UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2002

Commission File Number 000-30761

UbiquiTel Inc.(Exact name of Co-Registrant as specified in its charter)

|Delaware(State of incorporation)                                                        |  | 23-3017909(I.R.S. Employer Identification No.)
|--------------------------------------------------------------------------------------- |  | ----------------------------------------------
|                                                                                        |  |                                               
|One West Elm Street, Suite 400, Conshohocken, PA(Address of principal executive office) |  | 19428(Zip code)                               
|                                                                                        |  |                                               
|Co-Registrant's telephone number:(610) 832-3300                                        
|                                                                                        |  |                                               
|Commission File Number 333-39950                                                       
|                                                                                        |  |                                               
|UbiquiTel Operating Company(Exact name of Co-Registrant as specified in its charter)   
|                                                                                        |  |                                               
|Delaware(State of incorporation)                                                        |  | 23-3024747(I.R.S. Employer Identification No.)
|                                                                                        |  |                                               
|One West Elm Street, Suite 400, Conshohocken, PA(Address of principal executive office) |  | 19428(Zip code)                               
|                                                                                        |  |                                               
|Co-Registrant's telephone number:(610) 832-3300                                        

Indicate
by check mark whether each of the co-registrants (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that each co-registrant was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes ý        No o

There
were 81,431,848 shares of common stock, $.0005 par value, of UbiquiTel Inc. outstanding at November 8, 2002.

There
were 1,000 shares of common stock, $.01 par value, of UbiquiTel Operating Company outstanding at November 8, 2002, all of which were owned by UbiquiTel Inc.

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UbiquiTel Inc. and Subsidiaries
Form 10-Q for the Quarter Ended September 30, 2002
INDEX

|                              |  |                                                                                                                   |  | Page
|----------------------------- |  | ----------------------------------------------------------------------------------------------------------------- |  | ----
|PART I. FINANCIAL INFORMATION |  |                                                                                                                  
|Item 1.                       |  | Financial Statements                                                                                              |  |     
|                              |  | Consolidated Balance Sheets as of September 30, 2002 (unaudited) and December 31, 2001                            |  | 4   
|                              |  | Consolidated Statements of Operations for the three and nine months ended September 30, 2002 and 2001 (unaudited) |  | 5   
|                              |  | Consolidated Statements of Cash Flows for the nine months ended September 30, 2002 and 2001 (unaudited)           |  | 6   
|                              |  | Notes to Consolidated Financial Statements                                                                        |  | 7   
|Item 2.                       |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                             |  | 14  
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                                        |  | 31  
|Item 4.                       |  | Controls and Procedures                                                                                           |  | 32  
|PART II. OTHER INFORMATION    |  |                                                                                                                  
|Item 1.                       |  | Legal Proceedings                                                                                                 |  | 33  
|Item 2.                       |  | Changes in Securities and Use of Proceeds                                                                         |  | 33  
|Item 3.                       |  | Defaults Upon Senior Securities                                                                                   |  | 33  
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                                               |  | 33  
|Item 5.                       |  | Other Information                                                                                                 |  | 33  
|Item 6.                       |  | Exhibits and Reports on Form 8-K                                                                                  |  | 33  
|Signatures                    |  | 34                                                                                                               
|Certifications                |  | 35                                                                                                               

2

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Explanatory Note:

The Consolidated Financial Statements included herein are that of UbiquiTel Inc. ("UbiquiTel"). The Co-Registrants are UbiquiTel and UbiquiTel
Operating Company ("Operating Company"), which is a wholly-owned subsidiary of UbiquiTel and the issuer of 14% Senior Subordinated Discount Notes due 2010 (the "Notes"). UbiquiTel has provided a full,
unconditional, joint and several guaranty of Operating Company's obligations under the Notes. UbiquiTel has no operations separate from its investment in Operating Company. Pursuant to
Rule 12h-5 of the Securities Exchange Act, no separate financial statements and other disclosures concerning Operating Company other than narrative disclosures set forth in
Note 6 to the Consolidated Financial Statements have been presented herein. As used herein and except as the context otherwise may require, the "Company," "we," "us," "our" or "UbiquiTel"
means, collectively, UbiquiTel, Operating Company and all of their consolidated subsidiaries.

3

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PART I. FINANCIAL INFORMATION

ITEM 1. Financial Statements

UbiquiTel Inc. and Subsidiaries
Consolidated Balance Sheets
(In Thousands, Except Per Share Data)

|                                     |                                                                                                                                                                                                 | September 30, 2002          |                                            | December 31, 2001 |        
|------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | ------------------------------------------ | ----------------- | -------
|
|ASSETS                               |                                                                                                                                                                                                 |                             |                                            |                   |        
|CURRENT ASSETS:                      |                                                                                                                                                                                                 |                             |                                            |                   |        
|                                     | Cash and cash equivalents                                                                                                                                                                       |                             | $                                          | 77,601            |        
|                                     | Restricted cash                                                                                                                                                                                 |                             |                                            | 4,026             |        
|                                     | Accounts receivable, net of allowance for doubtful accounts of $4,028 at
        September 30, 2002 and $4,244 at December 31, 2001                                                             |                             |                                            | 17,857            |        
|                                     | Inventory                                                                                                                                                                                       |                             |                                            | 3,038             |        
|                                     | Prepaid expenses and other assets                                                                                                                                                               |                             |                                            | 21,863            |        
|                                     |                                                                                                                                                                                                 |                             |                                            |                   |        
|                                     |                                                                                                                                                                                                 | Total current assets        |                                            |                   | 124,385
|PROPERTY AND EQUIPMENT, NET          |                                                                                                                                                                                                 |                             | 281,800                                    |                   |        
|CONSTRUCTION IN PROGRESS             |                                                                                                                                                                                                 |                             | 10,392                                     |                   |        
|DEFERRED FINANCING COSTS, NET        |                                                                                                                                                                                                 |                             | 13,228                                     |                   |        
|GOODWILL                             |                                                                                                                                                                                                 |                             | 38,138                                     |                   |        
|INTANGIBLE ASSETS, NET               |                                                                                                                                                                                                 |                             | 80,806                                     |                   |        
|OTHER LONG-TERM ASSETS               |                                                                                                                                                                                                 |                             | 4,026                                      |                   |        
|                                     |                                                                                                                                                                                                 |                             |                                            |                   |        
|                                     |                                                                                                                                                                                                 |                             | Total assets                               |                   | $      
|                                     |                                                                                                                                                                                                 |                             |                                            |                   |        
|LIABILITIES AND STOCKHOLDERS' EQUITY |                                                                                                                                                                                                 |                             |                                            |                   |        
|CURRENT LIABILITIES:                 |                                                                                                                                                                                                 |                             |                                            |                   |        
|                                     | Accounts payable                                                                                                                                                                                |                             | $                                          | 10,158            |        
|                                     | Accrued expenses                                                                                                                                                                                |                             |                                            | 18,643            |        
|                                     | Accrued compensation and benefits                                                                                                                                                               |                             |                                            | 2,912             |        
|                                     | Deferred revenue                                                                                                                                                                                |                             |                                            | 8,334             |        
|                                     | Interest payable                                                                                                                                                                                |                             |                                            | 2,050             |        
|                                     | Current portion of long-term debt                                                                                                                                                               |                             |                                            | 747               |        
|                                     | Other                                                                                                                                                                                           |                             |                                            | 8,646             |        
|                                     |                                                                                                                                                                                                 |                             |                                            |                   |        
|                                     |                                                                                                                                                                                                 | Total current liabilities   |                                            |                   | 51,490 
|                                     |                                                                                                                                                                                                 |                             |                                            |                   |        
|LONG-TERM DEBT                       |                                                                                                                                                                                                 |                             | 449,526                                    |                   |        
|OTHER LONG-TERM LIABILITIES          |                                                                                                                                                                                                 |                             | 4,201                                      |                   |        
|                                     |                                                                                                                                                                                                 |                             |                                            |                   |        
|                                     |                                                                                                                                                                                                 | Total long-term liabilities |                                            |                   | 453,727
|                                     |                                                                                                                                                                                                 |                             |                                            |                   |        
|                                     |                                                                                                                                                                                                 |                             | Total liabilities                          |                   |        
|                                     |                                                                                                                                                                                                 |                             |                                            |                   |        
|COMMITMENTS AND CONTINGENCIES        |                                                                                                                                                                                                 |                             |                                            |                   |        
|STOCKHOLDERS' EQUITY:                |                                                                                                                                                                                                 |                             |                                            |                   |        
|                                     | Preferred stock, par value $0.001 per share; 10,000 shares authorized;
        0 shares issued and outstanding at September 30, 2002 and
        December 31, 2001                              |                             |                                            |                  |        
|                                     | Common stock, par value $0.0005 per share; 240,000 shares authorized;
        81,232 and 81,116 shares issued and outstanding at September 30, 2002
        and December 31, 2001, respectively |                             |                                            | 41                |        
|                                     | Additional paid-in-capital                                                                                                                                                                      |                             |                                            | 295,099           |        
|                                     | Accumulated deficit                                                                                                                                                                             |                             |                                            | (247,582          | )      
|                                     |                                                                                                                                                                                                 |                             |                                            |                   |        
|                                     |                                                                                                                                                                                                 | Total stockholders' equity  |                                            |                   | 47,558 
|                                     |                                                                                                                                                                                                 |                             |                                            |                   |        
|                                     |                                                                                                                                                                                                 |                             | Total liabilities and stockholders' equity |                   | $      
|                                     |                                                                                                                                                                                                 |                             |                                            |                   |        

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

4

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UbiquiTel Inc. and Subsidiaries
Consolidated Statements of Operations
(Unaudited)
(In Thousands, Except Per Share Data)

|                                                                           |                                                                                                                       | Three Months Ended
September 30, |         | Nine Months Ended
September 30, |       
|-------------------------------------------------------------------------- | --------------------------------------------------------------------------------------------------------------------- | -------------------------------- | ------- | ------------------------------- | ------
|
|REVENUES:                                                                  |                                                                                                                       |                                  |         |                                 |       
|                                                                           | Service revenue                                                                                                       |                                  | $       | 58,901                          |       
|                                                                           | Revenue from sale of handsets                                                                                         |                                  |         | 1,570                           |       
|                                                                           |                                                                                                                       |                                  |         |                                 |       
|                                                                           |                                                                                                                       | Total revenues                   |         |                                 | 60,471
|COSTS AND EXPENSES:                                                        |                                                                                                                       |                                  |         |                                 |       
|                                                                           | Cost of service and operations (exclusive of
        depreciation and amortization as shown
        separately below) |                                  |         | 37,468                          |       
|                                                                           | Cost of products sold                                                                                                 |                                  |         | 7,778                           |       
|                                                                           | Selling and marketing                                                                                                 |                                  |         | 16,492                          |       
|                                                                           | General and administrative expenses excluding
        non-cash compensation charges                                   |                                  |         | 6,751                           |       
|                                                                           | Non-cash compensation for general and
        administrative matters                                                  |                                  |         | 95                              |       
|                                                                           | Depreciation and amortization                                                                                         |                                  |         | 13,946                          |       
|                                                                           |                                                                                                                       |                                  |         |                                 |       
|                                                                           |                                                                                                                       | Total costs and expenses         |         |                                 | 82,530
|                                                                           |                                                                                                                       |                                  |         |                                 |       
|OPERATING LOSS                                                             |                                                                                                                       |                                  | (22,059 | )                               |       
|INTEREST INCOME                                                            |                                                                                                                       |                                  | 396     |                                 |       
|INTEREST EXPENSE                                                           |                                                                                                                       |                                  | (11,855 | )                               |       
|OTHER INCOME (EXPENSE)                                                     |                                                                                                                       |                                  | 140     |                                 |       
|                                                                           |                                                                                                                       |                                  |         |                                 |       
|LOSS BEFORE INCOME TAXES                                                   |                                                                                                                       |                                  | (33,378 | )                               |       
|INCOME TAX BENEFIT                                                         |                                                                                                                       |                                  | 2,896   |                                 |       
|                                                                           |                                                                                                                       |                                  |         |                                 |       
|NET LOSS                                                                   |                                                                                                                       | $                                | (30,482 | )                               | $     
|                                                                           |                                                                                                                       |                                  |         |                                 |       
|BASIC AND FULLY DILUTED NET LOSS PER
    SHARE OF COMMON STOCK             |                                                                                                                       | $                                | (0.38   | )                               | $     
|                                                                           |                                                                                                                       |                                  |         |                                 |       
|BASIC AND FULLY DILUTED
    WEIGHTED-AVERAGE OUTSTANDING
    COMMON SHARES |                                                                                                                       |                                  | 81,222  |                                 |       
|                                                                           |                                                                                                                       |                                  |         |                                 |       

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

5

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UbiquiTel Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)
(In Thousands)

|                                                                                                    |                                                                       | Nine Months Ended
September 30, 2002      |         | Nine Months Ended
September 30, 2001 |        
|--------------------------------------------------------------------------------------------------- | --------------------------------------------------------------------- | ----------------------------------------- | ------- | ------------------------------------ | -------
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                               |                                                                       |                                           |         |                                      |        
|Net loss                                                                                            |                                                                       | $                                         | (91,301 | )                                    | $      
|Adjustments to reconcile net loss to net cash used in
    operating activities:                     |                                                                       |                                           |         |                                      |        
|                                                                                                    | Amortization of deferred financing costs                              |                                           |         | 2,637                                |        
|                                                                                                    | Amortization of intangible assets                                     |                                           |         | 12,254                               |        
|                                                                                                    | Depreciation                                                          |                                           |         | 25,424                               |        
|                                                                                                    | Interest accrued on senior subordinated debt                          |                                           |         | 20,438                               |        
|                                                                                                    | Non-cash compensation from stock options granted to
        employees |                                           |         | 284                                  |        
|                                                                                                    | Deferred taxes                                                        |                                           |         | (2,357                               | )      
|                                                                                                    | Gain on sale of equipment                                             |                                           |         | (114                                 | )      
|Changes in operating assets and liabilities exclusive of
    acquisitions and capital expenditures: |                                                                       |                                           |         |                                      |        
|                                                                                                    | Accounts receivable                                                   |                                           |         | (1,906                               | )      
|                                                                                                    | Inventory                                                             |                                           |         | 1,653                                |        
|                                                                                                    | Prepaid expenses and other assets                                     |                                           |         | (12,564                              | )      
|                                                                                                    | Accounts payable and accrued expenses                                 |                                           |         | 10,903                               |        
|                                                                                                    |                                                                       |                                           |         |                                      |        
|                                                                                                    |                                                                       | Net cash used in operating activities     |         |                                      | (34,649
|                                                                                                    |                                                                       |                                           |         |                                      |        
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                               |                                                                       |                                           |         |                                      |        
|                                                                                                    | Capital expenditures                                                  |                                           |         | (41,629                              | )      
|                                                                                                    | Change in restricted cash                                             |                                           |         | 1,157                                |        
|                                                                                                    | Acquisition costs                                                     |                                           |         |                                     |        
|                                                                                                    | Cash received on sale of equipment                                    |                                           |         | 114                                  |        
|                                                                                                    |                                                                       |                                           |         |                                      |        
|                                                                                                    |                                                                       | Net cash used in investing activities     |         |                                      | (40,358
|                                                                                                    |                                                                       |                                           |         |                                      |        
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                               |                                                                       |                                           |         |                                      |        
|                                                                                                    | Drawings under senior secured credit facility                         |                                           |         | 30,000                               |        
|                                                                                                    | Long-term debt payments                                               |                                           |         |                                     |        
|                                                                                                    | Capital lease and other long-term liabilities payments                |                                           |         | (1,033                               | )      
|                                                                                                    | Deferred financing costs                                              |                                           |         | (1,170                               | )      
|                                                                                                    | Proceeds from issuance of common stock                                |                                           |         | 67                                   |        
|                                                                                                    |                                                                       |                                           |         |                                      |        
|                                                                                                    |                                                                       | Net cash provided by financing activities |         |                                      | 27,864 
|                                                                                                    |                                                                       |                                           |         |                                      |        
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                                           |                                                                       |                                           | (47,143 | )                                    |        
|CASH AND CASH EQUIVALENTS, beginning of period                                                      |                                                                       |                                           | 124,744 |                                      |        
|                                                                                                    |                                                                       |                                           |         |                                      |        
|CASH AND CASH EQUIVALENTS, end of period                                                            |                                                                       | $                                         | 77,601  |                                      | $      
|                                                                                                    |                                                                       |                                           |         |                                      |        
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW
    INFORMATION:                                               |                                                                       |                                           |         |                                      |        
|                                                                                                    | Cash paid for interest                                                |                                           | $       | 11,062                               |        
|SUPPLEMENTAL DISCLOSURE OF NON-CASH
    INVESTING AND FINANCING ACTIVITIES:                         |                                                                       |                                           |         |                                      |        
|                                                                                                    | Network assets acquired but not yet paid                              |                                           |         | 1,000                                |        
|                                                                                                    | Warrants exercised                                                    |                                           |         |                                     |        
|                                                                                                    | Capital leases entered into                                           |                                           |         |                                     |        
|ASSETS AND LIABILITIES ACQUIRED IN NON-CASH
    TRANSACTION (NOTE 7):                               |                                                                       |                                           |         |                                      |        
|                                                                                                    | Assets acquired                                                       |                                           |         |                                     |        
|                                                                                                    | Liabilities assumed                                                   |                                           |         |                                     |        

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

6

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UbiquiTel Inc. and Subsidiaries
Notes to Consolidated Financial Statements
(Unaudited)

1.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation of Unaudited Interim Financial Information

The consolidated financial information as of September 30, 2002 and for the three and nine months ended September 30, 2002 and 2001 is unaudited,
but has been prepared in accordance with generally accepted accounting principles for interim financial information and Article 10 of Regulation S-X. Accordingly, they do not
include all the information and footnotes required by generally accepted accounting principles. In the opinion of management, the interim data includes all adjustments, consisting only of normal
recurring adjustments, that are considered necessary for fair presentation of the Company's interim results. Operating results for the three and nine months ended September 30, 2002 are not
necessarily indicative of results that may be expected for the entire year. This financial information should be read in conjunction with the audited financial statements and notes thereto for the
year ended December 31, 2001 of UbiquiTel which are included in its Annual Report on Form 10-K for the year ended December 31, 2001.

Principles of Consolidation and Use of Estimates

The accompanying financial statements include the accounts of UbiquiTel Inc. and its subsidiaries (see Note 2). All significant intercompany
balances and transactions have been eliminated.

The
preparation of financial statements in conformity with generally accepted accounting principles requires us to make estimates and assumptions. These estimates and assumptions affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. These assumptions also affect the reported amounts of
revenue and expenses during the reporting periods. Actual results could differ from those estimates and assumptions.

New Accounting Pronouncements

In June 2002, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 146, "Accounting for
Costs Associated with Exit or Disposal Activities," which requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a
commitment to an exit or disposal plan. The provisions of this Statement are effective for exit or disposal activities initiated after December 31, 2002 and are not expected to have a material
effect on the Company's results of operations, financial position or cash flows.

In
April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections as
of April 2002" ("SFAS No. 145"), which rescinded or amended various existing standards. One change addressed by this Statement pertains to treatment of extinguishments of debt as an
extraordinary item. SFAS No. 145 rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt," and states that an extinguishment of debt cannot be classified as an
extraordinary item unless it meets the unusual or infrequent criteria outlined in Accounting Principles Board ("APB") Opinion No. 30, "Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions" ("APB No. 30"). The provisions of SFAS 145 are effective for fiscal years beginning after
May 15, 2002 and provide that extinguishments of debt that were previously classified as an extraordinary item in prior periods that do not meet the criteria in APB No. 30 for
classification as an extraordinary item shall be reclassified. The adoption of SFAS No. 145 is not expected to have a material effect on the Company's results of operations, financial position
or cash flows.

7

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In
August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144"). This Statement
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and For Long-Lived Assets to be Disposed Of" ("SFAS No. 121"), and the accounting and
reporting provisions of APB No. 30. However, certain provisions of SFAS No. 121 and APB No. 30 have been maintained. The Company adopted SFAS No. 144 effective
January 1, 2002. The adoption did not have a material effect on the Company's results of operations, financial position or cash flows.

In
June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations" ("SFAS No. 143"). This Statement establishes common accounting practices
relating to legal obligations
associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development or normal operation of a long-lived asset. The Company
will adopt SFAS No. 143 on January 1, 2003. The adoption is not expected to have a material effect on the Company's results of operations, financial position or cash flows.

In
June 2001, the FASB issued SFAS No. 141, "Business Combinations" ("SFAS No. 141"), and SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS
No. 142"). SFAS No. 141 requires all business combinations initiated after June 30, 2001 to be accounted for using the purchase method of accounting. SFAS No. 142, which
was adopted by the Company effective January 1, 2002, requires that goodwill and certain intangible assets resulting from business combinations entered into prior to June 30, 2001 no
longer be amortized, but instead be reviewed for recoverability. Any write-down of goodwill would be charged to results of operations as a cumulative change in accounting principle upon
adoption of the new accounting standard if the recorded value of goodwill and certain intangibles exceeds its fair value. The adoption of SFAS No. 142 will reduce the amortization of goodwill
by approximately $0.6 million for the twelve months ending December 31, 2002; however, recoverability reviews may result in periodic write-downs subsequent to the date of adoption.

The
following table presents the results of operations if goodwill were not amortized as of January 1, 2001:

|                                      |  | Three Months Ended
September 30, |         | Nine Months Ended
September 30, |  
|------------------------------------- |  | -------------------------------- | ------- | ------------------------------- | -
|
|
|Reported net loss                     |  | $                                | (30,482 | )                               | $
|Add: Goodwill amortization            |  |                                  |        |                                 |  
|                                      |  |                                  |         |                                 |  
|Adjusted net loss                     |  | $                                | (30,482 | )                               | $
|                                      |  |                                  |         |                                 |  
|Basic and diluted earnings per share: |  |                                  |         |                                 |  
|Reported net loss per share           |  | $                                | (0.38   | )                               | $
|Add: Goodwill amortization per share  |  |                                  |        |                                 |  
|                                      |  |                                  |         |                                 |  
|Adjusted net loss per share           |  | $                                | (0.38   | )                               | $
|                                      |  |                                  |         |                                 |  

Reclassifications

Certain prior year amounts have been reclassified to conform with current year presentation.

2.    ORGANIZATION AND NATURE OF BUSINESS

UbiquiTel Inc. and Subsidiaries ("UbiquiTel" or the "Company") was formed for the purpose of becoming the exclusive provider of Sprint Personal
Communications Services ("PCS") in certain defined midsize and smaller markets in the western and midwestern United States.

8

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In
October 1998, UbiquiTel L.L.C. (a Washington state limited liability company), whose sole member was The Walter Group, entered into an agreement with Sprint PCS for no
consideration given for the exclusive rights to market Sprint's 100% digital, 100% PCS products and services to the approximately one million residents in the Reno/Tahoe, Nevada market. UbiquiTel
L.L.C. had no financial transactions from its inception (August 24, 1998) to September 29, 1999. On September 29, 1999, UbiquiTel Inc. (formerly "UbiquiTel
Holdings, Inc.") was incorporated in Delaware. On November 1, 1999, the Company entered into a founders' agreement and issued common stock to a group of five shareholders including The
Walter Group. In November 1999, UbiquiTel L.L.C. assigned all of its material contracts, including the rights to the Sprint PCS agreements, to UbiquiTel. On December 28, 1999, UbiquiTel
amended its agreement with Sprint PCS to expand the Company's markets to include the northern California, Spokane/Montana, southern Idaho/Utah/Nevada and southern Indiana/Kentucky markets, which
together with the Reno/Tahoe markets, contain approximately 7.7 million residents.

On
November 9, 1999, UbiquiTel Operating Company (a Delaware corporation, formerly a Delaware limited liability company) ("Operating Company"), was formed to serve as the
operating company for UbiquiTel Inc. Also, on March 17, 2000, UbiquiTel Leasing Company (a Delaware corporation) was formed to serve as the leasing company for UbiquiTel Inc.

On
February 22, 2001, UbiquiTel entered into a merger agreement for the acquisition of VIA Wireless LLC, a California limited liability company and PCS affiliate of Sprint ("VIA
Wireless"). Upon the closing of the merger agreement, as amended and restated, on August 13, 2001, VIA Wireless became a wholly owned subsidiary of UbiquiTel through a series of mergers and
related transactions. In the transaction, shareholders of the members of VIA Wireless and certain employees of VIA Wireless received in the aggregate 16,400,000 shares of UbiquiTel's common stock, and
UbiquiTel assumed approximately $80.1 million of debt and incurred transaction costs of approximately $10.7 million. On October 17, 2001, UbiquiTel sold the VIA Wireless
California PCS licenses for $50.0 million in cash, resulting in net debt assumed in the acquisition of $30.1 million. VIA Wireless was the exclusive provider of Sprint PCS digital
wireless services to the central valley of California, which covers approximately 3.4 million licensed residents. On February 21, 2001, in connection with the acquisition, UbiquiTel
amended its agreement with Sprint PCS to expand its markets to include the six VIA Wireless basic trading areas (BTAs) included under VIA Wireless' former affiliation agreement with Sprint PCS,
including Bakersfield, Fresno, Merced, Modesto, Stockton and Visalia, California, which went into effect at the closing of the acquisition. On December 31, 2001, through a series of mergers,
certain corporate members of VIA Wireless merged into the sole remaining member, VIA Holding Inc., which had become a wholly owned subsidiary of Operating Company effective immediately after
the acquisition of VIA Wireless in August 2001.

The
consolidated financial statements contain the financial information of UbiquiTel Inc. and its subsidiaries, Operating Company, UbiquiTel Leasing Company, VIA
Holding Inc., VIA Wireless LLC and VIA Building, LLC.

3.    BASIC AND DILUTED NET LOSS PER SHARE

The Company computes net loss per common share in accordance with SFAS No. 128, "Earnings per Share" ("SFAS No. 128"). Under the provisions of SFAS
No. 128, basic and diluted net loss per common share is computed by dividing the net loss available to common shareholders for the period by the weighted average number of shares of common
stock outstanding. In accordance with SFAS No. 128, incremental potential common shares from stock options have been excluded in the calculation of diluted loss per share since the effect would
be antidilutive. Accordingly, the number of weighted average shares outstanding as well as the amount of net loss per share are the same for basic and diluted per share calculations for the periods
reflected in the accompanying financial statements.

9

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The
following table summarizes the securities outstanding, which are excluded from the loss per share calculation, as amounts would have an antidilutive effect.

|              |  | Three Months Ended
September 30, |  | Nine Months Ended
September 30,
|------------- |  | -------------------------------- |  | -------------------------------
|
|Stock options |  | 5,586,000                        |  | 4,611,000                      
|Warrants      |  | 3,665,183                        |  | 3,665,183                      
|              |  |                                  |  |                                
|Total         |  | 9,251,183                        |  | 8,276,183                      
|              |  |                                  |  |                                

4.    PROPERTY AND EQUIPMENT

Property and equipment consisted of the following (in thousands):

|                               |                             | September 30, 2002 |         | December 31, 2001 |  
|------------------------------ | --------------------------- | ------------------ | ------- | ----------------- | -
|Network equipment              |                             | $                  | 308,152 |                   | $
|Vehicles                       |                             |                    | 1,268   |                   |  
|Furniture and office equipment |                             |                    | 10,706  |                   |  
|Leasehold improvements         |                             |                    | 3,630   |                   |  
|Land                           |                             |                    | 130     |                   |  
|Buildings                      |                             |                    | 4,670   |                   |  
|                               |                             |                    |         |                   |  
|                               |                             |                    | 328,556 |                   |  
|Accumulated depreciation       |                             |                    | (46,756 | )                 |  
|                               |                             |                    |         |                   |  
|                               | Property and equipment, net |                    | $       | 281,800           |  
|                               |                             |                    |         |                   |  

Depreciation
expense was approximately $9.1 million and $6.3 million for the three months ended September 30, 2002 and 2001, respectively, and approximately
$25.4 million and $11.9 million for the nine months ended September 30, 2002 and 2001, respectively.

5.    LONG-TERM DEBT

Long-term debt outstanding as of September 30, 2002 and December 31, 2001 was as follows (in thousands):

|                                                   |                           | September 30, 2002 |         | December 31, 2001 |  
|-------------------------------------------------- | ------------------------- | ------------------ | ------- | ----------------- | -
|14% senior subordinated discount notes             |                           | $                  | 300,000 |                   | $
|                                                   | Less: Discount            |                    |         | (87,108           | )
|                                                   | Less: Detachable warrants |                    |         | (12,029           | )
|Senior secured credit facility                     |                           |                    | 245,000 |                   |  
|Capital lease obligations                          |                           |                    | 704     |                   |  
|Building mortgage and other long-term liabilities  |                           |                    | 3,706   |                   |  
|                                                   |                           |                    |         |                   |  
|                                                   | Total long-term debt      |                    |         | 450,273           |  
|                                                   | Less: Current maturities  |                    |         | 747               |  
|                                                   |                           |                    |         |                   |  
|Total long-term debt, excluding current maturities |                           | $                  | 449,526 |                   | $
|                                                   |                           |                    |         |                   |  

The
interest rates for the senior secured credit facility ranged from 5.2% to 6.6% during the nine months ended September 30, 2002.

On
April 11, 2000, Operating Company issued 14% senior subordinated discount notes. See Note 6 for additional information.

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On
March 31, 2000, Operating Company entered into a $250.0 million senior secured credit facility with Paribas, as administrative agent, and certain banks and other
financial institutions as parties thereto,
which was guaranteed by UbiquiTel. The credit facility consisted of a revolving loan of up to $55.0 million, a term loan A of $120.0 million and a term loan B of $75.0 million.

On
March 1, 2001, Operating Company and Paribas and the other lenders under the senior credit facility entered into a second amendment and consent to the credit agreement, whereby
the lenders increased the $250.0 million credit facility by $50.0 million to $300.0 million, and approved UbiquiTel's acquisition of VIA Wireless, including Operating Company's
subordinated bridge financing of up to $25.0 million to VIA Wireless pending the closing of the transaction. See Note 7 for a description of the VIA Wireless acquisition. The additional
borrowing increased the term loan B to $125.0 million.

The
revolving loan and term loan A will mature in October 2007 and the term loan B will mature in October 2008. The term loans A and B are required to be repaid beginning
in June 2004 in fourteen and eighteen consecutive quarterly installments, respectively. The amount of each of the quarterly consecutive installments increases incrementally in accordance with
the credit facility agreement. The amount that can be borrowed and outstanding under the revolving loan reduces in eight quarterly reductions of approximately $6.9 million beginning with
December 2005.

In
the event Operating Company voluntarily prepays any of the term loan B prior to March 1, 2003, it is required to pay a prepayment premium of 1% of the principal amount then
being repaid. After March 1, 2003, Operating Company's voluntary prepayment of the term loan B will not be subject to a prepayment premium.

Operating
Company may borrow funds as either a base rate loan with an interest rate of prime plus 2.00% for the revolving loan and term loan A and prime plus 2.50% for term loan B or a
Eurodollar Loan with an interest rate of the London Interbank Offered Rate, commonly referred to as LIBOR, plus 3.25% for the revolving loan and term loan A and plus 4.25% for term loan B. In
addition, an unused credit facility fee ranging from 0.75% to 1.375% will be charged quarterly on the average unused portion of the facility. In conjunction with the closing of the credit facility in
April 2000 and the increase in the facility in March 2001, the Company incurred financing fees of approximately $9.9 million which are being amortized over the term of the credit
facility. In conjunction with the amendment of the credit facility in July 2002, the Company incurred financing fees of approximately $1.2 million.

In
August 2001, the Company paid $69.6 million to the Rural Telephone Finance Cooperative to retire VIA Wireless' outstanding senior credit facility and paid
$5.8 million to the Federal Communications Commission in repayment of the outstanding notes of VIA Wireless for the purchase of its FCC licenses for Fresno, Merced, Modesto, Stockton and
Visalia, California, Johnstown, Pennsylvania, and Ada, Oklahoma.

VIA
Wireless had a mortgage in the amount of $3.9 million on the date of acquisition. The mortgage relates to a building and land that were purchased by VIA Wireless and had a
balance of approximately $3.7 million at September 30, 2002. The mortgage carries a fixed interest rate of 6.99%
and is payable in monthly installments of approximately $37,000. The mortgage is due to be repaid in full by April 2015.

On
July 17, 2002, the Company entered into an amendment to its senior credit agreement. The amendment primarily adjusted certain financial covenants, provided for new financial
covenants regarding minimum cash balances and minimum consolidated EBITDA (each as defined in the credit facility), and imposed additional conditions on the availability of drawings under the
$55.0 million revolving line of credit. Beginning with the three months ended September 30, 2002, the Company must meet the following financial and operating covenants: minimum levels
for subscribers, revenues, cash balances and network coverage, and maximum capital spending limits; and also must achieve

11

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financial ratios including total debt to adjusted EBITDA and senior debt to adjusted EBITDA (each as defined in the credit facility). Beginning with the three months ending June 30, 2004, the
Company also must achieve minimum EBITDA and meet additional financial ratios including interest coverage to EBITDA, total debt to EBITDA and senior debt to EBITDA (each as defined in the credit
facility), among other restrictions. Beginning with the three months ending March 31, 2006, the Company also must maintain a fixed charge coverage ratio (as defined in the credit facility). As
of September 30, 2002, the Company believes it is in compliance with all financial and operational covenants associated with its senior credit facility and senior subordinated discount notes.

6.    WHOLLY-OWNED OPERATING SUBSIDIARY

On April 11, 2000, Operating Company issued 14% senior subordinated discount notes (the "Notes") with a maturity value of $300.0 million and
warrants to purchase 3,579,000 shares of common stock of UbiquiTel at an exercise price of $11.37 per share under Section 4(2) of the Securities Act of 1933. In August 2000, the Notes
and warrants were registered with the Securities and Exchange Commission. The Notes were issued at a discount and generated approximately $152.3 million in gross proceeds. The value assigned
from the proceeds to the warrants was approximately $15.9 million. The proceeds have been used to fund capital expenditures relating to the network build-out and operating losses.
The Notes have a ten-year maturity and will accrete in value until April 15, 2005 at an interest rate of 14%. Interest will become payable semiannually beginning on
October 15, 2005. Up to 35% of the Notes may be redeemable on or prior to April 15, 2003 from net proceeds of one or more public equity offerings, other than UbiquiTel's initial public
offering in June 2000. Any remaining Notes will be redeemable on or after April 15, 2005.

The
indenture governing the Notes contains customary covenants, including covenants limiting indebtedness, dividends and distributions on, and redemptions and repurchases of, capital
stock and other similar payments, the acquisition and disposition of assets, and transactions with affiliates or related persons. The indenture governing the Notes provides for customary events of
default, including cross defaults, judgment defaults and events of bankruptcy.

UbiquiTel
has fully and unconditionally guaranteed Operating Company's obligations under the Notes. UbiquiTel has no operations separate from its investment in Operating Company.

7.    ACQUISITION OF VIA WIRELESS LLC

On February 22, 2001, UbiquiTel entered into a merger agreement for the acquisition of VIA Wireless, a privately-held PCS affiliate of Sprint.
Upon the closing of the merger agreement, as amended and restated, on August 13, 2001, VIA Wireless became a wholly owned subsidiary of UbiquiTel through a series of mergers and related
transactions. In the transaction, shareholders of the members of VIA Wireless and certain employees of VIA Wireless received in the aggregate 16,400,000 shares of UbiquiTel's common stock valued at
approximately $122.0 million, and UbiquiTel assumed approximately $80.1 million of debt and incurred transaction costs of approximately $10.7 million. The total purchase price and
transaction costs were approximately $212.8 million. On October 17, 2001, UbiquiTel sold the VIA Wireless California PCS licenses for $50.0 million in cash, resulting in net debt
assumed in the acquisition of $30.1 million. VIA Wireless was the exclusive provider of Sprint PCS digital wireless services to the central valley of California. The acquisition has been
accounted for as a purchase and accordingly the operating results of VIA Wireless and its subsidiary have been included in the statement of operations from the date of acquisition.

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UbiquiTel
has obtained an independent valuation of certain assets of VIA Wireless to allocate the purchase price. The result of the valuation is as follows (in thousands):

|Net tangible assets             |  | $ | 68,480 
|------------------------------- |  | - | -------
|Sprint PCS management agreement |  |   | 79,121 
|Subscriber base acquired        |  |   | 13,950 
|California PCS licenses         |  |   | 50,000 
|                                |  |  
|                                |  | $ | 211,551
|                                |  |  

As
a result of the acquisition, the Company allocated a portion of the purchase to goodwill in the amount of $27.3 million. Because the Company has adopted SFAS No. 142,
this goodwill is not subject to amortization. The subscriber base acquired was initially being amortized over 36 months, which represented the estimated average life of a subscriber in that
market. Effective April 1, 2002, however, the Company changed the amortization period to 20 months as a result of an updated estimate of average subscriber life resulting from higher
customer turnover in this market. The Sprint PCS management agreement is being amortized over 18 years, which approximates the remaining life of the initial term of the Sprint PCS agreement
covering the VIA Wireless service area.

The
unaudited pro forma financial information below presents the results of operations as if the acquisition had occurred as of January 1, 2001 and is not necessarily indicative
of future results or actual results that would have been achieved had the acquisition occurred at January 1, 2001.

|                                             |  | Three Months Ended
September 30, 2001 |         | Nine Months Ended
September 30, 2001 |  
|-------------------------------------------- |  | ------------------------------------- | ------- | ------------------------------------ | -
|
|Total revenues                               |  | $                                     | 37,278  |                                      | $
|Operating loss                               |  |                                       | (29,009 | )                                    |  
|Net loss                                     |  |                                       | (35,960 | )                                    |  
|Net loss per common share, basic and diluted |  | $                                     | (0.44   | )                                    | $

8.    INCOME TAXES

The Company's effective income tax rate for the interim periods presented is based on management's estimate of the Company's effective tax rate for the applicable
year and differs from the federal statutory income tax rate primarily due to nondeductible permanent differences and state income taxes. During the three and nine months ended September 30,
2002, the Company has recorded tax benefits of $2.9 million and $8.7 million, respectively. Approximately $2.1 million and $6.3 million of the tax benefit recorded during
the three and nine months ended September 30, 2002, respectively, are expected to be
monetized in the first half of 2003 as the Company expects to carryback 2002 net operating losses from its wholly owned VIA Holding subsidiary to realize a federal income tax refund for taxes that had
been previously paid by one of the acquired VIA Wireless member companies. Approximately $0.8 million and $2.4 million of the income tax benefit recorded during the three and nine months
ended September 30, 2002, respectively, represents the anticipated recognition of the Company's net operating loss carryforwards that have reduced the net deferred tax liability on the
Company's balance sheet. The income tax benefit is being recognized based on an assessment of the combined expected future taxable losses of the Company and expected reversals of the temporary
differences from the VIA Wireless acquisition.

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

Forward-Looking Statements

This Quarterly Report on Form 10-Q includes forward-looking statements that involve known and unknown risks, uncertainties and other factors.
Our actual results could differ materially from the results anticipated in these forward-looking statements. Investors are referred to the documents filed by UbiquiTel with the Securities and Exchange
Commission, specifically the most recent filings which identify important risk factors that could cause actual results to differ from those contained in the forward-looking statements, including, but
not limited to:



These
and other applicable risks are described under the caption "BusinessRisk Factors" and elsewhere in UbiquiTel's Annual Report on Form 10-K for the
fiscal year ended December 31, 2001 filed with the Securities and Exchange Commission, and under the caption "Liquidity and Capital ResourcesFactors That May Affect Liquidity and
Operating Results" and elsewhere in this Item 2.

Overview

In October 1998, UbiquiTel L.L.C., a limited liability company whose sole member was The Walter Group, entered into a management agreement with Sprint PCS
whereby it became the PCS affiliate of Sprint with the exclusive right to provide 100% digital, 100% PCS services under the Sprint and Sprint PCS brand names in the Reno/Tahoe market. In
November 1999, UbiquiTel L.L.C. assigned the management and related agreements to UbiquiTel Inc. UbiquiTel L.L.C. had no operations or financial transactions prior to the assignment of
these agreements to UbiquiTel. In December 1999, we expanded

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our management agreement with Sprint PCS to include additional markets in the western and midwestern United States for markets under the agreement with a total of 7.7 million residents.

Until
June 30, 2000, we were a development stage company with very limited operations and revenues, significant losses and substantial capital requirements. In 2000, Operating
Company entered into a $250.0 million senior credit facility in March and sold 300,000 units in April consisting of senior subordinated discount notes and warrants to purchase an aggregate of
3,579,000 shares of UbiquiTel common stock for gross proceeds of approximately $152.3 million. Additionally, we acquired Sprint PCS' Spokane, Washington PCS network and related assets for
$35.5 million in cash in April 2000. We completed our initial public offering of common stock in 2000 in which we sold 12,500,000 shares in June and an additional 780,000 shares upon
exercise of a portion of the underwriters' overallotment option in July for gross proceeds of approximately $106.2 million. In November 2000, we launched our Reno/Tahoe market and in
December 2000, we launched our northern Utah market.

During
the first half of 2001, we launched our remaining markets with deployment dates in 2001, including northern California, Nevada, southern Idaho, southern Utah, southern Indiana and
Kentucky. In February 2001, we entered into a merger agreement to acquire another PCS affiliate of Sprint, VIA Wireless LLC, the exclusive Sprint PCS provider to the central valley of
California market. We completed the mergers and related transactions in August 2001, issuing 16.4 million shares of common stock to the former VIA Wireless owners, assuming approximately
$80.1 of debt and incurring transaction costs of approximately $10.7 million. In October 2001, we sold VIA Wireless' California PCS licenses to VoiceStream Wireless for
$50.0 million in cash, resulting in net debt assumed in the VIA Wireless acquisition of $30.1 million. Concurrently with the acquisition, we amended our senior credit facility to
increase our borrowing availability to $300.0 million and amended our Sprint PCS management agreement to include the central valley of California market with a total of 3.4 million
residents, bringing our licensed resident population under the agreement to approximately 11.1 million.

As
of September 30, 2002, we had approximately 234,600 subscribers. As of September 30, 2002, our network covered approximately 7.6 million residents which
represents approximately 68% of the licensed population in our markets.

From
our inception on September 29, 1999 through September 30, 2002, we have incurred losses of approximately $247.6 million. We expect to continue to incur
significant operating losses and to generate significant negative cash flow through at least 2003 while we continue to build our customer base. Through September 30, 2002, we incurred
approximately $246.8 million of capital expenditures, exclusive of approximately $79.6 million worth of network equipment acquired as part of the Spokane market and VIA Wireless
purchases.

As
a PCS affiliate of Sprint, we do not own the licenses to operate our network and instead pay Sprint PCS for the use of its licenses. Under our management agreement with Sprint PCS,
Sprint PCS is entitled to receive 8.0% of all collected revenue from Sprint PCS subscribers based in our markets and fees from wireless service providers other than Sprint PCS when their subscribers
roam into our network. We are entitled to 100% of revenues collected from the sale of handsets and accessories from our stores and on roaming revenues received when Sprint PCS customers from a
different territory make a wireless call on our PCS network. We are responsible for building, owning and managing the portion of the Sprint PCS network located in our markets under the Sprint and
Sprint PCS brand names. Sprint PCS invested approximately $90.0 million for the PCS licenses in our markets and incurred additional expenses for microwave clearing. Our results of operations
are dependent on Sprint PCS' network and, to a lesser extent, on the networks of other affiliates of Sprint PCS.

As
a PCS affiliate of Sprint, we purchase a full suite of support services from Sprint PCS. We have access to these services during the term of our management agreement unless Sprint PCS
provides us at least nine months' advance notice of its intention to terminate any particular service. We are purchasing customer billing and collections, customer care, subscriber activation
including credit

15

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verification, handset logistics, network operations control center monitoring, national platform interconnectivity, voice mail, directory assistance and operator services, long distance and roaming
clearinghouse services. If Sprint PCS significantly increases the amount it charges us for any of these services, our operating expenses will increase and our operating income, earnings before
interest, taxes, depreciation, amortization and non-cash compensation (EBITDA) and available cash would be reduced. If Sprint PCS terminates any of these services, our operations may be
interrupted or restricted.

Critical Accounting Policies

We rely on the use of estimates and make assumptions that impact our financial condition and results. These estimates and assumptions are based on historical
results and trends as well as our forecasts as to how these might change in the future. Some of the most critical accounting policies that might materially impact our results include:



Reserve for Doubtful AccountsEstimates are used in determining our allowance for bad debt and are based both on our historical collection experience,
current trends and credit policy and on a percentage of our accounts receivables by aging category. In determining these percentages, we look at historical write-offs of our receivables
and our history is limited. We also look at current trends in the credit quality of our customer base and changes in the credit policies. Under the Sprint PCS service plans, customers who do not meet
certain credit criteria can nevertheless select any plan offered subject to an account spending limit, referred to as ASL, to control credit exposure. Account spending limits range from $125 to $200
depending on the credit quality of the customer. Prior to May 2001, all of these customers were required to make a deposit ranging from $125 to $200 that could be credited against future
billings. In May 2001, the deposit requirement was eliminated on all credit classes ("NDASL"). As a result, a significant amount of our new customer additions have been under the
NDASL program. On November 15, 2001, the NDASL program was replaced by the "Clear Pay Program," which re-instated the deposit requirement for the lowest credit class and featured
increased back-office controls with respect to credit collection efforts. We re-implemented deposit requirements for all new sub-prime credit quality subscribers on
the Clear Pay program in late February 2002 and we believe that this policy will reduce our future bad debt exposure. If these estimates are insufficient for any reason, our operating income,
EBITDA and available cash would be reduced.

Reserve
for Obsolete/Excess InventoryWe record a reserve for obsolete or excess handset and accessories inventory for models and accessories that are no longer manufactured,
for defective models and accessories that have been returned by customers and a percentage of second generation handsets and accessories. With the migration to the third generation ("1XRTT") network,
we will need to continue to monitor the depletion of our current inventory levels. If we do not deplete the inventory that is not capable of providing 1XRTT services, we may have to increase our
reserve for any remaining obsolete or excess inventory due to lower realizable retail prices on those handsets. If the estimate of obsolete inventory is understated, operating income and EBITDA would
be reduced.



We record equipment revenue for the sale of handsets and accessories to customers in our retail stores. We do not record equipment revenue on handsets and
accessories sold to local indirect agents, or purchased by our customers from national third party retailers such as Radio Shack, Best Buy and Circuit City, or directly from Sprint PCS. Our customers
pay an activation fee when they initiate service. We defer this activation fee along with related activation expenses and record activation fee revenue and activation expense over the average life of
our customers, which we estimate to be 30 months. We estimate the average life of customers based on our historical monthly rate of customer turnover expressed as the percentage of customers of
the beginning customer base that both voluntarily

16

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and involuntarily disconnected service during the month. We recognize service revenue from our customers and roamers as they use the service. Additionally, we provide a reduction of recorded revenue
for billing adjustments and billing corrections.



Purchase price accounting requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair market value of the assets and
liabilities purchased. In our recording of the purchase of VIA Wireless, we engaged a nationally recognized valuation expert to assist us in determining the fair value of these assets and liabilities.
Included in the asset valuation for this purchase was the valuation of three intangible assets: the VIA Wireless subscriber base, the right to be the exclusive provider of Sprint PCS services in the
markets in which VIA Wireless operates and the California PCS licenses subsequently sold to VoiceStream Wireless. For the subscriber base a useful life of 20 months has been assigned effective
April 1, 2002. For the period from the date of acquisition (August 13, 2001) to March 31, 2002, the subscriber base was amortized using a useful life of 36 months. For the
right to provide service under the Sprint PCS management agreement, a useful life of 18 years has been assigned. In April 2000, we acquired the Spokane, Washington market from Sprint
PCS. Included in the asset valuation for this purchase was the Sprint PCS customer base for this market. For the subscriber base a useful life of 33 months has been assigned effective
April 1, 2002. For the period from the date of acquisition in April 2000 to March 31, 2002, the subscriber base was amortized using a useful life of 60 months. Each
intangible asset will be amortized over its respective useful life.

Effective
January 1, 2002, we adopted Statement of Financial Accounting Standards ("SFAS") No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142"), which
requires that goodwill and certain intangible assets resulting from business combinations entered into prior to June 30, 2001 no longer be amortized, but instead be reviewed for recoverability.
Any write-down of goodwill would be charged to results of operations as a cumulative change in accounting principle upon adoption of the new accounting standard if the recorded value of
goodwill and certain intangibles exceeds its fair value. The adoption of SFAS No. 142 will reduce the amortization of goodwill by approximately $0.6 million for the twelve months ending
December 31, 2002; however, recoverability reviews may result in periodic write-downs subsequent to the date of adoption. We will assess on an annual basis the fair values of the reporting
units housing the goodwill and intangibles and, if necessary, assess on an interim basis for any impairments. Any write-offs would result in a charge to earnings and a reduction in equity
in the period taken.



As part of the process of preparing our consolidated financial statements, we are required to estimate our taxes in each of the jurisdictions of operation. This
process involves management estimating the actual current tax expense together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes. These
differences result in deferred tax assets and liabilities, which are included within the consolidated balance sheet. We then must assess the likelihood
that the deferred tax assets will be recovered from future taxable income and, to the extent recovery is not likely, we must establish a valuation allowance. Future taxable income depends on the
ability to generate income in excess of allowable deductions. To the extent we establish a valuation allowance or increase this allowance in a period, an expense is recorded within the tax provision
in the consolidated statement of operations. Significant management judgment is required in determining the provision for income taxes, deferred tax assets and liabilities and any valuation allowance
recorded against net deferred tax assets. In the event that actual results differ from these estimates or we adjust these estimates in future periods, we may need to establish a valuation allowance
that could materially impact our financial condition and results of operations.

17

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New Accounting Pronouncements

In June 2002, the Financial Accounting Standards Board ("FASB") issued SFAS No. 146, "Accounting for Costs Associated with Exit or Disposal
Activities," which requires companies to recognize costs associated with exit or disposal activities when they are incurred rather than at the date of a commitment to an exit or disposal plan. The
provisions of this Statement are effective for exit or disposal activities initiated after December 31, 2002 and are not expected to have a material effect on our results of operations,
financial position or cash flows.

In
April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No. 4, 44 and 64, Amendment of FASB Statement No. 13, and Technical Corrections as
of April 2002" ("SFAS No. 145"), which rescinded or amended various existing standards. One change addressed by this Statement pertains to treatment of extinguishments of debt as an
extraordinary item. SFAS No. 145 rescinds SFAS No. 4, "Reporting Gains and Losses from Extinguishment of Debt," and states that an extinguishment of debt cannot be classified as an
extraordinary item unless it meets the unusual or infrequent criteria outlined in Accounting Principles Board ("APB") Opinion No. 30, "Reporting the Effects of Disposal of a Segment of a
Business, and Extraordinary, Unusual and Infrequently Occurring Events and Transactions" ("APB No. 30"). The provisions of SFAS 145 are effective for fiscal years beginning after
May 15, 2002 and provide that extinguishments of debt that were previously classified as an extraordinary item in prior periods that do not meet the criteria in APB No. 30 for
classification as an extraordinary item shall be reclassified. The adoption of SFAS No. 145 is not expected to have a material effect on our results of operations, financial position or cash
flows.

In
August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144"). This Statement
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and For Long-Lived Assets to be Disposed Of" ("SFAS No. 121"), and the accounting and
reporting provisions of APB No. 30. However, certain provisions of SFAS No. 121 and APB No. 30 have been maintained. We adopted SFAS No. 144 effective January 1,
2002. The adoption did not have a material effect on our results of operations, financial position or cash flows.

In
June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations" ("SFAS No. 143"). This Statement establishes common accounting practices
relating to legal obligations associated with the retirement of tangible long-lived assets that result from the acquisition, construction, development or normal operation of a
long-lived asset. We will adopt SFAS No. 143 on January 1, 2003. The adoption is not expected to have a material effect on our results of operations, financial position or
cash flows.

In
June 2001, the FASB issued SFAS No. 141, "Business Combinations" ("SFAS No. 141"), and, as described above, SFAS No. 142. SFAS No. 141 requires all
business combinations initiated after June 30, 2001 to be accounted for using the purchase method of accounting.

18

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Results of Operations

Analysis of the three months ended September 30, 2002 compared to the three months ended September 30, 2001

On August 13, 2001, we acquired another PCS affiliate of Sprint, VIA Wireless LLC, the exclusive Sprint PCS provider to the central valley of California
market. The transaction was accounted for as a purchase and accordingly the operating results of VIA Wireless have been included in the statement of operations from the date of acquisition. We added
approximately 50,500 subscribers as a result of the acquisition.

Terms
such as customer additions, churn, average revenue per user and cost per gross addition are metrics used in the wireless communications industry. None of these terms are measures
of financial performance under generally accepted accounting principles in the United States.



As of September 30, 2002, we provided personal communications services to approximately 234,600 customers compared to approximately 131,700 customers as of
September 30, 2001. During the three months ended September 30, 2002, we added approximately 18,800 net additions compared to approximately 39,600 net additions for the prior period.
Also during the three months ended September 30, 2002, we wrote off approximately 1,980 non-revenue generating subscribers as part of the subscriber validation tests performed while
implementing a new subscriber reporting system. The decrease in net customers acquired was primarily due to an increase in the monthly rate of customer turnover.



Churn is the monthly rate of customer turnover expressed as the percentage of customers of the beginning customer base that both voluntarily and involuntarily
discontinued service during the month. Churn is computed by dividing the number of customers that discontinued service during the month, net of 30 day returns, by the beginning customer base
for the period. Churn for the three months ended September 30, 2002 was approximately 4.3%, compared to 2.9% for the three months ended September 30, 2001. The increase in churn was
primarily the result of an increase in the amount of VIA Wireless and sub-prime credit quality customers whose service was involuntarily discontinued during the three months ended
September 30, 2002 as compared to the three months ended September 30, 2001.



An important operating metric in the wireless industry is average revenue per user (ARPU). ARPU summarizes the average monthly service revenue per customer,
excluding roaming revenue. ARPU is computed by dividing subscriber revenue by the average subscribers for the period. During the three months ended September 30, 2002 and 2001, our ARPU was
approximately $58 and $61, respectively. The decrease in ARPU was primarily due to high end usage and ARPU generating customers acquired from VIA Wireless in August 2001 whose service was
involuntarily discontinued in periods subsequent to the three months ended September 30, 2001.



Cost per gross addition (CPGA) summarizes the average cost to acquire new customers during the period. CPGA is computed by adding the income statement components
of selling and marketing and the cost of equipment, and reducing that amount by the equipment revenue recorded. That net amount is then divided by the gross customers acquired during the period. CPGA
was $474 for the three

19

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months ended September 30, 2002 compared to $387 for the three months ended September 30, 2001. The increase in CPGA primarily resulted from an increase in our commission payments for
prime credit class customers and an increase in handset subsidies and handset upgrade costs that were recorded during the three months ended September 30, 2002.





20

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21

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The cost of products sold included the costs of handsets and accessories and totaled approximately $7.8 million and $7.7 million during the three
months ended September 30, 2002 and 2001, respectively. The cost of handsets exceeds the retail sales price because we subsidize the cost of handsets, consistent with industry practice. The
increase in cost of products sold was primarily attributable to the increase in gross customer additions. Handset subsidies on units sold by third parties totaled approximately $3.0 million and
$2.1 million for the three months ended September 30, 2002 and 2001, respectively.



Selling expenses relate to our distribution channels, sales representatives, sales support personnel, retail stores, advertising programs and commissions. We
incurred expenses of approximately $16.5 million and $13.1 million during the three months ended September 30, 2002 and 2001, respectively. The increase in selling and marketing
expenses was primarily attributable to increases in advertising expenditures.



We incurred general and administrative expenses (excluding non-cash expenses) totaling approximately $6.7 million and $4.2 million
during the three months ended September 30, 2002 and 2001, respectively. General and administrative expenses included approximately $2.8 million and $1.2 million of management fee
expense (defined as 8% of collected revenues) paid to Sprint PCS during the three months ended September 30, 2002 and 2001, respectively. The increase in general and administrative expenses was
primarily attributable to the increase in management fee expense attributable to the increase in our subscriber base and increased compensation and benefits related to the growth in the number of
employees.



During the three months ended September 30, 2002 and 2001, non-cash compensation for general and administrative matters totaled approximately
$0.1 million and $0.1 million, respectively. We apply the provisions of APB Opinion No. 25, "Accounting for Stock Issued to Employees," and related interpretations in accounting
for our equity incentive plan. Unearned stock option compensation is recorded for the difference between the exercise price and the fair market value of our stock at the date of grant and is
recognized as non-cash stock option compensation expense in the period in which the related services are rendered.



Depreciation and amortization expense for the three months ended September 30, 2002 and 2001 totaled approximately $13.9 million and
$7.9 million, respectively. We depreciate our property and equipment using the straight-line method over five to 10 years. A building acquired as part of the VIA Wireless
acquisition is being depreciated using the straight-line method over 30 years. Amortization of intangible assets with finite useful lives is over 20 months to
20 years. The increase in depreciation and amortization expense was primarily due to the expansion of our network build-out, depreciation expense resulting from the tangible assets
associated with the VIA Wireless acquisition in August 2001, and increased amortization from the subscriber base and Sprint PCS management agreement resulting from the VIA Wireless acquisition.



For the three months ended September 30, 2002 and 2001, interest income was approximately $0.4 million and $1.7 million, respectively. The
interest income was generated from cash, cash

22

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equivalents and restricted cash balances. The decrease in interest income was primarily due to lower levels of cash, cash equivalents and restricted cash combined with lower interest rates during the
three months ended September 30, 2002 than during the three months ended September 30, 2001.



Interest expense totaled approximately $11.9 million during the three months ended September 30, 2002. We accrue interest at a rate of 14% per annum
on our senior subordinated discount notes through April 15, 2005 and will pay interest semiannually in cash thereafter. Interest on our senior credit facility was accrued at the London
interbank offered rate, based on contracts ranging from 30 to 180 days. During the three months ended September 30, 2001, interest expense was approximately $10.3 million. The
increase in interest expense was primarily due to higher debt levels during the three months ended September 30, 2002 than during the three months ended September 30, 2001.

Interest
expense also included the amortized amount of deferred financing fees relating to our senior credit facility and senior subordinated discount notes.



For the three months ended September 30, 2002 and 2001, we recognized income tax benefits of $2.9 million and $0, respectively. Approximately
$2.1 million of the tax benefit recorded during the three months ended September 30, 2002 is expected to be monetized in the first half of 2003 as we expect to carryback 2002 net
operating losses from our wholly owned VIA Holding subsidiary to realize a federal income tax refund for taxes that had been previously paid by one of the acquired VIA Wireless member companies. The
remaining $0.8 million tax benefit recorded during the three months ended September 30, 2002 was due to consolidated net operating loss carryforwards that have reduced the net deferred
tax liability on our consolidated balance sheet.



For the three months ended September 30, 2002 and 2001, our net loss was approximately $30.5 million and $29.6 million, respectively.

Analysis of the nine months ended September 30, 2002 compared to the nine months ended September 30, 2001



During the nine months ended September 30, 2002, we added approximately 57,600 net additions compared to approximately 64,600 net additions for the prior
period. During the three months ended September 30, 2002, we wrote off approximately 1,980 non-revenue generating subscribers as part of the subscriber validation tests performed
while implementing a new subscriber reporting system. The decrease in net customers acquired was primarily due to an increase in the monthly rate of customer turnover, offset by an increase in gross
customer additions.



Churn for the nine months ended September 30, 2002 was approximately 4.2%, compared to 2.9% for the nine months ended September 30, 2001. The
increase in churn was primarily the result of an increase in the amount of VIA Wireless and sub-prime credit quality customers whose service was involuntarily discontinued during the nine
months ended September 30, 2002 as compared to the nine months ended September 30, 2001.



During the nine months ended September 30, 2002 and 2001, our ARPU was approximately $58 and $59, respectively. The decrease in ARPU was primarily due to
high end usage and ARPU generating
customers acquired from VIA Wireless in August 2001 whose service was involuntarily discontinued in periods subsequent to the nine months ended September 30, 2001.

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CPGA was $448 for the nine months ended September 30, 2002 compared to $417 for the nine months ended September 30, 2001. The increase in CPGA
primarily resulted from an increase in our commission payments for prime credit class customers and an increase in handset subsidies and handset upgrade costs that were recorded during the nine months
ended September 30, 2002 as compared to the costs incurred during the nine months ended September 30, 2001, offset by an increase in gross customer additions for the nine months ended
September 30, 2002 as compared to the nine months ended September 30, 2001, which reduced fixed costs on a per add basis.



24

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The cost of products sold included the costs of handsets and accessories and totaled approximately $23.7 million and $12.6 million during the nine
months ended September 30, 2002 and 2001, respectively. The increase in cost of products sold was primarily attributable to the increase in our subscriber base and inventory reserves that were
recorded during the nine months ended September 30, 2002. Handset subsidies on units sold by third parties totaled approximately $8.2 million and $3.6 million for the nine months
ended September 30, 2002 and 2001, respectively.



We incurred expenses of approximately $42.3 million and $23.5 million during the nine months ended September 30, 2002 and 2001, respectively.
The increase in selling and marketing expenses was primarily attributable to an increase in gross customer additions.



We incurred general and administrative expenses (excluding non-cash expenses) totaling approximately $19.3 million and $10.2 million
during the nine months ended September 30, 2002 and 2001, respectively. General and administrative expenses included approximately $7.6 million and $1.9 million of management fee
expense (defined as 8% of collected revenues) paid to Sprint PCS during the nine months ended September 30, 2002 and 2001, respectively. The increase in general and administrative expenses was
primarily attributable to the increase in management fee expense attributable to the increase in our subscriber base and increased compensation and benefits related to the growth in the number of
employees.



During the nine months ended September 30, 2002 and 2001, non-cash compensation for general and administrative matters totaled approximately
$0.3 million and $0.3 million, respectively.

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Depreciation and amortization expense for the nine months ended September 30, 2002 and 2001 totaled approximately $37.7 million and
$14.3 million, respectively.



For the nine months ended September 30, 2002 and 2001, interest income was approximately $1.4 million and $8.2 million, respectively. The
decrease in interest income was primarily due to lower levels of cash, cash equivalents and restricted cash combined with lower interest rates during the nine months ended September 30, 2002
than during the nine months ended September 30, 2001.



Interest expense totaled approximately $34.1 million during the nine months ended September 30, 2002. During the nine months ended
September 30, 2001, interest expense was approximately $27.6 million. The increase in interest expense was primarily due to higher debt levels during the nine months ended
September 30, 2002 than during the nine months ended September 30, 2001.



For the nine months ended September 30, 2002 and 2001, we recognized income tax benefits of $8.7 million and $0, respectively. Approximately
$6.3 million of the tax benefit recorded during the nine months ended September 30, 2002 is expected to be monetized in the first half of 2003 as we expect to carryback 2002 net
operating losses from our wholly owned VIA Holding subsidiary to realize a federal income tax refund for taxes that had been previously paid by one of the acquired VIA Wireless member companies. The
remaining $2.4 million tax benefit that was recorded during the nine months ended September 30, 2002 was due to consolidated net operating loss carryforwards that have reduced the net
deferred tax liability on our consolidated balance sheet.



For the nine months ended September 30, 2002 and 2001, our net loss was approximately $91.3 million and $67.7 million, respectively.

Liquidity and Capital Resources

From inception to June 30, 2000, the period during which we were a development-stage company, our activities consisted principally of raising capital,
consummating and supporting our agreements with Sprint PCS, developing the initial design of our PCS network and adding to our management team. Through September 30, 2002, we have principally
relied on the proceeds from equity and debt financings, and to a lesser extent revenues, as our primary sources of capital. During the three month period ended September 30, 2001, we moved from
a construction and build-out phase to an operational phase.

Completion
of our PCS network required substantial capital, of which approximately $246.8 million has been incurred through September 30, 2002 and approximately
$35.0 million in additional capital expenditures is expected to be incurred to complete our required network build-out. Our build-out plan included the installation
and/or acquisition of five switches and 816 radio communications sites by September 30, 2002. As of September 30, 2002, we had 33 retail stores in operation in our markets.

As
of September 30, 2002, we had approximately $81.6 million in cash, restricted cash and cash equivalents. Cash and cash equivalents and cash availability under our senior
credit facility, combined with cash flow from operations, are expected to be sufficient to fund any operating losses and working capital, to meet capital expenditure needs and to service debt
requirements for at least the next two

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years. Due to a number of factors, including the rapidly changing wireless industry, general economic uncertainty, lower than expected new subscriber additions, continuing higher rates of customer
turnover than anticipated, the recent change to the reciprocal travel rate with Sprint PCS to take effect in 2003, and potential changes to the roaming rates, we may attain free cash flow positive a
year or two later than originally projected, which was 2004. Free cash flow is defined as EBITDA minus capital expenditures, cash interest payments and required amortization of principal under the
senior credit facility.

Net
cash used in operating activities was approximately $34.6 million and $39.4 million for the nine months ended September 30, 2002 and 2001, respectively. Net cash
used in operating activities for the nine months ended September 30, 2002 and 2001 was primarily attributable to the operating loss being partly offset by non-cash items and cash
used for working capital.

Net
cash used in investing activities was approximately $40.4 million and $22.7 million for the nine months ended September 30, 2002 and 2001, respectively. For the
nine months ended September 30, 2002, net cash used in investing activities consisted of capital expenditures of approximately $41.6 million offset by a reduction in restricted cash of
approximately $1.1 million and cash received from the sale of equipment of approximately $0.1 million. For the nine months ended September 30, 2001, net cash used in investing
activities of approximately $22.7 million was primarily related to capital expenditures of approximately $103.0 million and acquisition costs of approximately $24.7 million
consisting of an advance to VIA Wireless of $17.0 million under the revolving credit and term loan agreement between Operating Company and VIA Wireless and approximately $7.7 million in
fees and expenses relating to the acquisition of VIA Wireless. Also included in cash used in investing activities for the prior period was an investment of $105.0 million of restricted cash in
short-term securities.

Net
cash provided by financing activities was approximately $27.9 million and $1.4 million for the nine months ended September 30, 2002 and 2001, respectively. For
the nine months ended September 30, 2002, net cash provided by financing activities consisted of $30.0 million in funding under the senior credit facility offset by $1.0 million
in capital lease and other long-term liabilities payments and $1.2 million in deferred financing fees in connection with the July 2002 amendment to the senior credit
facility. For the nine months ended September 30, 2001, net cash provided by financing activities consisted of $80.0 million in funding under the senior credit facility offset by
approximately $75.5 million in long-term debt repayments. Debt repayments included payments made under our capital lease obligations, the pay down of the Rural Telephone Finance
Cooperative senior credit facility of VIA Wireless and the pay down of the outstanding FCC notes assumed in the VIA Wireless acquisition. In addition, we incurred $2.8 million in deferred
financing fees in connection with the increase in our senior credit facility related to the VIA Wireless acquisition.



At September 30, 2002, we had approximately $81.6 million of cash, restricted cash and cash equivalents, and an unused bank revolving line of credit
of $55.0 million. To date, we have used proceeds from our 2000 initial public offering of equity, the 2000 senior subordinated discount notes, borrowings from the senior credit facility, and to
a lesser extent revenues, to fund capital expenditures, operating losses, working capital and cash interest needs while we built out our PCS network and acquired customers. We believe our financial
position will be sufficient to meet the cash requirements of the business including: capital expenditures, operating losses, cash interest, required amortization of principal under the senior credit
facility and working capital needs. Our projections contain significant assumptions including projections for gross new customer additions, ARPU, churn, bad debt expense and roaming revenue.

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In addition to the risk factors referred to in the "Forward-Looking Statements" section of this Item 2, the following risk factors could materially and adversely
affect our liquidity and our future operating results and could cause actual events to differ materially from those predicted in forward-looking statements related to our business.

The
listing of UbiquiTel's common stock was transferred from the Nasdaq National Market to the Nasdaq SmallCap Market effective November 1, 2002 because, as previously reported,
the closing bid price of the common stock had fallen below $1.00 for 30 consecutive trading days as of July 2002 and failed to regain compliance with the minimum bid price of $1.00 for 10
consecutive trading days prior to the transfer. We currently meet all continued listing requirements for the Nasdaq National Market with the exception of the $1.00 minimum bid price requirement. By
transferring to the Nasdaq SmallCap Market, UbiquiTel has until January 21, 2003 to satisfy the minimum closing bid price requirement, and may be eligible for an additional grace period of
180 days beyond that date, provided that the company meets other applicable SmallCap initial listing requirements. We may transfer the listing of our common stock back to the Nasdaq National
Market if during any such grace period the closing bid price is $1.00 per share for 30 consecutive trading days and the company is in compliance with all other Nasdaq National Market continued listing
requirements. We will be evaluating our alternatives if the bid price requirement is not met during the grace period. If our common stock is delisted from the Nasdaq SmallCap Market, we would be
forced to list our common stock on the OTC Bulletin Board or some other quotation medium, depending upon our ability to meet the specific listing requirements of those quotation systems. If this
happens, the marketability, liquidity and price of our common stock would likely be adversely affected.

We
may not be able to sustain our growth or obtain sufficient revenue to achieve and sustain profitability. If the current trend of net customer growth continues, it will lengthen the
amount of time it will take for us to reach a sufficient number of customers to reach EBITDA and free cash flow positive, which in turn will have a negative effect on liquidity and capital resources.
We incurred EBITDA (earnings before interest, taxes, depreciation and amortization) losses, excluding non-cash stock option compensation expense of approximately $0.3 million, in
the nine months ended September 30, 2002 of approximately $29.5 million. Our business projections reflect continuing growth in our subscriber base and a reduction and eventual
elimination of EBITDA losses as the cash flow generated by the growing subscriber base exceeds costs incurred to acquire new customers. If we acquire more new customers than we project, the upfront
costs to acquire those customers (including the handset subsidy, commissions and promotional expenses) may result in greater EBITDA losses in the near term but higher cash flows in later periods.
Conversely, if there is a slowdown in new subscriber growth in our markets or the wireless industry generally, we may acquire fewer new customers, which would result in lower EBITDA losses in the near
term but lower cash flows in later periods.

We
were able to re-instate the deposit requirement for new sub-prime credit customers in late February 2002 in connection with the Sprint PCS Clear Pay
program. The re-instatement of deposits had a significant impact on gross customer additions during the last five weeks of the three months ended March 31, 2002 and during each of
the three months ended June 30, 2002 and September 30, 2002. While deposits for Clear Pay customers provide us with protection against bad debt expense for sub-prime
customers, it has and may continue to deter some people with sub-prime credit from becoming subscribers. As a result, our gross additions may decline. As of September 30, 2002, 33%
of our approximate 234,600 subscribers had a credit rating placing them in the sub-prime category. If the deposit requirement for new sub-prime credit customers continues to
deter some potential customers with sub-prime credit from becoming subscribers, we may acquire fewer new customers, which would result in lower EBITDA losses in the near term but lower
cash flows in later periods.

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We
have received notice from Sprint PCS that our reciprocal travel rate will change from $0.10 per minute in 2002 to $0.058 per minute in 2003, and there can be no assurance that it
would not be reduced further in future years. We are paid a fee from Sprint PCS for every minute that a Sprint PCS subscriber based outside of our markets uses our network; we refer to such fees as
travel revenue. Similarly, we pay a fee to Sprint for every minute that our customers use the Sprint PCS network outside of our markets; we refer to such fees as travel expense. Under our original
agreement with Sprint PCS, the reciprocal travel rate exchanged for customers who roam into the other party's or another PCS affiliate's network was established at $0.20 per minute. In
April 2001, we, along with other PCS affiliates of Sprint, reached an agreement in principle with Sprint PCS to reduce this reciprocal travel rate exchanged between Sprint PCS and the PCS
affiliates. The rate was reduced from the original $0.20 per minute of use to $0.15 per minute of use beginning June 1, 2001, and to $0.12 per minute of use beginning October 1, 2001.
The rate was reduced to $0.10 per minute for 2002. With a travel-in to travel-out ratio of two to one during the nine months ended September 30, 2002 and an expected
continued favorable travel position in the next few years, a much lower travel rate could significantly reduce our expected EBITDA and cash liquidity projections during the next two or three years. We
project that growth in our customer base will result in a ratio of travel revenue to travel expense approaching one to one in the long-term, minimizing the net earnings and EBITDA impact
of any substantial reduction in the travel rate during those later years.

We
place substantial reliance on the timeliness and accuracy of revenue and cost data generated by Sprint for the compilation of our financial statements and other financial disclosures.
As part of our agreements, we outsource several functions to Sprint including billing, customer care, national network operations support, inventory logistics support, long distance transport and
national retailer sales support. The data provided by Sprint is the primary source for our recognition of service revenue and a significant portion of our selling and marketing and cost of service and
operations expenses. In certain cases, the data is provided at a level of detail that is not adequate for us to verify for accuracy back to the originating source. We rely on Sprint to have designed
adequate internal controls with respect to the processes established to provide this data. Because of this reliance, we are dependent on Sprint to periodically evaluate the effectiveness of these
controls and report any significant deficiencies and weaknesses in the design or operation of these controls that would have a material impact on our financial statements and disclosures. Sprint
provides an annual evaluation of these controls to UbiquiTel by engaging its independent auditors to provide a "Report on Controls Placed in Operation and Tests of Operating Effectiveness for
Affiliates" under guidance provided in Statement of Attestation Services No. 70 ("SAS 70"). There can be no assurance that the SAS 70 procedures will identify all weaknesses that might be
material to UbiquiTel. Errors that are not reconciled on a timely basis by Sprint could have a material adverse effect on our business, financial condition, results of operations and cash flows.

Because
we depend heavily on third party vendors for the operation of our portion of the Sprint PCS network, the insolvency or financial difficulty of one or more of these vendors may
disrupt our services temporarily in certain portions of our markets. We lease a significant portion of the radio communications sites for our network through master lease agreements with several
national communication site management companies. A number of these companies are experiencing financial difficulties and one company has filed and another company has announced its intention to file
for protection from creditors under Chapter 11 of the federal bankruptcy code. If one or more of these companies becomes insolvent, a portion of our network could have a temporary disruption in
service and could lead to a material increase in our capital and operating expenditures to replace the insolvent provider. Additionally, one of our network suppliers for radio communications equipment
recently filed for bankruptcy under Chapter 7 of the federal bankruptcy code. If we cannot obtain additional components from such supplier or alternative third parties for future maintenance of a
portion of our network, we could experience a temporary disruption in service in a portion of our network which could lead to a significant increase in capital expenditures to replace the component
equipment.

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Our
ability to borrow funds under our senior credit facility's $55.0 million revolving line of credit will be restricted unless our cash balance (as defined in the credit
facility) is less than $25.0 million at the time of borrowing and could be terminated due to our failure to maintain or comply with the restrictive financial and operating covenants contained
in the agreement governing the senior credit facility as described in Note 5 to the Consolidated Financial Statements. We believe that we are currently in compliance, and will remain in
compliance for the foreseeable future, with all financial and operational covenants relating to the senior credit facility. If we are unable to operate our business within the covenants specified in
the senior credit facility, our ability to obtain future amendments to the covenants in the senior credit facility is not guaranteed and our ability to make borrowings under the
revolving line of credit required to operate our business could be restricted or terminated. Such a restriction or termination would have a material adverse effect on our liquidity.

Variable
interest rates may increase substantially. At September 30, 2002, we had $245.0 million outstanding under our senior credit facility. The rate of interest on the
facility is presently based on a margin above the London interbank offered rate (LIBOR). Our weighted average borrowing rate on variable rate borrowings was 5.96% for the nine months ended
September 30, 2002. Increases in a market interest rate substantially above our estimates may result in unanticipated cash interest costs.

We
may not be able to access the credit markets for additional capital if the liquidity discussed above is insufficient for the cash needs of our business. We frequently evaluate options
for additional financings to supplement our liquidity position and maintain maximum financial flexibility. However, if the assumptions used in our projections are incorrect, we may be unable to raise
additional capital.



The senior subordinated discount notes due 2010 will require cash payments of interest beginning on October 15, 2005.

The
$300.0 million senior credit facility provides for a $55.0 million revolving loan, a term loan A of $120.0 million and a term loan B of $125.0 million.
The term loans A and B, all of which were outstanding as of September 30, 2002, are required to be repaid beginning in June 2004 in fourteen and eighteen consecutive quarterly
installments, respectively. The revolving loan and term loan A will mature in October 2007 and the term loan B will mature in October 2008. The commitment fee on unused borrowings is
1.375%, payable quarterly. Our obligations under the senior credit agreement are secured by all of our assets. The senior credit facility as previously described is subject to certain restrictive
covenants including the timing of availability for borrowing under the $55.0 million revolving line of credit, maintaining certain financial ratios, reaching defined subscriber growth and
network covered population goals, minimum quarterly service revenues and limiting annual capital expenditures.

As
of September 30, 2002, management believes that we are in compliance with all financial and operational covenants associated with our senior credit facility, senior
subordinated discount notes and the Sprint PCS management agreement.



We are obligated to make future payments under various contracts we have entered into, including amounts pursuant to the senior credit facility; noncancelable
operating lease agreements for office space, retail stores, cell sites and office equipment; capital leases; the VIA Wireless building mortgage and other long-term liabilities; and the
senior subordinated discount notes. Future minimum contractual

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cash obligations for the next five years and in the aggregate at September 30, 2002, are expected to be as follows (dollars in thousands):

|                                                      |  |   |         | Payments due by period
|----------------------------------------------------- |  | - | ------- | ----------------------
|
|Senior credit facility(1)                             |  | $ | 245,000 |                       
|Operating leases(2)                                   |  |   | 88,839  |                       
|Capital leases                                        |  |   | 704     |                       
|Building mortgage and other long-term
    liabilities |  |   | 3,706   |                       
|Senior discount notes                                 |  |   | 300,000 |                       
|                                                      |  |   |         |                       
|                                                      |  | $ | 638,249 |                       
|                                                      |  |   |         |                       

---

There
are provisions in each of the agreements governing the senior credit facility, the senior subordinated discount notes and the VIA Wireless building mortgage that provide for an
acceleration of repayment upon an event of default, as defined in the respective agreements.



We believe that inflation has not had, and will not have, a material adverse effect on our results of operations.



Our business is seasonal because the wireless industry historically has been heavily dependent on fourth quarter results. Among other things, the industry relies
on significantly higher customer additions and handset sales in the fourth quarter as compared to the other three fiscal quarters. The factors contributing to this trend include the increasing use of
retail distribution, which is dependent on the year-end holiday shopping season, the timing of new product and service offerings, competitive pricing pressures and aggressive marketing and
promotions during the holiday season. The increased level of activity requires a greater use of our available financial resources during this period.

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business, our operations are exposed to interest rate risk on our senior credit facility and any future financing requirements. Our fixed
rate debt consists primarily of the accreted carrying value of the senior subordinated discount notes ($212.9 million at September 30, 2002). Our variable rate debt consists of
borrowings made under the senior credit facility ($245.0 million at September 30, 2002). Our primary interest rate risk exposures relate to (i) the interest rate on senior credit
facility borrowings; (ii) our ability to refinance the senior subordinated discount notes at maturity at market rates; and (iii) the impact of interest rate movements on our ability to
meet interest expense requirements and financial covenants under our debt instruments.

We
may decide, from time to time, to manage the interest rate risk on our outstanding long-term debt through the use of fixed and variable rate debt and interest rate swaps.
While we cannot predict our ability to refinance existing debt or the impact interest rate movements will have on our existing debt, we continue to evaluate our interest rate risk on an ongoing basis.

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The
following table presents the estimated future balances of outstanding long-term debt projected at the end of each period and future required annual principal payments for
each period then ended associated with the senior subordinated discount notes and our senior credit facility based on our projected level of long-term indebtedness (dollars in thousands):

|                                   |  | Years ending December 31, |  
|---------------------------------- |  | ------------------------- | -
|
|Senior subordinated discount notes |  | 220,388                   |  
|Fixed interest rate                |  | 14.0                      | %
|Principal repayments               |  |                          |  
|Senior credit facility             |  | 245,000                   |  
|Variable interest rate (1)         |  | 6.2                       | %
|Principal payments                 |  |                          |  

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ITEM 4. Controls and Procedures

Within 90 days prior to the filing date of this report, we carried out an evaluation, under the supervision and with the participation of our principal
executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15.
Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effective in timely alerting them to material
information required to be included in our periodic Securities and Exchange Commission ("SEC") reports. Disclosure controls and procedures are controls and procedures that are designed to ensure that
information required to be disclosed in Company reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC's rules
and forms.

In
addition, we reviewed our internal controls, and there have been no significant changes in our internal controls or in other factors that could significantly affect those controls
subsequent to the date of their last evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

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PART II. OTHER INFORMATION

ITEM 1. Legal Proceedings

Neither UbiquiTel nor Operating Company is a party to any pending legal proceedings that either UbiquiTel or Operating Company believes would, if adversely
determined, individually or in the aggregate, have a material adverse effect on our financial condition or results of operations.

ITEM 2. Changes in Securities and Use of Proceeds

None.

ITEM 3. Defaults Upon Senior Securities

None.

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

None.

ITEM 5. Other Information

None.

ITEM 6. Exhibits and Reports on Form 8-K

(a)    Reports on Form 8-K

One
report on Form 8-K was filed during the quarter ended September 30, 2002:

|Date          |  | Item Reported On                                                                                                                                                                                                                                                                                                                                                                                                               
|------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|July 18, 2002 |  | Item 5. Other Events. On July 18, 2002, UbiquiTel reported that it entered into a fourth amendment effective as of July 17, 2002 to its $300.0 million credit agreement dated as of March 31, 2000 by and among UbiquiTel
Inc., UbiquiTel Operating Company, certain other subsidiaries of UbiquiTel Inc., BNP Paribas, as lead arranger and administrative agent, and the lenders party thereto from time to time, as amended.

(b)    Exhibits:

|Exhibit No. |  | Description                                                                                                             
|----------- |  | ------------------------------------------------------------------------------------------------------------------------
|10.1        |  | UbiquiTel Inc. Amended and Restated 2002 Employee Stock Purchase Plan.                                                  
|99.1        |  | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 9.06 of the Sarbanes-Oxley Act of 2002.
|99.2        |  | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 9.06 of the Sarbanes-Oxley Act of 2002.

33

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SIGNATURES

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

| |  | CO-REGISTRANTS:                           
| |  | ------------------------------------------
| |  | UBIQUITEL INC.
UBIQUITEL OPERATING COMPANY
| |  | By:                                       
| |  | By:                                       

November 13,
2002

34

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CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Donald A. Harris, Chief Executive Officer of UbiquiTel Inc. and UbiquiTel Operating Company, certify that:

35

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| |  | UBIQUITEL INC.             
| |  | ---------------------------
| |  | By:                        
| |  | UBIQUITEL OPERATING COMPANY
| |  | By:                        

Date:
November 13, 2002

36

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CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, James J. Volk, Chief Financial Officer of UbiquiTel Inc. and UbiquiTel Operating Company, certify that:

37

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| |  | UBIQUITEL INC.             
| |  | ---------------------------
| |  | By:                        
| |  | UBIQUITEL OPERATING COMPANY
| |  | By:                        

Date:
November 13, 2002

38

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