<Page>

                                  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 JUNE 30, 2001

                             Commission File Number
                                    000-30761

                                 UBIQUITEL INC.
            (Exact name of Co-Registrant as specified in its charter)

<Table>
<S>                                                     <C>

            DELAWARE                                             23-3017909
     (State of incorporation)                           (I.R.S. Employer Identification No.)

ONE WEST ELM STREET, SUITE 400, CONSHOHOCKEN, PA                    19428
    (Address of principal executive office)                       (Zip code)
</Table>

                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)

<Table>
<S>                                                     <C>

            DELAWARE                                             23-3024747
     (State of incorporation)                           (I.R.S. Employer Identification No.)

ONE WEST ELM STREET, SUITE 400, CONSHOHOCKEN, PA                   19428
       (Address of principal executive office)                  (Zip code)
</Table>

                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 /X/  No / /

There were 64,716,465 shares of common stock, $.0005 par value, of UbiquiTel
Inc. outstanding at August 1, 2001.

There were 1,000 shares of common stock, $.01 par value, of UbiquiTel Operating
Company outstanding at August 1, 2001, all of which were owned by UbiquiTel Inc.

                                        1
<Page>

                         UBIQUITEL INC. AND SUBSIDIARIES

                  FORM 10-Q FOR THE QUARTER ENDED JUNE 30, 2001


                                      INDEX


<Table>
<Caption>

                                                                                                                         PAGE


<S>                                                                                                                      <C>

PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements
              Consolidated Balance Sheets as of June 30, 2001 (unaudited) and
              December 31, 2000 (audited).................................................................................4
              Consolidated Statements of Operations for the three and six
              months ended June 30, 2001 and 2000 (unaudited).............................................................5
              Consolidated Statements of Cash Flows for the six months ended
              June 30, 2001 and 2000 (unaudited)..........................................................................6
              Notes to Consolidated Financial Statements..................................................................7

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations.......................................................................................13

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


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings...............................................................................................23

Item 2.  Changes in Securities and Use of Proceeds.......................................................................23

Item 3.  Defaults Upon Senior Securities.................................................................................23

Item 4.  Submission of Matters to a Vote of Security Holders.............................................................23

Item 5.  Other Information...............................................................................................23

Item 6.  Exhibits and Reports on Form 8-K................................................................................23

Signatures ..............................................................................................................24

</Table>

                                       2
<Page>

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 and financial
information 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
<Page>

                          PART I. FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                         UBIQUITEL INC. AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                        (IN THOUSANDS, EXCEPT SHARE DATA)

<Table>
<Caption>

                                                                                                              DECEMBER 31, 2000
                                                                                                               (AS RESTATED-
                                                                                         JUNE 30, 2001           SEE NOTE 9)
                                                                                     --------------------   --------------------
                                                                                         (UNAUDITED)
                                     ASSETS
<S>                                                                                     <C>                    <C>
CURRENT ASSETS:
   Cash and cash equivalents....................................................        $       42,740         $     147,706
   Accounts receivable, net of allowance for doubtful accounts of $418 at June
      30, 2001 and $88 at December 31, 2000.....................................                 4,204                 1,297
   Inventory....................................................................                 1,971                   829
   Prepaid expenses and other assets............................................                 2,758                 2,350
   Restricted cash..............................................................               185,000                     -
                                                                                     --------------------   --------------------
        Total current assets....................................................               236,673               152,182
PROPERTY AND EQUIPMENT, NET ....................................................               151,931                47,651
CONSTRUCTION IN PROGRESS........................................................                18,813                72,221
RESTRICTED CASH.................................................................                     -               105,000
DEFERRED FINANCING COSTS, NET...................................................                11,515                12,244
INTANGIBLE ASSETS, NET..........................................................                15,078                15,894
ADVANCE TO VIA WIRELESS.........................................................                13,000                     -
DEFERRED TRANSACTION COSTS - VIA WIRELESS ACQUISITION...........................                 5,470                   545
OTHER ASSETS....................................................................                 1,398                   358
                                                                                     --------------------   --------------------
                       Total assets.............................................        $      453,878         $     406,095
                                                                                     ====================   ====================
                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Accounts payable and accrued expenses........................................        $       16,030         $      23,690
   Accrued interest.............................................................                   375                   212
   Current installments of capital leases.......................................                   379                    83
                                                                                     --------------------   --------------------
        Total current liabilities...............................................                16,784                23,985
LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS....................................               351,291               258,363
                                                                                     --------------------   --------------------
                       Total liabilities........................................               368,075               282,348
                                                                                     --------------------   --------------------
COMMITMENTS AND CONTINGENCIES
REDEEMABLE WARRANTS.............................................................                     -                   570
                                                                                     --------------------   --------------------
STOCKHOLDERS' EQUITY:
   Preferred stock, par value $0.001 per share; 10,000,000 shares authorized; 0
      shares issued and outstanding at June 30, 2001 and December 31, 2000......                     -                     -
   Common stock, par value $0.0005 per share; 100,000,000 shares authorized;
      64,716,465 and 63,543,604 shares issued and outstanding at June 30, 2001
      and December 31, 2000, respectively.......................................                    32                    32
   Additional paid-in-capital...................................................               172,551               171,771
   Accumulated deficit..........................................................               (86,780)              (48,626)
                                                                                     --------------------   --------------------
        Total stockholders' equity..............................................                85,803               123,177
                                                                                     --------------------   --------------------
                       Total liabilities and stockholders' equity...............        $      453,878         $     406,095
                                                                                     ====================   ====================

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

</Table>

                                       4
<Page>

                         UBIQUITEL INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (IN THOUSANDS, EXCEPT PER SHARE DATA)

<Table>
<Caption>
                                                          THREE MONTHS ENDED                       SIX MONTHS ENDED
                                                               JUNE 30,                                 JUNE 30,
                                                                                                                  2000
                                                                                                              (AS RESTATED-
                                                      2001               2000                 2001             SEE NOTE 9)
                                                ------------------ -------------------  ------------------- -------------------
                                                   (UNAUDITED)         (UNAUDITED)          (UNAUDITED)         (UNAUDITED)
<S>                                              <C>                <C>                  <C>                 <C>
REVENUES:
   Service revenue.............................  $      9,376       $        2,070       $      15,204       $      2,139
   Revenue from sale of handsets...............         1,699                  162               1,910                162
                                                ------------------ -------------------  ------------------- -------------------
       Total revenue ..........................        11,075                2,232              17,114              2,301
COSTS AND EXPENSES:
   Cost of service and operations (exclusive
   of depreciation as shown separately below)..         9,820                1,823              16,555              2,038
   Cost of products sold.......................         3,913                  275               4,945                275
   Selling and marketing.......................         7,091                  526              10,365                580
   General and administrative expenses
     excluding non-cash compensation
     charges............   ....................         2,981                1,457               5,959              1,989
   Non-cash compensation for general and
     administrative matters....................            75                  127                 198                246
   Depreciation and amortization...............         4,240                  795               6,375                820
                                                ------------------ -------------------  ------------------- -------------------
       Total costs and expenses................        28,120                5,003              44,397              5,948
                                                ------------------ -------------------  ------------------- -------------------
OPERATING LOSS.................................       (17,045)              (2,771)            (27,283)            (3,647)
INTEREST INCOME................................         2,928                3,280               6,522              3,663
INTEREST EXPENSE...............................        (9,973)              (8,180)            (17,393)            (8,609)
                                                ------------------ -------------------  ------------------- -------------------
LOSS BEFORE INCOME TAXES, EXTRAORDINARY ITEM
   AND PREFERRED STOCK DIVIDENDS...............       (24,090)              (7,671)            (38,154)            (8,593)

INCOME TAXES...................................             -                    -                   -                  -
                                                ------------------ -------------------  ------------------- -------------------
LOSS BEFORE EXTRAORDINARY ITEM AND PREFERRED
   STOCK DIVIDENDS.............................       (24,090)              (7,671)            (38,154)            (8,593)
LESS:  PREFERRED STOCK DIVIDENDS PLUS
   ACCRETION...................................             -               (1,150)                  -            (14,601)
                                                ------------------ -------------------  ------------------- -------------------
LOSS BEFORE EXTRAORDINARY ITEM.................       (24,090)              (8,821)            (38,154)           (23,194)
EXTRAORDINARY ITEM-EARLY EXTINGUISHMENT OF DEBT             -               (2,495)                  -             (4,218)
                                                ------------------ -------------------  ------------------- -------------------
NET LOSS.......................................  $    (24,090)      $      (11,316)      $     (38,154)      $    (27,412)
                                                ================== ===================  =================== ===================

PRO FORMA BASIC AND FULLY DILUTED NET LOSS PER
   SHARE OF COMMON STOCK:
   Loss before extraordinary item..............  $      (0.38)      $        (0.17)      $       (0.60)      $      (0.49)
   Extraordinary item..........................             -                (0.05)                  -              (0.09)
                                                 -----------------  ------------------   ------------------  ------------------
   Net Loss....................................  $      (0.38)      $        (0.22)      $       (0.60)      $      (0.58)
                                                 =================  ==================   ==================  ==================

PRO FORMA BASIC AND FULLY DILUTED
   WEIGHTED-AVERAGE OUTSTANDING COMMON SHARES..        64,018               52,739              63,782             47,607
                                                 =================  ==================   ==================  ==================

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

</Table>


                                      5
<Page>

                         UBIQUITEL INC. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (IN THOUSANDS)

<Table>
<Caption>
                                                                                                        SIX MONTHS ENDED
                                                                                                         JUNE 30, 2000
                                                                                 SIX MONTHS ENDED        (AS RESTATED-
                                                                                  JUNE 30, 2001           SEE NOTE 9)
                                                                               ---------------------  --------------------
                                                                                   (UNAUDITED)            (UNAUDITED)
<S>                                                                             <C>                    <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Loss before extraordinary item and preferred stock dividends............        $      (38,154)        $      (8,593)
Adjustments to reconcile net loss to net cash used in operating activities:
   Amortization of deferred financing costs.............................                 1,528                   799
   Amortization of intangible assets....................................                   816                   321
   Depreciation.........................................................                 5,559                   499
   Interest accrued on senior debt......................................                11,683                 4,681
   Non-cash compensation from stock options granted to employees........                   198                   246
Changes in operating assets and liabilities exclusive of acquisitions
   and capital expenditures:
   Accounts receivable, net.............................................                (2,907)                 (466)
   Inventory............................................................                (1,142)                 (204)
   Prepaid expenses and other assets....................................                (1,448)                 (554)
   Accounts payable and accrued expenses................................                 5,359                 1,396
                                                                               ---------------------  --------------------
       Net cash used in operating activities............................               (18,508)               (1,875)
                                                                               ---------------------  --------------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Capital expenditures................................................               (68,413)              (14,726)
    Purchase of Spokane market..........................................                     -               (35,507)
    Purchase of other network assets from Sprint........................                     -                (2,876)
    Restricted cash.....................................................               (80,000)              (75,000)
    Cash advance to VIA Wireless........................................               (13,000)                    -
    Other acquisition costs.............................................                (4,925)                    -
                                                                               ---------------------  --------------------
       Net cash used in investing activities............................              (166,338)             (128,109)
                                                                               ---------------------  --------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from issuance of convertible preferred stock subsequently
       converted to common stock........................................                     -                25,000
    Proceeds from issuance of senior subordinated notes and detachable
       warrants.........................................................                     -               152,277
    Repayment of long-term debt.........................................                     -                (8,000)
    Drawings under senior secured credit facility.......................                80,000                75,000
    Capital lease payments..............................................                  (132)                   (8)
    Deferred financing costs............................................                     -               (12,935)
    Preferred dividend payment..........................................                     -                (1,008)
    Warrants exercised..................................................                     -                    25
    Proceeds from issuance of common stock..............................                    12               100,000
    Offering costs......................................................                     -                (8,119)
                                                                               ---------------------  --------------------
       Net cash provided by financing activities........................                79,880               322,232
                                                                               ---------------------  --------------------
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS....................              (104,966)              192,248
CASH AND CASH EQUIVALENTS, beginning of period..........................               147,706                23,959
                                                                               ---------------------  --------------------
CASH AND CASH EQUIVALENTS, end of period................................        $       42,740         $     216,207
                                                                               =====================  ====================
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
   Cash paid for interest...............................................        $        7,691         $       1,704
   Cash paid for income taxes...........................................                     -                     -
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:
   Network assets acquired but not paid...................................               4,425                 5,969
   Extraordinary item-early extinguishment of debt........................                   -                 4,218
   Deferred financing costs incurred but not paid.........................                   -                   325
   Preferred stock accretion..............................................                   -                13,593
   IPO costs incurred but not paid........................................                   -                   112
   Warrants exercised.....................................................                 570                     -
   Capital leases entered into............................................                 874                     -
</Table>

   THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       6
<Page>

                         UBIQUITEL INC. AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF PRESENTATION OF UNAUDITED INTERIM FINANCIAL INFORMATION

The consolidated financial information as of June 30, 2001 and for the three and
six months ended June 30, 2001 and 2000 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 financial position
at June 30, 2001, the Company's operations for the three and six months ended
June 30, 2001 and 2000, and the Company's cash flows for the six months ended
June 30, 2001 and 2000. Operating results for the three and six months ended
June 30, 2001 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, 2000 of UbiquiTel which are included in its Annual Report on Form 10-K, as
amended, for the year ended December 31, 2000.

USE OF ESTIMATES

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 2001, the Financial Accounting Standards Board ("FASB") approved
Statement of Financial Accounting Standards No. 141, "Business Combinations"
("SFAS 141") and SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS
142"). SFAS 141 prospectively prohibits the pooling of interest method of
accounting for business combinations initiated after June 30, 2001. SFAS 142
requires companies to cease amortizing goodwill that existed at June 30, 2001.
The amortization of existing goodwill will cease on December 31, 2001. Any
goodwill resulting from acquisitions completed after June 30, 2001 will not be
amortized. SFAS 142 also establishes a new method of testing goodwill for
impairment on an annual basis or on an interim basis if an event occurs or
circumstances change that would reduce the fair value of a reporting unit below
its carrying value. The adoption of SFAS 142 will result in the Company's
discontinuation of amortization of its goodwill; however, the Company will be
required to test its goodwill for impairment under the new standard beginning in
the first quarter of 2002, which could have an adverse effect on the Company's
future results of operations if an impairment occurs.

In June 1998 and June 1999, the FASB issued Statement of Financial Accounting
Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS 133") and SFAS No. 137, "Accounting for Derivative
Instruments and Hedging Activities-Deferral of the Effective Date of FASB
Statement No. 133." These statements require companies to record derivatives on
the balance sheet as assets or liabilities, measured at fair value. Gains or
losses resulting from changes in the values of those derivatives would be
accounted for depending on the use of the derivative and whether it qualifies
for hedging accounting. SFAS 133 became effective for UbiquiTel on

                                       7
<Page>

January 1, 2001. The adoption of these statements did not have a significant
impact on the Company's financial results.

2.  ORGANIZATION AND NATURE OF BUSINESS

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.

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 Inc. On December 28, 1999, UbiquiTel Inc. amended its
agreement with Sprint PCS to expand the Company's markets to 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, Operating Company (a Delaware corporation, formerly a
Delaware limited liability 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.

UbiquiTel Inc. was in the development stage from September 29, 1999 through June
30, 2000. This stage was characterized by significant expenditures for the
design and construction of the wireless network and no significant operating
revenue.

3.  BASIC AND DILUTED NET LOSS PER SHARE

UbiquiTel computes net loss per common share in accordance with Statement of
Financial Accounting Standards No. 128, "Earnings per Share" ("SFAS 128"). Under
the provisions of SFAS 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 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.

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

<Table>
<Caption>
                                                          THREE MONTHS ENDED                         SIX MONTHS ENDED
                                                               JUNE 30,                                  JUNE 30,
                                                       2001                  2000               2001                 2000
                                                -------------------    -----------------  ----------------     ----------------
                                                    (UNAUDITED)          (UNAUDITED)         (UNAUDITED)          (UNAUDITED)
<S>                                                  <C>                  <C>                 <C>                  <C>
Stock options.................................       4,276,000            4,051,500           4,276,000            4,051,500
Warrants......................................       3,665,183            4,843,987           3,665,183            4,843,987
                                                -------------------    -----------------  ----------------     ----------------
Total.........................................       7,941,183            8,895,487           7,941,183            8,895,487
                                                ===================    =================  ================     ================
</Table>

                                       8
<Page>

4.  PROPERTY AND EQUIPMENT, AND CONSTRUCTION IN PROGRESS

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

<Table>
<Caption>
                                                                                     JUNE 30, 2001            DECEMBER 31, 2000
                                                                               -------------------------   -----------------------
                                                                                      (UNAUDITED)
<S>                                                                                <C>                          <C>

Network equipment..........................................................        $     151,611                $    46,908
Vehicles...................................................................                  754                        497
Furniture and office equipment.............................................                7,154                      2,275
                                                                               -------------------------   -----------------------
                                                                                         159,519                     49,680
Accumulated depreciation...................................................               (7,588)                    (2,029)
                                                                               -------------------------   -----------------------
       Property and equipment, net.........................................        $     151,931                $    47,651
                                                                               =========================   =======================

Construction in progress...................................................        $      18,813                $    72,221

</Table>

5.  LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS

Long-term debt and capital lease obligations outstanding as of June 30, 2001 and
December 31, 2000 were as follows (in thousands):

<Table>
<Caption>
                                                                                    JUNE 30, 2001             DECEMBER 31, 2000
                                                                               -------------------------   -----------------------
                                                                                     (UNAUDITED)
<S>                                                                                <C>                          <C>
14% senior subordinated discount notes....................................         $     300,000                $   300,000

    Less: Discount........................................................              (120,258)                  (131,941)
    Less: Detachable warrants.............................................               (14,027)                   (14,826)
Senior secured credit facility............................................               185,000                    105,000
Lease obligations.........................................................                   576                        130
                                                                               -------------------------   -----------------------
        Long-term debt and capital lease obligations......................         $     351,291                $   258,363
                                                                               =========================   =======================
</Table>

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

On December 29, 1999, the Company executed a $25.0 million senior secured credit
agreement (the "Facility"), with Paribas, as administrative agent, and certain
banks and other financial institutions as parties thereto. No amount was drawn
under this Facility. On February 22, 2000, Operating Company received a
commitment letter from Paribas, as administrative agent, and certain banks and
other financial institutions as parties thereto for a $250.0 million senior
secured credit facility. UbiquiTel has guaranteed the credit facility which was
finalized and executed on March 31, 2000 and replaced the previous $25.0 million
Facility. 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 $25.0 million of subordinated bridge
financing to VIA Wireless pending the closing of the transaction. See Note 8 for
a description of the VIA Wireless acquisition. The additional borrowing
increased the term loan B to $125.0 million. The lenders' increase in the senior
credit facility is subject to the satisfaction of certain conditions, including
UbiquiTel completing both the VIA Wireless transaction and a sale of certain
non-

                                        9
<Page>

essential assets acquired in the VIA Wireless transaction for consideration
of at least $50.0 million on or before December 31, 2001. See Note 8 for
information regarding the sale of certain VIA Wireless assets to Voicestream
Wireless. If both transactions are not completed by December 31, 2001, the $50.0
million term loan B will be prepayable automatically, together with a prepayment
premium of $1.0 million and the borrowing availability under the senior credit
facility will be reduced automatically by $50.0 million to $250.0 million.

The revolving loan and term loan A will mature in October 2007 and the term loan
B will mature in October 2008. The revolving loans are required to be repaid
beginning in February 2002, in eighteen quarterly consecutive installments. 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 loans 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, it is
required to pay a prepayment premium of 2% of the principal amount then being
repaid if such repayment occurs on or prior to March 1, 2002, and 1% of the
principal amount then being repaid after March 1, 2002 but before March 1, 2003.
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 loans 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 4.25% for the
revolving loans and term loan B and plus 3.25% for term loan A. 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.

Initial borrowings of $75.0 million under the term loan B were made on April 11,
2000. Draw downs of $30.0 million each under the term loan A were made on
October 13, 2000 and April 12, 2001. On March 1, 2001, Operating Company made an
additional borrowing of $50.0 million under the term loan B, following the
execution of the credit amendment. These amounts were funded into an escrow
account that is controlled by Paribas and will not be released until specified
conditions have been satisfied. These conditions include, among others, evidence
that the Company has used all of the proceeds from the sale of its senior
subordinated notes in April 2000 and from UbiquiTel's initial public offering of
its common stock in June 2000 to pay fees and expenses in connection with those
offerings, to fund the build-out of the Company's PCS network and for other
general corporate and working capital purposes. We drew down from the escrow
account approximately $150.0 million in August 2001.

In conjunction with the closing of this facility, the Company incurred financing
fees of approximately $7.1 million which are being amortized over the term of
the credit facility.

6.  WHOLLY-OWNED OPERATING SUBSIDIARY SUMMARIZED FINANCIAL INFORMATION

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 and will be
used to partially fund capital expenditures relating to the network build-out,
operating losses, working capital, the acquisition of the Sprint PCS Spokane,
Washington assets, repayment of the $8.0 million 12% senior subordinated note
issued in November 1999 and the related prepayment fee and other general
corporate purposes. The Notes have a ten-year maturity and will accrete

                                       10
<Page>

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 will
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. The summarized financial information of
Operating Company as of June 30, 2001 (unaudited) and December 31, 2000 and for
the three and six months ended June 30, 2001 (unaudited) and 2000 (unaudited),
respectively, is presented below:

<Table>
<Caption>

   SUMMARIZED BALANCE SHEET DATA (IN THOUSANDS)                              JUNE 30, 2001           DECEMBER 31, 2000
                                                                          ---------------------    ----------------------
                                                                              (UNAUDITED)
<S>                                                                          <C>                       <C>
   Assets:
       Cash and other current assets................................         $    236,334              $      151,843
       Property and equipment, net..................................              151,931                      47,651
       Construction in progress.....................................               18,813                      72,221
       Other assets.................................................               34,946                      16,797
       Restricted cash..............................................                   -                      105,000
       Deferred financing costs.....................................               11,515                      12,244
                                                                           ---------------------    ----------------------
           Total assets.............................................         $    453,539              $      405,756
                                                                           =====================    ======================
   Liabilities and Equity:
       Accounts payable and accrued expenses........................         $     16,409              $       23,690
       Accrued interest.............................................                  375                         212
       Advances from parent.........................................              155,941                     155,731
       Long-term debts and leases...................................              351,291                     258,446
                                                                          ---------------------    ----------------------
           Total liabilities........................................              524,016                     438,079
       Equity and accumulated deficit...............................              (70,477)                    (32,323)
                                                                          ---------------------    ----------------------
           Total liabilities and equity.............................         $    453,539              $      405,756
                                                                          =====================    ======================
</Table>

<Table>
<Caption>
        SUMMARIZED STATEMENT OF OPERATIONS DATA               THREE MONTHS ENDED                       SIX MONTHS ENDED
                   (IN THOUSANDS)                                  JUNE 30,                                 JUNE 30,
                                                           2001               2000                 2001                2000
                                                     -----------------  ------------------   ------------------  ------------------
                                                       (UNAUDITED)         (UNAUDITED)          (UNAUDITED)         (UNAUDITED)
<S>                                                   <C>                <C>                  <C>                 <C>
Revenues...........................................   $     11,075       $       2,232        $      17,114       $       2,301
Costs and expenses, including non-cash
   compensation charges............................        (28,120)             (5,003)             (44,397)             (5,948)
Interest (expense) income..........................         (7,045)             (4,900)             (10,871)             (4,946)
Extraordinary item--loss on early
   extinguishment of debt......................                  -              (2,495)                   -              (4,218)
                                                     -----------------  ------------------   ------------------  ------------------
Net loss...........................................   $    (24,090)      $     (10,166)       $     (38,154)      $     (12,811)
                                                     =================  ==================   ==================  ==================
</Table>

7.  ACQUISITION OF SPOKANE MARKET

In January 2000, the Company signed an agreement to purchase from Sprint PCS the
Spokane, Washington market's PCS networks and related assets and subscribers for
approximately $35.5 million. The Company closed this transaction on April 15,
2000. The acquisition was accounted for under the purchase method of accounting.
The

                                       11
<Page>

operating results of the acquired business have been included in the statement
of operations from the date of acquisition.

8.  MERGER AGREEMENT WITH VIA WIRELESS, LLC

On February 22, 2001, UbiquiTel announced that it entered into a merger
agreement for the acquisition of VIA Wireless, LLC, a California limited
liability company and Sprint PCS network partner ("VIA Wireless"). Under the
merger agreement, as amended and restated, VIA Wireless will become a wholly
owned subsidiary through a series of mergers and related transactions. In the
transaction, stockholders of the members of VIA Wireless and certain employees
of VIA Wireless will receive in the aggregate 16,400,000 shares of UbiquiTel's
common stock. VIA Wireless is the exclusive provider of Sprint PCS digital
wireless services to the central valley of California, which covers
approximately 3.4 million licensed residents. Its markets are contiguous to
UbiquiTel's markets in Northern California and include Fresno, Bakersfield and
Stockton. The VIA Wireless network currently covers approximately 2.5 million
residents, including key travel corridors between Los Angeles and San Francisco.
As of December 31, 2000, VIA Wireless had more than 40,000 subscribers. The
transaction is expected to close by the end of August 2001. In the interim,
Operating Company will advance up to $25.0 million to fund VIA Wireless'
operations as bridge financing pending the closing of the transaction pursuant
to a revolving credit and term loan agreement and will manage VIA Wireless'
operations pursuant to a management agreement, each of which was entered into in
connection with the merger agreement.

As of June 30, 2001, UbiquiTel has advanced a total of $13.0 million to VIA
Wireless under the revolving credit and term loan agreement.

Funding for the transaction is being provided in part by an increase of $50.0
million in UbiquiTel's senior credit facility. See Note 5 for more details about
the facility.

On February 22, 2001, UbiquiTel entered into an agreement with Voicestream
Wireless to sell VIA Wireless' California PCS licenses for $50.0 million. The
sale of VIA Wireless' PCS licenses is conditioned upon the closing of the VIA
Wireless transaction and is subject to the approval of the Federal
Communications Commission and other customary closing conditions. UbiquiTel is
required to deposit the net sale proceeds into escrow under the senior credit
facility and their release is subject to the satisfaction of the same terms and
conditions that Operating Company's other borrowings are subject (see Note 5).

9.  RESTATEMENT OF FINANCIAL STATEMENTS

On July 10, 2001, the Company revised its consolidated financial statements for
the year ended December 31, 2000 and for the first three quarters of 2000 to
increase the preferred stock dividends plus accretion by $4,220,246. This
correction of an error had no impact on the Company's assets or total
stockholders' equity and it resulted in a corresponding decrease and increase to
additional paid-in-capital and accumulated deficit, respectively. The change had
no impact on loss before extraordinary item and preferred stock dividends and
increased the loss before extraordinary item, net of income taxes and net loss
by $4,220,246 for the three months ended March 31, 2000 and the year ended
December 31, 2000. The change increased the net loss per share and the net loss
before extraordinary item per share for the three months ended March 31, 2000 by
$0.08 per share. The change had no impact on the Company's cash flows. The
$8,766,000 originally recorded as a beneficial conversion in the consolidated
financial statements for the three months ended March 31, 2000 and the year
ended December 31, 2000 incorrectly assumed an $8.00 market value per share. The
revision assumes a $9.00 market value per share of common stock.

                                       12
<Page>

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:

         -      UbiquiTel's ability to finance future growth opportunities;

         -      the ability to successfully complete the build-out of
                UbiquiTel's portion of the Sprint PCS networks in an efficient
                and timely manner;

         -      UbiquiTel's limited operating history and anticipation of future
                losses;

         -      UbiquiTel's dependence on Sprint PCS' back office services;

         -      potential fluctuations in UbiquiTel's operating results;

         -      changes or advances in technology;

         -      changes in governmental regulation;

         -      competition in the industry and markets in which UbiquiTel
                operates;

         -      future acquisitions;

         -      UbiquiTel's ability to manage rapid growth and expansion;

         -      UbiquiTel's ability to attract and retain skilled personnel; and

         -      general economic and business conditions.

These and other applicable risks are described under the caption "Risk Factors"
in UbiquiTel's Registration Statement on Form S-1 (Registration No. 333-32236),
as filed with and declared effective by the Securities and Exchange Commission
on June 7, 2000, as well as in its definitive proxy statement dated July 16,
2001 as filed with the SEC in connection with the proposed acquisition of VIA
Wireless and for use by UbiquiTel to solicit, among other things, shareholder
approval of the issuance of the shares of common stock to be issued in the
proposed acquisition at its 2001 annual shareholders' meeting. Until June 30,
2000, we were a development stage company, and we intend to significantly expand
our operations. Accordingly, we do not believe the discussion and analysis of
our historical financial condition and results of operations set forth below are
indicative nor should they be relied upon as an indicator of our future
performance.

OVERVIEW

In October 1998, a limited liability company whose sole member was The Walter
Group, entered into a management agreement with Sprint PCS whereby it became the
Sprint PCS affiliate with the exclusive right to provide 100%

                                       13
<Page>

digital, 100% PCS services under the Sprint and Sprint PCS brand names in the
Reno/Tahoe market. The limited liability company subsequently changed its name
to UbiquiTel L.L.C. 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
Inc.

In December 1999, we amended our management agreement with Sprint PCS to expand
to markets to include a total of 7.7 million residents in the western and
midwestern United States.

In March 2000, Operating Company entered into a new $250.0 million credit
facility.

In April 2000, we completed a sale of 300,000 units consisting of the Notes and
warrants to purchase, in the aggregate, 3,579,000 shares of UbiquiTel's common
stock. We received gross proceeds of approximately $152.3 million from the sale
of the units.

In April 2000, we acquired Sprint PCS' Spokane, Washington PCS network and
related assets for $35.5 million in cash. We acquired switching equipment,
transmitting and receiving equipment at 41 radio communications sites, ancillary
equipment, prepaid expenses, goodwill and customer lists. The Spokane market did
not launch operations until December 16, 1996, and had no significant revenues
until 1997. We also acquired from Sprint certain network equipment in Logan,
Utah and Las Vegas, Nevada.

In June 2000, UbiquiTel sold 12,500,000 shares of its common stock in its
initial public offering. In July 2000, UbiquiTel sold an additional 780,000
shares of its common stock upon exercise of a portion of the underwriters'
overallotment option. We received gross proceeds of approximately $106.2 million
from the offering, including the exercise of the overallotment option.

In May 2001, we launched our last major market in Indiana/Western Kentucky, for
total coverage of approximately 3.6 million residents as of June 30, 2001. As of
June 30, 2001, we had approximately 41,600 subscribers. We expect to cover
approximately 55% of the resident population in our markets by the end of 2001.

On February 22, 2001, UbiquiTel announced that it entered into a merger
agreement, as amended and restated, to acquire VIA Wireless, a privately-held
Sprint PCS network partner. The proposed acquisition will make UbiquiTel the
second largest Sprint PCS network partner with over 11.1 million licensed
residents. Under the terms of the proposed acquisition, UbiquiTel will issue
16.4 million shares of common stock and assume approximately $25.0 million of
net debt as of December 31, 2000. Completion of the proposed acquisition is
subject to approval by UbiquiTel's shareholders of the issuance of the shares.
For additional information regarding the proposed acquisition of VIA Wireless,
reference is made to Note 8 to the Consolidated Financial Statements of
UbiquiTel included elsewhere in this quarterly report on Form 10-Q, and to the
definitive proxy statement dated July 16, 2001 as filed with the SEC in
connection with the proposed acquisition and for use by UbiquiTel to solicit,
among other things, shareholder approval for the issuance of the shares at its
2001 annual shareholders' meeting. On February 21, 2001, in connection with its
proposed acquisition of VIA Wireless, Operating Company amended its agreement
with Sprint PCS to expand our markets to include the six VIA Wireless basic
trading areas (BTAs) included under VIA Wireless' present affiliation agreement
with Sprint PCS, including Bakersfield, Fresno, Merced, Modesto, Stockton and
Visalia, California, which will go into effect at the closing of the proposed
acquisition.

On February 22, 2001, UbiquiTel entered into an agreement with Voicestream
Wireless to sell VIA Wireless' California PCS licenses for $50.0 million. The
sale of VIA Wireless' PCS licenses is conditioned upon the closing of the VIA
Wireless transaction and is subject to the approval of the Federal
Communications Commission and other customary closing conditions.

                                       14
<Page>

Until June 30, 2000, we were a development stage company with very limited
operations and revenues, significant losses and substantial capital
requirements.

As a Sprint PCS affiliate, we do not own the licenses to operate our network and
instead, we 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 retail 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 paid approximately $90.0 million for the PCS licenses in
our markets and will incur additional expenses for microwave clearing. Our
results of operations are dependent on Sprint PCS' network and, to a lesser
extent, on the networks of our affiliates.

As a Sprint PCS affiliate, we purchase a full suite of support services from
Sprint PCS. Initially, the charges for these services will be lower than if we
provided these services ourselves. In addition, we expect that, by using these
established services, our capital expenditures and demands on our management's
time in connection with support services will be lower than if we developed and
provided the services ourselves. We have access to these services during the
term of our Sprint PCS management agreement unless Sprint PCS provides us at
least nine months advance notice of its intention to terminate any particular
service. Because of the economic benefits to us, we are purchasing: customer
billing and collections; customer care; subscriber activation including credit
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 terminates any of these services or increases the amount it charges us for
any of these services, our operating costs may increase and our operations may
be interrupted or restricted.

RESULTS OF OPERATIONS

FOR THE THREE MONTHS ENDED JUNE 30, 2001 COMPARED TO THE THREE MONTHS ENDED JUNE
30, 2000

       CUSTOMER ADDITIONS

As of June 30, 2001, the Company provided personal communication services to
approximately 41,600 customers compared to approximately 9,900 customers as of
June 30, 2000. The increase in subscribers is due to subsequent activations in
our launched markets.

       REVENUES

    -  SUBSCRIBER REVENUE. Subscriber revenue during the three months ended June
       30, 2001 and 2000 was approximately $4.9 million and $1.4 million,
       respectively. This consisted of monthly recurring service charges and
       monthly non-recurring charges for local, long distance, travel and
       roaming airtime usage in excess of the pre-subscribed usage plan received
       from Sprint PCS subscribers based in our markets. Our customers' charges
       are dependent on their rate plans, based on the number of minutes
       included in their plans. These plans generally reflect the terms of
       national plans offered by Sprint PCS and are issued from month-to-month.
       Subscriber revenue for the three months ended June 30, 2001 was reported
       net of approximately $964,000 in customer sales incentives.

    -  SPRINT PCS TRAVEL REVENUE. Sprint PCS travel revenue is generated on a
       per-minute rate when a Sprint PCS subscriber based outside our markets
       uses our portion of the Sprint PCS network. During the three months

                                       15
<Page>

       ended June 30, 2001, we generated approximately $4.3 million in travel
       revenue. During the three months ended June 30, 2000, we generated
       approximately $693,000 in travel revenue from markets where we had
       launched operations.

       On April 27, 2001, Sprint PCS announced it had reached an agreement in
       principle with certain Sprint PCS affiliates, including UbiquiTel, to
       reduce the reciprocal travel rate exchanged between Sprint PCS and the
       affiliates. The rate was reduced from 20 cents per minute of use to 15
       cents beginning June 1, 2001, and will be reduced to 12 cents beginning
       October 1, 2001. Beginning January 1, 2002, and for the remainder of the
       term of UbiquiTel's management agreement with Sprint PCS, the rate will
       be adjusted to provide a fair and reasonable return on the cost of the
       underlying network. In accordance with this agreement in principle, on
       May 1, 2001, Sprint PCS gave notice of the change in rate to $0.15 per
       minute of use as of June 1, 2001, and to $0.12 per minute of use as of
       October 1, 2001. The definitive agreement regarding the travel rate for
       periods after December 31, 2001 has not yet been finalized. UbiquiTel
       expects that the new travel rate plan should not have any material effect
       on our financial condition.

    -  NON-SPRINT PCS ROAMING REVENUE. Non-Sprint PCS roaming revenue is
       generated when a non-Sprint PCS subscriber uses our portion of the Sprint
       PCS network. We earned approximately $188,000 in non-Sprint roaming
       revenue during the three months ended June 30, 2001 compared to
       approximately $16,000 during the three months ended June 30, 2000.

       During the three months ended June 30, 2001, our average monthly revenue
       per user including travel and roaming revenues was approximately $119,
       and without travel and roaming revenues was approximately $68. We
       recognized approximately $964,000 in customer sales incentives as a
       reduction in revenue during the quarter. Our average monthly revenue per
       user, net of the sales incentive, was approximately $108 including travel
       and roaming, and approximately $56 without travel and roaming. For the
       three months ended June 30, 2000, our average monthly revenue per user
       including travel and roaming revenues was approximately $83, and without
       roaming and travel revenues was approximately $56.

    -  PRODUCT SALES REVENUE. Product sales revenue is generated from the sale
       of handsets and accessories through our retail stores. We record and
       retain 100% of the revenue from the sale of handsets and accessories, net
       of returns, as product sales revenue. The amount recorded during the
       three months ended June 30, 2001 and 2000 for product sales totaled
       approximately $1.7 million and $162,000, respectively.

       COST OF SERVICE AND OPERATIONS

    -  NETWORK OPERATIONS EXPENSES. Expenses totaling approximately $7.5 million
       were incurred during the three months ended June 30, 2001 related to
       network operations which included radio communications site lease costs,
       utilities, network control maintenance, network control site leases,
       engineering personnel, transport facilities and interconnect charges.
       During the three months ended June 30, 2000, network operating expenses
       totaled approximately $1.3 million.

    -  ROAMING AND TRAVEL EXPENSES. We pay Sprint PCS travel fees on a
       per-minute rate when our customers use the Sprint PCS network outside our
       markets. We pay roaming fees to other wireless providers when our
       customers use their network. During the three months ended June 30, 2001,
       we paid approximately $1.5 million in roaming and travel fees. During the
       three months ended June 30, 2000, we paid approximately $365,000 in
       roaming and travel fees.

                                       16
<Page>

    -  OPERATING EXPENSES. Other operating expenses totaling approximately
       $876,000 were incurred during the three months ended June 30, 2001. This
       included fees we paid to Sprint PCS for the use of their support
       services, including billing and collections services and customer care.
       For the three months ended June 30, 2000, we incurred approximately
       $173,000 in other operating expenses.

       COST OF PRODUCTS SOLD

The cost of products sold totaled approximately $3.9 million and $275,000 during
the three months ended June 30, 2001 and 2000, respectively. This included the
cost of handsets and accessories. The cost of handsets exceeds the retail sales
price because we subsidize the cost of handsets, consistent with industry
practice.

       SELLING AND MARKETING

Selling expenses relate to our distribution channels, sales representatives,
sales support personnel, retail stores, advertising programs and residual
commissions. This also included pre-selling costs incurred in preparing our new
markets for sales activities. We incurred expenses of approximately $7.1 million
and $526,000 during the three months ended June 30, 2001 and 2000, respectively.
At June 30, 2001 and 2000, there were approximately 188 and 26 employees,
respectively, performing sales and marketing functions.

       GENERAL AND ADMINISTRATIVE

We incurred general and administrative expenses (excluding non-cash expenses)
totaling approximately $3.0 million and $1.5 million during the three months
ended June 30, 2001 and 2000, respectively. General and administrative expenses
included our corporate executive payroll, compensation and benefits, insurance
and facilities, information technology and local market finance and
administration expenses. This also included the fees we paid to Sprint PCS for
management support.

       NON-CASH COMPENSATION FOR GENERAL AND ADMINISTRATIVE MATTERS

During the three months ended June 30, 2001 and 2000, non-cash compensation for
general and administrative matters totaled approximately $75,000 and $127,000,
respectively. The Company applies the provisions of APB Opinion No. 25 and
related interpretations in accounting for its equity incentive plan. Unearned
stock option compensation is recorded for the difference between the exercise
price and the fair market value of the Company's 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

Depreciation and amortization expense for the three months ended June 30, 2001
and 2000 totaled approximately $4.2 million and $795,000, respectively. We
depreciate our property and equipment using the straight-line method over five
to ten years. Amortization of intangible assets is over 2 to 20 years.

       INTEREST INCOME

For the three months ended June 30, 2001 and 2000, interest income was
approximately $2.9 million and $3.3 million, respectively. This was generated
from cash proceeds from our private equity sales, the initial public offering,
senior subordinated discount notes and drawings under the senior secured credit
facility. The proceeds were invested in short-term liquid investments. As
capital expenditures are made to complete the build-out of our network,
decreasing cash balances may result in lower interest income for the remainder
of 2001.

                                       17
<Page>

       INTEREST EXPENSE

Interest expense totaled approximately $10.0 million during the three months
ended June 30, 2001. 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 prime rate plus a specified margin until May 2000 and was
subsequently rolled under the reserve adjusted London interbank offered rate,
based on monthly contracts. During the three months ended June 30, 2000,
interest expense was approximately $8.2 million.

Interest expense also included the amortized amount of deferred financing fees
relating to our senior credit facility and senior subordinated discount notes.
We expect our interest expense to increase in the future as we borrow under our
senior credit facility to fund our network build-out and operating losses.

       NET LOSS

For the three months ended June 30, 2001 and 2000, our net loss was
approximately $24.1 million and $11.3 million, respectively.

FOR THE SIX MONTHS ENDED JUNE 30, 2001 COMPARED TO THE SIX MONTHS ENDED JUNE 30,
2000

Our operating results for the six months ended June 30, 2000 consisted largely
of revenues generated in the three months ended June 30, 2000 and operating
expenses associated with those revenues. Our activities in the first quarter of
2000 were limited to network build-out and development of various operating
functions for the Company.

       REVENUES

    -  SUBSCRIBER REVENUE. Subscriber revenue during the six months ended June
       30, 2001 and 2000 was approximately $7.9 million and $1.4 million,
       respectively. This consisted of monthly recurring service charges and
       monthly non-recurring charges for local, long distance, travel and
       roaming airtime usage in excess of the pre-subscribed usage plan received
       from Sprint PCS subscribers based in our markets. Subscriber revenue for
       the six months ended June 30, 2001 was reported net of approximately $1.4
       million in customer sales incentives.

    -  SPRINT PCS TRAVEL REVENUE. Sprint PCS travel revenue is generated on a
       per-minute rate when a Sprint PCS subscriber based outside our markets
       uses our portion of the Sprint PCS network. During the six months ended
       June 30, 2001, we generated approximately $7.0 million in travel revenue.
       During the six months ended June 30, 2000, we generated approximately
       $761,000 in travel revenue from markets where we had launched operations.

    -  NON-SPRINT PCS ROAMING REVENUE. Non-Sprint PCS roaming revenue is
       generated when a non-Sprint PCS subscriber uses our portion of the Sprint
       PCS network. We earned approximately $300,000 in non-Sprint roaming
       revenue during the six months ended June 30, 2001 compared to
       approximately $16,000 during the six months ended June 30, 2000.

       During the six months ended June 30, 2001, our average monthly revenue
       per user including travel and roaming revenues was approximately $116,
       and without travel and roaming revenues was approximately

                                       18
<Page>

       $65. We recognized approximately $1.4 million in customer sales
       incentives as a reduction in revenue during the period. Our average
       monthly revenue per user, net of the sales incentive, was approximately
       $106 including travel and roaming, and approximately $55 without travel
       and roaming.

    -  PRODUCT SALES REVENUE. Product sales revenue is generated from the sale
       of handsets and accessories through our retail stores. We record and
       retain 100% of the revenue from the sale of handsets and accessories, net
       of returns, as product sales revenue. The amount recorded during the six
       months ended June 30, 2001 and 2000 for product sales totaled
       approximately $1.9 million and $162,000, respectively.

       COST OF SERVICE AND OPERATIONS

    -  NETWORK OPERATIONS EXPENSES. Expenses totaling approximately $12.6
       million were incurred during the six months ended June 30, 2001 related
       to network operations which included radio communications site lease
       costs, utilities, network control maintenance, network control site
       leases, engineering personnel, transport facilities and interconnect
       charges. During the six months ended June 30, 2000, network operating
       expenses totaled approximately $1.5 million.

    -  ROAMING AND TRAVEL EXPENSES. We pay Sprint PCS travel fees on a
       per-minute rate when our customers use the Sprint PCS network outside our
       markets. We pay roaming fees to other wireless providers when our
       customers use their network. During the six months ended June 30, 2001,
       we paid approximately $2.5 million in roaming and travel fees. During the
       six months ended June 30, 2000, we paid approximately $365,000 in roaming
       and travel fees.

    -  OPERATING EXPENSES. Other operating expenses totaling approximately $1.4
       million were incurred during the six months ended June 30, 2001. This
       included fees we paid to Sprint PCS for the use of their support
       services, including billing and collections services and customer care.
       For the six months ended June 30, 2000, we incurred approximately
       $173,000 in other operating expenses.

       COST OF PRODUCTS SOLD

The cost of products sold totaled approximately $4.9 million and $275,000 during
the six months ended June 30, 2001 and 2000, respectively. This included the
cost of handsets and accessories. The cost of handsets exceeds the retail sales
price because we subsidize the cost of handsets, consistent with industry
practice.

       SELLING AND MARKETING

Selling expenses relate to our distribution channels, sales representatives,
sales support personnel, retail stores, advertising programs and residual
commissions. This also included pre-selling costs incurred in preparing our new
markets for sales activities. We incurred expenses of approximately $10.4
million and $580,000 during the six months ended June 30, 2001 and 2000,
respectively.

       GENERAL AND ADMINISTRATIVE

We incurred general and administrative expenses (excluding non-cash expenses)
totaling approximately $6.0 million and $2.0 million during the six months ended
June 30, 2001 and 2000, respectively. General and administrative expenses
included our corporate executive payroll, compensation and benefits, insurance
and facilities, information technology and local market finance and
administration expenses. This also included the fees we paid to Sprint PCS for
management support.

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<Page>

       NON-CASH COMPENSATION FOR GENERAL AND ADMINISTRATIVE MATTERS

During the six months ended June 30, 2001 and 2000, non-cash compensation for
general and administrative matters totaled approximately $198,000 and $246,000,
respectively. The Company applies the provisions of APB Opinion No. 25 and
related interpretations in accounting for its equity incentive plan. Unearned
stock option compensation is recorded for the difference between the exercise
price and the fair market value of the Company's 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

Depreciation and amortization expense for the six months ended June 30, 2001 and
2000 totaled approximately $6.4 million and $820,000, respectively. We
depreciate our property and equipment using the straight-line method over five
to ten years. Amortization of intangible assets is over 2 to 20 years.

       INTEREST INCOME

For the six months ended June 30, 2001 and 2000, interest income was
approximately $6.5 million and $3.7 million, respectively. This was generated
from cash proceeds from our private equity sales, the initial public offering,
senior subordinated discount notes and drawings under the senior secured credit
facility. The proceeds were invested in short-term liquid investments. As
capital expenditures are made to complete the build-out of our network,
decreasing cash balances may result in lower interest income for the remainder
of 2001.

       INTEREST EXPENSE

Interest expense totaled approximately $17.4 million during the six months ended
June 30, 2001. 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 prime rate plus a specified margin until May 2000 and was
subsequently rolled under the reserve adjusted London interbank offered rate,
based on monthly contracts. During the six months ended June 30, 2000, interest
expense was approximately $8.6 million.

Interest expense also included the amortized amount of deferred financing fees
relating to our senior credit facility and senior subordinated discount notes.
We expect our interest expense to increase in the future as we borrow under our
senior credit facility to fund our network build-out and operating losses.

       NET LOSS

For the six months ended June 30, 2001 and 2000, our net loss was approximately
$38.2 million and $27.4 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
June 30, 2001, we have principally relied on the proceeds from equity and debt
financing, rather than revenues, as our primary sources of capital.

                                       20
<Page>

Completion of our PCS network will require substantial capital, which we expect
could total approximately $172 million in 2001 to 2003. Our build-out plan
includes the installation of three switches and over 500 radio communications
sites by the end of 2001. In addition, we will develop approximately 25
company-owned Sprint PCS stores and associated administrative systems within the
same time period. As of June 30, 2001, we have 18 retail stores in operation in
our markets. We also had 453 radio communications sites generating revenues as
of June 30, 2001.

On March 31, 2000, we signed a senior secured credit agreement with Paribas,
which 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. Concurrently with the closing
of our senior subordinated discount notes, we borrowed $75.0 million of term
loans, which were funded into an escrow account. On October 13, 2000 and April
12, 2001, we made drawings under the term loan A of $30.0 million each. The
proceeds were also funded into the escrow account. These borrowings under the
credit facility at June 30, 2001 bear interest at LIBOR plus 4.25% for the term
loan B and LIBOR plus 3.25% for the term loan A. The escrow account will remain
the property of our lenders and will not be released to us if an event of
default has occurred under the credit agreement. Additionally, the escrow
account will not be released to us until specified conditions have been
satisfied. These conditions include, among others, evidence that we have used
all of the proceeds from our sale of Operating Company's senior subordinated
discount notes and from our initial public offering to pay fees and expenses in
connection with these offerings, to fund the build-out of our network and for
other general corporate and working capital purposes. Our senior credit facility
contains financial and other covenants customary for the wireless industry, and
is secured by a first priority lien on our assets and a pledge by UbiquiTel of
the capital stock of Operating Company. Scheduled amortization payments of
principal for the term loans under the senior credit facility begin on June 30,
2004. 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 $25.0 million of
subordinated bridge financing to VIA Wireless pending the closing of the
transaction. The additional borrowing increased the term loan B to $125.0
million. Additional borrowings under our senior credit facility must be placed
into escrow until the conditions to release our initial borrowings have been
satisfied. We drew down from the escrow account approximately $150.0 million in
August 2001. The lenders' increase in the senior credit facility is subject to
the satisfaction of certain conditions, including UbiquiTel completing both the
VIA Wireless transaction and a sale of certain non-essential assets acquired in
the VIA Wireless transaction for consideration of at least $50.0 million on or
before December 31, 2001. If both transactions are not completed by December 31,
2001, the $50.0 million term loan B will be prepayable automatically, together
with a prepayment premium of $1.0 million and the borrowing availability under
the senior credit facility will be reduced automatically by $50.0 million to
$250.0 million. For additional information regarding the $50.0 million increase
in our senior credit facility, see Note 5 to the consolidated financial
statements of UbiquiTel included elsewhere herein.

As of June 30, 2001, we had approximately $42.7 million in cash and cash
equivalents, and an additional $185.0 million in an escrow account subject to
release pending satisfaction of certain conditions under our senior credit
facility. Working capital was approximately $219.9 million.

Net cash used by operating activities was approximately $18.5 million for the
six months ended June 30, 2001. This was primarily attributable to the operating
loss of approximately $38.2 million being partly offset by noncash items of
approximately $19.8 million and cash used for working capital of approximately
$138,000.

Net cash used in investing activities was approximately $166.3 million during
the six months ended June 30, 2001. In addition to capital expenditures of
approximately $68.4 million, investing activities included an advance to VIA
Wireless of $13.0 million under the revolving credit and term loan agreement
between Operating Company and VIA Wireless, and approximately $4.9 million in
fees and expenses relating to the proposed acquisition of VIA Wireless.

                                       21
<Page>

Cash used in investing activities also included an investment of $80.0 million
of restricted cash in short term securities.

Net cash provided by financing activities was approximately $79.9 million,
consisting primarily of the funding under the increase in our senior credit
facility. The proceeds were reduced by approximately $132,000 in payments under
the capital leases.

As part of our management agreement, Sprint PCS requires us to build out
portions of our network by various dates including December 31, 2000, March 31,
2001, September 30, 2001 and June 1, 2005. We believe we have sufficient funds
available through cash, investments and future advancements under our senior
credit facility to fund capital expenditures, including the completion of our
build-out, working capital requirements and operating losses through 2003. The
actual funds required to build out our portion of the Sprint PCS network and to
fund operating losses and working capital needs may vary materially from our
estimates, and additional funds could be required.

       INFLATION

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

       SEASONALITY

Our business is seasonal because the wireless industry is 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 year-end
holiday shopping, the timing of new product and service offerings, competitive
pricing pressures and aggressive marketing and promotions during the holiday
season.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

We are exposed to certain market risks which are inherent in our financial
instruments. These instruments arise from transactions entered into in the
normal course of business. We are currently subject to interest rate risk on our
existing credit facility. Our fixed rate debt will consist primarily of accreted
balance of our senior subordinated discount notes. Our variable rate debt will
consist of borrowings made under our senior credit facility.

    Our primary market risk exposure will relate to:

    -  the interest rate risk on long-term and short-term borrowings;

    -  our ability to refinance our senior subordinated discount notes at
       maturity at market rates; and

    -  the impact of interest rate movements on our ability to meet interest
       expense requirements and meet financial covenants.

We may decide, from time to time, to manage the interest rate risk on our
outstanding long-term and short-term debt through the use of fixed and variable
rate debt and interest rate swaps, but are not obligated to do so.

The Company's senior credit facility is subject to market risk and interest rate
changes. At our option, the term loans under the credit facility bear interest
at either LIBOR plus a specified margin or prime plus a specified margin. The
outstanding principal balance on the credit facility was approximately $185.0
million at June 30, 2001.

                                       22
<Page>

Considering this total outstanding balance of approximately $185.0 million at
June 30, 2001, a 1% change in interest rate would result in an increase in
pre-tax losses of approximately $1.85 million per year.

                           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

(c) During the quarter ended June 30, 2001, UbiquiTel granted employee stock
options to purchase a total of 30,000 shares of its common stock at exercise
prices equal to the fair market value of the common stock on the date of grant.
In addition, UbiquiTel issued an aggregate of 1,172,861 shares of its common
stock in connection with the exercise of outstanding employee stock options and
warrants. The grant and issuance of such securities was deemed to be exempt from
registration under the Securities Act of 1933 in reliance upon Section 4(2)
thereof as transactions not involving public offerings.

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

           None.

      (b)  EXHIBITS:

<Table>
<Caption>

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

           10.1                      Amended and Restated Warrant Agreement
                                     dated as of June 18, 2001 by and between
                                     UbiquiTel Inc. and Paribas North America,
                                     Inc.
</Table>

                                       23
<Page>

                                   SIGNATURES

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

                               CO-REGISTRANTS:

                               UBIQUITEL INC.
                               UBIQUITEL OPERATING COMPANY


                               By: /s/ Donald A. Harris
                                   -------------------------------------
                                   Donald A. Harris
                                   Chairman of the Board, President
                                   and Chief Executive Officer
                                   (Principal Executive Officer)



                               By: /s/ James J. Volk
                                   -------------------------------------
                                   James J. Volk
                                   Chief Financial Officer
                                   (Principal Financial and Accounting Officer)


August 13, 2001

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