
into a resale agreement at AT&T Wireless PCS's request. The resale agreement
will allow AT&T Wireless to sell access to, and usage of, our services in our
licensed area on a nonexclusive basis and using the AT&T brand. AT&T Wireless
may be able to develop its own customer base in our licensed area during the
term of the resale agreement.

Our inability to effectively manage our planned rapid growth could adversely
affect our operations.

We have experienced rapid growth and development in a relatively short
period of time and expect to continue to experience rapid growth in the
future. The management of such growth will require, among other things,
continued development of our financial and management controls and management
information systems, stringent control of costs, increased marketing
activities, ability to attract and retain qualified management personnel and
the training of new personnel. We intend to hire additional personnel in order
to manage our

S-9

expected growth and expansion. Failure to successfully manage our expected
rapid growth and development and difficulties in managing the build-out of our
network could have a material adverse effect on our business, results of
operations and financial condition.

Our future growth may require additional significant capital, and our
substantial indebtedness could impair our ability to fund our capital
requirements.

We believe that we have sufficient funds to complete the build-out of our
network, but we may require additional capital in the event of significant
departures from our current business plan, unforeseen delays, cost overruns,
unanticipated expenses, regulatory changes, engineering design changes and
other technological risks or if we acquire additional licenses. For example,
AT&T Wireless has announced its intention to add a global-system for mobile
communications overlay and the general packet radio service, or GPRS,
technology to its networks throughout the country, to be followed thereafter
by a further upgrade to "EDGE" and then "UMTS" technology, each of which
promises faster transmission speeds and increased capacity. If we decide to
follow AT&T Wireless and adopt this technological upgrade plan, we will be
required to spend significant amounts that are not in our current capital
budget. In addition, we engage, from time to time, in discussions with AT&T
Wireless regarding possible acquisitions of additional personal communications
services licenses from them. We may also engage in discussions regarding
future acquisitions of cellular licenses within our currently licensed area.
Sources of funding for our further financing requirements may include any or
all of the following:

. vendor financing;

. public offerings or private placements of equity and debt securities;

. commercial bank loans;

. additional capital contributions from equity investors; and

. equipment lease financing.

Due to our highly leveraged capital structure, additional financing may not
be available to us, or, if it were available, it may not be available on a
timely basis, on terms acceptable to us and within the limitations contained
in the indentures governing our 11% senior subordinated discount notes due
2008 and our 9 3/8% senior subordinated notes due 2011, our credit facility
and any new financing arrangements. Failure to obtain any appropriate
financing, should the need for it develop, could result in the delay or
abandonment of our development and expansion plans and our failure to meet
regulatory requirements. It could also impair our ability to meet our debt
service requirements, and could have a material adverse effect on our
business.

We have substantial indebtedness, and servicing our indebtedness could reduce
funds available to grow our business.

We are highly leveraged. As of September 30, 2000, we had total
consolidated long-term obligations of $685.3 million, and after giving effect
to our offering of 9 3/8% senior subordinated notes due 2011 on January 19,
2001 and the additional draw of $200.0 million under our credit facility
through February 5, 2001, our total adjusted consolidated indebtedness is
approximately $1.2 billion. Our high level of indebtedness could interfere
with our ability to grow. For example, it could:

. increase our vulnerability to general adverse economic and industry
conditions;

. limit our ability to obtain additional financing;

. require the dedication of a substantial portion of our cash flow from
operations to the payment of principal of, and interest on, our
indebtedness;

. limit our flexibility in planning for, or reacting to, changes in our
business and the industry; and

. place us at a competitive disadvantage relative to less leveraged
competitors.

S-10

Our ability to generate sufficient cash flow from operations to pay the
principal of, and interest on, our indebtedness is uncertain. In particular,
if we do not meet our anticipated revenue growth and operating expense
targets, our future debt service obligations could exceed cash available to
us. Further, we may not be able to refinance any of our indebtedness on
commercially reasonable terms or at all.

Competitors who entered the wireless communications market before we did may
be better positioned than we are to attract customers.

Competitors who entered the wireless communications services market before
we did may have a significant time-to-market advantage over us. As a newer
entrant in the market, we may have to engage in significant and prolonged
discounting to attract customers, which would materially adversely affect our
business. We may not be able to compete successfully with competitors who have
a significant time-to-market advantage.

We have many competitors in our markets that have substantial coverage areas,
which makes it difficult for us to acquire and maintain a strong competitive
position.

We compete in our markets with most of the major cellular and personal
communications services companies in the United States. Many of our
competitors have substantially greater financial, technological, marketing and
sales and distribution resources than we do. Some of our competitors have more
extensive coverage within our licensed areas than we provide and also have
broader regional coverage. Airtime and monthly access rates may continue to
decline due to competition, and we may have to significantly discount our
prices over a long period of time to attract customers, which would put
downward pressure on our prices and make it more difficult for us to achieve
positive cash flow.

We expect competition to intensify as a result of the consolidation of the
industry, the entrance of new competitors, the development of new
technologies, products and services and the auction of additional spectrum.
The wireless communications industry has been experiencing significant
consolidation, and we expect that this trend will continue. For example,
Cingular Wireless, Voicestream and Verizon Wireless have all been recently
formed as national carriers from the combination of several smaller carriers,
which has doubled the number of large national wireless competitors. This
consolidation trend may create additional large, well-capitalized competitors
with substantial financial, technical, marketing and other resources.

Some competitors may have different or better technology than we do and may
attract more customers.

We compete with companies that use other communications technologies,
including paging and digital two-way paging, enhanced specialized mobile radio
and domestic and global mobile satellite service. We may compete in the future
with companies who offer new technologies. These technologies may have
advantages over our technology and may attract our customers.

Competitors who offer more services than we do may attract customers.

Some of our competitors market other services, such as traditional
telephone services, cable television access and access to the Internet,
together with their wireless communications services, which may make their
services more attractive to customers.

In addition, we expect that in the future, providers of wireless
communications services will compete more directly with providers of
traditional landline telephone services, energy companies, utility companies
and cable operators who expand their services to offer communications
services.

We are dependent upon roaming revenue, and its seasonality will subject our
revenue and net income to seasonal fluctuations.

In 1999, approximately 33.2%, and in 2000, approximately 27.6%, of our
revenues were derived from roaming as the result of payments by other wireless
providers for use of our network by their customers who had traveled within
our coverage area. Most of that revenue was derived from AT&T Wireless's
customers. Our coverage area includes a number of resort areas that contribute
to our roaming revenue. As a result, our roaming revenue increases during
vacation periods, introducing a measure of seasonality to our revenue and net
income.

S-11

The wireless industry is experiencing rapid technological change, and we may
lose customers if we fail to keep up with these changes.

The wireless telecommunications industry is experiencing significant
technological change, as evidenced by the increasing pace of digital upgrades
in existing analog wireless systems, ongoing improvements in the capacity and
quality of digital technology, the development and commercial acceptance of
advanced wireless data services, shorter development cycles for new products
and enhancements and changes in end-user requirements and preferences. We may
lose customers if we fail to keep up with these changes.

We depend on consultants and contractors to build out our network, and if any
of them fails to perform its obligation to us, we may not complete the
construction of our network on a timely basis.

We have retained Ericsson Inc. and other consultants and contractors to
assist in the design and engineering of our systems, construct cell sites,
switch facilities and towers, lease cell sites and deploy our personal
communications services network systems. The failure by any of these
consultants or contractors to fulfill its contractual obligations could
materially delay the construction of our personal communications services
network, which could slow our growth and our ability to compete in the
wireless communications industry and could materially adversely affect our
financial condition and results of operations.

Difficulties in obtaining infrastructure equipment may affect our ability to
construct our network, meet our development requirements and compete in the
wireless communications industry.

We have obtained a substantial majority of our network equipment from
Ericsson. The equipment that we require to construct our network is in high
demand, and Ericsson could have a substantial backlog of orders. Accordingly,
the lead time for the delivery of this equipment may be long. Some of our
competitors purchase large quantities of communications equipment and may have
established relationships with the manufacturers of this equipment, such as
Ericsson. Consequently, they may receive priority in the delivery of this
equipment. We also purchase a significant amount of handsets from a few
providers. Handsets are in high demand, and some providers have had a
substantial backlog of orders. If Ericsson or any other vendor fails to
deliver equipment to us in a timely manner, we may be unable to provide
wireless communications services comparable to those of our competitors. In
addition, we may be unable to satisfy the requirements regarding the
construction of our network contained in FCC regulations and our agreements
with AT&T Wireless and its affiliates. Any of these outcomes could lessen our
revenue.

Many personal communications services providers have experienced a high rate
of customer turnover which, if it affects us, may reduce our revenues.

Many providers in the personal communications services industry have
experienced a high rate of customer turnover as compared to cellular industry
averages. The rate of customer turnover may be the result of several factors,
including network coverage, reliability issues such as blocked and dropped
calls, handset problems, non-use of phones, change of employment,
affordability, customer care concerns and other competitive factors. Our
strategy to address customer turnover may not be successful, or the rate of
customer turnover may be unacceptable. Price competition and other competitive
factors could also cause increased customer turnover. A high rate of customer
turnover could reduce our revenues and have a material adverse effect on our
competitive position and results of operations.

We are dependent on our FCC licenses, and our business could be harmed by
adverse regulatory changes.

The FCC regulates the licensing, construction, operation, sale and
interconnection arrangements of wireless telecommunications systems to varying
degrees, as do some state and local regulatory agencies. In addition, the FCC,
in conjunction with the FAA, regulates tower marking and lighting. We cannot
assure you that either the FCC, the FAA or the state and local agencies having
jurisdiction over our business will not adopt regulations or take other
actions that would adversely affect our business. See "Business--Regulation"
for a discussion of additional regulatory developments that could adversely
affect our business.

S-12

Our principal assets are our licenses from the FCC to provide cellular and
personal communications services. Our loss of any of those licenses would have
a material adverse effect on our business. Our FCC licenses are subject to
renewal in 2005, except for our cellular license for Myrtle Beach which is
subject to renewal in 2010, and revocation.

Our success depends on our ability to attract and retain qualified personnel.

A small number of key executive officers manage our business. Their loss
could have a material adverse effect on our operations. We believe that our
future success will also depend in large part on our continued ability to
attract and retain highly qualified technical and management personnel. We
believe that there is, and will continue to be, intense competition for
qualified personnel in the personal communications services industry as the
emerging personal communications services market develops, and we cannot
assure you that we will be successful in retaining our key personnel or in
attracting and retaining other highly qualified technical and management
personnel. We do not presently maintain key-man life insurance on any of our
executives or other employees.

We will likely incur operating costs due to unauthorized use of our network.

As do most companies in the wireless industry, we will likely incur costs
associated with the unauthorized use of our network, including administrative
and capital costs associated with detecting, monitoring and reducing the
incidence of fraud. Fraud impacts interconnection costs, capacity costs,
administrative costs, fraud prevention costs and payments to other carriers
for unbillable fraudulent roaming.

The technologies that we use may become obsolete, which would limit our
ability to compete effectively and may result in increased costs to adopt a
new technology.

If our technologies become obsolete, we may need to purchase and install
equipment necessary to allow us to convert to new technologies to compete in
the wireless communications marketplace. We have employed digital wireless
communications technology using the current time division multiple access/IS-
136 standards. Other digital technologies such as code division multiple
access and global system for mobile communications may ultimately prove to be
more advantageous than time division multiple access. For example, code
division multiple access technology-based providers own licenses covering
virtually all of the United States population. In addition, it is possible
that a digital transmission technology other than time division multiple
access technology (including global system for mobile communications, the
prevalent standard in Europe) may gain sufficient acceptance in the United
States to adversely affect the resources currently devoted by vendors to
improving time division multiple access technology. If another technology
becomes the preferred industry standard, we may be at a competitive
disadvantage, and competitive pressures may require us to change our digital
technology at substantial cost. We may not be able to respond to those
pressures and implement new technology on a timely basis, or at an acceptable
cost. If time division multiple access technology becomes obsolete at some
time in the future, and we are unable to effect a cost-effective migration
path, it could materially and adversely affect our financial condition,
results of operations and liquidity. Time division multiple access/IS-136
standards may not always meet or exceed the capabilities and quality of other
technologies.

Although all three standards are digital transmission technologies and
share certain basic characteristics that differentiate them from analog
transmission technology, they are not compatible or interchangeable with each
other. In order to roam in other markets where no personal communications
services licensee utilizes the time division multiple access technology
standard, our subscribers must utilize tri-mode handsets to use an analog or
digital cellular system in such markets. Generally, tri-mode handsets are more
expensive than single- or dual-mode handsets. The higher cost of these
handsets may impede our ability to attract subscribers or achieve positive
cash flow as planned.

S-13

purchase and install the equipment necessary to allow us to convert to a new
or different technology or to adopt a new or different technology at an
acceptable cost, if at all. In addition, the technologies that we choose to
invest in may not lead to successful implementation of our business plan. AT&T
Wireless has announced that it will adopt the global system for mobile
communications based general packet radio service technology standard for
development of advanced services such as high speed transmission of data. To
the extent that AT&T Wireless supplements its network with such technology, we
may not be able to offer AT&T Wireless's customers all such advanced services
and we may lose the ability to collect roaming revenues from these services
unless we also supplement our network with such technology.

If hand-held phones pose health and safety risks, we may be subject to new
regulations, and there may be a decrease in demand for our services.

Media reports have suggested that, and studies are currently being
undertaken to determine whether, certain radio frequency emissions from
wireless handsets may be linked to various health concerns, including cancer,
and may interfere with various electronic medical devices, including hearing
aids and pacemakers. In addition, lawsuits have been filed against other
participants in the wireless industry alleging various adverse health
consequences as a result of wireless phone usage. If consumers' health
concerns over radio frequency emissions increase, they may be discouraged from
using wireless handsets, and regulators may impose restrictions on the
location and operation of cell sites. These concerns could have an adverse
effect on the wireless communications industry and expose wireless providers
to further litigation, which, even if not successful, can be costly to defend.
These concerns have recently received increased focus, including the adoption
in July 2000 by the leading industry trade group of a policy requiring handset
manufacturers to disclose emission levels. Additional studies of radio
frequency emissions are ongoing. The ultimate findings of these studies will
not be known until they are completed and made public. We cannot assure you
that government authorities will not increase regulation of wireless handsets
and cell sites as a result of these health concerns or that wireless companies
will not be held liable for costs or damages associated with these concerns.
The actual or perceived risk of radio frequency emissions could also adversely
affect us through a reduced subscriber growth rate, a reduction in
subscribers, reduced network usage per subscriber or reduced financing
available to the wireless communications industry. During the past two years,
the FCC has updated the guidelines and methods it uses for evaluating radio
frequency emissions from radio equipment, including wireless handsets. In
addition, interest groups have requested that the FCC investigate claims that
time division multiple access and other digital technologies pose health
concerns and cause interference with hearing aids and other medical devices.
Although the updates impose new restrictive standards on radio frequency
emissions from lower power devices such as wireless handsets, all wireless
handsets that we offer our customers comply with the proposed standards.

Our use of the SunCom brand name for marketing may link our reputation with
another SunCom company.

We use the SunCom brand name to market our products and services in
conjunction with another member of the AT&T Wireless Network, TeleCorp PCS, in
order to broaden our marketing exposure and share the costs of advertising. It
is possible that our reputation for quality products and services under the
SunCom brand name will be associated with the reputation of TeleCorp PCS, and
any unfavorable consumer reaction to TeleCorp PCS could harm consumer
perception of the SunCom brand name and, in turn, could adversely affect our
own reputation.

Our ability to obtain access to additional radio frequency spectrum through
Lafayette Communications is subject to various uncertainties.

We may need additional spectrum in the future to meet demand for voice
services or the deployment of next generation data services. One of our
primary means to obtain access to additional spectrum for our personal
communications services network is through participation in FCC auctions. The
FCC concluded the bidding phase of its re-auction of licenses in the personal
communications services C and F Blocks in the 1900 MHz

S-14

band on January 26, 2001. Although we did not participate in the auction, we
have a non-controlling equity interest in Lafayette Communications, which did
participate in the auction. Of the 422 licenses offered, Lafayette
Communications was announced the winning bidder of thirteen 10 MHz C Block
licenses and one 10 MHz F Block license.

Although we anticipate negotiating an agreement with Lafayette
Communications, subject to FCC requirements, for use of such spectrum and the
spectrum it is acquiring from Carolina PCS, there can be no assurance that we
will be successful in negotiating such an agreement. In addition, there can be
no assurance that Lafayette Communications will receive all such licenses or
that the licenses will not be subject to court challenge, which could cause a
delay in issuance of the licenses. In either case, we may need to obtain
additional spectrum from other sources which may not be available to us on
commercially reasonable terms or at all.

As a holding company, we depend on distributions from our subsidiaries to meet
our obligations, and our subsidiaries are subject to various agreements and
laws that restrict their ability to distribute funds to us.

We are a holding company with no direct operations and no significant
assets other than the stock of our subsidiaries. We depend on the cash flows
of our subsidiaries to meet our obligations and to pay any potential
dividends. The ability of our subsidiaries to distribute funds to us is and
will be restricted by the terms of existing and future indebtedness, including
our credit facility and indentures, and by applicable state laws that limit
the payments of dividends.

Our debt instruments contain restrictive covenants that may limit our
operating flexibility.

The documents governing our indebtedness, including our credit facility,
the indenture governing our 11% senior subordinated discount notes due 2008
and the indenture governing our 9 3/8% senior subordinated notes due 2011,
contain significant covenants that limit our ability to engage in various
transactions and, in the case of our credit facility, require satisfaction of
specified financial performance criteria. In addition, under each of these
documents, the occurrence of specific events, in some cases after notice and
grace periods, would constitute an event of default permitting acceleration of
the respective indebtedness.

These events include:

. failure to comply with a document's covenants;

. material inaccuracies of representations and warranties;

. specified defaults under or acceleration of other indebtedness; and

. events of bankruptcy or insolvency.

The limitations imposed by the documents governing our outstanding
indebtedness are substantial, and failure to comply with them could have a
material adverse effect on our business. We are in full compliance with our
debt covenants as of the date of this prospectus supplement.

A limited number of stockholders owns a large amount of our stock; if they
decide to vote their shares together in furtherance of their own interests and
those interests are different from yours, the result could be that we will
take actions that are not in your interest.

J.P. Morgan Partners (23A SBIC), LLC, J.P. Morgan SBIC LLC, Desai Capital
Management Incorporated, Toronto Dominion Capital (U.S.A.), Inc., First Union
Affordable Housing Community Development Corporation and Duff Ackerman
Goodrich & Assoc. L.P., our initial institutional investors, in the aggregate,
currently control approximately 66% of our total voting power, and Michael
Kalogris and Steven Skinner control approximately 9% of our total voting
power, in the aggregate. Those stockholders, other than J.P. Morgan SBIC LLC,
have agreed that they will vote their shares together to elect two of our
directors and, so long as AT&T Wireless PCS has the right to nominate a
director under our certificate of incorporation, to elect AT&T Wireless PCS's

S-15

nominee. As a result of their share ownership, these institutional investors
and our management, if their interests are aligned or if they decide to vote
their shares together, have the ability to control our future operations and
strategy. Conflicts of interest between the institutional investors and
management stockholders and our public stockholders may arise with respect to
sales of shares of Class A common stock owned by the institutional investors
and management stockholders or other matters. For example, sales of shares by
the institutional investors and management stockholders could result in a
change of control under our credit facility, which would constitute an event
of default under the credit facility, and under our indentures, which would
require us to offer to repurchase our 11% senior subordinated discount notes
due 2008 and our 9 3/8% senior subordinated notes due 2011. In addition, the
interests of our institutional investors and other existing stockholders
regarding any proposed merger or sale may differ from the interests of our
public stockholders, especially if the consideration to be paid for the Class
A common stock is less than the price paid by public stockholders.

In an investors' agreement, our initial institutional investors, other than
AT&T Wireless PCS, have agreed that investors holding 66 2/3% or more of the
Class A common stock and Class B non-voting common stock held by these
investors, in the aggregate, who propose to sell their shares of common stock
may require the other investors to also participate in any such sale. As a
result, such investors may have the effective right to sell control of Triton.

Our institutional investors invest in other personal communications services
companies, and conflicts of interest may arise from these investments and from
other directorships held by our directors that may not be resolved in our
favor.

Our institutional investors, or their affiliates, currently have
significant investments in personal communications services companies other
than Triton. These institutional investors may in the future invest in other
entities that compete with us. In addition, several of our directors serve as
directors of other communications services companies. As a result, these
directors may be subject to conflicts of interest during their tenure as
directors of Triton. Because of these potential conflicts, these directors may
be required to disclose periodically financial or business opportunities to us
and to the other companies to which they owe fiduciary duties.

We do not intend to pay dividends in the foreseeable future.

We have never declared or paid any cash dividends on our common stock. For
the foreseeable future, we intend to retain any earnings to finance the
development and expansion of our business, and we do not anticipate paying any
cash dividends on our common stock. Payment of any future dividends on our
common stock will depend upon our earnings and capital requirements, the terms
of our debt instruments and preferred stock and other factors our board of
directors considers appropriate. See "--As a holding company, we depend on
distributions from our subsidiaries to meet our obligations, and our
subsidiaries are subject to various agreements and laws that restrict their
ability to distribute funds to us."

Our stock price is highly volatile.

The market price of our stock is highly volatile and subject to wide
fluctuations in response to factors such as the following, some of which are
beyond our control:

. quarterly variations in our operating results;

. operating results that vary from the expectations of securities analysts
and investors;

. changes in expectations as to our future financial performance, including
financial estimates by securities analysts and investors;

. changes in market valuations of other personal communications and
telecommunications services companies;

S-16

. announcements of technological innovations or new services by us or our
competitors; announcements by us or our competitors of significant
contracts, acquisitions, strategic partnerships, joint ventures or
capital commitments;

. additions or departures of key personnel;

. future sales of our securities; and

. stock market price and volume fluctuations.

Stock markets in the United States often experience extreme price and
volume fluctuations. Market fluctuations, as well as general political and
economic conditions such as a recession or interest rate or currency rate
fluctuations, could adversely affect the market price of our stock.

Future sales of shares of Class A common stock could depress the price of the
Class A common stock.

The market price of the Class A common stock could drop as a result of
significant sales in the market. The perception that such sales could occur
may also affect its trading price. These factors could also make it more
difficult for us to raise funds through future offerings of common stock.

Upon completion of this offering there will be 57,596,303 shares of Class A
common stock outstanding and 8,210,827 shares of Class B non-voting common
stock outstanding, all of which are convertible into Class A common stock on a
one-for-one basis in specified circumstances. We have reserved for issuance
1,810,022 shares of Class A common stock under our stock and incentive plan
and we have reserved for issuance 278,540 shares of Class A common stock under
our employee stock purchase plan.

Of those shares, the 11.5 million shares sold in our initial public
offering and 1.6 million shares issued to employees pursuant to option and
stock purchase plans, as well as the 6 million shares offered hereby, will be
freely tradeable, except for any shares purchased by our affiliates, as that
term is defined in Rule 144 under the Securities Act and subject to any
vesting requirements for stock issued under our option and stock purchase
plans. The remaining shares are restricted securities which may be resold
under Rule 144. Our executive officers, directors and the selling stockholders
who hold an aggregate of approximately 37.9 million shares of our Class A
common stock and 8.2 million shares of our Class B non-voting common stock
have agreed to contractual lock-ups with the underwriters for a period of 90
days after this offering, subject to specified exceptions, but may resell
their shares under Rule 144 after the expiration of the 90 day lock-up. AT&T
Wireless, which holds 12.5 million shares of common stock issuable upon
conversion of our Series D preferred stock and additional shares of Class A
common stock issuable upon conversion of our Series A preferred stock, has not
agreed to a contractual lockup and currently may resell its shares pursuant to
Rule 144. Under Rule 144, holders that are not our affiliates who have held
restricted shares for more than two years may freely resell those shares at
any time, and those that are our affiliates or who have held restricted shares
for at least one year may resell those shares subject to the volume and other
limitations contained in Rule 144. In addition to their rights under Rule 144,
we have granted the holders of our restricted shares demand registration
rights that will entitle them to require us to register their shares.

As restrictions on resale end, the market price of our Class A common stock
could drop significantly if the holders of these securities sell them or are
perceived by the market as intending to sell them. In addition, Morgan Stanley
& Co. Incorporated may in its own discretion, at any time, release all or any
portion of the shares subject to lock-up agreements.

Anti-takeover provisions affecting us could prevent or delay a change of
control that is beneficial to you.

Provisions of our certificate of incorporation and bylaws, provisions of
our debt instruments and other agreements, and provisions of applicable
Delaware law and applicable federal and state regulations may discourage,
delay or prevent a merger or other change of control that holders of our
securities may consider favorable. These provisions could:

. have the effect of delaying, deferring or preventing a change in control
of our company;

S-17

. discourage bids for our securities at a premium over the market price;

. adversely affect the market price of, and the voting and other rights of
the holders of, our securities; or

. impede the ability of the holders of our securities to change our
management.

In addition, our stockholders' agreement, credit facility and indentures
for our outstanding public debt contain limitations on our ability to enter
into change of control transactions.

Our business is subject to regulation by the FCC and state regulatory
commissions or similar state regulatory agencies in the states in which we
operate. The FCC and some states have statutes or regulations that would
require an investor who acquires a specified percentage of our securities or
the securities of one of our subsidiaries to obtain approval to own those
securities from the FCC or the applicable state commission.

Your ownership interest could be diluted upon conversion of our Series A
preferred stock.

AT&T owns 786,253 shares of our Series A preferred stock. The Series A
preferred stock has a liquidation value of $100 per share with dividends
accruing at an annual rate of $10 per share, compounding quarterly from March
31, 1998. On or after February 4, 2006, AT&T may convert each share of Series
A preferred stock into a number of shares of common stock equal to:

. $100 plus unpaid dividends on the share of Series A preferred stock

divided by

. the market price of one share of Class A common stock on the date of
conversion.

As a result, AT&T will be entitled to a larger number of shares of Class A
common stock if the market value of the Class A common stock declines. Any
conversion by AT&T will dilute the ownership interest of our existing shares
of Class A common stock, which could cause the price of shares of our Class A
common stock to decline.

S-18

USE OF PROCEEDS

The net proceeds we receive from the sale of 3,500,000 shares of our Class
A common stock in this offering are estimated to be $106.1 million, after
deducting underwriting discounts and commissions and estimated offering
expenses of approximately $0.6 million payable by us. We will not receive any
proceeds from the sale of Class A common stock by the selling stockholders.

We intend to use the net proceeds from this offering to fund in part:

. capital expenditures, including the continued build-out of our personal
communications services network;

. working capital as required;

. general corporate purposes; and

. potential acquisitions.

We also intend to use a portion of the proceeds from this offering to fund
a senior loan to Lafayette Communications to finance acquisitions of licenses
of personal communications services spectrum from the FCC and to finance the
acquisition by Lafayette Communications of licenses of personal communications
services spectrum from Carolina PCS.

S-19

CAPITALIZATION

The following table sets forth our cash and capitalization as of September
30, 2000:

. on an actual basis; and

. on an as adjusted basis to give effect to:

- the issuance of $350.0 million principal amount of our 9 3/8% senior
subordinated notes due 2011 and the application of approximately
$337.5 million of net proceeds therefrom, in January 2001;

- the draw of an additional $200.0 million under our credit facility;
and

- the issuance and sale of 3,500,000 shares of Class A common stock in
this offering and the application of approximately $106.1 million of
net proceeds to Triton therefrom.

This table should be read in conjunction with "Selected Historical
Consolidated Financial Data," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and our financial statements and
related notes thereto included elsewhere in this prospectus supplement.

Unaudited As of
September 30, 2000
---------------------
As
Actual Adjusted
--------- ----------
(in thousands)

Cash and cash equivalents............................... $ 13,135 $ 656,715
========= ==========
Long-term obligations:
Bank credit facility.................................. $ 300,000 $ 500,000
9 3/8% senior subordinated notes due 2011............. -- 350,000
11% senior subordinated discount notes due 2008....... 381,049 381,049
Capital lease obligations............................. 4,211 4,211
--------- ----------
685,260 1,235,260
--------- ----------
Series A redeemable convertible preferred stock, $.01
par value; 1,000,000 shares authorized, $.01 par value,
786,253 shares issued and outstanding.................. 101,509 101,509
Shareholders' Equity:
Series B preferred stock, $.01 par value; 50,000,000
shares authorized, no shares issued or outstanding... -- --
Series C preferred stock, $.01 par value; 3,000,000
shares authorized, no shares issued and outstanding.. -- --
Series D preferred stock, $.01 par value; 16,000,000
shares authorized, 543,683 shares issued and
outstanding.......................................... 5 5
Class A common stock, $.01 par value; 520,000,000
shares authorized, 54,067,172 shares issued and
outstanding, 57,567,172 shares issued and
outstanding, on an adjusted basis.................... 541 576
Class B non-voting common stock, $.01 par value;
60,000,000 shares authorized, 8,210,827 shares issued
and outstanding...................................... 82 82
Additional paid-in capital............................ 463,167 569,212
Subscription receivable............................... -- --
Accumulated deficit................................... (311,539) (311,539)
Accumulated other comprehensive income................ -- --
Deferred compensation................................. (45,531) (45,531)
Total shareholders' equity.......................... 106,725 212,805
--------- ----------
Total capitalization................................ $ 893,494 $1,549,574
========= ==========

S-20

DILUTION

The net tangible book deficit of Triton (total assets less intangible
assets and total liabilities) as of September 30, 2000 was $(96.7) million, or
$(1.55) per share of Class A common stock and Class B non-voting common stock
outstanding. Net tangible book value per share, as adjusted, is determined by
dividing the tangible net worth of Triton by the aggregate number of shares of
Class A common stock and Class B non-voting common stock outstanding on
September 30, 2000. After giving effect to our sale of 3,500,000 shares of
Class A common stock in the offering, and the receipt and application of the
net proceeds to Triton from the offering, net tangible book value of Triton as
of September 30, 2000, would have been approximately $9.4 million, or $0.14
per share. This represents an immediate increase in net tangible book value of
$1.69 per share to the existing stockholders of Triton and an immediate
dilution in net tangible book value of $31.86 per share to purchasers of Class
A common stock in the offering. The following table illustrates this per share
dilution:

Public offering price per share................................ $32.00
Net tangible book deficit per share at September 30, 2000...... $(1.55)
Increase in net tangible book value per share attributable to
purchasers in the offering.................................... $ 1.69
------
Net tangible book value per share, as adjusted, after the
offering...................................................... $ 0.14
------
Dilution in net tangible book value per share to purchasers of
Class A common stock in the offering(1)....................... $31.86
======

--------
(1) Dilution is determined by subtracting net tangible book value per share,
as adjusted, after the offering from the public offering price per share.

S-21

DIVIDEND POLICY

We have never declared or paid a cash dividend on our common stock. For the
foreseeable future, we intend to retain any earnings to finance the
development and expansion of our business, and we do not anticipate paying any
cash dividends on our common stock. Any future determination to pay dividends
will be at the discretion of our board of directors and will be dependent upon
then existing conditions, including our financial condition and results of
operations, contractual restrictions, business prospects and other factors
that the board of directors considers relevant. Our ability to pay dividends
is restricted by the terms of our preferred stock, our indentures and our
credit facility.

PRICE RANGE OF CLASS A COMMON STOCK

Our Class A common stock is traded on the Nasdaq National Market under the
trading symbol "TPCS." The following table provides the high and low closing
sales prices for our Class A common stock as reported on the Nasdaq National
Market since the Class A common stock began trading publicly on October 28,
1999 for each of the periods indicated:

Price of Class A
Common Stock
-------------------
High Low
--------- ---------

Year Ended December 31, 1999
Fourth Quarter (from October 28, 1999)...................... $47 3/16 $18

Year Ended December 31, 2000
First Quarter............................................. $68 7/8 $39 3/8
Second Quarter............................................ 60 37 7/8
Third Quarter............................................. 59 1/4 25
Fourth Quarter............................................ 52 3/8 25 15/16

Year Ending December 31, 2001
First Quarter (through February 22, 2001)................. $45 11/16 $34

On February 22, 2001, the closing sales price for our Class A common stock
as reported on the Nasdaq National Market was $34.

S-22

SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following tables present selected financial data derived from audited
financial statements of Triton for the period from March 6, 1997 to December
31, 1997 and for the years ended December 31, 1998 and 1999 and the unaudited
financial statements of Triton for the nine months ended September 30, 1999
and 2000. In the opinion of management, the interim financial data includes
all adjustments, consisting only of normal, recurring adjustments necessary
for a fair presentation of results for the interim period. In addition,
subscriber and customer data for the same periods are presented. The following
financial information is qualified by reference to and should be read in
conjunction with "Capitalization," "Management's Discussion and Analysis of
Financial Condition and Results of Operations" and the financial statements
and related notes appearing elsewhere in this prospectus supplement.

March 6,
1997 Year Ended December Nine Months Ended
through 31, September 30,
December 31, --------------------- ---------------------
1997 1998 1999 1999 2000
------------ --------- ---------- --------- ----------
(in thousands)

Statement of Operations
Data:
Revenues:
Service................ -- $ 11,172 $ 63,545 $ 37,516 $ 150,984
Roaming................ -- 4,651 44,281 27,210 71,641
Equipment.............. -- 755 25,405 16,629 24,801
--------- --------- ---------- --------- ----------
Total Revenues....... -- 16,578 133,231 81,355 247,426
--------- --------- ---------- --------- ----------
Expenses:
Costs of services and
equipment (excluding
noncash compensation
of $0, $0 and $142
for the periods ended
December 31, 1997,
1998 and 1999,
respectively, and $0
and $340 for the nine
months ended
September 30, 1999
and 2000,
respectively)......... -- 10,466 107,521 65,696 137,438
Selling and marketing
(excluding noncash
compensation of $0,
$0 and $213 for the
periods ended
December 31, 1997,
1998 and 1999,
respectively, and $0
and $979 for the nine
months ended
September 30, 1999
and 2000,
respectively)......... -- 3,260 59,580 38,376 68,949
General and
administrative
(excluding noncash
compensation of $0,
$1,120 and $2,954 for
the periods ended
December 31, 1997,
1998 and 1999,
respectively, and
$2,325 and $3,978 for
the nine months ended
September 30, 1999
and 2000,
respectively)......... $ 2,736 15,589 42,354 28,558 58,156
Non-cash
compensation.......... -- 1,120 3,309 2,325 5,297
Depreciation and
amortization.......... 5 6,663 45,546 27,247 68,970
--------- --------- ---------- --------- ----------
Total operating
expenses............ 2,741 37,098 258,310 162,202 338,810
--------- --------- ---------- --------- ----------
Loss from operations.... (2,741) (20,520) (125,079) (80,847) (91,384)
Interest and other
expense................ (1,228) (30,391) (41,061) (26,242) (38,863)
Interest and other
income................. 8 10,635 4,852 4,140 4,799
Gain on sale of
property, equipment and
marketable securities,
net.................... -- -- 11,928 11,682 --
--------- --------- ---------- --------- ----------
Loss before taxes....... (3,961) (40,276) (149,360) (91,267) (125,448)
Income tax benefit...... -- 7,536 -- -- --
--------- --------- ---------- --------- ----------
Net loss................ (3,961) (32,740) (149,360) (91,267) (125,448)
Accretion of preferred
stock.................. -- (6,853) (8,725) (6,409) (7,306)
--------- --------- ---------- --------- ----------
Net loss available to
common stockholders.... $ (3,961) $ (39,593) $ (158,085) $ (97,676) $ (132,754)
========= ========= ========== ========= ==========
Net loss per common
share (basic and
diluted)............... $ (1.25) $ (8.18) $ (9.79) $ (15.53) $ (2.14)
========= ========= ========== ========= ==========
Weighted average common
shares outstanding
(basic and diluted).... 3,159,418 4,841,520 16,142,482 6,289,398 61,979,187
========= ========= ========== ========= ==========

S-23

As of December 31, As of September 30,
--------------------- -----------------------
1998 1999 1999 2000
--------- ---------- ---------- -----------
(in thousands)

Balance Sheet Data:
Cash and cash equivalents...... $ 146,172 $ 186,251 $ 50,931 $ 13,135
Working capital (deficiency)... 146,192 134,669 30,889 (5,296)
Property, plant and equipment,
net........................... 198,953 421,864 329,425 632,282
Total assets................... 686,859 979,797 732,709 1,036,288
Long-term debt and capital
lease obligations............. 465,689 504,636 504,392 685,260
Redeemable preferred stock..... 80,090 94,203 91,887 101,509
Shareholders' equity........... 95,889 233,910 43,095 106,725

Year Ended Nine Months Ended
December 31, September 30,
--------------------- -----------------------
1998 1999 1999 2000
--------- ---------- ---------- -----------
(in thousands, except subscriber and customer data)

Other Data:
Subscribers (end of period).... 33,844 195,204 129,616 361,590
Launched potential customers
(end of period)............... 248,000 11,450,000 8,759,000 13,323,000
EBITDA(1)...................... $ (12,737) $ (76,224) $ (51,275) $ (17,117)
Cash flows from:
Operating activities.......... $ (4,130) $ (72,549) $ (70,505) $ (66,253)
Investing activities.......... (372,372) (170,511) (68,333) (254,764)
Financing activities.......... 511,312 283,139 43,597 147,901

--------
(1) "EBITDA" is defined as operating loss plus depreciation and amortization
expense and non-cash compensation. EBITDA is a key financial measure but
should not be construed as an alternative to operating income, cash
flows from operating activities or net income (or loss), as determined
in accordance with generally accepted accounting principles. EBITDA is
not a measure determined in accordance with generally accepted
accounting principles. We believe that EBITDA is a standard measure
commonly reported and widely used by analysts and investors in the
wireless communications industry. However, our method of computation may
or may not be comparable to other similarly titled measures of other
companies.

S-24

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

Introduction

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

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

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

We began generating revenues from the sale of personal communications
services in the first quarter of 1999 as part of Phase I of our personal
communications services network build-out. Our network build-out is scheduled
for three phases. We completed the first phase of our build-out in the first
half of 1999 with the launch of 15 markets and completed the second phase
during the first quarter of 2000 launching 21 additional markets. We have
begun the third phase of our network build-out, which focuses on covering
major highways linking the cities in our licensed area, as well as neighboring
cities where AT&T Wireless and other carriers use compatible wireless
technology. This phase, which is expected to be completed by year-end 2001,
has included the launch of one additional market in our licensed area.

Revenue

We derive our revenue from the following sources:

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

. Equipment. We sell wireless personal communications handsets and
accessories that are used by our customers in connection with our
wireless services.

. Roaming. We charge per minute fees to other wireless telecommunications
companies for their customers' use of our network facilities to place and
receive wireless services.

A particular focus of our strategy is to reduce subscriber churn. Industry
data suggest that those providers, including personal communications services
providers, that have offered poor or spotty coverage, poor voice quality,
unresponsive customer care or confusing billing suffer higher than average
churn rates. Accordingly, we have launched service in our markets only after
comprehensive and reliable coverage and service can be maintained in that
market. In addition, our billing systems have been designed to provide
customers with simple,

S-25

understandable bills and flexible billing cycles. We offer simplified rate
plans in each of our markets that are tailored to meet the needs of targeted
customer segments. We offer local, regional and national rate plans that
include local, long distance and roaming services, as well as bundled minutes
with multiple options, designed to suit customers' needs. Finally, proactive
subscriber retention is an important initiative for our customer care program.

We believe our roaming revenues will be subject to seasonality. We expect
to derive increased revenues from roaming during vacation periods, reflecting
the large number of tourists visiting resorts in our coverage area. We believe
that our equipment revenues will also be seasonal, as we expect sales of
telephones to peak in the fourth quarter, primarily as a result of increased
sales during the holiday season. Although we expect our roaming revenues to
increase due to increasing roaming minutes, our per-minute roaming revenue
will decrease over time according to the terms of our agreements with AT&T
Wireless.

Costs and Expenses

Our costs of services and equipment include:

. Equipment. We purchase personal communications services handsets and
accessories from third party vendors to resell to our customers for use
in connection with our services. Because we subsidize the sale of
handsets to encourage the use of our services, the cost of handsets is
higher than the resale price to the customer. We do not manufacture any
of this equipment.

. Roaming Fees. We incur fees to other wireless communications companies
based on airtime usage by our customers on other wireless communications
networks.

. Transport and Variable Interconnect. We incur charges associated with
interconnection with other carriers' networks. These fees include monthly
connection costs and other fees based on minutes of use by our customers.

. Variable Long Distance. We pay usage charges to other communications
companies for long distance service provided to our customers. These
variable charges are based on our subscribers' usage, applied at pre-
negotiated rates with the other carriers.

. Cell Site Costs. We will incur expenses for the rent of towers, network
facilities, engineering operations, field technician, and related utility
and maintenance charges.

Recent industry data indicate that transport, interconnect, roaming and
long distance charges that we currently incur will continue to decline, due
principally to competitive pressures and new technologies. Cell site costs are
expected to increase due to escalation factors included in the lease
agreements.

Other expenses include:

. Selling and Marketing. Our selling and marketing expense includes the
cost of brand management, external communications, retail distribution,
sales training, direct, indirect, third party and telemarketing support.

. General and Administrative. Our general and administrative expense
includes customer care, billing, information technology, finance,
accounting, legal services, network implementation, product development,
and engineering management. Functions such as customer care, billing,
finance, accounting and legal services are likely to remain centralized
in order to achieve economies of scale.

. Depreciation and Amortization. Depreciation of property and equipment is
computed using the straight-line method, generally over three to twelve
years, based upon estimated useful lives. Leasehold improvements are
amortized over the lesser of the useful lives of the assets or the term
of the lease. Network development costs incurred to ready our network for
use are capitalized. Amortization of network development costs begins
when the network equipment is ready for its intended use and is

S-26

amortized over the estimated useful life of the asset. Our personal
communications services licenses and our cellular license are being
amortized over a period of 40 years.

. Non-cash Compensation. As of September 30, 2000, we recorded $45.5
million of deferred compensation associated with the issuances of our
common and preferred stock to employees. The compensation is being
recognized over five years as the stock vests.

. Interest Income (Expense) and other. Interest income is earned primarily
on our cash and cash equivalents. Interest expense through September 30,
2000 consists of interest on Triton PCS's credit facility and 2008 notes,
net of capitalized interest. Other expenses include amortization of
certain financing charges.

Our ability to improve our margins will depend on our ability to manage our
variable costs, including selling general and administrative expense, costs
per gross added subscriber and costs of building out our network. We expect
our operating costs to grow as our operations expand and our customer base and
call volumes increase. Over time, these expenses should represent a reduced
percentage of revenues as our customer base grows. Management will focus on
application of systems and procedures to reduce billing expense and improve
subscriber communication. These systems and procedures will include debit
billing, credit card billing, over-the-air payment and Internet billing
systems.

Investment in Lafayette Communications

We own a 39% equity investment in Lafayette Communications, which has
successfully bid on 14 licenses in the recently completed FCC 1900 MHz
spectrum license auction and entered into an agreement to acquire licenses for
10 MHz of spectrum in South Carolina. Because we do not control Lafayette
Communications, we will account for our investment on the equity method and
will record our proportionate share of its losses or income in our income
statement. We anticipate that we will lend Lafayette Communications
approximately $230 million to finance the purchases of the licenses. We
anticipate negotiating for an agreement with Lafayette Communications,
consistent with FCC requirements, regarding the use of spectrum acquired by
Lafayette Communications. We will record as income any interest due from
Lafayette Communications under its loan and will incur an expense to the
extent that we pay Lafayette Communications for the use of its spectrum.

Results of Operations

Nine months ended September 30, 2000 compared to the nine months ended
September 30, 1999

Net subscriber additions were 166,386 and 95,772 for the nine months ended
September 30, 2000 and 1999, respectively. Subscribers were 361,590 and
129,616 as of September 30, 2000 and 1999, respectively. The increase in
subscribers over the same period in 1999 was primarily due to launching 21
additional markets between October 1, 1999 and September 30, 2000 as part of
the Phase II network build-out, offering nine full months of service in the 15
markets launched as part of our Phase I build-out and continued strong demand
for our digital service offerings and pricing plans.

The wireless industry typically generates a higher number of subscriber
additions and handset sales in the fourth quarter of each year compared to the
other quarters. This is due to the use of retail distribution, which is
dependent on the holiday shopping season, the timing of new products and
service introductions, and aggressive marketing and sales promotions.

Subscriber churn was 1.8% and 2.0% for the nine months ended September 30,
2000 and 1999, respectively. We believe that our churn rate remains
consistently low due to our high quality system performance, our commitment to
quality customer service and our focused collection efforts.

Average revenue per user was $61.23 and $61.33 for the nine months ended
September 30, 2000 and 1999, respectively. We continue to focus on attracting
new customers with rate plans that provide more value to the customer at a
higher average access charge.

S-27

Service revenues were $151.0 million and $37.5 million for the nine months
ended September 30, 2000 and 1999, respectively. The increase in service
revenues of $113.5 million was due primarily to growth of subscribers. Of this
increase, $98.5 million was attributable to markets launched prior to
September 30, 1999 and $15.0 million to additional markets launched between
October 1, 1999 and September 30, 2000. Equipment revenues were $24.8 million
and $16.6 million for the nine months ended September 30, 2000 and 1999,
respectively. The equipment revenues increase of $8.2 million over the same
period in 1999 was due primarily to the increase in gross additions. Roaming
revenues were $71.6 million and $27.2 million for the nine months ended
September 30, 2000 and 1999, respectively. The increase in roaming revenues of
$44.4 million was due to increased roaming minutes of use resulting from our
continued network buildout, offset slightly by a contractual decrease in our
service charge per minute.

Costs of service were $91.2 million and $38.2 million for the nine months
ended September 30, 2000 and 1999, respectively. Costs of service are
comprised primarily of network operating costs, roaming expense and long
distance expense. The increase in costs of service of $53.0 million over the
same period in 1999 was due primarily to increased costs of expanding and
maintaining our wireless network to support an increase in the number of
subscriber and roamer minutes of use. Cost of equipment was $46.3 million and
$27.5 million for the nine months ended September 30, 2000 and 1999,
respectively. The increase of $18.8 million over the same period in 1999 is
due primarily to an increase in subscriber additions.

Selling and marketing costs were $69.0 million and $38.4 million for the
nine months ended September 30, 2000 and 1999, respectively. The increase of
$30.6 million over the same period in 1999 was primarily due to the expansion
of our sales distribution channels and advertising and promotion costs
associated with the additional markets launched.

General and administrative expenses were $58.2 million and $28.6 million
for the nine months ended September 30, 2000 and 1999, respectively. The
increase of $29.6 million over the same period in 1999 was primarily due to
the development and growth of infrastructure and staffing related to
information technology, customer care and other administrative functions
established in conjunction with launching additional markets and the
corresponding growth in subscriber base.

EBITDA is defined as operating loss plus depreciation and amortization
expense and non-cash compensation. We believe EBITDA provides meaningful
additional information on our operating results and on our ability to service
our long-term debt and other fixed obligations as well as our ability to fund
our continued growth. EBITDA is considered by many financial analysts to be a
meaningful indicator of an entity's ability to meet its future financial
obligations. Growth in EBITDA is considered to be an indicator of future
profitability, especially in a capital-intensive industry such as wireless
telecommunications. EBITDA should not be construed as an alternative to
operating income (loss) as determined in accordance with United States GAAP,
as an alternate to cash flows from operating activities as determined in
accordance with United States GAAP, or as a measure of liquidity. EBITDA was a
loss of $17.1 million and a loss of $51.3 million for the nine months ended
September 30, 2000 and 1999, respectively. The decrease in the loss of $34.2
million over the same period in 1999 resulted primarily from the items
discussed above.

Non-cash compensation was $5.3 million and $2.3 million for the nine months
ended September 30, 2000 and 1999, respectively. The increase of $3.0 million
over the same period in 1999 was attributable to the vesting of an increased
number of restricted shares.

Depreciation and amortization expenses were $69.0 million and $27.2 million
for the nine months ended September 30, 2000 and 1999, respectively. The
increase of $41.8 million over the same period in 1999 relates primarily to
depreciation of our fixed assets as well as the amortization on our personal
communications services licenses and AT&T agreements upon the commercial
launch of our Phase II markets. Depreciation will continue to increase as
additional portions of our network are placed into service.

S-28

Interest expense was $38.9 million, net of capitalized interest of $7.9
million, for the nine months ended September 30, 2000. Interest expense was
$26.2 million, net of capitalized interest of $12.9 million, for the nine
months ended September 30, 1999. The increase of $12.7 million over the same
period in 1999 relates primarily to additional draws on Triton PCS's credit
facility totaling $150.0 million and less capitalized interest as a result of
assets placed into service. For the nine months ending September 30, 2000, we
had a weighted average interest rate of 11.02% on Triton PCS's average
borrowings under its bank credit facility and our average obligation for
Triton PCS's senior subordinated debt. Interest income was $4.8 million and
$4.1 million for the nine months ended September 30, 2000 and 1999,
respectively. The increase of $0.7 million over the same period in 1999 was
due primarily to interest on greater average cash balances.

Net loss was $125.4 million and $91.3 million for the nine months ended
September 30, 2000 and 1999, respectively. The increase of $34.1 million over
the same period in 1999 resulted primarily from the items discussed above.

Year ended December 31, 1999 compared to the year ended December 31, 1998

Total revenue was $133.2 million and $16.6 million for the years ended
December 31, 1999 and 1998, respectively. Service revenue was $63.5 million
and $11.2 million for the years ended December 31, 1999 and 1998,
respectively. Equipment revenue was $25.4 million and $0.8 million for the
years ended December 31, 1999 and 1998, respectively. Roaming revenue was
$44.3 million and $4.7 million for the years ended December 31, 1999 and 1998,
respectively. This revenue increase was primarily related to launching 27
markets as part of our Phase I and Phase II network build-out.

Cost of service and equipment was $107.5 million and $10.5 million for the
years ended December 31, 1999 and 1998, respectively. These costs were
primarily related to launching 27 markets as part of our Phase I and Phase II
network build-out.

Selling and marketing expenses were $59.6 million and $3.3 million for the
years ended December 31, 1999 and 1998, respectively. The increase of $56.3
million was due to increased salary and benefit expenses for new sales and
marketing staff and advertising and promotion associated with launching 27
markets as part of our Phase I and Phase II network build-out.

General and administrative expenses were $42.4 million and $15.6 million
for the years ended December 31, 1999 and 1998, respectively. The increase of
$26.8 million was due to the development and growth of infrastructure and
staffing related to information technology, customer care and other
administrative functions incurred in conjunction with the commercial launch of
27 markets during 1999.

Non-cash compensation expense was $3.3 million and $1.1 million for the
years ended December 31, 1999 and 1998, respectively. This increase is
attributable to the issuance of additional shares in 1999 and to an increase
in the vesting of certain restricted shares as compared to the same period in
1998.

Depreciation and amortization expense was $45.5 million and $6.7 million
for the years ended December 31, 1999 and 1998, respectively. This increase of
$38.8 million was related to depreciation of our fixed assets, as well as the
initiation of amortization on personal communications services licenses and
the AT&T agreements upon the commercial launch of our Phase I and Phase II
markets.

Interest expense was $41.1 million, net of capitalized interest of $12.3
million, and $30.4 million, net of capitalized interest of $3.5 million, for
the years ended December 31, 1999 and 1998, respectively. The increase is
attributable to increased borrowings as compared to the same period in 1998.

Interest income was $4.9 million and $10.6 million for the years ended
December 31, 1999 and 1998, respectively. This reduction is due primarily to
lower average cash balances resulting from the continued Phase I and Phase II
build-out.

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Gain on sale of property, equipment and marketable securities was $11.9
million for the year ended December 31, 1999, relating primarily to the gain
recorded on the tower sale of $11.6 million, and the gain on the sale of
marketable securities of $1.0 million, partially off set by a $0.8 million
loss on the sale of furniture and fixtures. We recorded no gains on the sale
of assets in 1998.

Income tax benefit for years ended December 31, 1999 and 1998 was $0 and
$7.5 million, respectively. The decrease was due to the inability to recognize
additional tax benefits in 1999.

Net loss was $149.4 million and $32.8 million for the years ended December
31, 1999 and 1998, respectively. The net loss increased $116.6 million
primarily due to the initial launch of commercial service as discussed in the
items above.

Year ended December 31, 1998 compared to the period from March 6, 1997
(inception) to December 31, 1997

Total revenue for the year ended December 31, 1998 was $16.6 million, which
was comprised of services, roaming and equipment revenues related to our
Myrtle Beach operations, which we acquired in June 1998. We had no revenue for
the period from March 6, 1997 to December 31, 1997.

Costs of services and equipment were $10.5 million for the year ended
December 31, 1998. These costs were associated with our Myrtle Beach
operations. We had no costs of services and equipment for the period from
March 6, 1997 to December 31, 1997.

Selling and marketing costs were $3.3 million for the year ended December
31, 1998, relating primarily to advertising, marketing and promotional
activities associated with our Myrtle Beach operations. We had no selling and
marketing expense for the period from March 6, 1997 to December 31, 1997.

General and administrative expenses increased by $12.9 million to $15.6
million for the year ended December 31, 1998, as compared to the period from
March 6, 1997 to December 31, 1997. The increase was due primarily to
administrative costs associated with the Myrtle Beach network and the
establishment of our corporate and regional operational infrastructure.

Non-cash compensation expense was $1.1 million for the year ended December
31, 1998, relating to the vesting of shares issued as compensation. We had no
non-cash compensation for the period from March 6, 1997 to December 31, 1997.

Depreciation and amortization expense was $6.7 million and $5,000 for year
ended December 31, 1998 and for the period from March 6, 1997 to December 31,
1997, respectively. This amount relates primarily to the depreciation of the
tangible and intangible assets acquired in the Myrtle Beach transaction and
amortization attributable to certain agreements executed in connection with
the AT&T Wireless joint venture.

Interest expense was $30.4 million, net of capitalized interest of $3.5
million, and $1.2 million for the year ended December 31, 1998 and for the
period from March 6, 1997 to December 31, 1997, respectively. No interest was
capitalized in 1997. This increase is attributable to increased borrowings in
the year ended December 31, 1998.

Interest and other income was $10.6 million and $8,000 for the year ended
December 31, 1998 and for the period from March 6, 1997 to December 31, 1997,
respectively. This amount relates primarily to interest income on our cash and
cash equivalents.

For the year ended December 31, 1998, we recorded a tax benefit of $7.5
million related to temporary deductible differences, primarily net operating
losses.

For the year ended December 31, 1998, our net loss was $32.7 million, as
compared to $4.0 million for the period from March 6, 1997 to December 31,
1997. The net loss increased $28.7 million, resulting primarily from the items
discussed above.

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Liquidity and Capital Resources

The construction of our network and the marketing and distribution of
wireless communications products and services have required, and will continue
to require, substantial capital. These capital requirements include license
acquisition costs, capital expenditures for network construction, funding of
operating cash flow losses and other working capital costs, debt service and
financing fees and expenses. We estimate that our total capital requirements,
assuming substantial completion of our network build-out, which will allow us
to offer services to nearly 100% of the potential customers in our licensed
area, and including loans to Lafayette Communications, from our inception
until December 31, 2001 will be approximately $1.7 billion, of which $500
million had not yet been spent as of December 31, 2000. However, these capital
requirements do not include any additional capital requirements that may
result from future upgrades for advances in new technology, including with
respect to advanced wireless data services.

We believe that the proceeds from this offering coupled with cash on hand
and available credit facility borrowings will be sufficient to meet our
projected capital requirements through the conclusion of our network build
plan, including loans to Lafayette Communications. See "Use of Proceeds."
Although we estimate that these funds will be sufficient to build out our
network and to enable us to offer services to nearly 100% of the potential
customers in our licensed area, it is possible that additional funding will be
necessary.

Preferred Stock. As part of our joint venture agreement with AT&T Wireless,
we issued 732,371 shares of our Series A preferred stock to AT&T Wireless PCS.
The Series A preferred stock provides for cumulative dividends at an annual
rate of 10% on the $100 liquidation value per share plus unpaid dividends.
These dividends accrue and are payable quarterly; however, we may defer all
cash payments due to the holders until June 30, 2008, and quarterly dividends
are payable in cash thereafter. The Series A preferred stock is redeemable at
the option of its holders beginning in 2018 and at our option, at its
liquidation value plus unpaid dividends on or after February 4, 2008. On and
after February 4, 2006, the Series A preferred stock is also convertible at
the option of its holders for shares of Class A common stock having a market
value equal to the liquidation value plus unpaid dividends on the Series A
preferred stock. We may not pay dividends on, or, subject to specified
exceptions, repurchase shares of, our common stock without the consent of the
holders of the Series A preferred stock.

Credit Facility. On February 3, 1998, Triton PCS entered into a loan
agreement that provided for a senior secured bank facility with a group of
lenders for an aggregate amount of $425.0 million of borrowings. On September
22, 1999 and September 14, 2000, Triton PCS entered into amendments and
restatements of that loan agreement. The amount of credit currently available
to Triton PCS has been increased to $750.0 million. The bank facility provides
for:

. a $175.0 million senior secured Tranche A term loan maturing on August 4,
2006;

. a $150.0 million senior secured Tranche B term loan maturing on May 4,
2007;

. a $175.0 million senior secured Tranche C term loan maturing on August 4,
2006;

. a $150.0 million senior secured Tranche D term loan maturing on August 4,
2006; and

. a $100.0 million senior secured revolving credit facility maturing on
August 4, 2006.

The terms of the bank facility will permit Triton PCS, subject to various
terms and conditions, including compliance with specified leverage ratios and
satisfaction of build-out and subscriber milestones, to draw up to $750.0
million to finance working capital requirements, capital expenditures,
permitted acquisitions and other corporate purposes. The borrowings under
these facilities are subject to customary terms and conditions. As of February
5, 2001, Triton PCS had drawn $175.0 million under the Tranche A term loan,
$150.0 million under the Tranche B term loan and $175.0 million under the
Tranche C term loan.

Triton PCS must begin to repay the term loans in quarterly installments,
beginning on February 4, 2002, and the commitments to make loans under the
revolving credit facility are automatically and permanently reduced beginning
on August 4, 2004. In addition, the credit facility requires Triton PCS to
make mandatory

S-31

prepayments of outstanding borrowings under the credit facility, commencing
with the fiscal year ending December 31, 2001, based on a percentage of excess
cash flow and contains financial and other covenants customary for facilities
of this type, including limitations on investments and on Triton PCS's ability
to incur debt and pay dividends.

Senior Subordinated Notes. On May 7, 1998, Triton PCS completed an offering
of $512.0 million aggregate principal amount at maturity of 11% senior
subordinated discount notes due 2008 under Rule 144A of the Securities Act.
The proceeds of the offering, after deducting an initial purchasers' discount
of $9.0 million, were $291.0 million. The notes are guaranteed by all of
Triton PCS's subsidiaries. The indenture for the notes contains customary
covenants, including covenants that limit our subsidiaries' ability to pay
dividends to us, make investments and incur debt. The indenture also contains
customary events of default.

On January 19, 2001, Triton PCS completed an offering of $350.0 million
aggregate principal amount at maturity of 9 3/8% senior subordinated notes due
2011 under Rule 144A of the Securities Act. The notes are guaranteed by all of
Triton PCS's subsidiaries. The indenture for the notes contains customary
covenants, including covenants that limit our subsidiaries' ability to pay
dividends to us, make investments and incur debt. The indenture also contains
customary events of default.

Historical Cash Flow. As of September 30, 2000, we had $13.1 million in
cash and cash equivalents, as compared to $186.3 million in cash and cash
equivalents at December 31, 1999. Net working capital was $(5.3) million at
September 30, 2000 and $134.7 million at December 31, 1999. The $66.3 million
of cash used in operating activities during the nine-month period ended
September 30, 2000 was the result of our net loss of $125.4 million and $50.7
million of cash used by changes in working capital, partially offset by $109.9
million of depreciation and amortization, accretion of interest, non-cash
compensation and bad debt expense. The $254.8 million of cash used by
investing activities during the nine-month period ending September 30, 2000
was related to capital expenditures associated with our Phase II and Phase III
network build-out. These capital expenditures were made primarily to enhance
and expand our wireless network in order to increase capacity and to satisfy
subscriber needs and competitive requirements. We will continue to upgrade our
network capacity and service quality to support our anticipated subscriber
growth. The $147.9 million provided by financing activities during the nine-
month period ending September 30, 2000 relates primarily to our $150.0 million
draw against our credit facility.

As of September 30, 1999, Triton had $50.9 million in cash and cash
equivalents, as compared to $146.2 million in cash and cash equivalents at
December 31, 1998. Net working capital was $30.9 million at September 30, 1999
and $146.2 million at December 31, 1998. The $70.5 million of cash used in
operating activities during the nine month period ended September 30, 1999 was
the result of our net loss of $91.3 million and $23.9 million of cash used by
changes in working capital, partially offset by $44.7 million of depreciation
and amortization, gain on sale of property, equipment and marketable
securities, accretion of interest, non-cash compensation and bad debt expense.
The $68.3 million of cash used by investing activities during the nine month
period ending September 30, 1999 relates primarily to capital expenditures of
$162.7 million associated with our Phase I and Phase II network build-out,
partially offset by $69.7 million of cash proceeds from our sale of property
and equipment and net proceeds of $24.6 million on the sale of marketable
securities. The $43.6 million provided by financing activities during the
nine-month period ending September 30, 1999 relates primarily to our $35.0
million of proceeds from issuance of stock in connection with a private equity
investment and a $10.0 million draw against Triton PCS's credit facility.

As of December 31, 1999, Triton had $186.3 million in cash and cash
equivalents, as compared to $146.2 million in cash and cash equivalents at
December 31, 1998. Net working capital was $134.7 million at December 31, 1999
and $146.2 million at December 31, 1998. The $72.5 million of cash used in
operating activities during the year ended December 31, 1999 was the result of
our net loss of $149.4 million partially offset by $77.9 million of
depreciation and amortization, gain on sale of property, equipment and
marketable securities, accretion of interest, non-cash compensation and bad
debt expense. The $170.5 million of cash used by investing activities during
the year ending December 31, 1999 relates primarily to capital expenditures of
$264.8 million associated

S-32

with our Phase I and Phase II network build-out, partially offset by $69.7
million of cash proceeds from our sale of property and equipment and net
proceeds of $24.6 million on the sale of marketable securities. The $283.1
million provided by financing activities during the year ending December 31,
1999 relates primarily to the $190.2 million of net proceeds from our initial
public offering and $95.0 million of proceeds from issuance of stock in
connection with a private equity investment.

As of December 31, 1998, Triton had $146.2 million in cash and cash
equivalents, as compared to $11.4 million in cash and cash equivalents at
December 31, 1997. Net working capital was $146.2 million at December 31, 1998
and $(5.7) million at December 31, 1997. The $4.1 million of cash used in
operating activities during the year ended December 31, 1998 was the result of
our net loss of $32.7 million partially offset by $5.1 million of cash
provided by changes in working capital and $23.5 million of depreciation and
amortization, deferred income taxes, accretion of interest, non-cash
compensation and bad debt expense. The $372.4 million of cash used by
investing activities during the year ending December 31, 1998 relates
primarily to capital expenditures of $87.7 million associated with our Phase I
network build-out, $261.0 million of cash used to acquire the Myrtle Beach and
Norfolk markets and $23.6 million purchase of marketable securities. The
$511.3 million provided by financing activities during the year ending
December 31, 1998 relates primarily to the $291.0 million of proceeds from
Triton PCS's 11% subordinated debt offering, $49.4 million of proceeds from
issuance of stock in connection with the Myrtle Beach and Norfolk
transactions, $33.3 million of proceeds from issuance of stock in connection
with a private equity investment and a $150.0 million draw against Triton
PCS's credit facility.

As of December 31, 1997, Triton had $11.4 million in cash and cash
equivalents, as compared to $0.0 million in cash and cash equivalents at March
6, 1997, the date of inception. Net working capital was $(5.7) million at
December 31, 1997. The $1.1 million of cash used in operating activities
during the period from inception to December 31, 1997 was the result of our
net loss of $4.0 million, partially offset by $2.9 million of cash provided by
changes in working capital. The $0.5 million of cash used by investing
activities during the period from inception to December 31, 1997 relates to
capital expenditures associated with our Phase I network build-out. The $12.9
million provided by financing activities during the period from inception to
December 31, 1997 relates primarily to our $13.3 million borrowing under notes
payable.

New Accounting Pronouncements

On July 8, 1999, the Financial Accounting Standards Board, also known as
"FASB," issued SFAS No. 137, "Deferral of the Effective Date of SFAS 133,"
which defers the effective date of SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities" to all fiscal quarters of all fiscal years
beginning after June 15, 2000. In June 2000, the FASB issued SFAS No. 138,
"Accounting for Certain Hedging Activities" as an amendment to SFAS No. 133.
This statement provides clarification with regard to certain implementation
issues under SFAS No. 133 on specific types of hedges. The adoption of SFAS
Nos. 133 and 138 will not have a material effect on Triton's results of
operations, financial position or cash flows.

On June 26, 2000 the SEC issued Staff Accounting Bulletin, or "SAB," No.
101B which amends the implementation date of SAB No. 101, "Revenue
Recognition," to no later than the fourth fiscal quarter of fiscal years
beginning after December 15, 1999. SAB No. 101 provides guidance on the
recognition, presentation, and disclosure of revenue in the financial
statements. Management has determined that the impact will not be material to
Triton's financial position or results of operations.

Inflation

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

Qualitative and Quantitative Disclosures about Market Risks

We are highly leveraged and, as a result, our cash flows and earnings are
exposed to fluctuations in interest rates. Our debt obligations are U.S.
dollar denominated. Our market risk therefore is the potential loss arising

S-33

from adverse changes in interest rates. As of September 30, 2000, the debt, as
adjusted to give effect to (a) the issuance of our 9 3/8% senior subordinated
notes due 2011 in the principal amount of $350.0 million and (b) the
additional $200.0 million drawn under Triton PCS's credit facility, can be
categorized as follows (dollars in thousands):

Fixed interest rates:
Senior subordinated debt......................................... $731,049
Subject to interest rate fluctuations:
Bank credit facility............................................. $500,000

Our interest rate risk management program focuses on minimizing exposure to
interest rate movements, setting an optimal mixture of floating and fixed rate
debt and minimizing liquidity risk. To the extent possible, we manage interest
rate exposure and the floating to fixed ratio through Triton PCS's borrowings,
but sometimes we use interest rate swaps to adjust our risk profile. We
selectively enter into interest rate swaps to manage interest rate exposure
only.

Interest Rate Risk Management Agreements

We utilize interest rate swaps to hedge against the effect of interest rate
fluctuations on Triton PCS's senior debt portfolio. We do not hold or issue
financial instruments for trading or speculative purposes. Swap counterparties
are major commercial banks. Through September 30, 2000, Triton PCS had entered
into six interest rate swap transactions having an aggregate non-amortizing
notional amount of $250.0 million. Under these interest rate swap contracts,
Triton PCS agrees to pay an amount equal to a specified fixed-rate of interest
times a notional principal amount and to receive in turn an amount equal to
specified variable-rate of interest times the same notional amount. The
notional amounts of the contracts are not exchanged. Net interest positions
are settled quarterly. A 100 basis point fluctuation in market rates would not
have a material effect on our overall financial condition.

Information, as of September 30, 2000, for the interest rate swaps entered
into as follows:

Fixed Variable Receivable/ Fair
Term Notional Rate Rate (Payable) Value
---- -------- ----- -------- ----------- -----

12/8/98-12/4/03 $35,000,000 4.805% 6.598% $47,206 $ 797,981
12/8/98-12/4/03 $40,000,000 4.760% 6.598% $55,250 $ 934,819
6/12/00-6/12/03 $75,000,000 6.9025% 6.554% $(9,599) $(665,694)
6/15/00-6/16/03 $50,000,000 6.895% 6.554% $(5,222) $(433,206)
7/17/00-7/15/03 $25,000,000 6.89% 6.554% $(8,247) $(224,917)
8/15/00-8/15/03 $25,000,000 6.89% 6.554% $(6,854) $(229,310)

The variable rate is capped at 7.5% for the interest rate swaps, with
notional amounts of $75.0 million, $50.0 million, $25.0 million and $25.0
million, respectively.

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

S-34

BUSINESS

Overview

We are a rapidly growing provider of wireless personal communications
services in the southeastern United States. Our personal communications
services licenses cover approximately 13 million potential customers in a
contiguous geographic area encompassing portions of Virginia, North Carolina,
South Carolina, Tennessee, Georgia and Kentucky. In February 1998, we entered
into a joint venture with AT&T Wireless. As part of the agreement, AT&T
Wireless contributed personal communications services licenses for 20 MHz of
authorized frequencies covering 11 million potential customers within defined
areas of our region in exchange for an equity position in Triton. Since that
time, we have expanded our coverage area to include an additional 2 million
potential customers through acquisitions and license exchanges with AT&T
Wireless. As part of the transactions with AT&T Wireless, we were granted the
right to be the exclusive provider of wireless mobility services using equal
emphasis co-branding with AT&T within our region. We believe our markets are
strategically attractive because of their proximity to AT&T Wireless's
wireless systems in the Washington, D.C., Charlotte, North Carolina and
Atlanta, Georgia markets, which collectively cover a population of more than
27 million individuals. Our market location is attractive as we are the
preferred provider of wireless mobility services to AT&T Wireless's digital
wireless customers who roam into our markets. Our strategy is to provide
extensive coverage to customers within our region, to offer our customers
coast-to-coast coverage and to benefit from roaming revenues generated by AT&T
Wireless's and other carriers' wireless customers who roam into our covered
area. Our management team is led by Michael Kalogris and Steven Skinner, the
former Chief Executive Officer and Chief Operating Officer of Horizon Cellular
Group, respectively.

Our network build-out is scheduled for three phases. As of December 31,
2000, we had completed Phase I and Phase II of this build-out and successfully
launched personal communications services in all of our 37 markets. As of
December 31, 2000, our network in these 37 markets included 1,691 cell sites
and seven switches. Since we began offering services in these 37 markets, our
subscriber base and the number of minutes generated by non-Triton subscribers
roaming onto our network have grown dramatically.

From our initial launch of personal communications services in January 1999
to December 31, 2000, our subscriber base has grown from 33,844 subscribers to
446,401 subscribers, with 84,811 additional subscribers alone coming in the
fourth quarter of 2000. Roaming minutes generated by non-Triton subscribers
since January 1999 have increased from approximately 0.7 million minutes per
month to approximately 38.0 million minutes per month, with roaming minutes
rising from 56.5 million in the fourth quarter of 1999 to 110 million minutes
in the fourth quarter of 2000. In addition, our subscriber churn rate
decreased to 1.78% in the fourth quarter of 2000 from 1.94% in the third
quarter of 2000.

We have begun the third phase of our network build-out, which focuses on
covering major highways linking the cities in our licensed area, as well as
neighboring cities where AT&T Wireless and other carriers use compatible
wireless technology. We expect Phase III to be completed by year-end 2001 and
to add approximately 409 cell sites to our network. Upon completion of Phase
III, our network will include approximately 2,100 cell sites and seven
switches and span approximately 18,000 highway miles.

Our markets have attractive demographic characteristics for wireless
communications services, including population densities that are 80% greater
than the national average.

Our goal is to provide our customers with simple, easy-to-use wireless
services with coast-to-coast service, superior call quality, personalized
customer care and competitive pricing. We utilize a mix of sales and
distribution channels, including, as of December 31, 2000, a network of 94
company-owned retail stores, over 415 agents with 689 indirect outlets,
including nationally recognized retailers such as Circuit City, Office Depot,
Staples and Best Buy, and 88 direct sales representatives covering corporate
accounts.

We believe that as a member of the AT&T Wireless Network, we will attract
customers by capitalizing on AT&T's national brand and its extensive digital
wireless network. We have also entered into an agreement with

S-35

TeleCorp PCS, another member of the AT&T Wireless Network, to operate under a
common regional brand name, SunCom, throughout an area covering approximately
43 million potential customers primarily in the south-central and southeastern
United States. We believe this arrangement will allow us to establish a strong
regional brand name within our markets.

Strategic Alliance with AT&T Wireless

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

. Recognized Brand Name. We market our wireless services to our potential
customers giving equal emphasis to the SunCom and AT&T brand names and
logos.

. Exclusivity. We are AT&T Wireless's exclusive provider of facilities-
based wireless mobility communications services using equal emphasis co-
branding with AT&T in our covered markets, and, from time to time, we may
participate with AT&T Wireless in other programs.

. Preferred Roaming Partner. We are the preferred carrier for AT&T
Wireless's digital wireless customers who roam into our coverage area.

. Coverage Across the Nation. With the use of advanced multi-mode handsets
which transition between personal communications services and cellular
frequencies, our customers have access to coast-to-coast coverage through
our agreements with AT&T Wireless, other members of the AT&T Wireless
Network and with other third-party roaming partners.

. Volume Discounts. We receive preferred terms on certain products and
services, including handsets, infrastructure equipment and administrative
support from companies who provide these products and services to AT&T.

. Marketing. We benefit from AT&T's nationwide marketing and advertising
campaigns, including the success of AT&T's national rate plans, in the
marketing of our own plans.

Competitive Strengths

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

. Attractive Licensed Area. Our markets have favorable demographic
characteristics for wireless communications services, such as population
densities that are 80% greater than the national average.

. Proven Technology. We are building our personal communications services
network using time division multiple access digital technology. This
technology is also used by AT&T Wireless, and, therefore, our network is
compatible with AT&T Wireless's network and other time division multiple
access digital technology networks. This technology allows wireless
communications service providers to offer enhanced features, higher
network quality, improved in-building penetration and greater network
capacity relative to analog cellular service. In addition, handsets
operating on a digital system are capable of sleep-mode while turned on
but not in use, thus increasing standby availability for incoming calls
as users will be able to leave these phones on for significantly longer
periods than they can with wireless phones using an earlier technology.

S-36

. Experienced Management. We have a management team with a high level of
experience in the wireless communications industry. Our senior management
team has an average of 12 years of experience with wireless leaders such
as AT&T, Verizon, Horizon Cellular and ALLTEL Communications Inc. Our
senior management team also owns in excess of 9% of our outstanding Class
A common stock.

. Contiguous Service Area. We believe our contiguous service area allows us
to cost effectively offer large regional calling areas to our customers.
Further, we believe that we generate operational cost savings, including
sales and marketing efficiencies, by operating in a contiguous service
area.

Business Strategy

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

. Operate a Superior, High Quality Network. We are committed to making the
capital investment required to develop and operate a superior, high
quality network. Our network, when complete, will include approximately
2,100 cell sites and seven switches and span approximately 18,000 highway
miles. We believe this network will enable us to provide extensive
coverage within our region and consistent quality performance, resulting
in a high level of customer satisfaction.

. Provide Superior Coast-to-Coast and In-Market Coverage. Our market
research indicates that scope and quality of coverage are extremely
important to customers in their choice of a wireless service provider. We
have designed extensive local calling areas, and we offer coast-to-coast
coverage through our arrangements with AT&T Wireless, its affiliates and
other third-party roaming partners. Our network covers those areas where
people are most likely to take advantage of wireless coverage, such as
suburbs, metropolitan areas and vacation locations.

. Provide Enhanced Value at Low Cost. We offer our customers advanced
services and features at competitive prices. Our affordable, simple
pricing plans are designed to promote the use of wireless services by
enhancing the value of our services to our customers. We include usage-
enhancing features such as call waiting, voice mail, three-way conference
calling and short message service in our basic packages. We also allow
customers to purchase large packages of minutes per month for a low fixed
price. We most recently expanded our service plans to include national
"SunCom USA" plans which are similar to AT&T's digital One Rate Plan.

. Deliver Quality Customer Service. We believe that superior customer
service is a critical element in attracting and retaining customers. Our
systems have been designed with open interfaces to other systems. This
design allows us to select and deploy the best software package for each
application in our administrative systems. Our point-of-sale activation
process is designed to ensure quick and easy service initiation,
including customer qualification. We also emphasize proactive and
responsive customer care, including rapid call-answer times, welcome
packages and anniversary calls. We currently operate state-of-the-art
customer care facilities in Richmond, Virginia and Charleston, South
Carolina that house our customer service and collections personnel.

License Acquisition Transactions

Our original personal communications services licenses were acquired as
part of our joint venture agreement with AT&T Wireless.

On June 30, 1998, we acquired an existing cellular system serving Myrtle
Beach and the surrounding area from Vanguard Cellular Systems for a purchase
price of approximately $164.5 million. We integrated the Myrtle

S-37

Beach system, which used time division multiple access digital technology,
into our personal communications services network as part of our Phase I
network deployment. Substantially all of our revenues prior to 1999 were
generated by services provided in Myrtle Beach. We have used our position in
Myrtle Beach to secure roaming arrangements with other carriers that enable us
to offer regional calling plans on a cost-effective basis.

On December 31, 1998, we acquired from AT&T Wireless a personal
communications services license covering the Norfolk, Virginia basic trading
area, as well as a recently deployed network plant and infrastructure, for an
aggregate purchase price of $111.0 million. The integration and launch of our
Norfolk personal communications services were completed as part of our Phase I
network build-out.

On June 8, 1999, we completed an exchange of personal communications
services licenses with AT&T Wireless. As part of this transaction, we
transferred Hagerstown and Cumberland, Maryland personal communications
services licenses that cover approximately 512,000 potential customers, with
an estimated value of $5.1 million, for Savannah and Athens, Georgia personal
communications services licenses that cover approximately 517,000 potential
customers, with an estimated value of $15.5 million. We also issued to AT&T
Wireless PCS 53,882 shares of our Series A preferred stock and 42,739 shares
of our Series D preferred stock, with estimated values of $5.8 million and
$4.6 million, respectively, in connection with the exchange. The build-out of
our Savannah and Athens licenses were completed as part of Phase II of our
network build-out.

S-38

Summary Market Data

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

Local
2000 Estimated % Interstate
Potential Growth Population Traffic
Licensed Areas(1) Customers(2) 1998-2003 Density(3) Density(4)
----------------- ------------ ----------- ---------- ----------

Charlotte Major Trading
Area
Anderson, SC.............. 346.6 1.28% 117 29,540
Asheville, NC............. 588.7 1.18% 94 28,774
Charleston, SC............ 686.8 0.59% 125 37,054
Columbia, SC.............. 657.0 1.36% 161 31,789
Fayetteville/Lumberton,
NC....................... 636.8 0.76% 130 27,834
Florence, SC.............. 260.2 0.71% 113 24,689
Goldsboro/Kinston, NC..... 232.0 0.72% 112 9,065
Greenville/Washington,
NC....................... 245.1 0.60% 60 N/A
Greenville/Spartanburg,
SC....................... 897.7 1.33% 220 28,535
Greenwood, SC............. 74.4 0.81% 91 N/A
Hickory/Lenoir, NC........ 331.1 1.09% 199 31,385
Jacksonville, NC.......... 148.4 0.49% 193 N/A
Myrtle Beach, SC.......... 186.4 3.00% 154 N/A
New Bern, NC.............. 174.7 1.14% 84 N/A
Orangeburg, SC............ 119.6 0.35% 63 27,787
Roanoke Rapids, NC........ 76.8 (0.34)% 61 28,372
Rocky Mount/Wilson, NC.... 217.2 0.82% 150 26,511
Sumter, SC................ 156.7 0.57% 92 19,421
Wilmington, NC............ 327.6 2.32% 109 14,161
Knoxville Major Trading
Area
Kingsport, TN............. 693.4 0.31% 117 23,617
Middlesboro/Harlan, KY.... 118.4 (0.41)% 75 N/A
Atlanta Major Trading Area
Athens, GA................ 194.6 1.65% 137 36,559
Augusta, GA............... 579.4 0.68% 89 24,497
Savannah, GA.............. 737.1 1.18% 79 24,400
Washington Major Trading
Area
Charlottesville, VA....... 223.8 1.19% 75 15,925
Fredericksburg, VA........ 144.0 2.25% 102 67,606
Harrisonburg, VA.......... 145.0 0.61% 58 29,728
Winchester, VA............ 162.4 1.17% 119 25,156
Richmond Major Trading
Area
Danville, VA.............. 167.2 (0.42)% 75 N/A
Lynchburg, VA............. 161.5 0.43% 117 31,863
Martinsville, VA.......... 89.6 (0.42)% 103 N/A
Norfolk-Virginia Beach,
VA....................... 1,751.0 0.44% 293 61,023
Richmond/Petersburg, VA... 1,232.5 0.66% 133 35,969
Roanoke, VA............... 647.6 0.19% 91 27,541
Staunton/Waynesboro, VA... 108.9 0.62% 76 26,974
Triton total/average.... 13,520.2(5) 0.83%(6) 144.1(7) 30,183(8)
U.S. average............ N/A 0.89% 80(9) 31,521

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

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(1) Licensed major trading areas are segmented into basic trading areas.

(2) In thousands.

(3) Number of potential customers per square mile.

(4) Daily vehicle miles traveled (interstate only) divided by interstate
highway miles in the relevant area.

(5) Total potential customers in the licensed area.

(6) Weighted by potential customers. Projected average annual population
growth in our licensed area.

(7) Weighted by potential customers. Average number of potential customers
per square mile in our licensed area.

(8) Weighted by interstate miles. Average daily vehicle miles traveled
(interstate only) divided by interstate highway miles in our licensed
area.

(9) Average number of potential customers per square mile for the U.S.

Sales and Distribution

Our sales strategy is to utilize multiple distribution channels to minimize
customer acquisition costs and maximize penetration within our licensed
service area. Our distribution channels include a network of company-owned
retail stores, independent retailers and a direct sales force for corporate
accounts, as well as direct marketing channels such as telesales, neighborhood
sales and online sales. We also work with AT&T Wireless's national corporate
account sales force to cooperatively exchange leads and develop new business.

. Company-Owned Retail Stores. We make extensive use of company-owned
retail stores for the distribution and sale of our handsets and
services. We believe that company-owned retail stores offer a
considerable competitive advantage by providing a strong local
presence, which is required to achieve high penetration in suburban and
rural areas and the lowest customer acquisition cost. We have opened 94
company-owned SunCom stores as of December 31, 2000.

. Retail Outlets. We have negotiated distribution agreements with
national and regional mass merchandisers and consumer electronics
retailers, including Circuit City, Office Depot, Staples, Best Buy,
Metro Call and Zap's. As of December 31, 2000, we had over 415 agents
with 689 retail outlet locations where customers can purchase our
services.

. Direct Sales. We focus our direct sales force on high-revenue, high-
profit corporate users. As of December 31, 2000, our direct corporate
sales force consisted of 88 dedicated professionals targeting wireless
decision-makers within large corporations. We also benefit from AT&T
Wireless's national corporate accounts sales force, which supports the
marketing of our services to AT&T Wireless's large national accounts
located in certain of our service areas.

. Direct Marketing. We use direct marketing efforts such as direct mail
and telemarketing to generate customer leads. Telesales allow us to
maintain low selling costs and to sell additional features or
customized services.

. Website. Our web page provides current information about our markets,
our product offerings and us. We have established an online store on
our website, www.suncom.com. The web page conveys our marketing
message, and we expect it will generate customers through online
purchasing. We deliver all information that a customer requires to make
a purchasing decision at our website. Customers are able to choose rate
plans, features, handsets and accessories. The online store provides a
secure environment for transactions, and customers purchasing through
the online store encounter a transaction experience similar to that of
customers purchasing service through other channels.

Marketing Strategy

Our marketing strategy has been developed on the basis of extensive market
research in each of our markets. This research indicates that the limited
coverage of existing wireless systems, relatively high cost and inconsistent
performance reduce the attractiveness of wireless service to existing users
and potential new users.

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We believe that our affiliation with the AT&T brand name and the distinctive
advantages of our time division multiple access digital technology, combined
with simplified, attractive pricing plans, will allow us to capture
significant market share from existing analog cellular providers in our
markets and to attract new wireless users. We are focusing our marketing
efforts on three primary market segments:

. current wireless users;

. individuals with the intent to purchase a wireless product within six
months; and

. corporate accounts.

For each segment, we are creating a specific marketing program including a
service package, pricing plan and promotional strategy. We believe that
targeted service offerings will increase customer loyalty and satisfaction,
thereby reducing customer turnover.

The following are key components of our marketing strategy:

. Regional Co-Branding. We have entered into an agreement with TeleCorp
PCS, another company affiliated with AT&T Wireless, to adopt a common
regional brand, SunCom. We market our wireless services as SunCom,
Member of the AT&T Wireless Network and use the globally recognized
AT&T brand name and logo in equal emphasis with the SunCom brand name
and logo. We believe that use of the AT&T brand reinforces an
association with reliability and quality. We and TeleCorp PCS are
establishing the SunCom brand as a strong local presence with a service
area covering approximately 43 million potential customers. We enjoy
preferred pricing on equipment, handset packaging and distribution by
virtue of our affiliation with AT&T Wireless and the other SunCom
company.

. Pricing. Our pricing plans are competitive and straightforward,
offering large packages of minutes, large regional calling areas and
usage enhancing features. One way we differentiate ourselves from
existing wireless competitors is through our pricing policies. We offer
pricing plans designed to encourage customers to enter into long term
service contract plans.

We offer our customers regional, network only and national rate plans. Our
rate plans allow customers to make and receive calls anywhere within the
southeast region and the District of Columbia without paying additional
roaming or long distance charges. By contrast, competing flat rate plans
generally restrict flat rate usage to such competitors' owned networks. By
virtue of our roaming arrangements with AT&T Wireless, its affiliates and
other third-party roaming partners, we believe we can offer competitive
regional, network only and national rate plans. Our sizable licensed area
allows us to offer large regional calling areas at rates as low as $.08 per
minute throughout the Southeast.

Customer Care. We are committed to building strong customer relationships
by providing our customers with service that exceeds expectations. We
currently operate state-of-the-art customer care facilities in Richmond,
Virginia and Charleston, South Carolina that house our customer service and
collections personnel. We supplement these facilities with customer care
services provided by Convergys Corporation in Clarksville, Tennessee. Through
the support of approximately 250 customer care representatives and a
sophisticated customer care platform provided by Integrated Customer Systems,
we have been able to implement one ring customer care service using live
operators and state-of-the-art call routing, so that over 90% of incoming
calls to our customer care centers are answered on the first ring.

Future Product Offerings. We may bundle our wireless communications
services with other communications services through strategic alliances,
marketing partnerships and resale agreements with AT&T Wireless and others.
For one such initiative, we entered into a marketing arrangement to offer
business customers a private wireless network inside an enterprise that
enables users to make and receive calls both within and outside the offices
using one phone and one phone number. We also may offer service options in
partnership with local business and affinity marketing groups. Examples of
these arrangements include offering wireless services with utility services,
banking services, cable television, Internet access or alarm monitoring
services in conjunction with local information services. Such offerings
provide the customer access to information, such as account status, weather
and traffic reports, stock quotes, sports scores and text messages from any
location.

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Advertising. We believe our most successful marketing strategy is to
establish a strong local presence in each of our markets. We are directing our
media and promotional efforts at the community level with advertisements in
local publications and sponsorship of local and regional events. We combine
our local efforts with mass marketing strategies and tactics to build the
SunCom and AT&T brands locally. Our media effort includes television, radio,
newspaper, magazine, outdoor and Internet advertisements to promote our brand
name. In addition, we use newspaper and radio advertising and our web page to
promote specific product offerings and direct marketing programs for targeted
audiences.

Services and Features

We provide affordable, reliable, high-quality mobile telecommunications
service. Our advanced digital personal communications services network allows
us to offer customers the most advanced wireless features that are designed to
provide greater call management and increase usage for both incoming and
outgoing calls.

. Feature-Rich Handsets. As part of our service offering, we sell our
customers the most advanced, easy-to-use, interactive, menu-driven
handsets that can be activated over the air. These handsets have many
advanced features, including word prompts and easy-to-use menus, one-
touch dialing, multiple ring settings, call logs and hands-free
adaptability. These handsets also allow us to offer the most advanced
digital services, such as voice mail, call waiting, call forwarding,
three-way conference calling, e-mail messaging and paging.

. Multi-Mode Handsets. We exclusively offer multi-mode handsets, which are
compatible with personal communication services, digital cellular and
analog cellular frequencies and service modes. These multi-mode handsets
allow us to offer customers coast-to-coast nationwide roaming across a
variety of wireless networks. These handsets incorporate a roaming
database, which can be updated over the air that controls roaming
preferences from both a quality and cost perspective.

. New Product Offerings. We have undertaken several new product
initiatives which include:

- Wireless Office Systems. Wireless Office Systems provide business
customers a private wireless network inside an enterprise that
enables users to make and receive calls both within and outside the
offices using a simple wireless phone and phone number. We installed
our first commercial application in North Carolina during 2000.

- SunCom iNotes. We have introduced SunCom iNotes, a two-way text
messaging service that allows its wireless customers to originate and
receive text messages over their mobile phones, in Richmond,
Virginia, and Charleston, South Carolina.

Network Build-Out

The principal objective for the build-out of our network is to maximize
population coverage levels within targeted demographic segments and geographic
areas, rather than building out wide-area cellular-like networks. As of
December 31, 2000, we have successfully launched service in 37 cities, 1,691
cell sites and seven switches. The Phase III network design will complete our
initial network build-out plan. We expect Phase III to add approximately 6,000
highway miles and approximately 584 cell sites to our network by year-end
2001.

The build-out of our network involves the following:

. Property Acquisition, Construction and Installation. Two experienced
vendors, Crown Castle International Corp. and American Tower, identify
and obtain the property rights we require to build out our network,
which includes securing all zoning, permitting and government approvals
and licenses. As of December 31, 2000, we had signed leases or options
for 1,832 sites, 46 of which were awaiting required zoning approvals.
Crown Castle and American Tower also act as our construction management
contractors and employ local construction firms to build the cell sites.

. Interconnection. Our digital wireless network connects to local exchange
carriers. We have negotiated and received state approval of
interconnection agreements with telephone companies operating or

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providing service in the areas where we are currently operating our
digital personal communications services network. We use AT&T as our
inter-exchange or long-distance carrier.

. Roaming. In areas where time division multiple access-based personal
communications services are not available, we offer a roaming option on
the traditional analog cellular and digital cellular systems via multi-
mode handsets capable of transmitting over either cellular or personal
communications services frequencies. Under the terms of our agreements
with AT&T Wireless, our customers who own multi-mode handsets are able to
roam on AT&T Wireless's network, and we benefit from roaming agreements
with AT&T Wireless, other members of the AT&T Wireless Network and third-
party operators of wireless systems.

Network Operations

The effective operation of our network requires public switched
interconnection and backhaul agreements with other communications providers,
long distance interconnection, the implementation of roaming arrangements, the
development of network monitoring systems and the implementation of information
technology systems.

Switched Interconnection/Backhaul. Our network is connected to the public
switched telephone network to facilitate the origination and termination of
traffic between our network and both the local exchange and long distance
carriers. We have signed agreements with numerous carriers.

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

Roaming. Through our arrangements with AT&T Wireless and via the use of
multi-mode handsets, our customers have roaming capabilities on AT&T Wireless's
network. Further, we have established roaming agreements with third-party
carriers at preferred pricing, including in-region roaming agreements covering
all of our launched service areas.

Network Monitoring Systems. Our network monitoring systems provide around-
the-clock monitoring and maintenance of our entire network. Our network-
monitoring center is equipped with sophisticated systems that constantly
monitor the status of all-base stations and switches and record network
traffic. The network monitoring systems provide continuous monitoring of system
quality for blocked or dropped calls, call clarity and evidence of tampering,
cloning or fraud. We designed our network-monitoring center to oversee the
interface between customer usage, data collected at switch facilities and our
billing systems. We manage usage reports, feature activation and related
billing times on a timely and accurate basis. Our network-monitoring center is
located in the Richmond, Virginia switching center, and we also have back-up
network monitoring center capabilities in our Greenville, South Carolina
switching center. We utilize Ericsson's network operations center in
Richardson, Texas for off-hour network monitoring and dispatch, thereby
providing constant network monitoring and support. In addition, we have
contracted with Wireless Facilities, Inc. to provide network monitoring and
dispatching 24 hours a day, seven days a week.

Information Technology. We operate management information systems to handle
customer care, billing, network management and financial and administrative
services. These systems focus on three primary areas:

. network management, including service activation, pre-pay systems,
traffic and usage monitoring, trouble management and operational support
systems;

. customer care, including billing systems and customer service and
support systems; and

. business systems, including financial, purchasing, human resources and
other administrative systems.

We have incorporated sophisticated network management and operations support
systems to facilitate network fault detection, correction and management,
performance and usage monitoring and security. We employ

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system capabilities developed to allow over-the-air activation of handsets and
to implement fraud protection measures. We maintain stringent controls for
both voluntary and involuntary deactivations. We try to minimize subscriber
disconnections by preactivation screening to identify any prior fraudulent or
bad debt activity; credit review; and call pattern profiling to identify
needed activation and termination policy adjustments. These systems have been
designed with open interfaces. This design allows us to select and deploy the
best software package for each application included in our administrative
system. We have developed a state-of-the-art database and reporting system,
which will also allow us to cross-link billing, marketing and customer care
systems to collect customer profile and usage information. We believe this
information provides us with the tools necessary to increase revenue through
channel and product profitability analysis and to reduce customer acquisition
costs through implementation of more effective marketing strategies.

Time Division Multiple Access Digital Technology

We are building our network using time division multiple access digital
technology on the IS-136 platform. This technology allows for the use of
advanced multi-mode handsets, which allow roaming across personal
communications services and cellular frequencies, including both analog and
digital cellular. This technology allows for enhanced services and features,
such as short-messaging, extended battery life, added call security and
improved voice quality, and its hierarchical cell structure enables us to
enhance network coverage with lower incremental investment through the
deployment of micro, as opposed to full-size, cell sites. This enables us to
offer customized billing options and to track billing information per
individual cell site, which is practical for advanced wireless applications
such as wireless local loop and wireless office applications. Management
believes that time division multiple access digital technology provides
significant operating and customer benefits relative to analog systems. In
addition, management believes that time division multiple access digital
technology provides customer benefits, including available features and
roaming capabilities, and call quality that is similar to or superior to that
of other wireless technologies. Time division multiple access technology
allows three times the capacity of analog systems. Some manufacturers,
however, believe that code division multiple access technology will eventually
provide system capacity that is greater than that of time division multiple
access technology and global systems for mobile communications.

Time division multiple access digital technology is currently used by two
of the largest wireless communications companies in the United States, AT&T
Wireless and Cingular Wireless. Time division multiple access equipment is
available from leading telecommunication vendors such as Lucent, Ericsson and
Northern Telecom, Inc.

Regulation

The FCC regulates aspects of the licensing, construction, operation,
acquisition and sale of personal communications services and cellular systems
in the United States pursuant to the Communications Act, as amended from time
to time, and the associated rules, regulations and policies it promulgates.

Licensing of Cellular and Personal Communications Services Systems. A
broadband personal communications services system operates under a protected
geographic service area license granted by the FCC for a particular market on
one of six frequency blocks allocated for broadband personal communications
services. Broadband personal communications services systems generally are
used for two-way voice applications. Narrowband personal communications
services, in contrast, are used for non-voice applications such as paging and
data service and are separately licensed. The FCC has segmented the United
States into personal communications services markets, resulting in 51 large
regions called major trading areas, which are comprised of 493 smaller regions
called basic trading areas. The FCC awarded two broadband personal
communications services licenses for each major trading area and four licenses
for each basic trading area. Thus, generally, six broadband personal
communications services licensees will be authorized to compete in each area.
The two major trading area licenses authorize the use of 30 MHz of spectrum.
One of the basic trading area licenses is for 30 MHz of spectrum, and the
other three are for 10 MHz each. The FCC permits licensees to split their

S-44

licenses and assign a portion, on either a geographic or frequency basis or
both, to a third party. In this fashion, AT&T Wireless assigned us 20 MHz of
its 30 MHz licenses covering our licensed areas. Two cellular licenses are
also available in each market. Cellular markets are defined as either
metropolitan or rural service areas and do not correspond to the broadband
personal communications services markets.

Generally, the FCC awarded initial personal communications services
licenses by auction. Initial personal communications services auctions began
with the 30 MHz major trading area licenses and concluded in 1998 with the
last of the basic trading area licenses. However, in March 1998, the FCC
adopted an order that allowed financially troubled entities that won personal
communications services 30 MHz C-Block licenses at auction to obtain some
financial relief from their payment obligations by returning some or all of
their C-Block licenses to the FCC for reauctioning. The FCC completed the
reauction of the returned licenses in April 1999, and some licenses were not
sold. In January 2000, the FCC announced that certain personal communications
services licenses previously held by licensees that had declared bankruptcy
were cancelled and were available for reauction. The FCC commenced the
reauction on December 12, 2000. The auction concluded on January 26, 2001.
Lafayette Communications was the high bidder on 14 licenses. These auctions
place additional spectrum in the hands of our potential competitors. An appeal
of the cancellation of certain personal communications services licenses that
were reclaimed by the FCC and now are being reauctioned is pending at the
United States Court of Appeals for the District of Columbia Circuit.

Under the FCC's current rules specifying spectrum aggregation limits
affecting broadband personal communications services, specialized mobile radio
services and cellular licensees, no entity may hold attributable interests,
generally 20% or more of the equity of, or an officer or director position
with, the licensee, in licenses for more than 45 MHz of personal
communications services, cellular and certain specialized mobile radio
services where there is significant overlap, except in rural areas. In rural
areas, up to 55 MHz of spectrum may be held. Passive investors may hold up to
a 40% interest. Significant overlap will occur when at least 10% of the
population of the personal communications services licensed service area is
within the cellular and/or specialized mobile radio service area(s). In a
September 15, 1999 FCC order revising the spectrum cap rules, the FCC noted
that new broadband wireless services, such as third generation wireless, may
be included in the cap when spectrum is allocated for those services. The FCC
has initiated a proceeding to review the possible modification or elimination
of the spectrum cap.

Recently, however, the FCC adopted licensing rules governing the 700 MHz
spectrum originally scheduled for auction in March 2001. Thirty (30) MHz of
spectrum will be auctioned; none of which is subject to the spectrum cap. The
FCC recently postponed the 700 MHz auction until September 12, 2001. Because
of the flexible use policy adopted by the FCC for this spectrum, wireless
providers may provide third generation services over the 700 MHz band. The
personal communications services reauctioned spectrum is subject to the
spectrum cap.

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

Late last year, President Clinton ordered the FCC and other Federal
agencies to work together to create a spectrum allocation plan for Third
Generation advanced wireless services. In January, 2001, the FCC issued a
Notice of Proposed Rulemaking requesting comment on the use of certain
spectrum bands for Third Generation services. The FCC also seeks comment on
whether Third Generation services could be provided over the frequency bands
currently allocated to cellular, personal communications services and
specialized mobile radio services. It is unclear at this point what impact, if
any, this proceeding will have on our current operations.

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

. provided substantial service during its past license term; and

. has substantially complied with applicable FCC rules and policies and
the Communications Act.

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

All personal communications services licensees must satisfy certain
coverage requirements. In our case, we must construct facilities that offer
radio signal coverage to one-third of the population of our service area
within five years of the original license grants to AT&T Wireless and to two-
thirds of the population within ten years. Licensees that fail to meet the
coverage requirements may be subject to forfeiture of their license. We
anticipate the last phase of our network build-out to be completed by year-end
2001. Our cellular license, which covers the Myrtle Beach area, is not subject
to coverage requirements.

For a period of up to five years, subject to extension, after the grant of
a personal communications services license, a licensee will be required to
share spectrum with existing licensees that operate certain fixed microwave
systems within its license area. To secure a sufficient amount of unencumbered
spectrum to operate our personal communications services systems efficiently
and with adequate population coverage, we have relocated two of these
incumbent licensees and will need to relocate two more licensees. In an effort
to balance the competing interests of existing microwave users and newly
authorized personal communications services licensees, the FCC has adopted:

. a transition plan to relocate such microwave operators to other
spectrum blocks; and

. a cost sharing plan so that if the relocation of an incumbent benefits
more than one personal communications services licensee, those
licensees will share the cost of the relocation.

Initially, this transition plan allowed most microwave users to operate in
the personal communications services spectrum for a two-year voluntary
negotiation period and an additional one-year mandatory negotiation period.
For public safety entities that dedicate a majority of their system
communications to police, fire or emergency medical services operations, the
voluntary negotiation period is three years, with an additional two-year
mandatory negotiation period. In 1998, the FCC shortened the voluntary
negotiation period by one year, without lengthening the mandatory negotiation
period for non-public safety personal communications services licensees in the
C, D, E and F Blocks. Parties unable to reach agreement within these time
periods may refer the matter to the FCC for resolution, but the incumbent
microwave user is permitted to continue its operations until final FCC
resolution of the matter. The transition and cost sharing plans expire on
April 4, 2005, at which time remaining microwave incumbents in the personal
communications services spectrum will be responsible for the costs of
relocating to alternate spectrum locations. Our cellular license is not
encumbered by existing microwave licenses.

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

Foreign Ownership. Under existing law, no more than 20% of an FCC
licensee's capital stock may be owned, directly or indirectly, or voted by
non-U.S. citizens or their representatives, by a foreign government or

S-46

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

Regulation of Personal Communications Services Operations. Personal
communications services and cellular systems are subject to certain FAA
regulations governing the location, lighting and construction of transmitter
towers and antennas and may be subject to regulation under Federal
environmental laws and the FCC's environmental regulations. State or local
zoning and land use regulations also apply to our activities. We expect to use
common carrier point to point microwave facilities to connect the transmitter,
receiver, and signaling equipment for each personal communications services or
cellular cell, the cell sites, and to link them to the main switching office.
The FCC licenses these facilities separately and they are subject to
regulation as to technical parameters and service.

The Communications Act preempts state and local regulation of the entry of,
or the rates charged by, any provider of private mobile radio service or of
commercial mobile radio service, which includes personal communications
services and cellular service. The Communications Act permits states to
regulate the "other terms and conditions of CMRS." The FCC has not clearly
defined what is meant by the "other terms and conditions" of CMRS, however,
and has upheld the legality of state universal service requirements on CMRS
carriers. The United States Court of Appeals for the 5th and District of
Columbia Circuits have affirmed the FCC's determination. The FCC also has held
that private lawsuits based on state law claims concerning how wireless rates
are promoted or disclosed may not be preempted by the Communications Act.

The FCC does not regulate commercial mobile radio service or private mobile
radio service rates. The FCC does exercise jurisdiction over all
telecommunications service providers whose facilities are used to provide,
originate and terminate interstate or international communications.

Recent Industry Developments. The following requirements impose
restrictions on our business and could increase our costs:

Enhanced 911 Services. The FCC has announced rules for making emergency 911
services available by cellular, personal communications services and other
commercial mobile radio service providers, including enhanced 911 services
that provide the caller's telephone number, location and other useful
information. Commercial mobile radio service providers currently are required
to be able to process and transmit 911 calls without call validation,
including those from callers with speech or hearing disabilities and relay a
caller's automatic number identification and cell site. FCC regulations will
require wireless carriers to identify the location of emergency 911 callers by
use of either network-based or handset-based technologies.

On September 8, 2000, the FCC adopted an order modifying its rules for
carriers electing to use hand-set based technologies. Carriers that use
handset-based technologies must:

. begin selling compliant handsets by October 1, 2001;

. ensure that 25% of all newly activated handsets are compliant by
December 31, 2001 and that 100% of all newly activated digital handsets
are compliant by December 21, 2002;

. comply with additional requirements relating to passing location
information upon the request of 911 operators; and

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. achieve full penetration (defined as 95% penetration) of compliant
handsets by no later than December 31, 2005.

Carriers that use network-based technologies must provide location
information for 50% of callers within six months and 100% of callers within 18
months of a request from a 911 operator. The FCC will require network-based
solutions to be accurate for 67% of calls to within 100 meters and for 95% of
calls to within 300 meters and handset-based solutions to be accurate for 67%
of calls to within 50 meters and for 95% of calls to within 150 meters.

On October 12, 1999, Congress adopted legislation that would establish
national rules governing emergency services, which was signed into law on
October 26, 1999. The legislation:

. makes 911 the national emergency number for wireline and wireless
phones;

. extends limited liability protection to wireless users, wireless
providers and public safety officials;

. allows carriers to use a customer's network information for emergency
purposes; and

. allows carriers to disclose the customer's network information,
including location information, to family members and guardians in
emergency situations.

In August 2000, the FCC issued an order and notice of proposed rulemaking
designating 911 as the emergency telephone number within the United States and
requesting comment on certain issues regarding 911 implementation, including
the appropriate transition periods for areas in which 911 is currently not in
use as an emergency number. The notice of proposed rulemaking is pending.

On November 18, 1999, the FCC eliminated carrier cost recovery as a
precondition to enhanced 911 deployment. The FCC's new cost-recovery rules
require wireless carriers to implement enhanced 911 services without any
specific mechanism to recoup their costs. Recently, the FCC denied two
requests for reconsideration of this decision.

Pending the development of adequate technology, the FCC has granted waivers
of the requirement to provide 911 service to users with speech or hearing
disabilities to various providers, and we have obtained a waiver. On June 9,
1999, the FCC also adopted rules designed to ensure that analog cellular calls
to 911 are completed. These rules, which do not apply to digital cellular
service or to personal communications services, give each cellular handset
manufacturer a choice of three ways to meet this requirement. These rules were
in effect on February 13, 2000, but several handset manufacturers have
obtained waivers of the deadline. State actions incompatible with the FCC
rules are subject to preemption.

On December 14, 2000, the FCC released a decision establishing June 20,
2002, as the deadline by which digital wireless service providers must be
capable of transmitting 911 calls made by users with speech or hearing
disabilities using text telephone devices. Recently, a petition for
reconsideration was filed challenging the decision.

Radiofrequency Emissions. On January 10, 2001, the United States Supreme
Court denied a petition for review of the FCC guidelines for health and safety
standards of radiofrequency radiation. The guidelines, which were adopted by
the FCC in 1996, limit the permissible human exposure to radiofrequency
radiation from transmitters and other facilities.

S-48

although one of the reports indicated that further study might be appropriate
as to one rare form of cancer. Other studies of these issues are in progress.

Interconnection Provisions. In 1996, Congress passed legislation designed
to open local telecommunications markets to competition. The
Telecommunications Act of 1996 mandated significant changes in existing
regulation of the telecommunications industry. The Telecommunications Act
establishes a general duty of all telecommunications carriers, including
personal communications services licensees, to interconnect with other
carriers directly or indirectly. The Telecommunications Act also contains
detailed requirements with respect to the interconnection obligations of local
exchange carriers.

On August 8, 1996, the FCC released its order implementing the
interconnection provisions of the Telecommunications Act. Although many of the
provisions of this order were struck down by the United States Court of
Appeals for the Eighth Circuit, the United States Supreme Court reversed the
Eighth Circuit and upheld the FCC in all respects material to our operations.
While appeals have been pending, the rationale of the FCC's order has been
adopted by many states' public utility commissions, with the result that the
charges that cellular and personal communications services operators pay to
interconnect their traffic to the public switched telephone network have
declined significantly from pre-1996 levels.

On July 18, 2000, the United States Court of Appeals for the Eighth Circuit
vacated the FCC's method for setting the prices of incumbent local exchange
carriers' unbundled network elements, which is known as "total element long
run incremental cost" or "TELRIC". TELRIC is a forward-looking cost model that
attempts to value the incumbent carriers' existing network elements and
facilities based on what the cost would be to provide these elements or
facilities over the most efficient technology and network configuration. While
the court struck down TELRIC, it did not foreclose the FCC from employing a
different forward-looking cost model for interconnection and unbundled
elements. The FCC requested the Eighth Circuit to stay the decision pending
review by the Supreme Court. A stay was granted in September 2000. On January
23, 2001, the Supreme Court granted certiorari and agreed to hear the appeal
from the Eighth Circuit. The Supreme Court will hear the case during its
session that begins in October 2001. If the FCC's rules are not reinstated it
is possible that our costs for interconnection with the public switched
telecommunications network could increase. In addition, Congress may consider
legislation that could greatly modify the current regime of payments for
interconnection. If legislation were enacted in the form under consideration
in the previous session of Congress, it could further reduce our costs for
interconnection.

Universal Service Funds. In its implementation of the Telecommunications
Act, the FCC established federal universal service requirements that affect
commercial mobile radio service operators. Under the FCC's rules, commercial
mobile radio service providers are potentially eligible to receive universal
service subsidies for the first time; however, they are also required to
contribute to both federal and state universal service funds. The rules
adopted by the FCC in its Universal Service orders require telecommunications
carriers generally (subject to limited exemptions) to contribute to funding
existing universal service programs for high cost carriers and low income
customers and to new universal service programs to support services to
schools, libraries and rural health care providers. The FCC has implemented a
program to fund local exchange carrier operations in high cost service non-
rural areas that, in the short run, preserves many of the existing subsidies.
On December 22, 2000, the Federal-State Joint Board on Universal Service
forwarded to FCC recommendations of the Rural Task Force on Universal Service,
referred to as the "RTF", for implementing a rural universal service plan.
Among the recommendations of the RTF is the use of embedded-cost mechanisms,
not forward-looking tools, to set rural high-cost support. The RTF proposal
also calls for geographic disaggregation of costs and retaining but adjusting
the cap on high-cost support. The RTF proposal also supports increasing
support for the provision of advanced services. An expansion of the services
covered by the Universal Service Fund could substantially increase the
contributions Triton and other carriers make to the fund. This subsidy
mechanism, if adopted, could provide an additional source of revenue to those
local exchange carriers or other carriers willing and able to provide service
to those markets that are less financially desirable. Regardless of our
ability to receive universal service funding for the supported services we
provide, we are required to fund these federal programs based on our end user
telecommunications revenue and also may be required to contribute to state
universal service programs.

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Number Portability. The FCC has adopted rules on telephone number
portability that will enable customers to migrate their landline and cellular
telephone numbers to cellular or personal communications services providers
and from a cellular or personal communications services provider to another
service provider. The deadline for compliance with this requirement is
November 24, 2002, subject to any later determination that an earlier
implementation of number portability is necessary to conserve telephone
numbers.

Electronic Surveillance. The FCC has also adopted rules requiring providers
of wireless services that are interconnected to the public switched telephone
network to provide functions to facilitate electronic surveillance by law
enforcement officials. The Communications Assistance for Law Enforcement Act
requires telecommunications carriers to modify their equipment, facilities,
and services to ensure that they are able to comply with authorized electronic
surveillance. These modifications were required to be completed by June 30,
2000, unless carriers were granted temporary waivers, which Triton and many
other wireless providers requested. The FCC has extended the compliance
deadline for wireless providers, including Triton, whose waiver requests met
certain specified requirements until March 31, 2001, subject to any subsequent
determinations the FCC may make. Carriers must implement additional
capabilities by September 30, 2001. In light of a court decision overturning
certain substantive requirements, a petition seeking to suspend the compliance
dates has been filed at the FCC. The September 30, 2001 compliance date for
the Communications Assistance for Law Enforcement Act capabilities remains in
question.

Number Pooling. In addition, there are significant ongoing controversies
concerning numbering resources. In March and December 2000, the FCC released
orders establishing rules intended to promote the efficient use of numbering
resources while ensuring that all carriers have access to the numbering
resources they need to compete effectively and a further notice of proposed
rulemaking seeking additional comments and supporting data on certain issues.
The orders adopt a mandatory requirement for carriers to share blocks of
telephone numbers (known as "number pooling"), which today are assigned in
groups of 10,000. The orders defer this requirement for wireless providers
until the time when those providers will be required to implement number
portability, which is November 24, 2002. The orders also adopt a requirement
for carriers to meet usage thresholds before requesting new telephone numbers
and gives states new authority to reclaim unused blocks of telephone numbers.
In particular, the FCC adopted a utilization threshold--the percentage of
already-assigned telephone numbers a carrier must use before asking for more
numbering resources--of 60%, effective three months after the December, 2000
order is published in the Federal Register, which eventually increases to 75%
in increments of 5% over the next three years. The orders also extend the
period that telephone numbers could be reserved by carriers from 45 to 180
days and establishes a five year contract term for the number pooling
administrator.

In the December 2000 order, the FCC also seeks comment on several issues,
including modification of the current prohibition on service-specific and
technology-specific overlays, and whether states should be permitted to
implement such overlays subject to certain conditions. The further notice also
seeks comment on the extent of the FCC's authority over rate center
consolidation, which typically has been reserved to the states.

In addition, the FCC has shown a willingness to delegate to the states a
larger role in telephone number conservation measures. Examples of state
conservation methods include number pooling and number rationing. Number
pooling is especially problematic for wireless providers because it is
dependent on number portability technology.

Since mid-1999, the FCC has granted interim number conservation authority
to several state commissions, including Ohio, Wisconsin, Texas, New Hampshire,
Connecticut, California, Florida, Maine, Massachusetts, New York, Arizona,
Colorado, Iowa, Missouri, Nebraska, North Carolina, Oregon, Pennsylvania,
Tennessee, Utah, Virginia, and Washington. Any state actions under these
waivers must be consistent with the FCC's numbering optimization orders.

Rate Integration. The FCC has determined that the interstate, interexchange
offerings, commonly referred to as long distance, of commercial mobile radio
service providers are subject to the interstate, interexchange rate

S-50

averaging and integration provisions of the Communications Act. Rate averaging
requires carriers to average our interstate long distance commercial mobile
radio service rates between high cost and urban areas. The U.S. Court of
Appeals for the District of Columbia Circuit, however, rejected the FCC's
application of its rate integration requirements to wireless carriers. The
court remanded the issue back to the FCC for further consideration of whether
CMRS carriers should be required to average their long distance rates across
all U.S. territories. This proceeding remains pending.

Privacy. The FCC has adopted rules limiting the use of customer proprietary
network information by telecommunications carriers, including Triton, in
marketing a broad range of telecommunications and other services to their
customers and the customers of affiliated companies. The rules give wireless
carriers discretion to use customer proprietary network information, without
customer approval, to market all information services used in the provision of
wireless services. The FCC also allowed all telephone companies to use
customer proprietary network information to solicit lost customers. While all
carriers must establish a customer's approval prior to using customer
proprietary network information for purposes not explicitly permitted by the
rules, the specific details of gathering and storing this approval are now
left to the carriers. The FCC's order was issued following a decision by the
U.S. Court of Appeals for the 10th Circuit, which overturned the FCC's rules,
but not the underlying statute, on First Amendment grounds. Because the 10th
Circuit did not invalidate the customer proprietary network information
provision in the Communications Act, carriers are still obligated under the
Communications Act not to misuse customer proprietary network information.

Billing. The FCC has adopted rules governing customer billing by commercial
mobile radio services providers. The FCC adopted detailed billing rules for
landline telecommunications service providers and extended some of those rules
to commercial mobile radio services providers. Commercial mobile radio service
providers must comply with two fundamental rules: (i) clearly identify the
name of the service provider for each charge; and (ii) display a toll-free
inquiry number for customers on all "paper copy" bills.

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

Calling Party Pays. In June 1999, the FCC initiated an administrative
rulemaking proceeding to help facilitate the offering of calling party pays as
an optional wireless service. Under the calling party pays service, the party
placing the call to a wireless customer pays the wireless airtime charges.
Most wireless customers in the U.S. now pay both to place calls and to receive
them. Adoption of a workable calling party pays system that permits calling
party pays to be offered on a nationwide basis by all commercial mobile radio
service providers could make commercial mobile radio service providers more
competitive with traditional landline telecommunications providers for the
provision of regular telephone service.

State Regulation and Local Approvals

The states in which we operate do not regulate wireless service at this
time. In the 1993 Budget Act, Congress gave the FCC the authority to preempt
states from regulating rates or entry into commercial mobile radio service,
including cellular and personal communications services. The FCC, to date, has
denied all state petitions to regulate the rates charged by commercial mobile
radio service providers. States may, however, regulate the other terms and
conditions of commercial mobile radio service. State and local governments are
permitted to manage public rights of way and can require fair and reasonable
compensation from telecommunications providers, including personal
communications services providers, so long as the compensation required is
publicly disclosed by the government. The siting of cells/base stations also
remains

S-51

subject to state and local jurisdiction, although proceedings are pending at
the FCC relating to the scope of that authority. States also may impose
competitively neutral requirements that are necessary for universal service or
to defray the costs of state emergency 911 services programs, to protect the
public safety and welfare, to ensure continued service quality and to
safeguard the rights of consumers. While a state may not impose requirements
that effectively function as barriers to entry or create a competitive
disadvantage, the scope of state authority to maintain existing or to adopt
new such requirements is unclear.

There are several state and local legislative initiatives that are underway
to ban the use of wireless phones in motor vehicles. Tennessee, Nebraska,
Maryland, Arizona, New York and Virginia are considering state-wide
initiatives. San Francisco, Chicago and several counties in New York are
considering similar actions. Officials in a handful of communities, including
Marlboro Township, New Jersey, Lebanon, Pennsylvania, and Brooklyn, Ohio, have
enacted ordinances banning or restricting the use of cell phones by drivers.
Recently, Suffolk County, New York became the first county in the United
States to enact a ban on the use of wireless phones while driving. Should this
become a nationwide initiative, commercial mobile radio service providers
could experience a decline in the number of minutes of use by subscribers.

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

Competition

We compete directly with two cellular providers and other personal
communications services providers in each of our markets except Myrtle Beach,
where we are one of two cellular providers, and against enhanced specialized
mobile radio providers in some of our markets. These cellular providers have
an infrastructure in place and have been operational for a number of years,
and some of these competitors have greater financial, technical resources and
spectrum than we do. These cellular operators may upgrade their networks to
provide services comparable to those we offer. The technologies primarily
employed by our digital competitors are code division multiple access and
global system for mobile communications, two competing digital wireless
standards.

We also compete with personal communications services license holders in
each of our markets. We also expect to face competition from other existing
communications technologies such as specialized mobile radio and enhanced
specialized mobile radio, which is currently employed by Nextel
Communications, Inc. in our licensed area. Although the FCC originally created
specialized mobile radio as a non-interconnected service principally for fleet
dispatch, in the last decade it has liberalized the rules to permit enhanced
specialized mobile radio, which, in addition to dispatch service, can offer
services that are functionally equivalent to cellular and personal
communications services and may be less expensive to build and operate than
personal communications services systems.

The FCC requires all cellular and personal communications services
licensees to provide service to resellers. A reseller provides wireless
service to customers but does not hold a FCC license or own facilities.
Instead, the reseller buys blocks of wireless telephone numbers and capacity
from a licensed carrier and resells service through its own distribution
network to the public. Thus, a reseller is both a customer of a wireless
licensee's services and a competitor of that licensee. Several small resellers
currently compete with us in our licensed area. With respect to cellular and
personal communications services licenses, the resale obligations terminate
five years after the last group of initial licenses of currently allotted
personal communications services spectrum were awarded. Accordingly, our
resale obligations end on November 24, 2002, although licensees will continue
to be subject to the provisions of the Communications Act requiring non-
discrimination among customers. We have also agreed to permit AT&T Wireless to
resell our services.

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In September 2001, the FCC has scheduled the 700 MHz auction, which is
exempt from spectrum cap limitations. Some applicants have received and others
are seeking FCC authorization to construct and operate global satellite
networks to provide domestic and international mobile communications services
from geostationary and low-earth-orbit satellites.

Our ability to compete successfully will depend, in part, on our ability to
anticipate and respond to various competitive factors affecting the industry,
including new services that may be introduced, changes in consumer
preferences, demographic trends, economic conditions and competitors' discount
pricing strategies, all of which could adversely affect our operating margins.
We plan to use our digital feature offerings, coast-to-coast digital wireless
network through our AT&T Wireless affiliation, contiguous presence providing
an expanded home-rate billing area and local presence in secondary markets to
combat potential competition. We expect that our extensive digital network,
once deployed, will provide cost-effective means to react effectively to any
price competition.

Intellectual Property

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

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

. to any person who resells, or acts as our agent for, licensed services
provided by us, or

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

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

The license agreement contains numerous restrictions with respect to the
use and modification of any of the licensed marks.

We have entered into an agreement with TeleCorp PCS to adopt and use a
common regional brand name, SunCom. Under this agreement, we have formed
Affiliate License Company with TeleCorp PCS for the purpose of sharing
ownership of and maintaining the SunCom brand name. Each company shares in the
ownership of the SunCom brand name and the responsibility of securing
protection for the SunCom brand name in the United States Patent and Trademark
Office, enforcing our rights in the SunCom brand name against third parties
and defending against potential claims against the SunCom brand name. The
agreements provide parameters for each company's use of the SunCom brand name,
including certain quality control measures and provisions in the event that
any one of these company's licensing arrangements with AT&T is terminated.

An application for registration of the SunCom brand name was filed in the
United States Patent and Trademark Office on September 4, 1998, and the
application is pending. Affiliate License Company owns the application for the
SunCom brand name. The application has undergone a preliminary examination at
the United States Patent and Trademark Office, and no pre-existing
registrations or applications were raised as a bar or potential bar to the
registration of the SunCom brand name.

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Employees

As of December 31, 2000, we had 1,370 employees. We believe our relations
with our employees are good.

Properties

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

Legal Proceedings

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

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MANAGEMENT

Executive Officers and Directors

The table below sets forth certain information regarding the directors and
executive officers of Triton.

Name Age Position
---- --- --------

Michael E. Kalogris.... 51 Chairman of the Board of Directors and Chief Executive Officer
Steven R. Skinner...... 58 President, Chief Operating Officer and Director
David D. Clark......... 36 Executive Vice President, Chief Financial Officer and Secretary
Stephen J. McNulty..... 47 Senior Vice President of Sales and Marketing
Daniel E. Hopkins...... 36 Senior Vice President of Finance and Treasurer
Scott I. Anderson...... 42 Director
Arnold L. Chavkin...... 49 Director
John D. Beletic........ 49 Director
John W. Watkins........ 39 Director
William W. Hague....... 45 Director

Michael E. Kalogris has served as Chairman and Chief Executive Officer and
as a Director of Triton since its inception. Mr. Kalogris was previously
President and Chief Executive Officer of Horizon Cellular Group, which he
joined October 1, 1991. Under Mr. Kalogris's leadership, Horizon Cellular
Group became the fifth-largest independent cellular company in the United
States, specializing in suburban markets and small cities encompassing
approximately 3.2 million potential customers and was sold for approximately
$575.0 million. Prior to joining Horizon Cellular Group, Mr. Kalogris served
as President and Chief Executive Officer of Metrophone, a cellular carrier in
Philadelphia, the nation's fourth-largest market. Mr. Kalogris is a member of
the board of directors of the Cellular Telecommunications Industry Association
and serves on its Executive Committee and Public Policy Council. He is also a
member of the advisory board of Waller Capital Media Partners and the board of
directors of Paoli Hospital.

Steven R. Skinner has served as President and Chief Operating Officer and
as a Director of Triton since its inception. Mr. Skinner previously served as
the Vice President of Operations and Chief Operating Officer of Horizon
Cellular Group beginning in January of 1994. From March 1992 through December
1993, Mr. Skinner served as Vice President of Acquisitions for Horizon
Cellular Group. From January 1991 to March 1992, he served as a consultant in
the area of cellular acquisitions to Norwest Venture Capital Management, Inc.
and others. From August 1987 to January 1991, he served as President and
General Manager of Houston Cellular Telephone Company. Prior to joining
Houston Cellular, he served as a General Manager of Cybertel, Inc., a non-
wireline carrier serving St. Louis. Mr. Skinner has also been active in the
National CellularOne Group, most recently acting as Chairman of the Advisory
Committee.

David D. Clark has served as Executive Vice President, Chief Financial
Officer and Secretary of Triton since its inception. Before joining Triton, he
was a Managing Director at Furman Selz L.L.C. specializing in communications
finance, which he joined in February 1996. Prior to joining Furman Selz, Mr.
Clark spent over ten years at Citibank N.A. and Citicorp Securities Inc. as a
lending officer and a high yield finance specialist.

Stephen J. McNulty has served as Senior Vice President of Sales and
Marketing of Triton since January 2001 and as President and General Manager of
Triton's Mid-Atlantic region from July 1998 through December 2000. Before
joining Triton, he was Vice President Central/West Operations with United
States Cellular in Chicago, Illinois. Mr. McNulty previously served as Vice
President of Marketing for ALLTEL Communications from February 1994 to May
1997.

Daniel E. Hopkins has served as Senior Vice President of Finance of Triton
since January 2001 and Treasurer of Triton since July 1998. He also served as
the Vice President of Finance of Triton from July 1998 through December 2000.
Prior to joining Triton, he was a Vice President in PNC Bank's Media and
Communications Group. Mr. Hopkins has over ten years of banking experience,
primarily in the areas of Communications Finance and Acquisitions/Leveraged
Finance.

S-55

Scott I. Anderson has served as a Director of Triton since February 1998.
He is currently a member of the board of directors of TeleCorp PCS, Wireless
Facilities, Inc., Telephia, Inc. and Xypoint and a principal of Cedar Grove
Partners, LLC and Cedar Grove Investments. Mr. Anderson was previously Senior
Vice President for Acquisitions and Development at AT&T Wireless Services,
Inc., formerly McCaw Cellular Communications, Inc., which he joined in 1986,
and a director of Horizon Cellular Group.

Arnold L. Chavkin has served as a Director of Triton since February 1998.
Mr. Chavkin was previously a member of the advisory board of Triton Cellular
Partners, L.P. and is currently a director of American Tower Corporation,
Encore Acquisition Partners, Inc., Crown Media Holdings, R&B Falcon
Corporation, Carrizo Oil & Gas, TIW (Asia), HDFC Bank in India, and Better
Minerals & Aggregates Co. He also serves on the Advisory Investment Boards of
Richina Group, the Indian Private Equity Fund and the Asia Development
Partners Fund. Mr. Chavkin has been a General Partner of J.P. Morgan Partners
(formerly Chase Capital Partners) since January 1992. Prior to joining Chase
Capital Partners, he was a member of Chemical Bank's merchant banking group
and a generalist in its corporate finance group specializing in mergers and
acquisitions and private placements for the energy industry.

John D. Beletic has served as a Director of Triton since February 1998. Mr.
Beletic currently serves as Chairman and Chief Executive Officer of WebLink
Wireless, Inc. which he joined in March 1992. He also serves as a director of
Tessco Technologies Inc., iPass Inc. and the Personal Communication Industry
Association.

John W. Watkins has served as a Director of Triton since February 1998. Mr.
Watkins serves as a director of eBiz.net, Advanced TelCom Group, Kelmscott
Communications and Western Integrated Networks. Mr. Watkins manages private
equity investment activities in the communications industries. He is a
Managing Director and an officer of J.P. Morgan Capital Corporation.
Previously, Mr. Watkins was a member of the advisory board of Triton Cellular
Partners, L.P. and served as a director of Horizon Cellular Group, Prism Radio
Partners, L.P., Columbia River Cellular Partners, L.P. and Savvis
Communications Corporation.

William W. Hague was appointed as a Director of Triton on April 28, 2000 by
AT&T Wireless and previously served as a Director of Triton from February 1998
through January 1999. Mr. Hague serves as the Senior Vice President, Corporate
Development, Mergers and Acquisitions at AT&T Wireless Services, Inc., which
he joined in 1995. Prior to joining AT&T Wireless and beginning in 1992, he
acted as Director of Legal Affairs and Human Resources at Western Wireless,
Inc.

Audit Committee

The current members of the audit committee are Mr. Anderson, as chairman,
Mr. Chavkin and Mr. Hague.

Compensation Committee

The current members of the Compensation Committee are Mr. Beletic, as
chairman, Mr. Chavkin and Mr. Watkins.

The functions of the Compensation Committee include overseeing the
administration of Triton's compensation policies and practices; establishing
and administering the compensation plans of members of senior management and
authorizing any adjustments thereto; administering Triton's stock and
incentive plan and authorizing all awards granted thereunder; administering
Triton's employee stock purchase plan; and reporting annually to our
stockholders on matters concerning the compensation of executives of Triton.

Compensation of Directors

The members of the board of directors receive compensation of $10,000 per
year, plus $1,000 for each meeting they attend in person and $500 for each
meeting they attend via conference call. Independent and management directors
may also receive shares of Class A common stock that may, from time to time,
be awarded to them under our stock and incentive plan.

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CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

We are party to the following agreements with management and our principal
stockholders.

License Exchange with AT&T Wireless

On June 8, 1999, we completed a license exchange with AT&T Wireless,
transferring licenses for the Hagerstown and Cumberland, Maryland basic
trading areas, which cover 512,000 potential customers with an estimated value
of $5.1 million, to AT&T Wireless in exchange for licenses for certain
counties in the Savannah and Athens, Georgia basic trading areas, which cover
517,000 potential customers with an estimated value of $15.5 million. In
addition, we issued to AT&T Wireless PCS 53,882 shares of our Series A
preferred stock valued at $5.8 million, and 42,739 shares of our Series D
preferred stock, valued at $4.6 million. The Series D preferred stock is
convertible into 982,997 shares of Class A common stock. The licenses we
acquired in the exchange are contiguous to our existing service area and were
built out as part of our Phase II build-out plan. We are including these
licenses in our current build-out plan for our licensed area.

In connection with the Myrtle Beach, Norfolk and license exchange
transactions, we issued, as anti-dilutive protection, an aggregate of
1,334,106 shares of our common stock to Messrs. Kalogris, Skinner, Clark,
Smith, Anderson and Beletic.

The Stockholders' Agreement

General. We have entered into an amended and restated stockholders'
agreement, dated as of October 27, 1999, with AT&T Wireless PCS, our initial
institutional investors, which we refer to as the cash equity investors, and
certain of our current and former executive officers. Additional management
stockholders and the independent directors have also agreed to be bound by the
provisions of the stockholders' agreement in connection with the issuance to
them of our capital stock. The agreement covers matters in connection with our
management and operations and the sale, transfer or other disposition of our
capital stock.

Board of Directors. A board of directors divided into three classes and
consisting of seven persons governs Triton. Actions of the board of directors
require the affirmative vote of a majority of the entire board, although some
transactions require a higher vote. The stockholders who are party to our
stockholders' agreement, other than J. P. Morgan Investment Corporation, have
agreed that they will vote their shares together to elect as two of our seven
directors the nominees selected by our cash equity investors and, so long as
AT&T Wireless PCS has the right to nominate a director under our certificate
of incorporation, to elect AT&T Wireless PCS's nominee.

Representatives of AT&T Wireless PCS and several cash equity investors also
have the right to attend each meeting of the board of directors as observers,
provided that they continue to own a certain amount of our capital stock. A
majority of disinterested directors must approve any transactions between
Triton and its stockholders, except for transactions under the stockholders',
license, roaming and resale agreements described in this section and arm's-
length agreements with AT&T Wireless and its affiliates.

Restrictions on Transfer; Rights of First Offer. The stockholders'
agreement imposes restrictions with respect to the sale, transfer or other
disposition of our capital stock held under the terms of the agreement.
Stockholders holding shares of common stock may only transfer their shares of
common stock after complying with rights of first offer and first negotiation
granted to specified parties to the stockholders' agreement. Additionally,
holders of common stock and Series D preferred stock may transfer those shares
at any time to an affiliated successor or an equity investor affiliate, and
the cash equity investors may transfer or otherwise dispose of any of those
shares held by them to any other cash equity investors.

AT&T Wireless PCS may not transfer or dispose of any of its shares of
Series D preferred stock at any time other than to an affiliated successor. In
addition, each stockholder who is a party to the stockholders' agreement has
agreed, subject to some exceptions, not to transfer or otherwise dispose of
any shares of our capital stock to

S-57

any of the three largest carriers of telecommunications services that as of
February 4, 1998 constituted interexchange services, other than AT&T Wireless
PCS and other specified wireless carriers.

Registration Rights. The stockholders' agreement grants certain demand and
piggyback registration rights to the stockholders. The following stockholders
may, subject to the restrictions on transfer described above, cause an
underwritten demand registration, subject to customary proportionate cutback
and blackout restrictions, so long as registration is reasonably expected to
result in aggregate gross proceeds of at least $10.0 million to such
stockholder:

. AT&T Wireless PCS;

. any stockholder or group of stockholders beneficially owning shares of
Series C preferred stock or common stock, if the sale of the shares to be
registered is reasonably expected to result in aggregate gross proceeds
of at least $25.0 million; or

. certain management stockholders beneficially owning at least 50.1% of the
shares of common stock then beneficially owned by all such management
stockholders together.

In addition to the demand registration rights, any stockholder may, subject
to the restrictions on transfer described above, piggyback on a registration
by us at any time, other than registrations on Forms S-4 or S-8 of the
Securities Act, subject to customary proportionate cutback restrictions. The
demand and piggyback registration rights and obligations survive until
February 4, 2018.

Rights of Inclusion. In the event of a proposed sale by any stockholder to
any person other than an affiliated successor that would constitute 25% or
more of the aggregate outstanding Series C preferred stock and common stock on
a fully-diluted basis, excluding the Series A preferred stock, the other
stockholders have the right to participate in any such proposed sale by
exercising such right within 30 days after receipt of a notice informing them
of such proposed sale. The purchaser may either purchase all stock offered by
all stockholders electing to participate in such sale, or the purchaser may
purchase stock from stockholders electing to participate in such sale on a
pro-rata basis up to the aggregate dollar amount offered by the purchaser to
the initial selling stockholder.

In an investors' agreement, the cash equity investors have agreed that cash
equity investors holding 66 2/3% or more of our Class A common stock and Class
B non-voting common stock held by the cash equity investors, in the aggregate,
who propose to sell their shares of common stock may require the other cash
equity investors to also participate in any such sale. As a result, such cash
equity investors may have the effective right to sell control of Triton.

Exclusivity. The stockholders have agreed that during the term of the
stockholders' agreement, none of the stockholders nor their respective
affiliates will provide or resell, or act as the agent for any person
offering, within the territory defined in the stockholders' agreement,
wireless mobility telecommunications services initiated or terminated using
time division multiple access technology and frequencies licensed by the FCC.
However, AT&T Wireless PCS and its affiliates may:

. resell or act as agent for Triton;

. provide or resell wireless telecommunications services to or from
specific locations; and

. resell wireless telecommunications services for another person in any
area where Triton has not yet placed a system into commercial service.

AT&T Wireless PCS must provide Triton with prior written notice of its
intention to engage in resales for another person, and only dual band/dual
mode phones may be used in connection with the resale activities.
Additionally, with respect to the markets listed on the roaming agreement,
Triton and AT&T Wireless have agreed to cause their respective affiliates in
their home carrier capacities to program and direct the programming of
customer equipment so that the other party, in its capacity as the serving
carrier, is the preferred roaming

S-58

provider in such markets. Each party also agrees to refrain from inducing any
of its customers to change programming.

Build-Out. Triton is required to:

. ensure compatibility of its personal communications services systems with
the majority of systems in the southeastern region of the United States;

. satisfy the FCC construction requirements in the territory defined in the
stockholders' agreement;

. offer various core service features with respect to its systems;

. cause its systems to comply with AT&T Wireless's time division multiple
access quality standards; and

. refrain from providing or reselling interexchange services, other than
interexchange services under its FCC licenses or that Triton procures
from AT&T Wireless.

If Triton materially breaches any of the foregoing operational obligations
or if AT&T Wireless PCS or its affiliates discontinues the use of time
division multiple access digital technology and adopts a new technology
standard in a majority of its U.S. markets and Triton declines to adopt the
new technology, AT&T Wireless PCS may terminate its exclusivity obligations.

Certain Transactions. In the event of a merger, consolidation, asset
acquisition or disposition or other business combination involving AT&T and an
entity that:

. derives from telecommunications businesses annual revenues in excess of
$5.0 billion;

. derives less than one-third of its aggregate revenues from the provision
of wireless telecommunications; and

. owns FCC licenses to offer and does offer wireless mobility
telecommunications services serving more than 25% of the potential
customers within the territory defined in the stockholders' agreement,

AT&T Wireless will have the right, upon written notice, to terminate
substantially all of its exclusivity obligations described above in a portion
of the territory in which the other party owns an FCC license to offer
commercial mobile radio service. However, upon such a termination, Triton has
the right to cause AT&T Wireless PCS to exchange into shares of Series B
preferred stock:

. all of the shares of its Series A preferred stock;

. all of the shares of its Series D preferred stock, its Series C preferred
stock or any common stock it may have received upon conversion of its
Series D preferred stock into any one of them.

In the event that AT&T is required in any such transaction to dispose of
any of its personal communications services systems in the Charlotte, North
Carolina, Atlanta, Georgia, Baltimore, Maryland/Washington, D.C. or Richmond,
Virginia basic trading areas, Triton has certain marketing rights. AT&T has
agreed, for a period of 180 days, to jointly market with any of its applicable
markets any of Triton's personal communications services systems that are
located within the major trading areas that include the applicable AT&T basic
trading areas. Triton's right is exercisable at any time within the period
commencing with the date of the announcement by AT&T of any such transaction
and terminating on the later of six months after consummation of the
transaction and the date by which AT&T is required under applicable law to
dispose of any such system.

Without the prior written consent of AT&T Wireless PCS, Triton and its
subsidiaries may not effect any sale of substantially all the assets or
liquidation, merger or consolidation of Triton or any of its subsidiaries or
engage in any business other than permitted businesses. There are limited
exceptions to this provision.

Acquisition of Cellular Licenses. Triton may acquire cellular licenses that
the board of directors has determined are demonstrably superior alternatives
to construction of a personal communications services system in the applicable
area within the territory, provided that:

. a majority of the cellular potential customers are within the territory
defined in the stockholders' agreement;

S-59

. AT&T and its affiliates do not own commercial mobile radio service
licenses in the area; and

. Triton's ownership of the cellular license will not cause AT&T or any
affiliate to be in breach of any law or contract.

Equipment, Discounts and Roaming. At Triton's request, AT&T Wireless PCS
will use all commercially reasonable efforts to assist Triton in obtaining
discounts from any vendor with whom Triton is negotiating for the purchase of
any infrastructure equipment or billing services and to enable Triton to
become a party to the roaming agreements between AT&T Wireless PCS and its
affiliates which operate other cellular and personal communications services
systems so long as AT&T Wireless PCS, in its sole discretion, does not
determine such activities to be adverse to its interests.

Resale Agreements. At AT&T Wireless PCS's request, Triton will enter into
resale agreements relating to the territory defined in the stockholders'
agreement. The rates, terms and conditions of service that Triton provides
shall be at least as favorable to AT&T Wireless PCS, taken as a whole, as the
rates, terms and conditions provided by Triton to other customers.

Subsidiaries. All of our subsidiaries must be direct or indirect wholly-
owned subsidiaries.

Amendments. Amendments to the stockholders' agreement require the consent
of the following stockholders:

. a majority of the shares of each class of capital stock held by the
parties to the stockholders' agreement, including AT&T Wireless PCS;

. two-thirds of the common stock beneficially owned by the cash equity
investors; and

. 60.1% of the common stock beneficially owned by the management
stockholders.

However, in the event any party to the stockholders' agreement ceases to
own any shares of capital stock, the party ceases to be a party to the
stockholders' agreement and his or her corresponding rights and obligations
terminate.

Termination. The stockholders' agreement terminates upon the earliest to
occur of:

. the written consent of each party to the agreement;

. February 4, 2009; and

. one stockholder beneficially owning all of the shares of common stock.

However, certain provisions of the agreement expire on February 4, 2008,
and some consent rights of AT&T Wireless PCS expire if it fails to own a
specified amount of capital stock.

License Agreement

Under the terms of a network membership license agreement, dated as of
February 4, 1998, between AT&T and Triton, AT&T has granted Triton a royalty-
free, non-exclusive, limited right and license to use various licensed marks
solely in connection with specified licensed activities, as described below.
The licensed marks include the logo containing the AT&T and globe design and
the expression Member, AT&T Wireless Services Network. The licensed activities
include:

. the provision to end-users and resellers, solely within the territory
specified in the agreement, of communications services on frequencies
licensed to Triton for commercial mobile and radio service provided in
accordance with the AT&T agreements; and

. marketing and offering the licensed services within the territory.

S-60

The license agreement also grants Triton the right and license to use the
licensed marks on permitted mobile phones.

AT&T has agreed not to grant to any other person a right or license to
provide or resell, or act as agent for any person offering, the communications
services Triton is offering within the territory under the licensed marks
except to:
. any person who resells, or acts as Triton's agent for, licensed services
provided by Triton, or

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

In all other instances, except as described above, AT&T reserves for itself
the right to use the licensed marks in connection with its provision of
services, whether within or without the territory.

The license agreement contains numerous restrictions with respect to
Triton's use and modification of any of the licensed marks. Triton is
obligated to use commercially reasonable efforts to cause all licensed
services that use the licensed marks to be of comparable quality to the
licensed services AT&T markets and provides in areas comparable to Triton's
licensed territory, taking into account the relative stage of development of
the areas and other factors. The license agreement also sets forth specific
testing procedures to determine compliance with these standards and affords
Triton a grace period to cure any instances of alleged noncompliance.
Following the cure period, Triton must cease using the licensed marks until
Triton is in compliance.

Triton may not assign or sublicense any of its rights under the license
agreement. However, the license agreement may be, and has been, assigned to
Triton's lenders under Triton's credit facility. After the expiration of any
applicable grace and cure periods under the credit facility, Triton's lenders
may enforce Triton's rights under the license agreement and assign the license
agreement to any person with AT&T's consent.

The license agreement has an initial five-year term, expiring February 4,
2003, which renews for an additional five-year period if neither party
terminates the agreement. The license agreement may be terminated at any time
in the event of Triton's significant breach, including Triton's misuse of any
licensed marks, Triton's license or assignment of any of the rights in the
license agreement, Triton's failure to maintain AT&T's quality standards or if
Triton experiences a change of control. After the initial five-year term, in
the event AT&T Wireless PCS converts any shares of Series A preferred stock
into common stock in connection with the stockholders' agreement, the license
agreement terminates on the later of two years from the date of such
conversion and the then existing expiration date of the license agreement.
After the initial five-year term, AT&T may also terminate the license
agreement upon the occurrence of specified transactions. See "--The
Stockholders' Agreement--Certain Transactions."

Roaming Agreement

Under an intercarrier roamer service agreement, dated as of February 4,
1998, between AT&T Wireless, on behalf of its affiliates, and Triton, AT&T
Wireless and Triton agreed to provide wireless mobility radiotelephone service
for registered customers of the other party's customers when they are out of
their home carrier's geographic area and in the geographic area where the
serving carrier, itself or through affiliates, holds a license or permit to
construct and operate a wireless mobility radio-telephone system and station.
Each home carrier whose customers receive service from a serving carrier shall
pay the serving carrier 100% of the wireless service charges and 100% of the
pass-through charges, such as toll or other charges. The roaming rate charges
to AT&T Wireless for its customers roaming onto our network will decline over
the next several years. In addition, on or after September 1, 2005, the
parties may renegotiate the rate from time to time.

The roaming agreement has a term of 20 years expiring February 4, 2018,
unless a party terminates earlier due to:

. the other party's uncured breach of any term of the roaming agreement;

S-61

. the other party's voluntary liquidation or dissolution; or

. the FCC's revocation or denial of the other party's license or permit to
provide commercial mobile radio service.

Neither party may assign or transfer the roaming agreement or any of its
rights under the agreement except to an assignee of all or part of its license
or permit to provide commercial mobile radio service, provided that the
assignee expressly assumes all or the applicable part of the assigning party's
obligations under the agreement.

Resale Agreement

Under the terms of the stockholders' agreement, Triton is required at AT&T
Wireless PCS's request to enter into a resale agreement in an agreed-upon
form. Under the resale agreement, AT&T Wireless will be granted the right to
purchase and resell on a nonexclusive basis access to and usage of Triton's
services in the territory. AT&T Wireless will pay Triton the charges,
including usage and roaming charges, associated with services it requests
under the agreement. Triton will retain the continuing right to market and
sell its services to customers and potential customers.

The resale agreement will have a term of 10 years and will renew
automatically for successive one-year periods unless either party elects to
terminate the agreement. Following the eleventh anniversary of the agreement,
either party may terminate with 90 days' prior written notice. Furthermore,
AT&T Wireless may terminate the agreement at any time for any reason on 180-
days' written notice.

Under the terms of the stockholders' agreement, Triton has agreed that the
rates, terms and conditions of service, taken as a whole, that Triton provides
to AT&T Wireless under the resale agreement shall be at least as favorable as,
or if permitted by applicable law, superior to, the rates, terms and
conditions of service, taken as a whole, to any other customer. Triton will
design the rate plan Triton will offer under the resale agreement to result in
a discounted average actual rate per minute of use AT&T Wireless pays for
service at least 25% below the weighted average actual rate per minute that
Triton bills its customers generally for access and air time.

Neither party may assign or transfer the resale agreement or any of its
rights thereunder without the other party's prior written consent, which will
not be unreasonably withheld, except:

. to an affiliate of that party at the time of the agreement's execution;

. by Triton to any of its operating subsidiaries; and

. to the transferee of a party's stock or substantially all of the party's
assets, provided that all FCC and other necessary approvals have been
received.

Other Related Party Transactions

J. P. Morgan Partners (23A SBIC), LLC, J.P. Morgan SBIC LLC and Sixty Wall
Street SBIC Fund, L.P., which together own approximately 27.5% of our Class A
common stock, are subsidiaries of J.P. Morgan Chase & Co. In addition, J.P.
Morgan SBIC LLC owns 8,210,827 shares of our Class B non-voting common stock.
J.P. Morgan Chase & Co. is the successor of the merger of The Chase Manhattan
Corporation and J.P. Morgan & Co. completed on December 31, 2000. Arnold L.
Chavkin, a director of Triton, is an officer of J. P. Morgan Partners (23A
SBIC), LLC, and John W. Watkins, also a director of Triton, is an officer of
J.P. Morgan SBIC LLC.

Affiliates of J.P. Morgan Chase & Co. have performed various financial
advisory, investment banking and commercial banking services from time to time
for Triton and its affiliates. J.P. Morgan Securities Inc. and Chase
Securities Inc. acted as initial purchasers for the offering of our 11% senior
subordinated discount notes due 2008 and Chase Securities Inc. acted as an
initial purchaser for the offering of our 9 3/8% senior subordinated notes due
2011, and J.P. Morgan Securities Inc. acted as an underwriter for the initial
public offering of our Class A common stock in October 1999. In addition,
Morgan Guaranty Trust Company of New York and The Chase Manhattan Bank are
agents and lenders under our credit facility.

S-62

An affiliate of First Union Affordable Housing Community Development
Corporation, which beneficially owns more than 5% of our capital stock, served
as an underwriter and received underwriter fees in connection with our initial
public offering completed in October, 1999.

Over the course of 1997, Triton Communications L.L.C., Triton's
predecessor, incurred certain costs on behalf of Triton Cellular, Inc. an
entity affiliated with Triton through management overlap and shared leased
facilities. These costs totaled $148,100 and Triton Cellular reimbursed Triton
in 1999. In addition, Triton purchased $22,800 of equipment from Horizon
Cellular Telephone Company, L.P., an entity formerly affiliated with Triton
through management overlap and shared leased facilities. In addition, under an
agreement between Triton Cellular, Inc. and Triton, allocations for management
services rendered by some of Triton's management employees on behalf of Triton
Cellular and allocations for shared lease facilities are charged to Triton
Cellular. Those allocations totaled $505,000 during 1999.

On February 3, 1998, Triton PCS entered into a credit facility. On
September 22, 1999 and September 14, 2000, Triton PCS entered into amendments
and restatements of that credit facility. The amount of credit currently
available to us has been increased to $750.0 million. Affiliates of each of
First Union Affordable Housing Community Development Corporation, which
beneficially owns approximately 7.5% of our common stock, and Toronto Dominion
Capital (U.S.A.), Inc., which beneficially owns approximately 5.5% of our
common stock, serve as lenders under the credit facility. TD Securities (USA)
Inc., an affiliate of Toronto Dominion Capital (U.S.A.) Inc., acted as an
initial purchaser for the offering of the 2011 notes.

We have entered into letter agreements with several of our management
employees and with our independent directors. Under the letter agreements,
these individuals were issued shares of our Class A common stock that vest at
20% per year over a five-year period.

On August 12, 1999, we entered into stock purchase agreements with each of
Scott I. Anderson and John D. Beletic, our two independent directors, and one
officer under which we agreed to sell to them an aggregate of 3,400 shares of
our Series C preferred stock (which were converted into 78,200 shares of Class
A common stock in our initial public offering) for a purchase price of $100
per share. This transaction was closed in September 1999.

First Union Securities, Inc., an affiliate of First Union Affordable
Housing Community Development Corporation, acted as our exclusive financial
advisor in connection with the sale of our personal communications towers to
American Tower, L.P. pursuant to an asset purchase agreement dated July 13,
1999. We paid a fee to such entity of $1.07 million in connection with the
consummation of such sales which occurred on September 22, 1999.

S-63

PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of our Class A common stock, as of December 31, 2000, by (i) each
current director, (ii) each current executive officer, (iii) all current
directors and executive officers as a group, (iv) each of our stockholders
who, based on our records, was known to us to be the beneficial owner, as
defined in Rule 13d-3 under the Securities Exchange Act of 1934, of more than
5% of the Class A common stock, and (v) each of the selling stockholders both
before and after giving effect to this offering. The selling stockholders may
include certain affiliates of the selling stockholders named below. The
persons named in this table have sole voting and investment power with respect
to all shares of Class A common stock shown as beneficially owned by them,
subject to community property laws where applicable and subject to the
information contained in the footnotes to this table. The number of shares of
Class A common stock outstanding as of the date of this table, December 31,
2000, was 54,096,303. The table assumes that the underwriters will not
exercise their over-allotment option. If the underwriters exercise their
option, the selling stockholders will sell the additional shares necessary to
satisfy the option exercise ratably in proportion to the number of shares
offered by the selling stockholders before the option exercise.

Beneficial Ownership Before Offering
------------------------------------
Name and Address of Number of Voting Percentage of Number of Shares
Beneficial Owner(1) Shares Voting Shares Being Offered
------------------- -------------------- ---------------- ----------------

Michael E. Kalogris..... 2,877,494(9) 5.32% 135,653
Steven R. Skinner....... 1,942,906(10) 3.59 100,256
David D. Clark.......... 349,541(11) * --
Stephen J. McNulty...... 198,771(12) * --
Daniel E. Hopkins....... 91,473(13) * --
Scott I. Anderson....... 22,643(14) * --
John D. Beletic......... 56,343 * --
Arnold L. Chavkin(2).... -- -- --
William W. Hague(3)..... -- -- --
John W. Watkins(4)...... -- -- --
J. P. Morgan Partners
(23A SBIC), LLC
(2)(5)................. 12,270,744 22.68 633,184
J.P. Morgan SBIC
LLC(4)(5).............. 2,578,772(15) 4.77 556,755
Desai Capital Management
Incorporated(6)........ 11,902,744(16) 22.00 614,195
Toronto Dominion Capital
(U.S.A.), Inc.(7)...... 2,975,698 5.50 153,549
First Union Affordable
Housing Community
Development
Corporation(8)......... 4,079,877(17) 7.54 210,526
AT&T Wireless PCS(3).... 12,504,720(18) 18.78 --
DAG-Triton PCS, L.P..... 1,858,127 3.43 95,882
All directors and
executive officers as a
group
(10 persons)........... 5,539,171 10.24 235,909

Beneficial Ownership After Offering
------------------------------------------------
Name and Address of Number of Voting Percentage of
Beneficial Owner(1) Shares Voting Shares
------------------- --------------------------- --------------------

Michael E. Kalogris..... 2,741,841(9) 4.76%
Steven R. Skinner....... 1,842,650(10) 3.20
David D. Clark.......... 349,541(11) *
Stephen J. McNulty...... 198,771(12) *
Daniel E. Hopkins....... 91,473(13) *
Scott I. Anderson....... 22,643(14) *
John D. Beletic......... 56,343 *
Arnold L. Chavkin(2).... -- --
William W. Hague(3)..... -- --
John W. Watkins(4)...... -- --
J. P. Morgan Partners
(23A SBIC), LLC
(2)(5)................. 11,637,560 20.21
J.P. Morgan SBIC
LLC(4)(5).............. 2,022,017(15) 3.51
Desai Capital Management
Incorporated(6)........ 11,288,549(16) 19.60
Toronto Dominion Capital
(U.S.A.), Inc.(7)...... 2,822,149 4.90
First Union Affordable
Housing Community
Development
Corporation(8)......... 3,869,351(17) 6.72
AT&T Wireless PCS(3).... 12,504,720(18) 17.84
DAG-Triton PCS, L.P..... 1,762,245 3.06
All directors and
executive officers as a
group
(10 persons)........... 5,504,486 9.21

--------
* Represents less than 1%.
(1) Unless otherwise indicated, the address of each person listed in this
table is c/o Triton Management Company, 1100 Cassatt Road, Berwyn,
Pennsylvania 19312.
(2) Mr. Chavkin is a vice president of CB Capital Investors, Inc. and a
general partner of J.P. Morgan Partners. Mr. Chavkin disclaims beneficial
ownership of any shares held by such entity, except to the extent of his
pecuniary interest therein. Effective January 1, 2000, (i) J. P. Morgan
Partners (23A SBIC), LLC (formerly known as CB Capital Investors, LLC)
became the successor to CB Capital Investors, L.P., (ii) CB Capital
Investors, Inc. became the managing member of J. P. Morgan Partners (23A
SBIC), LLC and (iii) J.P. Morgan Partners (formerly Chase Capital
Partners) became the manager, by delegation, of J. P. Morgan Partners
(23A SBIC), LLC pursuant to an advisory agreement with CB Capital
Investors, Inc. The address of J. P. Morgan Partners (23A SBIC), LLC is
c/o J.P. Morgan Partners, 380 Madison Avenue, New York, New York 10017.

S-64

(3) Mr. Hague is Senior Vice President, Corporate Development, Merger and
Acquisitions at AT&T Wireless Services, Inc. Mr. Hague disclaims
beneficial ownership of any shares held by such entity. The address of
AT&T Wireless is 7277 164th Avenue, N.E., Redmond, Washington 98052.
(4) J.P. Morgan SBIC LLC is the successor to J.P. Morgan Investment
Corporation. Mr. Watkins is a managing director and an officer of J.P.
Morgan SBIC LLC. Mr. Watkins disclaims beneficial ownership of any shares
held by such entity. The address of J.P. Morgan SBIC LLC is c/o J.P.
Morgan Partners, 101 California Street, 38th Floor, San Francisco,
California 94111.
(5) J. P. Morgan Partners (23A SBIC), LLC, J.P. Morgan SBIC LLC and Sixty
Wall Street SBIC Fund, L.P. are subsidiaries of J.P. Morgan Chase & Co.,
which is the successor of the merger of The Chase Manhattan Corporation
and J.P. Morgan & Co. Incorporated completed on December 31, 2000.
(6) The address of Desai Capital Management Incorporated is 540 Madison
Avenue, New York, New York 10022.
(7) The address of Toronto Dominion Capital (U.S.A.), Inc. is 909 Fannin,
Suite 1700, Houston, Texas 77010.
(8) The address of First Union Affordable Housing Community Development
Corporation is One First Union Center, 301 S. College Street, 5th Floor,
Charlotte, North Carolina 28288.
(9) Includes 248,619 shares of Class A common stock held by Mr. Kalogris as
trustee under an amended and restated common stock trust agreement for
management employees and independent directors, dated June 26, 1998,
under which we will distribute Class A common stock to management
employees and independent directors. 1,282,076 of the 2,628,875 shares of
Class A common stock directly held by Mr. Kalogris are subject to
forfeiture in accordance with Mr. Kalogris' employment agreement.
(10) 961,557 of the 1,942,906 shares of Class A common stock are subject to
forfeiture according to the terms of Mr. Skinner's employment agreement.
(11) 241,925 of the 349,541 shares of Class A common stock are subject to
forfeiture according to the terms of letter agreements, dated as of
February 4, 1998 and August 9, 1999, between Triton and Mr. Clark.
(12) 155,132 of the 198,771 shares of Class A common stock are subject to
forfeiture according to the terms of letter agreements, dated as of
January 11, 1999, August 9, 1999 and August 15, 2000 between Triton and
Mr. McNulty.
(13) 55,000 of the 91,473 shares of Class A common stock are subject to
forfeiture according to the terms of letter agreements, dated as of July
15, 1999 and November 9, 2000, between Triton and Mr. Hopkins.
(14) Mr. Anderson is a principal of Cedar Grove Partners, LLC. He disclaims
beneficial interest of the 23,000 shares owned directly by Cedar Grove
Partners, LLC, except to the extent of his pecuniary interest therein.
(15) Includes 122,663 shares of Class A common stock held by Sixty Wall Street
SBIC Fund, L.P., an affiliate of J.P. Morgan SBIC LLC and J. P. Morgan
Partners (23A SBIC), LLC. The address for Sixty Wall Street SBIC is 60
Wall Street, New York, New York 10260. J.P. Morgan SBIC LLC also owns
8,210,827 shares of Class B non-voting common stock. The 556,755 shares
listed in the table as being offered by J.P. Morgan SBIC LLC include
26,502 shares being offered by Sixty Wall Street SBIC Fund, L.P.
(16) Consists of 5,951,372 shares of Class A common stock held by Private
Equity Investors III, L.P., and 5,951,372 shares of Class A common stock
held by Equity-Linked Investors-II, each an affiliate of Desai Capital
Management. The address for Private Equity Investors III and Equity-
Linked Investors-II is 540 Madison Avenue, 38th Floor, New York, New York
10022. All of the shares being offered are being sold by Equity-Linked
Investors-II.
(17) The number of shares beneficially owned by First Union Affordable Housing
Community Development Corporation includes 475,351 shares held by certain
affiliates of First Union Affordable Housing Community Development
Corporation. The number of shares being offered by First Union Affordable
Housing Community Development Corporation may include shares offered by
such affiliates.
(18) Consists of 543,683.47 shares of Series D preferred stock convertible
into 12,504,720 shares of Class A common stock. Shares of Series D
preferred stock are convertible into an equivalent number of shares of
Series C preferred stock at any time, and shares of Series C preferred
stock are convertible into shares of Class A common stock or Class B non-
voting common stock at any time.

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DESCRIPTION OF CERTAIN INDEBTEDNESS

The following are summaries of certain material provisions of the notes
issued by our subsidiary, Triton PCS, Inc., and the Triton PCS credit
facility. These summaries are qualified in their entirety by the indentures
and the credit facility, which we have previously filed with the SEC. In this
section, "Triton," "we" and "us" each refers only to Triton PCS Holdings, Inc.
and not to any of its subsidiaries.

2008 Notes

The 2008 notes were issued under an indenture, dated as of May 4, 1998,
between Triton PCS, the guarantors and The Chase Manhattan Bank, as trustee.
The 2008 notes:

. mature on May 1, 2008 and are limited to an aggregate principal amount
at maturity of $511,989,000;

. were issued at an issue price of $585.95 per $1,000 aggregate principal
amount at maturity and generated gross proceeds to us of $300.0 million;

. are general, unsecured obligations of Triton PCS, subordinated in right
of payment to all senior debt, including all obligations under the
credit facility described below;

. accrue interest at a rate of 11% per annum, computed on a semiannual
bond equivalent basis, calculated from May 4, 1998, will not bear
interest payable in cash prior to May 1, 2003 and will bear interest
payable semiannually in cash on each May 1 and November 1, beginning May
1, 2003; and

. are guaranteed on a joint and several basis by all subsidiaries of
Triton PCS that are direct or indirect obligors under, or in respect of,
any senior credit facilities. As of the date of this prospectus, all of
the direct and indirect subsidiaries of Triton PCS are guarantors on a
full, unconditional and joint and several basis. The guarantees are
unsecured obligations of the guarantors, subordinated in right of
payment to all senior debt of the guarantors, including all of the
guarantors' obligations under their guarantees of the credit facility.

Triton PCS may elect to redeem all or part of the 2008 notes at any time on
or after May 1, 2003 and prior to maturity, at the following redemption
prices, expressed as percentages of principal amount, plus accrued and unpaid
interest if redeemed during the 12-month period beginning on May 1 of the
years indicated:

Year Percentage
---- ----------

2003.............................................................. 105.50%
2004.............................................................. 103.67%
2005.............................................................. 101.84%
2006 and thereafter............................................... 100.00%

In addition, on or prior to May 1, 2001, Triton PCS may redeem up to 35% of
the principal amount at maturity of the 2008 notes issued under the indenture,
at a redemption price equal to 111% of the accreted value to the redemption
date, with the net proceeds of one or more equity offerings of:

. our qualified stock; or

. a special purpose corporation formed to hold our qualified stock or the
qualified stock of Triton PCS.

However, at least 65% of the aggregate principal amount at maturity of the
2008 notes issued under the indenture must remain outstanding immediately
after giving effect to the redemption.

If a change of control, as defined below, occurs, each noteholder may
require Triton PCS to repurchase its 2008 notes, in whole or in part, at a
purchase price equal to 101% of the 2008 notes' accreted value or the
principal amount at maturity, as applicable, plus accrued and unpaid interest
to the purchase date. The Triton PCS credit facility prohibits the purchase of
outstanding 2008 notes prior to repayment of the borrowings under

S-66

the credit facility. A change of control will occur under the indenture if any
one or more of the following events occurs:
. any person or group, as those terms are used in Sections 13(d) and 14(d)
of the Exchange Act, other than a permitted holder or permitted holders
or a person or group controlled by a permitted holder or permitted
holders, becomes the beneficial owner, as defined in Rules 13d-3 and
13d-5 under the Exchange Act, except that a person shall be deemed to
have beneficial ownership of all securities that person has the right to
acquire within one year, upon the happening of an event or otherwise, is
or becomes the beneficial owner, directly or indirectly, of:

(a) Triton's securities representing 50% or more of the combined voting
power of its then outstanding voting stock, or

(b) Triton PCS's securities representing 50% or more of the combined
voting power of its then outstanding voting stock;

. the following individuals cease for any reason to constitute more than a
majority of the number of directors then serving on the board of Triton
or Triton PCS:

(a) individuals who, on May 4, 1998, constitute the board, and

(b) any new director, other than a director whose initial assumption of
office is in connection with an actual or threatened election
contest, including a consent solicitation relating to the election
of directors of Triton or Triton PCS, whose appointment or election
by the board or nomination for election by our stockholders was
approved by the vote of at least two-thirds of the directors then
still in office or whose appointment, election or nomination was
previously so approved or recommended; or

. the stockholders of Triton or Triton PCS shall approve any plan of
liquidation, whether or not otherwise in compliance with the provisions
of the indenture.

The transfer, by lease, assignment, sale or otherwise, in a single
transaction or series of transactions, of all or substantially all of the
properties or assets of one or more of the subsidiaries of Triton PCS, the
capital stock of which constitutes all or substantially all of Triton PCS's
properties and assets, shall be deemed to be the transfer of all or
substantially all of Triton PCS's properties and assets.

Triton PCS is also required to offer to repurchase the 2008 notes if all or
some of the net proceeds of an asset sale are not used to acquire an entity
engaged in a permitted business, to purchase other long term assets used or
useful in a permitted business or to repay any senior indebtedness.

The indenture contains restrictive covenants which, among other things,
restrict Triton PCS's and its restricted subsidiaries' ability to:

. incur additional indebtedness;

. pay dividends, make investments or redeem or retire stock of Triton PCS
or subordinated indebtedness of Triton PCS or any subsidiary;

. cause encumbrances or restrictions to exist on the ability of its
subsidiaries to pay dividends and make investments in, or transfer any
property or assets to Triton PCS;

. create liens on their assets;

. sell assets;

. engage in transactions with affiliates;

. engage in businesses other than a permitted business;

. designate any subsidiaries of Triton PCS as unrestricted subsidiaries
under the indenture;

S-67

. engage in mergers or consolidations; or

. amend, modify or waive, or refrain from enforcing, any provision of the
securities purchase agreement dated October 8, 1997.

The indenture provides for acceleration upon customary events of default,
including cross defaults, judgment defaults and events of bankruptcy.

2011 Notes

The 2011 notes were issued under an indenture, dated as of January 19,
2001, between Triton PCS, the guarantors and The Bank of New York, as trustee.
The 2011 notes:

. mature on February 1, 2011 and are limited to an aggregate principal
amount at maturity of $350,000,000;

. were issued at an issue price of $991.95 per $1,000 aggregate principal
amount at maturity and generated gross proceeds to us of $350.0 million;

. are general, unsecured obligations of Triton PCS, subordinated in right
of payment to all senior debt, including all obligations under the
credit facility described below;

. accrue cash interest at a rate of 9 3/8% per annum, calculated from
January 19, 2001, payable semiannually in cash on each February 1 and
August 1, beginning August 1, 2001; and

Triton PCS may elect to redeem all or part of the 2011 notes at any time on
or after February 1, 2006 and prior to maturity, at the following redemption
prices, expressed as percentages of principal amount, plus accrued and unpaid
interest if redeemed during the 12-month period beginning on February 1 of the
years indicated:

Year Percentage
---- ----------

2006........................................................... 104.688%
2007........................................................... 103.125%
2008........................................................... 101.563%
2009 and thereafter............................................ 100.000%

In addition, on or prior to February 1, 2004, Triton PCS may redeem up to
35% of the aggregate principal amount of the 2011 notes issued under the
indenture, at a redemption price equal to 109.375% of the principal amount of
the notes being redeemed with the net proceeds of one or more equity offerings
of:

. our qualified stock; or

. a special purpose corporation formed to hold our qualified stock or the
qualified stock of Triton PCS.

However, at least 65% of the aggregate principal amount at maturity of the
2011 notes originally issued under the indenture must remain outstanding
immediately after giving effect to the redemption.

The other redemption and repurchase provisions, restrictive covenants and
events of default contained in the indenture governing the 2011 notes are
substantially the same as those in the indenture for the 2008 notes.

S-68

Credit Facility

On February 3, 1998, Triton PCS entered into a loan agreement that provided
for a senior secured bank facility with a group of lenders for an aggregate
amount of $425.0 million of borrowings. On September 22, 1999 and September
14, 2000, Triton PCS entered into amendments and restatements of that loan
agreement. The amount of credit currently available to Triton PCS has been
increased to $750.0 million.

The bank facility provides for:

. a $175.0 million senior secured Tranche A term loan maturing on August
4, 2006;

. a $150.0 million senior secured Tranche B term loan maturing on May 4,
2007;

. a $175.0 million senior secured Tranche C term loan maturing on August
4, 2006;

. a $150.0 million senior secured Tranche D term loan maturing on August
4, 2006; and

. a $100.0 million senior secured revolving credit facility maturing on
August 4, 2006.

In addition, the bank facility provides an optional incremental facility of
up to $150,000,000, subject to availability from the lenders.

As of February 5, 2001, Triton PCS had drawn $175.0 million under the
Tranche A term loan, $150.0 million under the Tranche B term loan and $175.0
million under the Tranche C term loan.

The terms of the bank facility will permit Triton PCS, subject to various
terms and conditions, including compliance with specified leverage ratios and
satisfaction of build-out and subscriber milestones, to draw up to $750.0
million to finance working capital requirements, capital expenditures,
permitted acquisitions and investments and other corporate purposes. Triton
PCS's borrowings under these facilities are subject to customary terms and
conditions.

Triton PCS must begin to repay the term loans in quarterly installments,
beginning on February 4, 2002. The amount that Triton PCS can borrow and that
can be outstanding under the revolving credit facility reduces in eight
quarterly reductions, beginning in August 2004. The amount of each of the
first two reductions is $5.0 million, the amount of each of the next four
reductions is $10.0 million, and the amount of each of the last two reductions
is $25.0 million.

Interest on the Tranche A term loans, the Tranche C term loans, the Tranche
D term loans and the revolving credit loans accrues, at the option of Triton
PCS, either at:

. the reserve adjusted London interbank offered rate, plus an applicable
margin of 2.50% until September 2001 and thereafter between 2.25% and
1.00%, depending on the level of Triton PCS's ratio of debt to EBITDA;
or

. the higher of The Chase Manhattan Bank's prime rate or the federal funds
rate plus 0.5%, plus an applicable margin of 1.50% until September 2001
and thereafter between 1.25% and 0%, depending on the level of Triton
PCS's ratio of debt to EBITDA.

Interest on the Tranche B term loans accrues, at the option of Triton PCS,
either at:

. the reserve adjusted London interbank offered rate, plus a margin of
3.0%; or

. the higher of The Chase Manhattan Bank's prime rate or the federal funds
rate plus 0.5%, plus a margin of 2.0%.

S-69

Interest on any overdue amounts will accrue at a rate per annum equal to 2%
plus the rate otherwise applicable to that amount.

The credit facility requires that Triton PCS pay commitment fees to the
lenders on the undrawn amounts of the revolving credit facility, the Tranche A
term loan facility, the Tranche C loan facility and the Tranche D term
facility. The commitment fee will range between 0.375% and 0.50%, depending on
the ratio of debt to EBITDA, of the unused portion of the credit facilities.
The commitment fees are payable quarterly in arrears and a separate agent's
fee is payable to the administrative agent. The credit facility also requires
Triton PCS to maintain at least 50% of total outstanding indebtedness as fixed
rate instruments. Although Triton PCS has not been required to purchase any
interest rate hedges, as of September 30, 2000, it had purchased six interest
rate hedges with a notional amount totaling $250.0 million.

Triton PCS must repay the term loans, and the commitments under the
revolving credit facility will be reduced, in an aggregate amount equal to:

. 50% of the excess cash flow of Triton PCS in each of its fiscal years
commencing with the fiscal year ending December 31, 2001;

. 100% of the net proceeds of specified asset sales outside the ordinary
course of business, in excess of a $1.0 million yearly threshold, and of
unused insurance proceeds; and

. 100% of the net cash proceeds of specified incurrences of indebtedness.

Prepayments will reduce each subsequent amortization payment on a pro rata
basis.

We, and each of our other subsidiaries, have guaranteed all of Triton PCS's
obligations under the credit facility. Triton PCS's obligations under the
credit facility are secured by security interests in substantially all of its
assets, and in substantially all of the assets of each of Triton PCS's other
subsidiaries, and by a pledge of all of Triton PCS's capital stock and of all
of the capital stock and other equity interests of all of Triton PCS's
domestic subsidiaries and 65% of the shares of capital stock of foreign
subsidiaries.

The credit facility contains customary covenants, including covenants
limiting indebtedness, dividends and distributions on, and redemptions and
repurchases of, capital stock and other similar payments, and the acquisition
and disposition of assets, and covenants relating to the number of potential
customers covered by Triton PCS's network and number of customers. The credit
facility also requires that Triton PCS comply with specified financial
covenants.

In addition, the credit facility provides that Triton PCS may not permit
certain of Triton PCS's subsidiaries to incur any liabilities or obligations
other than their guarantee of the credit facility, the security agreement they
have entered into in connection with the credit facility, and, in the case of
any subsidiary established to hold real estate, liabilities incurred in the
ordinary course of business of that subsidiary which are incidental to being
the lessee of real property or the purchaser, owner or lessee of equipment and
taxes and other liabilities incurred in the ordinary course in order to
maintain its existence.

The credit facility provides for acceleration upon the occurrence of
customary events of default.

S-70

CERTAIN UNITED STATES FEDERAL TAX CONSIDERATIONS FOR NON-U.S. HOLDERS

The following is a summary of the material United States federal income,
estate and gift tax consequences of the purchase, ownership and disposition of
the Class A common stock by holders that are Non-U.S. Holders, as that term is
defined below. This summary does not purport to be a complete analysis of all
potential tax effects and is based upon the Internal Revenue Code of 1986, as
amended, existing and proposed regulations promulgated thereunder, published
rulings and court decisions, all as in effect and existing on the date hereof
and all of which are subject to change at any time, which change may be
retroactive or prospective. Unless otherwise specifically noted, this summary
applies only to those persons that purchased the Class A common stock for cash
and hold the Class A common stock as a capital asset within the meaning of
Section 1221 of the Internal Revenue Code.

This summary is for general information only and does not address the tax
consequences to taxpayers who are subject to special rules or circumstances.
This summary does not address any tax consequences arising under any state,
municipality, foreign country or other taxing jurisdiction. We urge you to
consult your own tax advisor regarding the United States federal tax
consequences of purchasing, owning and disposing of the Class A common stock,
including your status as a Non-U.S. Holder, as well as any tax consequences
that may arise under the laws of any state, municipality, foreign country or
other taxing jurisdiction.

General

A Non-U.S. Holder means a beneficial owner of the Class A common stock that
is not:

(i) a citizen or individual resident, as defined in Section 7701(b) of the
Internal Revenue Code, of the United States;

(ii) a corporation or partnership, including any entity treated as a
corporation or partnership for United States federal income tax
purposes, created or organized under the laws of the United States,
any State thereof or the District of Columbia (unless, in the case of
a partnership, Treasury regulations provide otherwise);

(iii) an estate, the income of which is subject to United States federal
income tax without regard to its source; or

(iv) a trust, if a court within the United States is able to exercise
primary supervision over the administration of the trust and one or
more United States persons have the authority to control all
substantial decisions of the trust.

Notwithstanding the preceding sentence, certain trusts in existence on
August 20, 1996, and treated as U.S. Holders prior to such date, may elect to
continue to be treated as U.S. Holders.

If a partnership holds the Class A common stock, the tax treatment of the
partner generally will depend upon the status of the partner and the
activities of the partnership. Partners of partnerships holding the Class A
common stock should consult their tax advisors regarding the United States
federal tax consequences of purchasing, owning and disposing of the Class A
common stock.

Dividends

Dividends, if any, paid to a Non-U.S. Holder will generally be subject to
the withholding of United States federal income tax at the rate of 30% of the
gross amount of such dividends, unless:

. the dividends are effectively connected with the conduct of a trade or
business within the United States of the Non-U.S. Holder, such Non-U.S.
Holder timely furnishes to us or our paying agent a properly completed
Internal Revenue Service Form W-8ECI, or any successor form, duly
executed under penalties

S-71

of perjury, and neither we nor our paying agent have actual knowledge or
reason to know that the conditions of this exemption are, in fact, not
satisfied; or

. such Non-U.S. Holder is entitled to a reduced or zero percent
withholding tax rate pursuant to any applicable income tax treaty, such
Non-U.S. Holder timely furnishes to us or our paying agent a properly
completed Internal Revenue Service Form W-8BEN, or any successor form,
duly executed under penalties of perjury, certifying that such Non-U.S.
Holder is entitled to such benefits under an income tax treaty, and
neither we nor our paying agent have actual knowledge or reason to know
that the Non-U.S. Holder is, in fact, not entitled to such benefits.

Current law provides special rules for dividend payments made to foreign
intermediaries, U.S. or foreign wholly-owned entities that are disregarded for
U.S. federal income tax purposes, and entities that are treated as fiscally
transparent in the United States, the applicable income tax treaty
jurisdiction or both. We urge you to consult your own tax advisor concerning
the effect, if any, of these rules on an investment in the Class A common
stock. A Non-U.S. Holder who is eligible for a reduced withholding rate may
obtain a refund of any excess amounts withheld by filing an appropriate claim
for a refund with the Internal Revenue Service.

Dividends paid to a Non-U.S. Holder that are effectively connected with the
conduct of a trade or business (or, if an income tax treaty applies, are
attributable to a "permanent establishment," as defined therein) within the
United States of the Non-U.S. Holder will generally be taxed on a net income
basis (that is, after allowance for applicable deductions) at the graduated
rates that are applicable to United States persons. In the case of a Non-U.S.
Holder that is a corporation, such income may also be subject to the United
States federal branch profits tax (which is generally imposed on a foreign
corporation upon the deemed repatriation from the United States of effectively
connected earnings and profits) at a 30% rate, unless the rate is reduced or
eliminated by an applicable income tax treaty and the Non-U.S. Holder is a
qualified resident of the treaty country.

Gain on Sale or Other Disposition

A Non-U.S. Holder generally will not be subject to regular United States
federal income or withholding tax on gain recognized on a sale or other
disposition of the Class A common stock, unless:

(i) the gain is effectively connected with the conduct of a trade or
business (or, if an income tax treaty applies, is attributable to a
"permanent establishment," as defined therein) within the United States
of the Non-U.S. Holder or of a partnership, trust or estate in which
such Non-U.S. Holder is a partner or beneficiary;

(ii) we have been, are or become a "United States real property holding
corporation" within the meaning of Section 897(c)(2) of the Internal
Revenue Code at any time within the shorter of the five-year period
preceding such sale or other disposition or such Non-U.S. Holder's
holding period for the Class A common stock; or

(iii) the Non-U.S. Holder is an individual that:

(a) is present in the United States for 183 days or more in the taxable
year of the sale or other disposition; and

(b) either (I) has a "tax home" in the United States, as specially
defined for purposes of the United States federal income tax, or
(II) maintains an office or other fixed place of business in the
United States and the gain from the sale or other disposition of the
Class A common stock is attributable to such office or other fixed
place of business.

A corporation is generally considered to be a United States real property
holding corporation if the fair market value of its "United States real
property interests" within the meaning of Section 897(c)(1) of the Internal
Revenue Code equals or exceeds 50% of the sum of the fair market value of its
worldwide real property interests plus the fair market value of any other of
its assets used or held for use in a trade or business. We believe that we
have not been, are not currently and are not likely to become a United States
real property holding corporation.

S-72

Further, even if we were to become a United States real property holding
corporation, any gain recognized by a Non-U.S. Holder still would not be
subject to U.S. federal income tax if the Class A common stock were considered
to be "regularly traded" (within the meaning of applicable U.S. Treasury
regulations) on an established securities market (e.g., the Nasdaq National
Market, on which the Class A common stock will be listed), and the Non-U.S.
Holder did not own, directly or indirectly, at any time during the five-year
period ending on the date of the sale or other disposition, more than 5% of
the Class A common stock.

Gains realized by a Non-U.S. Holder that are effectively connected with the
conduct of a trade or business (or, if an income tax treaty applies, are
attributable to a "permanent establishment," as defined therein) within the
United States of the Non-U.S. Holder will generally be taxed on a net income
basis (that is, after allowance for applicable deductions) at the graduated
rates that are applicable to United States persons. In the case of a Non-U.S.
Holder that is a corporation, such income may also be subject to the United
States federal branch profits tax (which is generally imposed on a foreign
corporation upon the deemed repatriation from the United States of effectively
connected earnings and profits) at a 30% rate, unless the rate is reduced or
eliminated by an applicable income tax treaty and the Non-U.S. Holder is a
qualified resident of the treaty country.

Individual Non-U.S. Holders may also be subject to tax pursuant to
provisions of United States federal income tax law applicable to certain
United States expatriates, including former long-term residents of the United
States.

Federal Estate and Gift Taxes

Class A common stock owned or treated as owned by an individual (regardless
of whether such an individual is a citizen or a resident of the United States)
at the date of death will be included in such individual's estate for United
States federal estate tax purposes, unless an applicable estate tax treaty
provides otherwise.

A Non-U.S. Holder will not be subject to United States federal gift tax on
a transfer of Class A common stock, unless such person is an individual
domiciled in the United States or such person is an individual subject to
provisions of United States federal gift tax law applicable to certain United
States expatriates, including certain former long-term residents of the United
States.

Backup Withholding Tax and Information Reporting

We must report annually to the Internal Revenue Service and to each Non-
U.S. Holder the amount of dividends paid to, and the tax withheld with respect
to, such Non-U.S. Holder, regardless of whether tax was actually withheld and
whether withholding was reduced by an applicable income tax treaty. Pursuant
to certain income tax treaties and other agreements, that information may also
be made available to the tax authorities of the country in which the Non-U.S.
Holder resides.

United States federal backup withholding tax is imposed at the rate of 31%
on certain payments to persons not otherwise exempt who fail to furnish
certain identifying information. This tax will generally not apply to
dividends paid to a Non-U.S. Holder that are subject to withholding at the 30%
rate (or that are subject to withholding at a reduced or zero rate under an
applicable income tax treaty). A Non-U.S. Holder will generally be subject to
backup withholding tax, unless certain certification procedures (or in the
case of payments made outside of the United States with respect to an offshore
account, certain documentary evidence procedures) are satisfied, directly or
through a foreign intermediary and neither we nor our paying agent have actual
knowledge or reason to know that the payee is a United States person or that
the conditions of any other exemption are not in fact satisfied.

The backup withholding and information reporting requirements will
generally also apply to the gross proceeds paid to a Non-U.S. Holder upon the
sale or other disposition of Class A common stock by or through a United
States office of a United States or foreign broker, unless the Non-U.S. Holder
certifies to the broker under penalties of perjury as to, among other things,
such holder's name, address and status as a Non-U.S. Holder by

S-73

timely filing a properly completed Internal Revenue Service Form W-8BEN (or
any successor form), duly executed under penalties of perjury, with the
broker, or unless the Non-U.S. Holder otherwise establishes an exemption,
provided such broker does not have actual knowledge or reason to know, that
the payee is a United States person or that the conditions of the exemption
are, in fact, not satisfied.

Information reporting requirements (but not backup withholding tax) will
generally apply to a payment of the proceeds of a sale or other disposition of
Class A common stock effected at a foreign office of:

(i) a United States broker;

(ii) a foreign broker 50% or more of whose gross income for certain
periods is effectively connected with the conduct of a trade or
business within the United States;

(iii) a foreign broker that is a "controlled foreign corporation" for
United States federal income tax purposes; or

(iv) a foreign broker that is (a) a foreign partnership one or more of
whose partners are U.S. persons that in the aggregate hold more than
50% of the income or capital interest in the partnership at any time
during its tax year, or (b) a foreign partnership engaged at any time
during its tax year in the conduct of a trade or business in the
United States,

unless the broker has certain documentary evidence in its records that the
holder is a Non-U.S. Holder and certain other conditions are met, or unless
the Non-U.S. Holder otherwise establishes an exemption, provided that such
broker has no actual knowledge or reason to know, that the payee is a United
States person or that the conditions of the exemption are, in fact, not met.

Neither backup withholding tax nor information reporting will generally
apply to a payment of the proceeds of a sale or other disposition of Class A
common stock effected at a foreign office of a foreign broker not subject to
the preceding paragraph. You should consult your own tax advisor concerning
the application, if any, of backup withholding tax and information reporting
on an investment in the Class A common stock.

Backup withholding tax is not an additional tax. Any amounts withheld under
the backup withholding tax rules will be refunded or credited against the Non-
U.S. Holder's United States federal income tax liability; provided, however,
that the Non-U.S. Holder files an appropriate claim for a refund with the
Internal Revenue Service.

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UNDERWRITERS

Under the terms and subject to the conditions contained in an underwriting
agreement dated the date of this prospectus supplement, the underwriters named
below, for whom Morgan Stanley & Co. Incorporated, Salomon Smith Barney Inc.,
First Union Securities, Inc., and Robert W. Baird & Co. Incorporated are
acting as representatives, have severally agreed to purchase, and Triton and
the selling stockholders have agreed to sell to them an aggregate of 6,000,000
shares of our Class A common stock. Triton has agreed to sell 3,500,000 shares
and the selling stockholders have agreed to sell 2,500,000 shares. The number
of shares that each underwriter has agreed to purchase is set forth opposite
its name below:

Number of
Name Shares
---- ---------

Underwriters:
Morgan Stanley & Co. Incorporated................................... 2,137,500
Salomon Smith Barney Inc. .......................................... 2,137,500
First Union Securities, Inc. ....................................... 855,000
Robert W. Baird & Co. Incorporated.................................. 570,000
ABN AMRO Incorporated............................................... 60,000
CIBC World Markets Corp............................................. 60,000
Credit Lyonnais Securities (USA) Inc................................ 60,000
Edward D. Jones & Co., L.P.......................................... 60,000
Thomas Weisel Partners LLC.......................................... 60,000
---------
Total............................................................... 6,000,000
=========

The underwriters are offering the shares of Class A common stock subject to
their acceptance of the shares from Triton and the selling stockholders and
subject to prior sale. The underwriting agreement provides that the
obligations of the several underwriters to pay for and accept delivery of the
shares of Class A common stock offered by this prospectus supplement are
subject to the approval of certain legal matters by their counsel and to
certain other conditions. The underwriters are obligated to take and pay for
all of the shares of Class A common stock offered by this prospectus
supplement if any such shares are taken. However, the underwriters are not
required to take or pay for the shares covered by the underwriters over-
allotment option described below.

The underwriters initially propose to offer part of the shares of Class A
common stock directly to the public at the public offering price listed on the
cover page of this prospectus supplement and part to certain dealers at a
price that represents a concession not in excess of $0.99 a share under the
public offering price. After the initial offering of the shares of Class A
common stock, the offering price and other selling terms may from time to time
be varied by the representatives.

The selling stockholders have granted to the underwriters an option,
exercisable for 30 days from the date of this prospectus, to purchase up to an
aggregate of 900,000 additional shares of Class A common stock at the public
offering price listed on the cover page of this prospectus supplement, less
underwriting discounts and commissions. The underwriters may exercise this
option solely for the purpose of covering overallotments, if any, made in
connection with the offering of the shares of Class A common stock offered
hereby. To the extent the option is exercised, each underwriter will become
obligated, subject to certain conditions, to purchase about the same
percentage of the additional shares of Class A common stock as the number
listed next to the underwriter's name in the preceding table bears to the
total number of shares of Class A common stock listed next to the names of all
underwriters in the preceding table. If the underwriters' option is exercised
in full, the total price to the public would be $220,800,000, the total
underwriters' discounts and commissions would be $10,488,000 and total
proceeds to the selling stockholders would be $103,632,000.

S-75

Each of Triton, the selling stockholders and the directors and executive
officers of Triton that own shares of Class A common stock has agreed that,
without the prior written consent of Morgan Stanley & Co. Incorporated on
behalf of the underwriters, it will not, during the period ending 90 days
after the date of this prospectus supplement:

. offer, pledge, sell, contract to sell, sell any option or contract to
purchase, purchase any option or contract to sell, grant any option,
right or warrant to purchase, lend or otherwise transfer or dispose of
directly or indirectly, any shares of common stock or any securities
convertible into or exercisable or exchangeable for common stock; or

. enter into any swap or other arrangement that transfers to another, in
whole or in part, any of the economic consequences of ownership of the
common stock;

whether any transaction described above is to be settled by delivery of common
stock or such other securities, in cash or otherwise. In addition, those
directors, executive officers and selling stockholders have agreed that,
without the prior consent of Morgan Stanley & Co. Incorporated on behalf of
the underwriters, they will not, during the period ending 90 days after the
date of this prospectus supplement, make any demand for, or exercise any right
with respect to, the registration of any shares of common stock or any
securities convertible into or exercisable or exchangeable for common stock.

The restrictions described in the preceding paragraph do not apply to:

. the sale of shares to the underwriters pursuant to the underwriting
agreement;

. the issuance by Triton of shares of common stock upon the exercise of an
option or a warrant or the conversion of a security outstanding on the
date of this prospectus supplement of which the underwriters have been
advised in writing;

. the grant of options or stock under our stock and incentive plan and
employee stock purchase plan as in effect on the date hereof;

. transactions by any person other than Triton relating to shares of
common stock or other securities acquired in open market transactions
after the completion of the offering of the shares; or

. the transfer of shares by any person other than Triton to a member of
that person's family or any affiliate of that person (including its
partners or members) if the transferee enters into a lockup agreement
and no filing under Section 16(a) of the Exchange Act by any party shall
be required or voluntarily made in connection with the transfer other
than a filing on Form 5 after expiration of the 90 day period.

In order to facilitate the offering of the Class A common stock, the
underwriters may engage in transactions that stabilize, maintain or otherwise
affect the price of the Class A common stock. Specifically, the underwriters
may sell more shares than they are obligated to purchase under the
underwriting agreement, creating a short position. A short sale is covered if
the short position is no greater than the number of shares available for
purchase by the underwriters under the over-allotment option. The underwriters
can close out a covered short sale by exercising the over-allotment option or
purchasing shares in the open market. In determining the source of shares to
close out a covered short sale, the underwriters will consider, among other
things, the open market price of shares compared to the price available under
the over-allotment option. The underwriters may also sell shares in excess of
the over-allotment option, creating a naked short position. The underwriters
must close out any naked short position by purchasing shares in the open
market. A naked short position is more likely to be created if the
underwriters are concerned that there may be downward pressure on the price of
the Class A common stock in the open market after pricing that could adversely
affect investors who purchase in the offering. As an additional means of
facilitating the offering, the underwriters may bid for, and purchase, shares
of Class A common stock in the open market to stabilize the price of the Class
A common stock. The underwriting syndicate may also reclaim selling
concessions allowed to an underwriter or a dealer for distributing the Class A
common stock in the offering, if the syndicate repurchases previously
distributed Class A common stock to cover syndicate short positions or to
stabilize the price of the Class A common stock. These activities may raise or

S-76

maintain the market price of the Class A common stock above independent market
levels or prevent or retard a decline in the market price of the Class A
common stock. The underwriters are not required to engage in these activities
and may end any of these activities at any time.

From time to time, some of the underwriters have provided, and continue to
provide, investment banking services to Triton. Morgan Stanley & Co.
Incorporated acted as an initial purchaser of the notes we sold in January
2001 and received customary discounts and commissions in connection with that
sale. In addition, affiliates of Morgan Stanley, Salomon Smith Barney and
First Union Securities are acting as agents and lenders under our credit
facility and receive customary fees in connection with that facility.

An affiliate of First Union Securities owns approximately 7.5% of our Class
A common stock and will act as a selling stockholder. See "Certain
Relationships and Related Transactions."

Triton, the selling stockholders and the underwriters have agreed to
indemnify each other against a variety of liabilities, including liabilities
under the Securities Act.

LEGAL MATTERS

Dow, Lohnes & Albertson, PLLC, Washington, D.C., will pass upon certain
matters for Triton, and Kleinbard, Bell & Brecker LLP, Philadelphia,
Pennsylvania, will pass upon the validity of the shares of Class A common
stock offered by the selling stockholders. Certain members of Dow, Lohnes &
Albertson, PLLC and Kleinbard, Bell & Brecker LLP own shares of Triton's Class
A common stock. Davis Polk & Wardwell, New York, New York, will pass upon
certain matters for the underwriters.

EXPERTS

The consolidated financial statements of Triton as of December 31, 1998 and
1999 and for the period from March 6, 1997 (inception) to December 31, 1997
and the years ended December 31, 1998 and 1999, included in this prospectus
supplement, have been so included in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.

The audited financial statements of Vanguard Cellular Systems of South
Carolina, Inc., as of December 31, 1996 and 1997 and for the three years in
the period ended December 31, 1997, incorporated by reference in the
accompanying prospectus from our Current Report on Form 8-K, dated November 9,
2000, have been audited by Arthur Andersen LLP, independent public
accountants, as stated in their report, which is incorporated therein by
reference with respect to those financial statements, and have been so
incorporated in reliance upon the authority of said firm as experts in
accounting and auditing in giving that report.

S-77

INDEX TO FINANCIAL STATEMENTS

Page
----

Triton PCS Holdings, Inc. Consolidated Interim Unaudited Financial
Statements
Condensed Consolidated Balance Sheets at December 31, 1999 and September
30, 2000 .............................................................. F-2
Condensed Consolidated Statements of Operations for the three months and
the nine months ended September 30, 1999 and 2000...................... F-3
Condensed Consolidated Statements of Cash Flows for the nine months
ended September 30, 1999 and 2000...................................... F-4
Notes to the Financial Statements....................................... F-5

Triton PCS Holdings, Inc. Consolidated Audited Financial Statements
Report of PricewaterhouseCoopers LLP.................................... F-7
Consolidated Balance Sheets as at December 31, 1998 and 1999............ F-8
Consolidated Statements of Operations for the period March 6, 1997
(inception) to December 31, 1997 and the years ended December 31, 1998
and 1999............................................................... F-9
Consolidated Statements of Shareholders' Equity (Deficit) for the period
March 6, 1997 (inception) to December 31, 1997 and the years ended
December 31, 1998 and 1999............................................. F-10
Consolidated Statements of Cash Flows for the period March 6, 1997
(inception) to December 31, 1997 and the years ended December 31, 1998
and 1999............................................................... F-11
Notes to Consolidated Financial Statements.............................. F-12

F-1

TRITON PCS HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

December 31, September 30,
1999 2000
------------ -------------
(unaudited) (unaudited)

ASSETS:
Current assets:
Cash and cash equivalents.......................... $186,251 $ 13,135
Due from related party............................. 1,099 24
Accounts receivable, net of $1,765 and $2,229,
respectively...................................... 29,064 42,740
Inventory, net..................................... 15,270 22,678
Prepaid expenses and other current assets.......... 7,674 17,483
-------- ----------
Total current assets............................... 239,358 96,060
Property and equipment:
Land............................................... 313 313
Network infrastructure and equipment............... 304,656 571,022
Office furniture and equipment..................... 38,382 51,094
Capital lease assets............................... 5,985 7,839
Construction in progress........................... 105,593 92,315
-------- ----------
454,929 722,583
Less accumulated depreciation...................... (33,065) (90,301)
-------- ----------
Net property and equipment......................... 421,864 632,282
Intangible assets, net.............................. 315,538 304,895
Other long-term assets.............................. 3,037 3,051
-------- ----------
Total assets....................................... $979,797 $1,036,288
======== ==========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Accounts payable................................... $ 82,129 $ 58,381
Accrued payroll and related expenses............... 9,051 9,220
Accrued expenses................................... 4,890 19,728
Deferred revenue................................... 5,526 5,603
Other liabilities.................................. 3,093 8,424
-------- ----------
Total current liabilities.......................... 104,689 101,356
Bank credit facility................................ 150,000 300,000
Senior subordinated debt............................ 350,639 381,049
Capital lease obligations........................... 3,997 4,211
Deferred income taxes............................... 11,718 11,718
Deferred gain on sale of property and equipment..... 30,641 29,720
-------- ----------
Total liabilities.................................. 651,684 828,054
Series A redeemable preferred stock, $0.01 par
value, 1,000,000 shares authorized; issued and
outstanding 786,253 shares as of September 30, 2000
and December 31, 1999, plus accreted dividends..... 94,203 101,509
Shareholders' equity
Series B preferred stock, $0.01 par value,
50,000,000 shares authorized; no shares issued or
outstanding as of September 30, 2000 or December
31, 1999.......................................... -- --
Series C preferred stock, $0.01 par value,
3,000,000 shares authorized; no shares issued and
outstanding as of September 30, 2000 or December
31, 1999.......................................... -- --
Series D preferred stock, $0.01 par value,
16,000,000 shares authorized; issued and
outstanding 543,683 shares as of September 30,
2000 and December 31, 1999........................ 5 5
Class A common stock, $0.01 par value, 520,000,000
shares authorized; issued and outstanding
54,067,172 shares as of September 30, 2000 and
53,700,442 shares as of December 31, 1999......... 537 541
Class B non-voting common stock, $.01 par value,
60,000,000 shares authorized; issued and
outstanding 8,210,827 shares as of September 30,
2000 and December 31, 1999........................ 82 82
Additional paid-in capital......................... 436,229 463,167
Accumulated deficit................................ (186,091) (311,539)
Deferred compensation.............................. (16,852) (45,531)
-------- ----------
Total shareholders' equity......................... 233,910 106,725
-------- ----------
Total liabilities and shareholders' equity........ $979,797 $1,036,288
======== ==========

See accompanying notes to financial statements.

F-2

TRITON PCS HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)

Three Months Ended Nine Months Ended
September 30, September 30,
----------------------- -----------------------
1999 2000 1999 2000
---------- ----------- ---------- -----------
(unaudited)

Revenues:
Service revenues........... $ 19,854 $ 62,585 $ 37,516 $ 150,984
Roaming revenues........... 14,257 27,528 27,210 71,641
Equipment revenues......... 9,002 9,229 16,629 24,801
---------- ----------- ---------- -----------
Total revenue............ 43,113 99,342 81,355 247,426
Expenses:
Cost of service (excluding
noncash compensation of $0
and $165 for the three
months ended September 30,
1999 and 2000,
respectively and $0 and
$340 for the nine months
ended September 30, 1999
and 2000, respectively)... 19,677 33,666 38,202 91,157
Cost of equipment.......... 14,678 17,213 27,494 46,281
Selling and marketing
(excluding noncash
compensation of $0 and
$566 for the three months
ended September 30, 1999
and 2000, respectively and
$0 and $979 for the nine
months ended September 30,
1999 and 2000,
respectively)............. 16,461 24,254 38,376 68,949
General and administrative
(excluding noncash
compensation of $1,389 and
$1,648 for the three
months ended September 30,
1999 and 2000,
respectively and $2,325
and $3,978 for the nine
months ended September 30,
1999 and 2000,
respectively)............. 11,961 21,906 28,558 58,156
Non-cash compensation...... 1,389 2,379 2,325 5,297
Depreciation and
amortization.............. 11,278 24,061 27,247 68,970
---------- ----------- ---------- -----------
Loss from operations....... (32,331) (24,137) (80,847) (91,384)
Interest expense, net of
capitalized interest........ 7,395 15,203 26,242 38,863
Interest and other income.... 1,488 667 4,140 4,799
Gain on sale of property and
equipment................... 11,682 -- 11,682 --
---------- ----------- ---------- -----------
Net loss..................... (26,556) (38,673) (91,267) (125,448)
Accretion on preferred
stock....................... 2,260 2,496 6,409 7,306
---------- ----------- ---------- -----------
Net loss applicable to
shareholders................ $ (28,816) $ (41,169) $ (97,676) $ (132,754)
========== =========== ========== ===========
Net loss per common share
(basic and diluted)......... $ (4.44) $ (0.66) $ (15.53) $ (2.14)
========== =========== ========== ===========
Weighted average common
shares outstanding (basic
and diluted)................ 6,489,175 62,105,092 6,289,398 61,979,187
========== =========== ========== ===========

See accompanying notes to financial statements.

F-3

TRITON PCS HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)

Nine Months
Ended
September 30,
-----------------------
1999 2000
----------- -----------
(unaudited) (unaudited)

Cash flows from operating activities:
Net loss............................................... $(91,267) $(125,448)
Adjustments to reconcile net loss to cash used in
operating activities:
Depreciation and amortization......................... 27,247 68,970
Bad debt expense...................................... 1,348 4,941
Accretion of interest................................. 27,809 30,681
Gain on sale of marketable securities................. (1,004) --
Gain on sale of property and equipment................ (11,682) --
Non-cash compensation................................. 2,325 5,297
Change in operating assets and liabilities:
Accounts receivable................................... (14,278) (18,617)
Inventory............................................. (5,389) (7,408)
Prepaid expenses and other current assets............. (2,291) (9,809)
Other long-term assets................................ (3,158) (14)
Accounts payable...................................... (12,245) (34,340)
Accrued payroll and related expenses.................. 3,020 169
Deferred revenue...................................... 90 77
Accrued expenses...................................... 7,927 14,838
Other liabilities..................................... 1,043 4,410
-------- ---------
Net cash used in operating activities................ (70,505) (66,253)
Cash flows from investing activities:
Capital expenditures.................................. (162,661) (254,764)
Proceeds from sale of property and equipment, net..... 69,712 --
Proceeds from maturity of short term investments...... 47,855 --
Purchase of marketable securities..................... (23,239) --
-------- ---------
Net cash used in investing activities................ (68,333) (254,764)
Cash flows from financing activities:
Borrowings under credit facility...................... 10,000 150,000
Proceeds from issuance of stock in connection with
private equity investment............................ 35,000 --
Proceeds from issuance of stock in connection with
Norfolk transaction.................................. 2,169 --
Proceeds from issuance of Series C preferred stock.... 340 --
Contributions under employee stock purchase plan...... -- 542
Payment of deferred financing costs................... -- (1,853)
Payment of deferred transaction costs................. (3,826) (270)
Proceeds from related party, net...................... 200 1,075
Principal payments under capital lease obligations.... (286) (1,593)
-------- ---------
Net cash provided by financing activities............ 43,597 147,901
-------- ---------
Net decrease in cash................................... (95,241) (173,116)
Cash and cash equivalents, beginning of period......... 146,172 186,251
-------- ---------
Cash and cash equivalents, end of period............... $ 50,931 $ 13,135
======== =========
Non-cash investing and financing activities:
Capital expenditures included in accounts payable..... 15,060 10,592
Deferred stock compensation........................... 15,791 33,976

See accompanying notes to financial statements.

F-4

TRITON PCS HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS

September 30, 2000
(unaudited)

(1) Basis of Presentation

The accompanying consolidated financial statements are unaudited and have
been prepared by management. In the opinion of management, these consolidated
financial statements contain all of the adjustments, consisting of normal
recurring adjustments, necessary to present fairly, in summarized form, the
financial position and the results of operations of Triton PCS Holdings, Inc.
("Triton" or the "Company"). The results of operations for the three and nine
months ended September 30, 2000 are not indicative of the results that may be
expected for the year ending December 31, 2000. The financial information
presented herein should be read in conjunction with the consolidated financial
statements for the year ended December 31, 1999, which include information and
disclosures not included herein.

The consolidated accounts of the Company include Triton PCS Holdings, Inc.
and its wholly-owned subsidiaries. All significant intercompany accounts or
balances have been eliminated in consolidation.

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

(2) New Accounting Pronouncements

On July 8, 1999, the Financial Accounting Standards Board ("FASB") issued
SFAS No. 137, "Deferral of the Effective Date of SFAS 133", which defers the
effective date of SFAS No. 133, "Accounting for Derivative Instruments and
Hedging Activities" to all fiscal quarters of all fiscal years beginning after
June 15, 2000. In June 2000, the FASB issued SFAS No. 138, "Accounting for
Certain Derivative Instruments and Certain Hedging Activities" as an amendment
to SFAS No. 133. This statement provides clarification with regard to certain
implementation issues under SFAS No. 133 on specific types of hedges. The
Company is currently evaluating the financial impact of adoption of SFAS Nos.
133 and 138. The adoption is not expected to have a material effect on the
Company's results of operations, financial position or cash flows.

On June 26, 2000 the Securities and Exchange Commission issued Staff
Accounting Bulletin ("SAB") No. 101B which amends the implementation date of
SAB No. 101, "Revenue Recognition", to no later than the fourth fiscal quarter
of fiscal years beginning after December 15, 1999. SAB No. 101 provides
guidance on the recognition, presentation, and disclosure of revenue in the
financial statements. Management anticipates the impact will not be material
to the Company's financial position or results of operations.

(3) Employee Stock Purchase Plan

The Company maintains an Employee Stock Purchase Plan (the "Plan"). Under
the terms of the Plan, during any calendar year there are four three-month
offering periods beginning January 1st, April 1st, July 1st and October 1st,
during which employees can participate. The purchase price is determined at
the discretion of the Stock Plan Committee, but shall not be less than the
lesser of: (i) eighty-five percent (85%) of the fair market value on the first
business day of each offering period or (ii) eighty-five percent (85%) of the
fair market value on the last business day of the offering period. The Company
issued 8,024 shares of Class A common stock, at a per share price of $23.38,
in October 2000, 4,596 shares of Class A common stock, at a per share price of
$49.09, in July 2000 and 8,840 shares of Class A common stock, at a per share
price of $35.81, in April 2000 pursuant to the Plan.

(4) Stock Compensation

On March 22, 2000, the Company granted, through a common stock trust
established for grants of common stock to management employees and independent
directors (the "Trust"), 237,511 shares of restricted Class A

F-5

TRITON PCS HOLDINGS, INC.

NOTES TO FINANCIAL STATEMENTS--(Continued)

September 30, 2000
(unaudited)
common stock to certain management employees. These shares are subject to
five-year vesting provisions and are amortized over the vesting period as non-
cash compensation. Deferred compensation of approximately $15.1 million was
recorded based on the estimated fair value at the date of issuance. In
February 2000, an employee resigned employment with the Company and forfeited
$0.7 million of deferred compensation and returned 94,970 shares to the common
stock trust established for grants of common stock to management employees and
independent directors.

On May 23, 2000, the Company granted, through the Trust, 75,000 shares of
restricted Class A common stock to a management employee. These shares are
subject to five-year vesting provisions. Deferred compensation of
approximately $3.4 million was recorded based on the estimated fair value at
the date of issuance. During the second quarter of 2000, $0.2 million of
deferred compensation was forfeited and 3,751 shares were returned to the
Trust as a result of individuals resigning their employment with the Company.

On August 15, 2000, the Company granted 353,294 shares of restricted Class
A common stock to management employees. These shares are subject to five-year
vesting provisions. Deferred compensation of approximately $16.4 million was
recorded based on the estimated fair value at the date of issuance.

(5) Credit Facility

On September 14, 2000, the Company entered into a second amended and
restated bank credit facility under which the credit available was increased
from $600.0 million to $750.0 million. This credit facility provides for (i) a
$175 million Tranche A term loan, which matures in August 2006 (ii) a $150
million Tranche B term loan, which matures in May 2007 (iii) a $175 million
Tranche C term loan, which matures in August 2006 (iv) a $150 million Tranche
D term loan, which matures in August 2006 and (v) a $100 million revolving
credit facility, which matures in August 2006. As of September 30, 2000, the
Company had $150 million of the Tranche B term loan outstanding and $150
million of the Tranche A term loan outstanding.

(6) Interest Rate Swaps

Triton uses interest rate swap contracts to adjust the proportion of total
debt that is subject to variable and fixed interest rates. The Company does
not hold or issue financial instruments for trading or speculative purposes.
Swap counterparties are major commercial banks.

Triton entered into several interest rate swaps during the second quarter
of 2000. Under these interest rate swap contracts, the Company agrees to pay
an amount equal to a specified fixed-rate of interest times a notional
principal amount and to receive in turn an amount equal to specified variable-
rate of interest times the same notional amount. The notional amounts of the
contracts are not exchanged.

Information, as of September 30, 2000, for the interest rate swaps entered
into during 2000 is as follows:

Payable @
Term Notional Fixed Rate Variable Rate 9/30/00 Fair Value
---- ----------- ---------- ------------- --------- ----------

6/12/00--6/12/03..... $75,000,000 6.9025% 6.554% $9,599 ($665,694)
6/15/00--6/16/03..... $50,000,000 6.895% 6.554% $5,222 ($433,206)
7/17/00--7/15/03..... $25,000,000 6.89% 6.554% $8,247 ($224,917)
8/15/00--8/15/03..... $25,000,000 6.89% 6.554% $6,854 ($229,310)

The variable rate is capped at 7.5% for the above interest rate swaps.

F-6

REPORT OF INDEPENDENT ACCOUNTANTS

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

In our opinion, the accompanying consolidated balance sheets and the related
consolidated statements of operations, shareholders' equity and cash flows
present fairly, in all material respects, the financial position of Triton PCS
Holdings, Inc., as defined in Note 1 to the financial statements, and its
subsidiaries (the "Company") at December 31, 1998 and 1999, and the results of
their operations and their cash flows for the period from March 6, 1997
(inception) to December 31, 1997 and the years ended December 31, 1998 and
1999, in conformity with accounting principles generally accepted in the
United States. These financial statements are the responsibility of the
Company's management; our responsibility is to express an opinion on these
financial statements based on our audits. We conducted our audits of these
statements in accordance with auditing standards generally accepted in the
United States, which require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements, assessing
the accounting principles used and significant estimates made by management,
and evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for the opinion expressed above.

PricewaterhouseCoopers LLP

Philadelphia, Pennsylvania
February 25, 2000

F-7

TRITON PCS HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS
(Dollars in thousands)

December 31, December 31,
1998 1999
------------ ------------

ASSETS:
Current assets:
Cash and cash equivalents........................... $146,172 $186,251
Marketable securities............................... 23,612 --
Due from related party.............................. 951 1,099
Accounts receivable net of $1,071 and $1,765........ 3,102 29,064
Inventory, net...................................... 1,433 15,270
Prepaid expenses and other current assets........... 4,288 7,619
Deferred income tax................................. 81 55
-------- --------
Total current assets............................... 179,639 239,358
Property and equipment:
Land................................................ 313 313
Network infrastructure and equipment................ 34,147 304,656
Office furniture and equipment...................... 17,642 38,382
Capital lease assets................................ 2,263 5,985
Construction in progress............................ 145,667 105,593
-------- --------
200,032 454,929
Less accumulated depreciation........................ (1,079) (33,065)
-------- --------
Net property and equipment........................... 198,953 421,864
Intangible assets, net............................... 308,267 315,538
Other long term assets............................... -- 3,037
-------- --------
Total assets....................................... $686,859 $979,797
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY:
Current liabilities:
Accounts payable.................................... $ 25,256 $ 72,580
Bank overdraft liability............................ -- 9,549
Accrued payroll & related expenses.................. 3,719 9,051
Accrued expenses.................................... 3,646 4,890
Accrued interest.................................... 545 626
Current portion of long-term debt................... 281 1,277
Deferred revenue.................................... -- 5,526
Deferred gain on sale of property and equipment..... -- 1,190
-------- --------
Total current liabilities.......................... 33,447 104,689
Long-term debt....................................... 465,689 504,636
Deferred income taxes................................ 11,744 11,718
Deferred gain on sale of property and equipment...... -- 30,641
-------- --------
Total liabilities.................................. 510,880 651,684
Series A redeemable preferred stock 1,000,000 shares
authorized, $.01 par value, 732,371 and 786,253
shares issued and outstanding....................... 80,090 94,203
Shareholders' equity:
Series B preferred stock, $.01 par value, 50,000,000
shares authorized, no shares issued or outstanding.. -- --
Series C preferred stock, $.01 par value, 3,000,000
shares authorized, 1,915,187 and zero shares issued
and outstanding..................................... 19 --
Series D preferred stock, $.01 par value, 16,000,000
shares authorized, 500,944 and 543,683 shares issued
and outstanding..................................... 5 5
Class A common stock, $.01 par value, 520,000,000
shares authorized, 6,174,557 and 53,700, 442 issued
and outstanding..................................... 62 537
Class B non-voting common stock, $.01 par value,
60,000,000 shares authorized, zero and 8,210,827
shares issued and outstanding....................... -- 82
Additional paid-in capital........................... 231,904 436,229
Accumulated deficit.................................. (36,731) (186,091)
Subscription receivable.............................. (95,000) --
Deferred compensation................................ (4,370) (16,852)
-------- --------
Total shareholders' equity......................... 95,889 233,910
-------- --------
Total liabilities & shareholders' equity........... $686,859 $979,797
======== ========

See accompanying notes to consolidated financial statements.

F-8

TRITON PCS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands except share and per share amounts)

Period from
March 6, 1997 For the For the
(Inception) Year Ended Year Ended
to December 31, December 31, December 31,
1997 1998 1999
--------------- ------------ ------------

Revenues:
Service........................... $ -- $ 11,172 $ 63,545
Roaming........................... -- 4,651 44,281
Equipment......................... -- 755 25,405
---------- ---------- -----------
Total revenues.................. -- 16,578 133,231
Expenses:
Cost of service................... -- 8,767 63,200
Cost of equipment................. -- 1,699 44,321
Selling and marketing............. -- 3,260 59,580
General and administrative........ 2,736 15,589 42,354
Non-cash compensation............. -- 1,120 3,309
Depreciation and amortization..... 5 6,663 45,546
---------- ---------- -----------
Loss from operations............ 2,741 20,520 125,079
---------- ---------- -----------
Interest and other expense.......... 1,228 30,391 41,061
Interest and other income........... 8 10,635 4,852
Gain on sale of property, equipment
and marketable securities, net..... -- -- 11,928
---------- ---------- -----------
Loss before taxes................... 3,961 40,276 149,360
Income tax benefit.................. -- 7,536 --
---------- ---------- -----------
Net loss............................ 3,961 32,740 149,360
Accretion of preferred stock........ -- 6,853 8,725
---------- ---------- -----------
Net loss available to common
shareholders....................... $ 3,961 $ 39,593 $ 158,085
========== ========== ===========
Net loss per common share (basic and
diluted)........................... $ (1.25) $ (8.18) $ (9.79)
========== ========== ===========
Weighted average common shares
outstanding (basic and diluted).... 3,159,418 4,841,520 16,142,482
========== ========== ===========

See accompanying notes to consolidated financial statements.

F-9

TRITON PCS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT)
(Dollars in thousands)

Series A Class Class
Redeemable Series C Series D A B Additional
preferred Preferred Preferred Common Common Paid-In Subscription Deferred Accumulated
Stock Stock Stock Stock Stock Capital Receivable Compensation Deficit Total
---------- --------- --------- ------ ------ ---------- ------------ ------------ ----------- --------

Issuance of
common stock... $ -- $-- $-- $ 32 $-- $ -- $ -- $ -- $ (30) $ 2
Net loss........ -- -- -- -- -- -- -- -- (3,961) (3,961)
------- ---- ---- ---- ---- -------- ------- -------- --------- --------
Balance at
December 31,
1997........... -- -- -- 32 -- -- -- -- (3,991) (3,959)
------- ---- ---- ---- ---- -------- ------- -------- --------- --------
Issuance of
stock in
connection with
private equity
investment and
AT&T
transaction.... 73,237 14 4 13 -- 169,293 (95,000) -- -- 74,324
Issuance of
stock in
connection with
Myrtle Beach
transaction.... -- 3 -- 9 -- 35,079 -- -- -- 35,091
Issuance of
stock in
connection with
Norfolk
transaction.... -- 2 1 8 -- 28,895 -- -- -- 28,906
Deferred
compensation... -- -- -- -- -- 5,490 -- (5,490) -- --
Non-cash
compensation... -- -- -- -- -- -- -- 1,120 -- 1,120
Redemption of
Series C
Preferred
Stock.......... -- -- -- -- -- (3,560) -- -- -- (3,560)
Re-issuance of
Series C
Preferred
Stock.......... -- -- -- -- -- 3,560 -- -- -- 3,560
Accreted
dividends...... 6,853 -- -- -- -- (6,853) -- -- -- (6,853)
Net loss........ -- -- -- -- -- -- -- -- (32,740) (32,740)
------- ---- ---- ---- ---- -------- ------- -------- --------- --------
Balance at
December 31,
1998........... 80,090 19 5 62 -- 231,904 (95,000) (4,370) (36,731) 95,889
------- ---- ---- ---- ---- -------- ------- -------- --------- --------
Savannah/Athens
Exchange....... 5,388 -- -- -- -- 5,043 -- -- -- 5,043
Issuance of
stock in
connection with
Norfolk
transaction.... -- -- -- -- -- 2,169 -- -- -- 2,169
Private equity
investment..... -- -- -- -- -- -- 95,000 -- -- 95,000
Deferred
compensation... -- -- -- -- -- 15,791 -- (15,791) -- --
Non-cash
compensation... -- -- -- -- -- -- -- 3,309 -- 3,309
Issuance of
stock in
connection with
initial public
offering....... -- -- -- 115 -- 190,130 -- -- -- 190,245
Proceeds from
issuance of
Series C
Preferred
Stock.......... -- 3 -- -- -- 337 -- -- -- 340
Conversion of
Series C
Preferred Stock
to Class A and
B Common
Stock.......... -- (22) -- 360 82 (420) -- -- -- --
Accreted
dividends...... 8,725 -- -- -- -- (8,725) -- -- -- (8,725)
Net loss........ -- -- -- -- -- -- -- -- (149,360) (149,360)
------- ---- ---- ---- ---- -------- ------- -------- --------- --------
Balance at
December 31,
1999........... $94,203 $-- $ 5 $537 $ 82 $436,229 $ -- $(16,852) $(186,091) $233,910
======= ==== ==== ==== ==== ======== ======= ======== ========= ========

See accompanying notes to consolidated financial statements.

F-10

TRITON PCS HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Dollars in thousands)

Period from March 6, 1997
(Inception) to For the Year Ended For the Year Ended
December 31, 1997 December 31, 1998 December 31, 1999
------------------------- ------------------ ------------------

CASH FLOWS FROM
OPERATING ACTIVITIES:
Net loss................ $(3,961) $(32,740) $(149,360)
Adjustments to reconcile
net loss to cash used
in operating
activities:
Depreciation and
amortization........... 5 6,663 45,546
Deferred income taxes... -- (7,536) --
Accretion of interest... -- 22,648 38,213
Bad debt expense........ -- 636 2,758
Gain on sale of
property, equipment and
marketable securities,
net.................... -- -- (11,928)
Non-cash compensation -- 1,120 3,309
Change in operating
assets and liabilities,
net of effects of
acquisitions:
Accounts receivable.... -- (599) (28,587)
Inventory.............. -- (1,046) (13,837)
Prepaid expenses and
other current assets.. (21) (468) (1,035)
Other assets........... -- -- (3,408)
Accounts payable....... 658 2,647 24,664
Bank overdraft
liability............. -- -- 9,549
Accrued payroll and
liabilities........... 1,014 6,205 6,272
Accrued interest....... 1,228 (1,660) 81
Deferred revenue....... -- -- 5,214
------- -------- ---------
NET CASH USED IN
OPERATING ACTIVITIES... (1,077) (4,130) (72,549)
------- -------- ---------
CASH FLOWS FROM
INVESTING ACTIVITIES:
Capital expenditures.... (478) (87,715) (264,839)
Myrtle Beach
acquisition, net of
cash acquired.......... -- (164,488) --
Norfolk acquisition..... -- (96,557) --
Proceeds from sale of
property and equipment,
net.................... -- -- 69,712
Proceeds from maturity
of marketable
securities............. -- -- 47,855
Purchase of marketable
securities............. -- (23,612) (23,239)
------- -------- ---------
NET CASH USED IN
INVESTING ACTIVITIES... (478) (372,372) (170,511)
------- -------- ---------
CASH FLOWS FROM
FINANCING ACTIVITIES:
Proceeds from initial
public offering, net... -- -- 190,245
Borrowings under notes
payable................ 13,344 -- --
Proceeds from issuance
of subordinated debt,
net of discount........ -- 291,000 --
Proceeds from issuance
of stock in connection
with private equity
investment............. -- 33,256 95,000
Proceeds from issuance
of stock in connection
with Myrtle Beach
transaction............ -- 35,091 --
Proceeds from issuance
of stock in connection
with Norfolk
transaction............ -- 14,349 2,169
Proceeds from issuance
of Series C Preferred
Stock.................. -- -- 340
Redemption of Series C
Preferred Stock........ -- (3,560) --
Re-issuance of Series C
Preferred Stock........ -- 3,560 --
Borrowings under credit
facility............... -- 150,000 10,000
Payments under credit
facility............... -- -- (10,000)
Payments of deferred
transaction costs...... (324) (11,329) (3,592)
Advances to related-
party, net............. (103) (848) (148)
Principal payments under
capital lease
obligations............ -- (207) (875)
------- -------- ---------
NET CASH PROVIDED BY
FINANCING ACTIVITIES... 12,917 511,312 283,139
------- -------- ---------
Net increase in cash and
cash equivalents....... 11,362 134,810 40,079
Cash and cash
equivalents, beginning
of period.............. -- 11,362 146,172
------- -------- ---------
CASH AND CASH
EQUIVALENTS, END OF
PERIOD................. $11,362 $146,172 $ 186,251
======= ======== =========

See accompanying notes to consolidated financial statements

F-11

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Period from March 6, 1997 (inception) to December 31, 1997,
and years ended December 31, 1998 and 1999

(1) Organization And Nature Of Business

On March 6, 1997, Triton Communications L.L.C. ("L.L.C.") was formed to
explore various business opportunities in the wireless telecommunications
industry, principally related to personal communications services (PCS) and
cellular activities. During the period March 6, 1997 through October 1, 1997,
L.L.C.'S activities consisted principally of hiring a management team, raising
capital and negotiating strategic business relationships, primarily related to
PCS business opportunities. On October 1, 1997, Triton PCS Holdings, Inc.
("Holdings") was organized to pursue PCS-related activities. Holdings
subsequently formed a wholly owned subsidiary, Triton PCS, Inc. ("Triton")
which directly or indirectly owns several related wholly owned subsidiaries
(collectively the "Company"). Subsequent to October 2, 1997, these PCS-related
activities continued but were conducted primarily through Triton and its
subsidiaries. Consequently, for purposes of the accompanying financial
statements, L.L.C. has been treated as a "predecessor" entity. As a result of
certain financing relationships and the similar nature of the business
activities conducted by each respective legal entity, L.L.C., Triton and
Holdings are considered companies under common control and were combined for
financial reporting purposes for periods prior to October 2, 1997. All
significant intercompany accounts or balances have been eliminated in
consolidation.

(2) Summary Of Significant Accounting Policies

(a) Use Of Estimates

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

(b) Cash And Cash Equivalents

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

Marketable securities consist of debt securities with initial maturities
greater than three months. The Company classifies all such debt securities as
available for sale and records them at fair value with unrealized holding
gains and losses to be included as a separate component of other comprehensive
income until realized.

(d) Inventory

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

(e) Property And Equipment

Property and equipment is carried at original cost. Depreciation is
calculated based on the straight-line method over the estimated useful lives
of the assets which are ten to twelve years for network infrastructure and

F-12

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Period from March 6, 1997 (inception) to December 31, 1997 and years ended
December 31, 1998 and 1999

equipment and three to five years for office furniture and equipment. In
addition, the Company capitalizes interest on expenditures related to the
buildout of the network. Expenditures for repairs and maintenance are charged
to expense as incurred. When property is retired or otherwise disposed, the
cost of the property and the related accumulated depreciation are removed from
the accounts, and any resulting gains or losses are reflected in the statement
of operations.

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

(f) Construction In Progress

Construction in progress includes expenditures for the design, construction
and testing of the Company's PCS network and also includes costs associated
with developing information systems. The Company capitalizes interest on
certain of its construction in progress activities. Interest capitalized for
the year ended December 31, 1998 and 1999 totaled $3.5 million and $12.3
million, respectively. When the assets are placed in service, the Company
transfers the assets to the appropriate property and equipment category and
depreciates these assets over their respective estimated useful lives.

(g) Investment In PCS Licenses

Investments in PCS Licenses are recorded at their estimated fair value at
the time of acquisition. Licenses are amortized on a straight-line basis over
40 years.

(h) Deferred Transaction Costs

Costs incurred in connection with the negotiation and documentation of the
AT&T transaction (see Note 3), were deferred and included in the aggregate
purchase price allocated to the net assets acquired upon completion of the
transaction.

Costs incurred in connection with the negotiation and documentation of the
bank financing and the Company's issuance of senior subordinated discount
notes were deferred and amortized over the terms of the bank financing and
notes using the effective interest rate method.

(i) Long-Lived Assets

The Company periodically evaluates the carrying value of long-lived assets
when events and circumstances warrant such review. The carrying value of a
long lived asset is considered impaired when the anticipated undiscounted cash
flows from such assets are separately identifiable and are less than the
carrying value. In that event a loss is recognized based on the amount by
which the carrying value exceeds the fair market value of the long-lived
asset. Fair market value is determined by using the anticipated cash flows
discounted at a rate commensurate with the risk involved. Measurement of the
impairment, if any, will be based upon the difference between carrying value
and the fair value of the asset.

(j) Revenue Recognition

Revenues from operations consist of charges to customers for monthly
access, airtime, roaming charges, long-distance charges, and equipment sales.
Revenues are recognized as services are rendered. Unbilled revenues

F-13

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Period from March 6, 1997 (inception) to December 31, 1997 and years ended
December 31, 1998 and 1999

result from service provided from the billing cycle date to the end of the
month and from other carrier's customers using the Company's systems.
Equipment sales are recognized upon delivery to the customer and reflect
charges to customers for wireless handset equipment purchases.

(k) Income Taxes

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

(l) Financial Instruments

The Company utilizes derivative financial instruments to reduce interest
rate risk. The Company does not hold or issue financial instruments for
trading or speculative purposes. Management believes losses related to credit
risk are remote. The instruments are accounted for on an accrual basis. The
net cash amounts paid or received are accrued and recognized as an adjustment
to interest expense

(m) Advertising Costs

The Company expenses advertising costs when the advertisement occurs. Total
advertising expense amounted to $643,000 in 1998 and $25.8 million in 1999.

(n) Concentrations Of Credit Risk

Financial instruments, which potentially subject the Company to
concentration of credit risk, consist principally of cash and equivalents,
marketable securities, and accounts receivable. The Company's credit risk is
managed through diversification and by investing its cash and cash equivalents
and marketable securities in high-quality money market instruments and
corporate issuers.

Concentrations of credit risk with respect to accounts receivable are
limited due to a large customer base. Initial credit evaluations of customers'
financial condition are performed and security deposits are obtained for
customers with a higher credit risk profile. The Company maintains reserves
for potential credit losses and such losses have not exceeded management
expectations.

(o) Net Loss Per Common Share (Basic And Diluted)

Basic loss per share excludes any dilutive effects of convertible
securities. Basic loss per share is computed using the weighted-average number
of common shares outstanding during the period. Diluted loss per share is
computed using the weighted-average number of common and common stock
equivalent shares outstanding during the period. Common equivalent shares are
excluded from the computation if their effect is antidilutive.

(p) Reclassifications

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

F-14

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Period from March 6, 1997 (inception) to December 31, 1997 and years ended
December 31, 1998 and 1999

(q) New Accounting Pronouncements

The Securities Exchange and Commission recently released Staff Accounting
Bulletin (SAB) No. 101, Revenue Recognition, which provides guidance on the
recognition, presentation, and disclosure of the revenue in the financial
statement. The Company is currently assessing the impact, if any, the SAB will
have on the Company's financial position, results of operations, and cash
flows.

(3) AT&T Transaction

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

On February 4, 1998, the Company executed the Closing Agreement with AT&T
and the other shareholders at the Company finalizing the transactions
contemplated in the Security Purchase Agreement. Under the Closing Agreement,
the Company issued 732,371 shares of Series A convertible preferred stock and
366,131 shares of Series D convertible preferred stock to AT&T in exchange for
20 MHz A and B block PCS licenses covering certain areas in the southeastern
United States and the execution of certain related agreements, as further
described below. The fair value of the FCC licenses was $92.8 million with an
estimated useful life of 40 years. This amount is substantially in excess of
the tax basis of such licenses, and accordingly, the Company recorded a
deferred tax liability, upon the closing of the transaction.

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

(a) Shareholders' Agreement

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

Resale Agreement--The Company is required to enter into a Resale Agreement
at the request of AT&T, which provides AT&T with the right to purchase and
resell on a nonexclusive basis access to and usage of the Company's services
in the Company's Licensed Area. The Company will retain the continuing right
to market and sell its services to customers and potential customers in
competition with AT&T.

Exclusivity--None of the Shareholders will provide or resell, or act as the
agent for any person offering, within the Territory wireless mobility
telecommunications services initiated or terminated using Time Division
Multiple Access and frequencies licensed by the FCC (Company Communications
Services), except AT&T and its affiliates may (i) resell or act as agent for
the Company in connection with the provision of Company Communications
Services, (ii) provide or resell wireless telecommunications services to or
from certain specific locations, and (iii) resell Company Communications
Services for another person in any area where the Company has not placed a
system into commercial service, provided that AT&T has provided the Company
with prior

F-15

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Period from March 6, 1997 (inception) to December 31, 1997 and years ended
December 31, 1998 and 1999

written notice of AT&T's intention to do so and only dual band/dual mode
phones are used in connection with such resale activities.

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

Build-out--The Company is required to conform to certain requirements
regarding the construction of the Company's PCS system. In the event that the
Company breaches these requirements, AT&T may terminate its exclusivity
provisions.

Disqualifying Transactions--In the event of a merger, asset sale, or
consolidation, as defined, involving AT&T and another person that derives
annual revenues in excess of $5.0 billion, derives less than one third of its
aggregate revenues from wireless telecommunications, and owns FCC licenses to
offer wireless mobility telecommunication services to more than 25% of the
population within the Company's territory, AT&T and the Company have certain
rights. AT&T may terminate its exclusivity in the territory in which the other
party overlaps that of the Company. In the event that AT&T proposes to sell,
transfer, or assign to a non-affiliate its PCS system owned and operated in
Charlotte, NC; Atlanta, GA; Baltimore, MD; and Washington, DC, BTAs, then AT&T
will provide the Company with the opportunity for a 180 day period to have
AT&T jointly market the Company's licenses that are included in the MTA that
AT&T is requesting to sell.

(b) License Agreement

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

The License Agreement, along with the Exclusivity and Resale Agreements,
have a fair value of $20.3 million with an estimated useful life of 10 years.
Amortization commenced upon the effective date of the agreement.

Pursuant to the Intercarrier Roamer Service Agreement, dated as of February
4, 1998 (as amended, the "Roaming Agreement"), between AT&T Wireless Services,
Inc. and the Company, each of AT&T Wireless Services, Inc. and the Company
agrees to provide (each in its capacity as serving provider, the "Serving
Provider") wireless mobility radiotelephone service for registered customers
of the other party's (the "Home Carrier") customers while such customers are
out of the Home Carrier's geographic area and in the geographic area where the
Serving Carrier (itself or through affiliates) holds a license or permit to
construct and operate a wireless mobility radio/telephone system and station.
Each Home Carrier whose customers receive service from

F-16

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Period from March 6, 1997 (inception) to December 31, 1997 and years ended
December 31, 1998 and 1999

a Serving Carrier shall pay to such Serving Carrier 100% of the Serving
Carrier's charges for wireless service and 100% of pass-through charges (i.e.,
toll or other charges).

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

(4) Acquisitions

(a) Savannah/Athens Exchange

On June 8, 1999, Triton completed an exchange of certain licenses with
AT&T, transferring licenses to the Hagertown, MD and Cumberland, MD Basic
Trading Areas ("BTAs") covering 512,000 potential customers in exchange for
licenses to certain counties in the Savannah, GA and Athens, GA BTAs, which
cover 517,000 potential customers. All acquired licenses are contiguous to
Triton's existing service area. In addition, consideration of approximately
$10.4 million in Series A and Series D preferred stock was issued to AT&T.

(b) Norfolk Acquisition

On December 31, 1998, the Company acquired from AT&T (the Norfolk
Acquisition) (i) an FCC license to use 20MHz of authorized frequencies to
provide broadband PCS services throughout the entirety of the Norfolk,
Virginia BTA and (ii) certain assets of AT&T used in the operation of the PCS
system in such BTA for an aggregate purchase price of approximately $111
million. The excess of the aggregate purchase price over the fair market value
of tangible net assets acquired of approximately $46.3 million was assigned to
FCC licenses and is being amortized over 40 years. The build-out of the
network relating to the Norfolk Acquisition, including the installation of a
switch, has been completed.

The Norfolk Acquisition was funded through the use of proceeds from the
Subordinated Debt offering (see note 10); the issuance of 134,813 shares of
Series D preferred stock, valued at $14.6 million, and the issuance of 165,187
shares of Series C preferred stock valued at $16.5 million. In addition,
766,667 shares of Class A Common Stock were issued as anti-dilutive protection
in accordance with a prior agreement among the shareholders.

On June 30, 1998, the Company acquired an existing cellular system (the
Myrtle Beach System) which serves the South Carolina 5-Georgetown Rural
Service Area (the SC-5) for a purchase price of approximately $164.5 million.
The acquisition has been accounted for using the purchase method and,
accordingly, the purchase price was allocated to the assets acquired and
liabilities assumed based upon management's best estimate of their fair value.
The purchase price was allocated to FCC licenses of approximately $123.4
million; subscriber lists of approximately $20 million; fixed assets of
approximately $24.7 million and other net assets of $3.8 million.

The Myrtle Beach Acquisition was funded through the use of proceeds from
the Subordinated Debt offering and the issuance of 350,000 shares of Series C
preferred stock valued at $35.0 million, to certain cash equity shareholders.
In addition, 894,440 shares of Common Stock were issued as anti-dilutive
protection in accordance with a prior agreement among the shareholders.

Results of operations after the acquisition date are included in the
Statement of Operations from July 1, 1998. The following unaudited pro forma
information has been prepared assuming that this acquisition had taken

F-17

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Period from March 6, 1997 (inception) to December 31, 1997 and years ended
December 31, 1998 and 1999

place on January 1, 1997. The pro forma information includes adjustments to
interest expense that would have been incurred to finance the purchase,
additional depreciation based on the fair market value of the property, plant
and equipment acquired, and the amortization of intangibles arising from the
transaction.

1997 1998
---------- ----------
Unaudited
(Dollars in
thousands)

Net revenues......................................... $ 23,608 $ 31,116
Net loss............................................. $ 47,336 $ 44,554
Accretion of preferred stock......................... -- 6,853
Net loss available to common shareholders............ 47,336 51,407
Net loss per common share............................ $ (11.68) $ (9.74)
Weighted average shares outstanding.................. 4,053,888 5,280,173

(5) Tower Sale

On September 22, 1999, Triton sold and transferred to American Tower
Corporation ("ATC"), 187 of its towers, related assets and certain
liabilities. The purchase price was $71.1 million, reflecting a price of
$380,000 per site. Triton also contracted with ATC for an additional 100
build-to-suit towers in addition to its current contracted 125 build-to-suit
towers, and the parties extended their current agreement for turnkey services
for co-location sites through 2001. An affiliate of an investor has acted as
Tritons financial advisor in connection with the sale of the personal
communications towers.

Triton also entered into a master lease agreement with ATC, in which Triton
has agreed to pay ATC monthly rent for the continued use of the space that
Triton occupied on the towers prior to the sale. The initial term of the lease
is for 12 years and the monthly rental amount is subject to certain escalation
clauses over the life of the lease and related option. Annual payments under
the operating lease are $2.7 million.

The carrying value of towers sold was $25.7 million. After deducting $1.6
million of selling costs, the gain on the sale of the towers was approximately
$43.8 million, of which $11.7 million was recognized immediately, and $32.1
million was deferred and will be recognized over operating lease terms. As of
December 31, 1999, $0.3 million have been amortized.

(6) Stock Compensation

In October 1997 the Company granted 3,159,416 shares of restricted common
stock to certain management employees. The shares are subject to five-year
vesting provisions. At the issuance date, the estimated value of the shares
was insignificant, and, accordingly, no deferred compensation was recognized.

In February 1998 the Company granted 1,354,035 shares of restricted common
stock to certain employees and a common stock trust intended for future grants
to management employees and independent directors. Deferred compensation for
stock granted to employees of $0.3 million net of amounts forfeited for shares
returned to the trust, was recorded in 1998 based on the estimated fair value
at the date of issuance.

In June 1998 and December 1998 additional shares of 894,440 and 766,667,
respectively were issued as anti-dilutive protection related to capital
contributions received by the Company for the Myrtle Beach and Norfolk
transactions. Deferred compensation of $2.8 million and $2.3 million
respectively, was recorded for stock granted to employees, including stock
granted out of the trust, net of forfeitures. Deferred compensation was
recorded based on the estimated value of the shares at the date of issuances.

F-18

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Period from March 6, 1997 (inception) to December 31, 1997 and years ended
December 31, 1998 and 1999

In January 1999, the Company granted, through the trust, 61,746 shares of
restricted common stock to an employee and deferred compensation of $0.2
million was recorded. The shares are subject to five-year vesting provisions.
In March 1999, an employee terminated employment with the Company and
forfeited $0.1 million for deferred compensation and returned 74,095 shares to
the trust.

On June 8, 1999, 109,222 additional shares were issued as anti-dilutive
protection related to capital contributions received by the Company in
connection with the license exchange and acquisition transaction. The shares
are subject to five-year vesting provisions. Deferred compensation of $1.2
million was recorded based on the estimated value of the shares at the date of
issuance.

On June 30, 1999, the Company granted, through the trust, 593,124 shares of
restricted common stock to certain management employees. The shares are
subject to five-year vesting provisions. Deferred compensation of $8.5 million
was recorded based on the estimated fair value at the date of issuance.

On August 9, 1999, the Company granted, through the trust, 356,500 shares
of restricted common stock to certain management employees. These shares are
subject to vesting provisions. Deferred compensation of approximately $5.1
million was recorded based on the estimated fair value at the date of
issuance.

In September 1999, the Company sold to certain directors and an officer,
subject to stock purchase agreements, an aggregate of 3,400 shares of Series C
preferred stock for a purchase price of $100.00 per share. Compensation
expense of $0.8 million was recorded based on the excess of the estimated fair
value at the date of issuance over amounts paid.

(7) Intangible Assets

December 31,
------------------ Amortizable
1998 1999 Lives
-------- -------- ------------
(Dollars in
thousands)

PCS Licenses................................... $257,799 $277,969 40 years
AT&T agreements................................ 26,026 26,026 10-20 years
Subscriber lists............................... 20,000 20,000 5 years
Bank financing................................. 10,994 12,504 8.5-10 years
Trademark...................................... -- 64 40 years
-------- --------
314,819 336,563
Less: accumulated amortization................. (6,552) (21,025)
-------- --------
Intangible assets, net......................... $308,267 $315,538
======== ========

Amortization for the year ended December 31, 1998 and 1999 totaled $5.6 and
$14.5 million, respectively.

(8) Short-Term Debt

(a) Convertible Notes

At various dates in 1997, certain private equity investors provided $1.6
million in financing to L.L.C. in the form of convertible promissory notes.
The notes originally bore interest at 14% annually, payable at maturity. On
January 15, 1998, L.L.C. assigned the notes to the Company. The Company and
the noteholders subsequently negotiated a revised arrangement under which no
interest would be paid on the notes, which became convertible

F-19

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Period from March 6, 1997 (inception) to December 31, 1997 and years ended
December 31, 1998 and 1999

into approximately $3.2 million worth of the Company's Series C preferred
stock. The conversion of L.L.C. notes into the Company's equity occurred on
February 4, 1998. The $1.6 million preferred return to the investors was
accounted for as a financing cost during the period the notes were
outstanding.

(b) Noninterest-Bearing Loans

During 1997, the Company's Cash Equity Investors provided short-term
financing in the form of $11.8 million noninterest-bearing loans. Pursuant to
the Closing Agreement, such loans were converted to equity of the Company as a
reduction of the requirements of the initial cash contributions of the
investors. No gain or loss was recognized on the conversion of the shares.

(9) Long-Term Debt

December 31,
-----------------
1998 1999
-------- --------
(Dollars in
thousands)

Bank credit facility......................................... $150,000 $150,000
Senior subordinated debt..................................... 313,648 350,639
Capital lease obligation..................................... 2,322 5,274
-------- --------
465,970 505,913
Less current portion of long-term debt....................... 281 1,277
-------- --------
Long-term debt............................................... $465,689 $504,636
======== ========

The weighted average interest rate for total debt outstanding during 1998
and 1999 was 10.33% and 11.04%, respectively. The average rate at December 31,
1998 and 1999 was 10.16% and 12.38%, respectively.

(10) Bank Credit Facility

On February 3, 1998, Triton and Holdings (collectively referred to as the
"Obligors") entered into a Credit Agreement with certain banks and other
financial institutions, to establish a $425.0 million senior collateralized
Bank Credit Facility (the "Facility"). On September 22, 1999, the Obligors
entered into an amended agreement whereby the Facility was increased to $600.0
million. The Facility provides for (i) a $175 million Tranche A term loan,
maturing August 2006, (ii) a $150 million Tranche B term loan, maturing May
2007, (iii) a $175 million Tranche C term loan, maturing August 2006, and (iv)
a $100 million Revolving Facility, maturing August 2006.

The lenders' commitment to make loans under the Revolving Facility
automatically and permanently reduce, beginning in August 2004, in eight
quarterly reductions (the amount of each of the first two reductions, $5.0
million, the next four reductions, $10.0 million, and the last two reductions,
$25.0 million). The Tranche A and Tranche C Term Loans are required to be
repaid, beginning in February 2002, in eighteen consecutive quarterly
installments (the amount of each of the first four installments, $4,375,000,
the next four installments, $6,562,500, the next four installments,
$8,750,000, the next four installments, $10,937,500, and the last two
installments, $26,250,000). The Tranche B Term Loan is required to be repaid
beginning in February 2002, in twenty-one consecutive quarterly installments
(the amount of the first sixteen installments, $375,000, the next four
installments, $7.5 million, and the last installment, $114.0 million).

Loans accrue interest, at the Obligor's option, at (i) (a) the LIBOR rate
(as defined per the credit agreement) plus (b) the Applicable Rate (Loans
bearing interest described in (i), "Eurodollar Loans") or (ii) (a) the higher

F-20

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Period from March 6, 1997 (inception) to December 31, 1997 and years ended
December 31, 1998 and 1999

of (1) the Administrative Agent's prime rate or (2) the Federal Funds
Effective Rate (as defined per the Credit Agreement) plus 0.5%, plus (b) the
Applicable Rate (Loans bearing interest described in (ii), "ABR Loans"). The
Applicable Rate means, with respect to the Tranche B Term Loan, 2.00% per
annum, in the case of an ABR Loan, and 3.00% per annum, in the case of a
Eurodollar Loan, and, with respect to Tranche A and C Term Loans and the
Revolving Facility, a rate between 0.0% and 1.25% per annum (dependent upon
the Obligor's leverage ratio, or ratio of end-of-period debt to earnings
before interest, taxes, depreciation, and amortization ("EBITDA")) in the case
of an ABR Loan, and a rate between 1.00% and 2.25% per annum (dependent upon
the Obligor's leverage ratio), in the case of a Eurodollar Loan. A per annum
rate equal to 2% plus the rate otherwise applicable to such Loan will be
assessed on past due principal amounts, and accrued interest payable in
arrears.

The Facility provides for an annual commitment fee between .375% and .75%
to be paid on undrawn commitments under the Tranche A and C Term Loans and the
Revolver Facility (dependent upon the level of drawn commitments). The Obligor
incurred commitment fees of approximately $2 million in both 1998 and 1999.
Under the Facility, the Obligor must also fix or limit the interest cost with
respect to at least 50% of its total outstanding indebtedness. At December 31,
1999, approximately 85% of the outstanding debt was fixed. At December 31,
1999 committed availability under the Facility was $450 million.

All obligations of the Obligor under the Facilities are unconditionally and
irrevocably guaranteed by each existing and subsequently acquired or organized
domestic subsidiary of the Company. Borrowings under the Facility, and any
related hedging contracts provided by the lenders thereunder, are
collateralized by a first priority lien on substantially all of the assets of
the Company and each existing and subsequently acquired or organized domestic
subsidiary of the Company, including a first priority pledge of all the
capital stock held by Holdings, or any of its subsidiaries, provided that the
pledge of shares of foreign subsidiaries may be limited to 65% of the
outstanding shares of such foreign subsidiaries. The PCS Licenses will be held
by one or more single purpose subsidiaries of the Company and will not be
pledged to secure the obligations of the Company under the Facility, although
the equity interests of such subsidiaries will be pledged thereunder. Each
single purpose subsidiary will not be allowed, by the Company, to incur any
liabilities or obligations other than the Bank Facility Guarantee issued by
it, the security agreement entered into by it in connection with the Facility,
and, in the case of any single purpose subsidiary established to hold real
estate, liabilities incurred in the ordinary course of business of such
subsidiary which are incident to being the lessee of real property of the
purchaser, owner or lessee of equipment, and taxes and other liabilities
incurred in the ordinary course in order to maintain its existence.

The Facility contains financial and other covenants, customary for a
facility of this type, including covenants relating to the population covered
by the Company's network, number of subscribers and level of service revenue
generated, the amount of indebtedness that the Company may incur including
customary representations, warranties, indemnities and conditions precedent to
borrowing, limitations on dividends, distributions, redemptions and
repurchases of capital stock, and events of default.

The Term Loans are required to be prepaid, and commitments under the
Revolving Facility reduced, in an aggregate amount equal to (i) 50% of excess
cash flow of each fiscal year commencing with the fiscal year ending December
31, 2001, (ii) 100% of the net proceeds of asset sales, outside the ordinary
course of business, or otherwise precluded, (iii) unused insurance proceeds,
as defined per the Credit Agreement, (iv) 100% of net cash proceeds received
from additional debt issuance, over and above the first $150.0 million (senior
and/or subordinated) which the Company may subsequently incur pursuant to the
build-out of its PCS network, and (v) 50% of the net cash proceeds received
from additional equity issuances other than (1) in connection with certain
Equity Commitments, and (2) in the case of (iv) and (v), if, after giving
effect to such issuance(s), (a) the Company's ratio of senior debt to EBITDA
is less than 5 to 1 and (b) the Company is in pro forma compliance with
required Credit Facility covenants.

F-21

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Period from March 6, 1997 (inception) to December 31, 1997 and years ended
December 31, 1998 and 1999

Loans under the Facility are available to fund capital expenditures related
to the construction of the Company's PCS network, the acquisition of related
businesses, working capital needs of the Company, subscriber acquisition
costs, and other permitted business activities, as defined per the Credit
Agreement. All indebtedness under the Facility constitutes debt which is
senior to the Company's 11% Senior Subordinated Discount Notes.

(11) Subordinated Debt

On May 7, 1998, Triton completed an offering (the "Offering") of $512
million of 11% Senior Subordinated Discount Notes ("the Notes"), pursuant to
Rule 144A of the Securities Act of 1933, as amended. The net proceeds of the
Offering (after deducting an Initial Purchaser's Discount of $9 million) were
approximately $291 million.

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

Triton's publicly held notes may be redeemed at the option of Triton, in
whole or in part, at various points in time after May 1, 2003 at redemption
prices specified in the indenture governing the notes plus accrued and unpaid
interest, if any.

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

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

The debt principal begins to mature in 2003 and is fully repaid in 2008.

(12) Income Taxes

There was no income tax benefit recorded in 1999. The income tax benefit
for the year ended December 31, 1998 consists of the following:

Current Deferred Total
------- -------- ------

US Federal....................................... $-- $7,054 $7,054
State............................................ $-- $ 482 $ 482
---- ------ ------
$-- $7,536 $7,536
---- ------ ------

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

1998 1999
------ ------

U.S. Federal statutory rate............................ 35.00% 35.00%
State income taxes, net of federal benefit............. 0.80% 0.00%
Change in federal valuation allowance.................. (16.56%) (34.12%)
Other, net............................................. (0.53%) (0.88%)
------ ------
Effective Tax Rate..................................... 18.71% 0.00%
====== ======

F-22

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Period from March 6, 1997 (inception) to December 31, 1997 and years ended
December 31, 1998 and 1999

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

1998 1999
------- -------

Deferred tax assets:
Non-deductible accrued liabilities.......................... $ 1,049 $ 411
Capitalized startup costs................................... 2,736 2,176
Deferred gain............................................... -- 12,465
Net operating loss carryforward............................. 16,022 76,607
------- -------
19,807 91,659
Valuation allowance........................................... (8,506) (66,684)
Net deferred tax assets................................... 11,301 24,975
------- -------
Deferred liabilities
Intangible assets........................................... 21,438 23,173
Capitalized interest........................................ 1,150 1,139
Depreciation and amortization............................... 376 12,326
------- -------
Deferred tax liabilities.................................. 22,964 36,638
------- -------
Net deferred tax liabilities.................................. $11,663 $11,663
======= =======

In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred
tax assets will not be realized. The ultimate realization of deferred tax
assets is dependent upon the generation of future taxable income during the
periods in which those temporary differences become deductible. Management
believes it is more likely than not the Company will realize the benefits of
the deferred tax assets, net of the existing valuation allowance at December
31, 1999.

(13) Fair Value Of Financial Instruments

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

December 31,
-------------------------------------
1998 1999
------------------ ------------------
Estimated Estimated
Carrying fair Carrying fair
amount value amount value
-------- --------- -------- ---------
(in thousands)

Interest rate swaps....................... -- 623 -- 2,547
Long-term debt:
Subordinated debt....................... 313,648 239,355 350,639 363,512
Bank term loan.......................... 150,000 150,000 150,000 150,000
Capital leases............................ 2,322 2,322 5,274 5,274
Marketable securities..................... 23,612 23,612 -- --

F-23

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Period from March 6, 1997 (inception) to December 31, 1997 and years ended
December 31, 1998 and 1999

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

The fair value of marketable securities is estimated based on quoted market
prices. We did not hold any marketable securities at December 31, 1999. At
December 31, 1998, marketable securities consisted of the following:

Unrealized
Cost Fair value gain (loss)
------- ---------- -----------
(in thousands)

Available for sale
securities:
Debt securities due in
one year or less....... $23,612 $23,612 --

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

The Company enters into interest rate swaps to hedge against the effect of
interest rate fluctuation on the variable portion of its debt. We do not hold
or issue financial instruments for trading or speculative purposes. A 100
basis point fluctuation in market rates would not have a material effect on
the Company's overall financial condition.

As of December 31, 1999 the Company had two interest rate swap transactions
outstanding as follows:

Fixed Variable Net
Term Notional Rate Rate Receivable Fair Value
---- ----------- ----- -------- ---------- ----------

12/8/98-12/4/03............... $35,000,000 4.805% 6.12% $33,272 $1,154,014
12/8/98-12/4/03............... $40,000,000 4.760% 6.12% $39,325 $1,393,070

As of December 31, 1999, aggregate non-amortizing swap notional was $75
million. The Company pays a fixed rate and receives 3-Month USD-LIBOR-BBA. Net
interest positions are settled quarterly. Swap counter-parties are major
commercial banks.

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

(14) Related-Party Transactions

The Company is associated with Triton Cellular Partners L.P. (Triton
Cellular) by virtue of certain management overlap. As part of this
association, certain costs are incurred on behalf of Triton Cellular and
subsequently reimbursed to the Company.

Such costs totaled $148,000, $482,000 and $2.2 million during 1997, 1998
and 1999, respectively. In addition, pursuant to an agreement between the
Company and Triton Cellular, allocations for management services rendered are
charged to Triton Cellular. Such allocations totaled $469,000 and $505,000 for
1998 and 1999, respectively. The outstanding balance at December 31, 1998 and
1999 was $951,000 and $1.0 million, respectively. The Company expects
settlement of these outstanding charges during 2000.

F-24

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Period from March 6, 1997 (inception) to December 31, 1997 and years ended
December 31, 1998 and 1999

In January 1998, we entered into a master service agreement with a related
party pursuant to which the related party will provide Triton with radio
frequency design and system optimization support services.

In February 1998, Triton entered into a credit facility for which
affiliates of certain investors serve as agent and lenders. In connection with
execution of the credit facility, the agent and lenders receive customary fees
and expenses.

In May 1998, Triton consummated a private offering of senior subordinated
notes. Affiliates of several cash investors were initial purchasers in the
private offering and received a placement fee of $6.3 million.

(15) Commitments And Contingencies

(a) Leases

The Company has entered into various leases for its offices, land for cell
sites, cell sites, and furniture and equipment under capital and operating
leases expiring through 2027. The Company has various capital lease
commitments of approximately $5.3 million as of December 31, 1999. As of
December 31, 1999, the future minimum rental payments under these lease
agreements having an initial or remaining term in excess of one year were as
follows:

Operating Capital
--------- -------
(in thousands)

2000.......................................................... $ 21,755 $1,582
2001.......................................................... 21,247 1,572
2002.......................................................... 20,709 1,475
2003.......................................................... 19,236 1,115
2004.......................................................... 7,288 297
Thereafter.................................................... 116,754 --
-------- ------
Total....................................................... $206,989 6,041
========
Interest expense.............................................. 767
------
Net present value of future payments.......................... 5,274
Current portion of capital lease obligation................... 1,277
------
$3,997
======

Rent expense under operating leases was $3.0 million and $13.2 million for
the year ended December 31, 1998 and 1999, respectively.

(b) Litigation

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

F-25

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Period from March 6, 1997 (inception) to December 31, 1997 and years ended
December 31, 1998 and 1999

(16) Preferred Stock And Shareholders' Equity

(a) Capital Contributions

On February 4, 1998, pursuant to the Securities Purchase Agreement, the
Company issued $140.0 million of equity to certain institutional investors and
management shareholders in exchange for irrevocable capital commitments
aggregating $140.0. The Securities Purchase Agreement provided that the cash
contributions be made to the Company. The Company directed that all cash
contributions subsequent to the initial cash contributions be made directly to
Triton. All contributions have been received as of December 31, 1999.

(b) Preferred Stock

The Series A preferred stock ("Series A") is convertible into common stock
at the option of the holders after the 8th anniversary of its issuance. The
conversion rate for each share of Series A is equal to its accreted value
divided by the then fair market value of the Company's common stock.

The holders of the Series A are entitled to 10% cumulative annual
dividends, payable quarterly. At December 31, 1999, cumulative dividends
accrued and classified as a component of preferred stock in the accompanying
balance sheet are $15.6 million. The Company may defer payment of the
dividends until the 42nd payment due date, at which time all deferred dividend
payments must be made. The Series A is redeemable at its accreted value at the
option of the Company after the 10th anniversary of its issuance. The Series A
is redeemable at the option of the holders after the 20th anniversary of its
issuance. The Series A and the Series B preferred stock ("Series B") are on a
parity basis with respect to dividend rights and rights on liquidation and
senior to all other classes of preferred or common stock of the Company. The
Series A holders do not have any voting rights, except as required by law or
in certain circumstances, but have the right to nominate one director.

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

The Series C Preferred Stock ("Series C") converted into Class A common
stock on a 23:1 basis, subject to adjustments, in connection with Triton's
initial public offering.

In December 1998, the Company redeemed from a certain equity investor, and
simultaneously sold for the same amount to certain other equity investors,
approximately 35,600 shares of the Company's Series C Preferred Stock for
approximately $3,560,000.

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

In September 1999, the company sold to certain directors and an officer,
subject to stock purchase agreements, an aggregate of 3,400 shares of Series C
preferred stock for a purchase price of $100.00 per share. Compensation
expense of $0.8 million was recorded based on the estimated fair value at the
date of issuance.

F-26

TRITON PCS HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS--(Continued)

Period from March 6, 1997 (inception) to December 31, 1997 and years ended
December 31, 1998 and 1999

In October 1999, the board of directors approved a 23-for-1 stock split of
its common stock effective immediately prior to the initial public offering.
All common stock share data have been retroactively adjusted to reflect this
change.

(d) Initial Public Offering

On October 27, 1999, the Company completed an initial public offering of
shares of its Class A common stock and raised approximately $190.2 million,
net of $16.8 million of costs. Affiliates of Affordable Housing Community
Development Corporations and J.P. Morgan Investment Corporation, each of which
beneficially owns more than 5% of the Company's stock, served as underwriters
and received underwriter's fees in connection with the initial public
offering.

(17) 401(K) Savings Plan

The Company sponsors a 401(k) Savings Plan which permits employees to make
contributions to the Savings Plan on a pre-tax salary reduction basis in
accordance with the Internal Revenue Code. Substantially all full-time
employees are eligible to participate in the next quarterly open enrollment
after 90 days of service. The Company matches a portion of the voluntary
employee contributions. The cost of the Savings Plan charged to expense was
$65,000 in 1998 and $482,400 in 1999.

(18) Supplemental Cash Flow Information

1998 1999
-------- -------
(in thousands)

Cash paid during the year for interest, net of amounts
capitalized.................................................. $ 8,150 $ 4,111
Non-cash investing and financing activities:
Equipment acquired under capital lease obligation........... 2,529 3,456
Capital contribution in connection with conversion ofshort-
term debt to equity........................................ 13,362 --
Issuance of Preferred stock in connection with Norfolk
Acquisition................................................ 14,555 --
Issuance of Preferred stock in connection with AT&T
transaction net of deferred taxes.......................... 100,947 --
Issuance of Preferred stock in connection with
Savannah/Athens Transaction................................ -- 10,432
Capital expenditures included in accounts payable........... 21,027 26,145

F-27

PROSPECTUS

TRITON PCS HOLDINGS, INC.

This prospectus is part of a shelf registration statement which Triton has
filed with the Securities and Exchange Commission. Under the shelf
registration statement, Triton may offer shares of Class A common stock,
shares of preferred stock, and warrants or other rights to purchase shares of
capital stock in one or more offerings up to a total dollar amount of
$160,000,000. In addition, up to 3,400,000 shares of Class A common stock may
be offered by certain selling stockholders.

Under the shelf registration process, we and the selling stockholders may
sell the securities from time to time in one or more separate offerings, in
amounts, at prices and on terms to be determined at the time of sale.

Our Class A common stock is listed on the Nasdaq National Market under the
symbol "TPCS".

In addition to Class A common stock, we also have shares of Class B non-
voting common stock issued and outstanding. The rights of holders of Class A
common stock and Class B non-voting common stock differ with respect to some
aspects of convertibility and voting. We will not offer or sell any shares of
Class B non-voting common stock under this prospectus.

This prospectus provides a general description of the securities that we
may offer. Each time we sell a particular series of preferred stock, shares of
Class A common stock or warrants or other rights, we will provide a prospectus
supplement which will contain the specific terms of the securities being
offered at that time.

The prospectus supplement may add, update or change information contained
in this prospectus. You should read both this prospectus and the prospectus
supplement in conjunction with the additional information described under the
headings "Where You Can Find More Information" and "Information Incorporated
by Reference."

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

Investing in the securities involves risks. See "Risk Factors" beginning on
page 3.

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

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of this prospectus. Any representation to the contrary is
a criminal offense.

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

The securities may be sold directly by us or, in the case of the Class A
common stock, may be sold by the selling stockholders, to our stockholders or
to purchasers or through agents on our behalf or through underwriters or
dealers as designated from time to time. If any agents or underwriters are
involved in the sale of any of these securities, the applicable prospectus
supplement will set forth the names of the agents or underwriters and any
applicable fees, commissions or discounts.

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

The date of this Prospectus is February 2, 2001.

You should rely only on the information contained or incorporated by
reference in this prospectus or any prospectus supplement. We have not
authorized anyone else to provide you with different information. We are
offering these securities only in states where the offer is permitted. You
should not assume that the information in this prospectus or any prospectus
supplement, or information we previously filed with the Securities and
Exchange Commission and incorporate here by reference, is accurate as of any
date other than the date on the front of those documents. Our business,
financial condition, results of operations and prospects may have changed
since that date.

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TABLE OF CONTENTS

Page
----

Prospectus Summary.................. 1
Risk Factors........................ 3
Use of Proceeds..................... 13
Ratio of Earnings to Combined Fixed
Charges and Preferred Stock
Dividends.......................... 13
Description of Capital Stock........ 14
Description of Warrants and Other
Rights............................. 19

Page
----

Selling Stockholders......... 20
Plan of Distribution......... 22
Legal Matters................ 23
Experts...................... 23
Where You Can Find More
Information................. 23
Information Incorporated by
Reference................... 23

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We are a Delaware corporation. Our principal executive offices are located
at 1100 Cassatt Road, Berwyn, Pennsylvania 19312, and our telephone number at
that address is (610) 651-5900. Our World Wide Web site address is
http://www.tritonpcs.com. The information in our web site is not part of this
prospectus.

In this prospectus, "Holdings" refers to Triton PCS Holdings, Inc., "Triton
PCS" refers to Triton PCS, Inc., a wholly-owned subsidiary of Holdings, and
"Triton," "we," "us" and "our" refer to Holdings and its wholly-owned
subsidiaries, unless the context requires otherwise. "AT&T Wireless PCS"
refers to AT&T Wireless PCS, LLC, "AT&T Wireless" refers to AT&T Wireless
Services, Inc. and "AT&T" refers to AT&T Corp.

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

Special Note Regarding Forward-Looking Statements

This prospectus and the information incorporated by reference in this
prospectus contain forward-looking statements that involve substantial risks
and uncertainties. You can identify these statements by forward-looking words
such as "anticipate," "believe," "could," "estimate," "expect," "intend,"
"may," "should," "will" and "would" or similar words. You should read
statements that contain these words carefully because they discuss our future
expectations, contain projections of our future results of operations or of
our financial position or state other "forward-looking" information. We
believe that it is important to communicate our future expectations to our
investors. However, there may be events in the future that we are not able to
accurately predict or control. The factors listed in the "Risk Factors"
section, as well as any cautionary language in this prospectus and documents
incorporated by reference, provide examples of risk, uncertainties and events
that may cause our actual results to differ materially from the expectations
we describe in our forward-looking statements. Before you invest in our
securities, you should be aware that the occurrence of the events described in
these risk factors and elsewhere in this prospectus and in documents
incorporated by reference in this prospectus could have a material adverse
effect on our business, results of operations, financial position and the
value of our securities.

PROSPECTUS SUMMARY

This summary highlights basic information about us. It does not contain all
of the information that is important to you. You should read the entire
prospectus carefully, including the section entitled "Risk Factors," as well as
the information incorporated by reference into this prospectus.

Triton

We are a rapidly growing provider of wireless personal communications
services in the southeastern United States. Our personal communications
services licenses cover approximately 13 million potential customers in a
contiguous geographic area encompassing portions of Virginia, North Carolina,
South Carolina, Tennessee, Georgia and Kentucky. In February 1998, we entered
into a joint venture with AT&T Wireless. As part of the agreement, AT&T
Wireless contributed personal communications services licenses for 20 MHz of
authorized frequencies covering 11 million potential customers within defined
areas of our region in exchange for an equity position in Holdings. Since that
time, we have expanded our coverage area to include an additional 2 million
potential customers through acquisitions and license exchanges with AT&T
Wireless. As part of the transactions with AT&T Wireless, we were granted the
right to be the exclusive provider of wireless mobility services using equal
emphasis co-branding with AT&T within our region. We believe our markets are
strategically attractive because of their proximity to AT&T Wireless's wireless
systems in the Washington, D.C., Charlotte, North Carolina and Atlanta, Georgia
markets, which collectively cover a population of more than 27 million
individuals. Our market location is attractive as we are the preferred provider
of wireless mobility services to AT&T Wireless's digital wireless customers who
roam into our markets. Our strategy is to provide extensive coverage to
customers within our region, to offer our customers coast-to-coast coverage and
to benefit from roaming revenues generated by AT&T Wireless's and other
carriers' wireless customers who roam into our covered area. Our management
team is led by Michael Kalogris and Steven Skinner, the former Chief Executive
Officer and Chief Operating Officer of Horizon Cellular Group, respectively.

Recent Developments

Our network build-out is scheduled for three phases. As of September 30,
2000, we had completed Phase I and Phase II of this build-out and successfully
launched personal communications services in all of our 37 markets. As of
September 30, 2000, our network in these 37 markets included 1,516 cell sites
and seven switches. Since we began offering services in these 37 markets, our
subscriber base and the number of minutes generated by non-Triton subscribers
roaming onto our network have grown dramatically.

From our initial launch of personal communications services in January 1999
to December 31, 2000, our subscriber base has grown from 33,844 subscribers to
446,401 subscribers, with 84,811 additional subscribers alone coming in the
fourth quarter of 2000. Roaming minutes generated by non-Triton subscribers
since January 1999 have increased from approximately 0.7 million minutes per
month to approximately 38.0 million minutes per month, with roaming minutes
rising from 56.5 million minutes in the fourth quarter of 1999 to 110 million
minutes in the fourth quarter of 2000. In addition, our subscriber churn rate
decreased to 1.78% in the fourth quarter of 2000 from 1.94% in the third
quarter of 2000.

We have begun the third phase of our network build-out, which focuses on
covering major highways linking the cities in our licensed area, as well as
neighboring cities where AT&T Wireless and other carriers use compatible
wireless technology. We expect Phase III to be completed by year-end 2001 and
to add an additional 584 cell sites to our network. Upon completion of Phase
III, our network will include approximately 2,100 cell sites and seven switches
and span approximately 18,000 highway miles.

On September 14, 2000, Triton PCS amended and restated its senior secured
credit facility with a group of lenders, increasing aggregate borrowing
capacity to $750.0 million. As of November 30, 2000, Triton PCS had drawn
$315.0 million under its credit facility.

We hold a 39% interest in Lafayette Communications Company L.L.C., a small
business under FCC Guidelines that participated in the FCC 1900 MHz C and F
Block Broadband PCS Auction No. 35, which ended on January 26, 2001. Lafayette
Communications was the winning bidder for 13 10 MHz C Block licenses and one 10
MHz F Block license covering a total population of approximately 6.8 million
people in our current geographic area in Georgia, North Carolina and Virginia,
and its net high bids totaled approximately $170 million. We expect to fund a
senior loan to Lafayette Communications to finance acquisitions of these
licenses, and any such financing will be secured by the underlying assets of
Lafayette Communications. Lafayette Communications guarantees Triton PCS's
obligations under its credit facility, and such senior loan will be pledged to
the lenders under its credit facility.

On January 31, 2001, Lafayette Communications entered into a definitive
agreement to acquire licenses for 10 MHz of spectrum from subsidiaries of
Carolina PCS I Limited Partnership. The licenses for this spectrum encompass
nine basic trading areas covering all of South Carolina and serving
approximately 3.5 million people. We expect to provide acquisition financing to
Lafayette Communications, and any such financing will be secured by the
underlying assets of Lafayette Communications. The transaction is subject to
regulatory approval and certain other closing conditions.

For other recent developments, we refer you to our most recent and future
filings under the Securities Exchange Act of 1934.

RISK FACTORS

An investment in our securities involves a high degree of risk. In addition
to the other information in this prospectus and the documents incorporated and
deemed to be incorporated herein by reference, you should carefully consider
the following risks before making an investment decision. Our business,
financial condition and results of operations could be harmed were any of the
following risks or uncertainties to develop into actual events. In such case,
the value of our securities could decline and you might lose all or part of
your investment.

We expect to continue to incur operating losses.

. market our services successfully;

. achieve our projected market penetration;

. manage customer turnover rates effectively; and

. price our services competitively.

We may not be able to successfully accomplish these tasks, and if we do not,
we may not be able to achieve operating profitability or positive cash flow
from operating activities in the future. Personal communications services
systems have a limited operating history in the United States, and our
operation of these systems in our markets may not become profitable.

If we are not able to complete our personal communications services network,
we may not be successful.

In order for us to complete our personal communications services network
and to provide our wireless communications services to customers throughout
our licensed area, we must successfully:

. lease or otherwise obtain rights to a sufficient number of cell and
switch sites for the location of our base station equipment;

. expand our existing customer service, network management and billing
systems; and

. complete the purchase and installation of equipment, build out the
physical infrastructure and test the network.

These events may not occur on a timely basis or on the cost basis that we have
assumed, or at all. Implementation of the network involves various risks and
contingencies, many of which are not within our control and any of which could
have a material adverse effect on the implementation of our system should
there be delays or other problems.

If AT&T Wireless is not successful as a provider of wireless communications,
we may not be successful.

Our results of operations are highly dependent on our relationship with
AT&T Wireless and AT&T, and the success of their wireless strategy. AT&T
Wireless is subject, to varying degrees, to the economic, administrative,
logistical and other risks set forth in this prospectus. Because we market our
products under the AT&T brand name, our results of operations could be
adversely affected if AT&T Wireless's or AT&T's reputation as a wireless
provider declines.

We depend on our agreements with AT&T and AT&T Wireless for our success, and
we would have difficulty operating without them.

Our results of operations are dependent upon agreements we have entered
into with AT&T and AT&T Wireless in several ways:

. We market our products using equal emphasis co-branding with AT&T in
accordance with a license agreement with AT&T, which we believe provides
us with significant marketing advantages. The license agreement has an
initial five-year term expiring February 2003 and may be terminated if we
fail to comply with any of its material provisions.

. Most of our roaming revenues have historically been derived from AT&T
Wireless's customers traveling through our areas. Our roaming agreement
with AT&T Wireless provides that the per minute roaming rate charges to
AT&T Wireless for its customers roaming onto our network will decline
over the next several years. In addition, the roaming rate charges are
subject to renegotiation by the parties from time to time on or after
September 1, 2005. The roaming agreement has a 20-year term and may be
terminated by AT&T Wireless if we breach any of its material provisions.

Our results of operations would be adversely affected if any of our
agreements with AT&T or AT&T Wireless are terminated.

Our agreements with AT&T Wireless and its affiliates contain stringent
development requirements which, if not met, will result in the loss of some of
our rights under those agreements.

AT&T Wireless may compete with us, which could cause it to obtain subscribers
who otherwise might use our AT&T-licensed services.

Our inability to effectively manage our planned rapid growth could adversely
affect our operations.

Our future growth may require additional significant capital, and our
substantial indebtedness could impair our ability to fund our capital
requirements.

We will require substantial capital to complete the build-out of our
network and continue to market our personal communications services. Actual
amounts of the funds we require may vary materially from our estimated capital
requirements. We would require additional funds in the event of significant
departures from our current business plan, unforeseen delays, cost overruns,
unanticipated expenses, regulatory changes, engineering design changes and
other technological risks or if we acquire additional licenses. We engage,
from time to time, in discussions with AT&T Wireless regarding possible
acquisitions of additional personal communications services licenses from
them. We may also engage in discussions regarding future acquisitions of
cellular licenses within our currently licensed area. Sources of funding for
our further financing requirements may include any or all of the following:

. vendor financing;

. public offerings or private placements of equity and debt securities;

. commercial bank loans;

. additional capital contributions from equity investors; and

. equipment lease financing.

We have substantial indebtedness, and servicing our indebtedness could reduce
funds available to grow our business.

We are highly leveraged. As of November 30, 2000, we had total consolidated
indebtedness of $708.9 million, and after giving effect to our offering of 9
3/8% senior subordinated notes due 2011 on January 19, 2001, our total
consolidated indebtedness would be $1.1 billion. Our high level of
indebtedness could interfere with our ability to grow. For example, it could: