---

---

UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 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 March 31, 2002

Commission File Number 000-30761

UbiquiTel Inc.

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

|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)                          

Co-Registrant's telephone number:(610) 832-3300

Commission
File Number 333-39950

UbiquiTel Operating Company

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

|Delaware                                         |  | 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)                          

Co-Registrant's telephone number:(610) 832-3300

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

There
were 81,116,465 shares of common stock, $.0005 par value, of UbiquiTel Inc. outstanding at May 10, 2002.

There
were 1,000 shares of common stock, $.01 par value, of UbiquiTel Operating Company outstanding at May 10, 2002, all of which were owned by UbiquiTel Inc.

---

---

---

UbiquiTel Inc. and Subsidiaries
Form 10-Q for the Quarter Ended March 31, 2002
INDEX

|                              |  |                                                                                                      |  | Page
|----------------------------- |  | ---------------------------------------------------------------------------------------------------- |  | ----
|PART I. FINANCIAL INFORMATION |  |                                                                                                     
|Item 1.                       |  | Financial Statements                                                                                 |  |     
|                              |  | Consolidated Balance Sheets as of March 31, 2002 (unaudited) and December 31, 2001 (audited)         |  | 4   
|                              |  | Consolidated Statements of Operations for the three months ended March 31, 2002 and 2001 (unaudited) |  | 5   
|                              |  | Consolidated Statements of Cash Flows for the three months ended March 31, 2002 and 2001 (unaudited) |  | 6   
|                              |  | Notes to Consolidated Financial Statements                                                           |  | 7   
|Item 2.                       |  | Management's Discussion and Analysis of Financial Condition and Results of Operations                |  | 15  
|Item 3.                       |  | Quantitative and Qualitative Disclosures About Market Risk                                           |  | 26  
|PART II. OTHER INFORMATION    |  |                                                                                                     
|Item 1.                       |  | Legal Proceedings                                                                                    |  | 27  
|Item 2.                       |  | Changes in Securities and Use of Proceeds                                                            |  | 27  
|Item 3.                       |  | Defaults Upon Senior Securities                                                                      |  | 27  
|Item 4.                       |  | Submission of Matters to a Vote of Security Holders                                                  |  | 27  
|Item 5.                       |  | Other Information                                                                                    |  | 27  
|Item 6.                       |  | Exhibits and Reports on Form 8-K                                                                     |  | 27  
|Signatures                    |  | 28                                                                                                  

2

---

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

---



PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

|                                       |                                                                                                                                                    | March 31, 2002              |                                            | December 31, 2001 |        
|-------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | ------------------------------------------ | ----------------- | -------
|
|ASSETS                                 |                                                                                                                                                    |                             |                                            |                   |        
|CURRENT ASSETS:                        |                                                                                                                                                    |                             |                                            |                   |        
|                                       | Cash and cash equivalents                                                                                                                          |                             | $                                          | 100,567           |        
|                                       | Restricted cash                                                                                                                                    |                             |                                            | 5,205             |        
|                                       | Accounts receivable, net of allowance for doubtful accounts of $4,135 at March 31, 2002 and $4,244 at December 31, 2001                            |                             |                                            | 15,946            |        
|                                       | Inventory                                                                                                                                          |                             |                                            | 2,117             |        
|                                       | Prepaid expenses and other assets                                                                                                                  |                             |                                            | 4,484             |        
|                                       |                                                                                                                                                    |                             |                                            |                   |        
|                                       |                                                                                                                                                    | Total current assets        |                                            |                   | 128,319
|PROPERTY AND EQUIPMENT, NET            |                                                                                                                                                    |                             | 270,928                                    |                   |        
|CONSTRUCTION IN PROGRESS               |                                                                                                                                                    |                             | 19,301                                     |                   |        
|DEFERRED FINANCING COSTS, NET          |                                                                                                                                                    |                             | 13,032                                     |                   |        
|GOODWILL, NET                          |                                                                                                                                                    |                             | 39,994                                     |                   |        
|INTANGIBLE ASSETS, NET                 |                                                                                                                                                    |                             | 14,163                                     |                   |        
|OTHER INTANGIBLES, NET                 |                                                                                                                                                    |                             | 76,402                                     |                   |        
|OTHER LONG-TERM ASSETS                 |                                                                                                                                                    |                             | 5,480                                      |                   |        
|                                       |                                                                                                                                                    |                             |                                            |                   |        
|                                       |                                                                                                                                                    |                             | Total assets                               |                   | $      
|                                       |                                                                                                                                                    |                             |                                            |                   |        
|LIABILITIES AND STOCKHOLDERS' EQUITY   |                                                                                                                                                    |                             |                                            |                   |        
|CURRENT LIABILITIES:                   |                                                                                                                                                    |                             |                                            |                   |        
|                                       | Accounts payable                                                                                                                                   |                             | $                                          | 15,092            |        
|                                       | Accrued expenses                                                                                                                                   |                             |                                            | 16,989            |        
|                                       | Accrued compensation and benefits                                                                                                                  |                             |                                            | 1,358             |        
|                                       | Deferred revenue                                                                                                                                   |                             |                                            | 6,523             |        
|                                       | Interest payable                                                                                                                                   |                             |                                            | 1,844             |        
|                                       | Current portion of long-term debt                                                                                                                  |                             |                                            | 837               |        
|                                       | Other                                                                                                                                              |                             |                                            | 8,005             |        
|                                       |                                                                                                                                                    |                             |                                            |                   |        
|                                       |                                                                                                                                                    | Total current liabilities   |                                            |                   | 50,648 
|                                       |                                                                                                                                                    |                             |                                            |                   |        
|LONG-TERM DEBT                         |                                                                                                                                                    |                             | 405,060                                    |                   |        
|OTHER LONG-TERM LIABILITIES            |                                                                                                                                                    |                             | 5,464                                      |                   |        
|CAPITAL LEASE OBLIGATIONS, NON CURRENT |                                                                                                                                                    |                             | 420                                        |                   |        
|                                       |                                                                                                                                                    |                             |                                            |                   |        
|                                       |                                                                                                                                                    | Total long-term liabilities |                                            |                   | 410,944
|                                       |                                                                                                                                                    |                             |                                            |                   |        
|                                       |                                                                                                                                                    |                             | Total liabilities                          |                   |        
|                                       |                                                                                                                                                    |                             |                                            |                   |        
|COMMITMENTS AND CONTINGENCIES          |                                                                                                                                                    |                             |                                            |                   |        
|STOCKHOLDERS' EQUITY:                  |                                                                                                                                                    |                             |                                            |                   |        
|                                       | Preferred stock, par value $0.001 per share; 10,000 shares authorized; 0 shares issued and outstanding at March 31, 2002 and December 31, 2001     |                             |                                            |                  |        
|                                       | Common stock, par value $0.0005 per share; 240,000 shares authorized; 81,116 shares issued and outstanding at March 31, 2002 and December 31, 2001 |                             |                                            | 41                |        
|                                       | Additional paid-in-capital                                                                                                                         |                             |                                            | 294,842           |        
|                                       | Accumulated deficit                                                                                                                                |                             |                                            | (188,856          | )      
|                                       |                                                                                                                                                    |                             |                                            |                   |        
|                                       |                                                                                                                                                    | Total stockholders' equity  |                                            |                   | 106,027
|                                       |                                                                                                                                                    |                             |                                            |                   |        
|                                       |                                                                                                                                                    |                             | Total liabilities and stockholders' equity |                   | $      
|                                       |                                                                                                                                                    |                             |                                            |                   |        

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

4

---



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

|                                                                   |                                                                                      | Three Months Ended
March 31, 2002 |         | Three Months Ended
March 31, 2001 |       
|------------------------------------------------------------------ | ------------------------------------------------------------------------------------ | --------------------------------- | ------- | --------------------------------- | ------
|REVENUES:                                                          |                                                                                      |                                   |         |                                   |       
|                                                                   | Service revenue                                                                      |                                   | $       | 43,550                            |       
|                                                                   | Revenue from sale of handsets                                                        |                                   |         | 2,053                             |       
|                                                                   |                                                                                      |                                   |         |                                   |       
|                                                                   |                                                                                      | Total revenues                    |         |                                   | 45,603
|COSTS AND EXPENSES:                                                |                                                                                      |                                   |         |                                   |       
|                                                                   | Cost of service and operations (exclusive of depreciation as shown separately below) |                                   |         | 29,637                            |       
|                                                                   | Cost of products sold                                                                |                                   |         | 8,763                             |       
|                                                                   | Selling and marketing                                                                |                                   |         | 12,820                            |       
|                                                                   | General and administrative expenses excluding non-cash compensation charges          |                                   |         | 6,068                             |       
|                                                                   | Non-cash compensation for general and administrative matters                         |                                   |         | 94                                |       
|                                                                   | Depreciation and amortization                                                        |                                   |         | 10,356                            |       
|                                                                   |                                                                                      |                                   |         |                                   |       
|                                                                   |                                                                                      | Total costs and expenses          |         |                                   | 67,738
|                                                                   |                                                                                      |                                   |         |                                   |       
|OPERATING LOSS                                                     |                                                                                      |                                   | (22,135 | )                                 |       
|INTEREST INCOME                                                    |                                                                                      |                                   | 471     |                                   |       
|INTEREST EXPENSE                                                   |                                                                                      |                                   | (10,911 | )                                 |       
|                                                                   |                                                                                      |                                   |         |                                   |       
|LOSS BEFORE INCOME TAXES                                           |                                                                                      |                                   | (32,575 | )                                 |       
|INCOME TAX EXPENSE                                                 |                                                                                      |                                   |        |                                   |       
|                                                                   |                                                                                      |                                   |         |                                   |       
|NET LOSS                                                           |                                                                                      | $                                 | (32,575 | )                                 | $     
|                                                                   |                                                                                      |                                   |         |                                   |       
|BASIC AND FULLY DILUTED NET LOSS PER SHARE OF COMMON STOCK         |                                                                                      | $                                 | (0.40   | )                                 | $     
|                                                                   |                                                                                      |                                   |         |                                   |       
|BASIC AND FULLY DILUTED WEIGHTED-AVERAGE OUTSTANDING COMMON SHARES |                                                                                      |                                   | 81,116  |                                   |       
|                                                                   |                                                                                      |                                   |         |                                   |       

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

5

---



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

|                                                                                                |                                                               | Three Months Ended
March 31, 2002                   |         | Three Months Ended
March 31, 2001 |        
|----------------------------------------------------------------------------------------------- | ------------------------------------------------------------- | --------------------------------------------------- | ------- | --------------------------------- | -------
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                           |                                                               |                                                     |         |                                   |        
|Net loss                                                                                        |                                                               | $                                                   | (32,575 | )                                 | $      
|Adjustments to reconcile net loss to net cash used in operating activities:                     |                                                               |                                                     |         |                                   |        
|                                                                                                | Amortization of deferred financing costs                      |                                                     |         | 863                               |        
|                                                                                                | Amortization of intangible assets                             |                                                     |         | 2,495                             |        
|                                                                                                | Depreciation                                                  |                                                     |         | 7,861                             |        
|                                                                                                | Interest accrued on senior debt                               |                                                     |         | 6,452                             |        
|                                                                                                | Non-cash compensation from stock options granted to employees |                                                     |         | 94                                |        
|Changes in operating assets and liabilities exclusive of acquisitions and capital expenditures: |                                                               |                                                     |         |                                   |        
|                                                                                                | Accounts receivable                                           |                                                     |         | 5                                 |        
|                                                                                                | Inventory                                                     |                                                     |         | 2,574                             |        
|                                                                                                | Prepaid expenses and other assets                             |                                                     |         | 3,361                             |        
|                                                                                                | Accounts payable and accrued expenses                         |                                                     |         | 6,022                             |        
|                                                                                                |                                                               |                                                     |         |                                   |        
|                                                                                                |                                                               | Net cash used in operating activities               |         |                                   | (2,848 
|                                                                                                |                                                               |                                                     |         |                                   |        
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                           |                                                               |                                                     |         |                                   |        
|                                                                                                | Capital expenditures                                          |                                                     |         | (21,104                           | )      
|                                                                                                | Change in restricted cash                                     |                                                     |         | (22                               | )      
|                                                                                                | Cash advance to VIA Wireless                                  |                                                     |         |                                  |        
|                                                                                                | Acquisition costs                                             |                                                     |         |                                  |        
|                                                                                                |                                                               |                                                     |         |                                   |        
|                                                                                                |                                                               | Net cash used in investing activities               |         |                                   | (21,126
|                                                                                                |                                                               |                                                     |         |                                   |        
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                           |                                                               |                                                     |         |                                   |        
|                                                                                                | Drawings under senior secured credit facility                 |                                                     |         |                                  |        
|                                                                                                | Capital lease and long-term debt payments                     |                                                     |         | (203                              | )      
|                                                                                                |                                                               |                                                     |         |                                   |        
|                                                                                                |                                                               | Net cash (used in) provided by financing activities |         |                                   | (203   
|                                                                                                |                                                               |                                                     |         |                                   |        
|NET DECREASE IN CASH AND CASH EQUIVALENTS                                                       |                                                               |                                                     | (24,177 | )                                 |        
|CASH AND CASH EQUIVALENTS, beginning of period                                                  |                                                               |                                                     | 124,744 |                                   |        
|                                                                                                |                                                               |                                                     |         |                                   |        
|CASH AND CASH EQUIVALENTS, end of period                                                        |                                                               | $                                                   | 100,567 |                                   | $      
|                                                                                                |                                                               |                                                     |         |                                   |        
|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                                               |                                                               |                                                     |         |                                   |        
|                                                                                                | Cash paid for interest                                        |                                                     | $       | 3,402                             |        
|SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:                         |                                                               |                                                     |         |                                   |        
|                                                                                                | Network assets acquired but not yet paid                      |                                                     |         | 2,000                             |        

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

6

---



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

Principles of Consolidation and Use of Estimates

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

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

New Accounting Pronouncements

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

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

In
June 2001, the FASB issued SFAS No. 141, "Business Combinations" ("SFAS No. 141"), and SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS
No. 142"). SFAS No. 141 requires all

7

---

business combinations initiated after June 30, 2001 to be accounted for using the purchase method of accounting. SFAS No. 142, which was adopted by the Company effective
January 1, 2002, requires that goodwill and certain intangible assets resulting from business combinations entered into prior to June 30, 2001 no longer be amortized, but instead be
reviewed for recoverability. Any write-down of goodwill would be charged to results of operations as a cumulative change in accounting principle upon adoption of the new accounting
standard if the recorded value of goodwill and certain intangibles exceeds its fair value. Any write-down of goodwill up to and including December 31, 2001 would not be subject to
the rules of this new standard. The adoption of SFAS No. 142 is expected to reduce the amortization of goodwill by approximately $0.6 million for the twelve months ending
December 31, 2002; however, recoverability reviews may result in periodic write-downs subsequent to the date of adoption.

2. ORGANIZATION AND NATURE OF BUSINESS

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

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

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

On
February 22, 2001, UbiquiTel entered into a merger agreement for the acquisition of VIA Wireless LLC, a California limited liability company and Sprint PCS network partner
("VIA Wireless"). Upon the closing of the merger agreement, as amended and restated, on August 13, 2001, VIA Wireless became a wholly owned subsidiary of UbiquiTel through a series of mergers
and related transactions. In the transaction, shareholders of the members of VIA Wireless and certain employees of VIA Wireless received in the aggregate 16,400,000 shares of UbiquiTel's common stock,
and UbiquiTel assumed approximately $80.1 million of debt and incurred estimated transaction costs of $12.2 million. On October 17, 2001, UbiquiTel sold the VIA Wireless
California PCS licenses for $50.0 million in cash, resulting in net debt assumed in the acquisition of $30.1 million. VIA Wireless was the exclusive provider of Sprint PCS digital
wireless services to the central valley of California, which covers

8

---

approximately 3.4 million licensed residents. On February 21, 2001, in connection with the acquisition, UbiquiTel amended its agreement with Sprint PCS to expand our markets to include
the six VIA Wireless basic trading areas (BTAs) included under VIA Wireless' former affiliation agreement with Sprint PCS, including Bakersfield, Fresno, Merced, Modesto, Stockton and Visalia,
California, which went into effect at the closing of the acquisition. On December 31, 2001, through a series of mergers, certain corporate members of VIA Wireless merged into the sole remaining
member, VIA Holding Inc., which had become a wholly owned subsidiary of Operating Company effective immediately after the acquisition of VIA Wireless in August 2001.

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

3. BASIC AND DILUTED NET LOSS PER SHARE

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

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

Three Months Ended March 31,2002

2001(Unaudited)Stock options

4,611,000

4,271,000Warrants

3,665,183

4,813,987Total

8,276,183

9,084,987


9

---

4. PROPERTY AND EQUIPMENT, AND CONSTRUCTION IN PROGRESS

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

March 31, 2002

December 31, 2001(Unaudited)Network equipment

$
280,992

$
264,165Vehicles


1,171


938Furniture and office equipment


10,023


9,446Leasehold improvements


3,136


2,941Land


130


130Buildings


4,670


4,670300,122


282,290Accumulated depreciation


(29,194
)

(21,333
)Property and equipment, net

$
270,928

$
260,957Construction in progress

$
19,301

$
17,029


Depreciation
expense was approximately $7.9 million and $1.7 million for the three months ended March 31, 2002 and 2001, respectively.

5. LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS

Long-term debt and capital lease obligations outstanding as of March 31, 2002 and December 31, 2001 were as follows (in thousands):

|                                                                                 |                                                    | March 31, 2002 |         | December 31, 2001 |  
|-------------------------------------------------------------------------------- | -------------------------------------------------- | -------------- | ------- | ----------------- | -
|
|14% senior subordinated discount notes                                           |                                                    | $              | 300,000 |                   | $
|                                                                                 | Less: Discount                                     |                |         | (101,094          | )
|                                                                                 | Less: Detachable warrants                          |                |         | (12,828           | )
|Senior secured credit facility                                                   |                                                    |                | 215,000 |                   |  
|Capital lease obligations                                                        |                                                    |                | 1,003   |                   |  
|Building mortgage and other long-term liabilities                                |                                                    |                | 4,236   |                   |  
|                                                                                 |                                                    |                |         |                   |  
|                                                                                 | Total long-term debt and capital lease obligations |                |         | 406,317           |  
|                                                                                 | Less: current maturities                           |                |         | 837               |  
|                                                                                 |                                                    |                |         |                   |  
|Total long-term debt and capital lease obligations, excluding current maturities |                                                    | $              | 405,480 |                   | $
|                                                                                 |                                                    |                |         |                   |  

The
interest rates for the senior secured credit facility ranged from 5.2% to 6.6% during the three months ended March 31, 2002.

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

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. 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.

10

---

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

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

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

Operating
Company may borrow funds as either a base rate loan with an interest rate of prime plus 2.00% for the revolving loan and term loan A and prime plus 2.50% for term loan B or a
Eurodollar Loan with an interest rate of the London Interbank Offered Rate, commonly referred to as LIBOR, plus 4.25% for the revolving loan 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. In conjunction with the closing of the credit facility in
April 2000 and the increase in the facility in March 2001, the Company incurred financing fees of approximately $9.9 million which are being amortized over the term of the credit
facility.

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

VIA
Wireless had a mortgage in the amount of $3.9 million on the date of acquisition. The mortgage relates to a building and land that were purchased by VIA Wireless and had a
balance of approximately $3.7 million at March 31, 2002. The mortgage carries a fixed interest rate of 6.99% and is payable in monthly installments of approximately $37,000. The mortgage
is due to be repaid in full by April 2015.

The
senior credit facility contains covenants specifying the maintenance of certain financial ratios, reaching defined subscriber growth and network covered population goals, minimum
quarterly service revenues and limiting capital expenditures. Beginning with the three months ending September 30, 2002, the Company must meet additional financial ratios including total debt
to adjusted EBITDA and senior debt to adjusted EBIDTA (each as defined in the credit facility). Beginning with the three months ending December 31, 2003, the Company must meet additional
financial ratios including interest coverage to EBITDA, total debt to EBITDA and senior debt to EBITDA (each as defined in the credit facility), among other restrictions. As of March 31, 2002,
the Company believes it is in compliance with all financial and operational covenants associated with its senior credit facility and senior subordinated discount notes.

11

---

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 used to fund capital expenditures relating to the network build-out and operating losses.
The Notes have a ten-year maturity and will accrete in value until April 15, 2005 at an interest rate of 14%. Interest will become payable semiannually beginning on
October 15, 2005. Up to 35% of the Notes may be redeemable on or prior to April 15, 2003 from net proceeds of one or more public equity offerings, other than UbiquiTel's initial public
offering in June 2000. Any remaining Notes will be redeemable on or after April 15, 2005.

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

UbiquiTel
has fully and unconditionally guaranteed Operating Company's obligations under the Notes. UbiquiTel has no operations separate from its investment in Operating Company. The
summarized financial information of Operating Company as of March 31, 2002 and December 31, 2001 and for the three months ended March 31, 2002 and 2001 is presented below (in
thousands):

|Summarized Balance Sheet Data |                                                | March 31, 2002               |   | December 31, 2001 |        
|----------------------------- | ---------------------------------------------- | ---------------------------- | - | ----------------- | -------
|
|Assets:                       |                                                |                              |   |                   |        
|                              | Cash, restricted cash and other current assets |                              | $ | 128,319           |        
|                              | Property and equipment, net                    |                              |   | 270,928           |        
|                              | Construction in progress                       |                              |   | 19,301            |        
|                              | Other assets                                   |                              |   | 5,480             |        
|                              | Intangible assets                              |                              |   | 130,559           |        
|                              | Deferred financing costs                       |                              |   | 13,032            |        
|                              |                                                |                              |   |                   |        
|                              |                                                | Total assets                 |   | $                 | 567,619
|                              |                                                |                              |   |                   |        
|Liabilities and Equity:       |                                                |                              |   |                   |        
|                              | Accounts payable and accrued expenses          |                              | $ | 47,967            |        
|                              | Accrued interest                               |                              |   | 1,844             |        
|                              | Advances from parent                           |                              |   | 156,563           |        
|                              | Other long-term liabilities                    |                              |   | 5,464             |        
|                              | Long-term debts and leases                     |                              |   | 406,317           |        
|                              |                                                |                              |   |                   |        
|                              |                                                | Total liabilities            |   |                   | 618,155
|                              | Equity and accumulated deficit                 |                              |   | (50,536           | )      
|                              |                                                |                              |   |                   |        
|                              |                                                | Total liabilities and equity |   | $                 | 567,619
|                              |                                                |                              |   |                   |        

12

---

|                                                            |  | Three Months Ended March 31, |        
|----------------------------------------------------------- |  | ---------------------------- | -------
|
|
|
|Revenues                                                    |  | $                            | 45,603 
|Costs and expenses, including non-cash compensation charges |  |                              | (67,738
|Interest expense                                            |  |                              | (10,440
|                                                            |  |                              |        
|Net loss                                                    |  | $                            | (32,575
|                                                            |  |                              |        

7. ACQUISITION OF VIA WIRELESS LLC

On February 22, 2001, UbiquiTel entered into a merger agreement for the acquisition of VIA Wireless, a privately-held Sprint PCS network
partner. Upon the closing of the merger agreement, as amended and restated, on August 13, 2001, VIA Wireless became a wholly owned subsidiary of UbiquiTel through a series of mergers and
related transactions. In the transaction, shareholders of the members of VIA Wireless and certain employees of VIA Wireless received in the aggregate 16,400,000 shares of UbiquiTel's common stock
valued at approximately $122.0 million, and UbiquiTel assumed approximately $80.1 million of debt and incurred estimated transaction costs of $12.2 million. The total purchase
price and transaction costs were approximately $214.3 million. On October 17, 2001, UbiquiTel sold the VIA Wireless California PCS licenses for $50.0 million in cash, resulting in
net debt assumed in the acquisition of $30.1 million. VIA Wireless was the exclusive provider of Sprint PCS digital wireless services to the central valley of California. The acquisition has
been accounted for as a purchase and
accordingly the operating results of VIA Wireless and its subsidiary have been included in the statement of operations from the date of acquisition.

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

Net tangible assets

$
68,480Sprint PCS management agreement


79,121Subscriber base acquired


13,950California PCS licenses


50,000$
211,551


As
a result of the acquisition, the Company preliminarily recorded goodwill of $29.1 million. Goodwill will not be amortized in accordance with SFAS No. 142. The subscriber
base acquired is being amortized over three years, which approximates the average life of the Company's customer in this market. The Sprint PCS management agreement is being amortized over
18 years, which approximates the remaining life of the initial term of the Sprint PCS agreement covering the VIA Wireless service area.

13

---

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

Three Months Ended
March 31, 2001(In thousands, except per
share data)Total revenues

$
16,416Operating loss


(15,177
)Net loss


(19,600
)Net loss per common share, basic and diluted

$
(0.25
)


14

---



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

Forward-Looking Statements

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



These
and other applicable risks are described under the caption "BusinessRisk Factors" and elsewhere in UbiquiTel's Annual Report on Form 10-K for the
fiscal year ended December 31, 2001 filed with the Securities and Exchange Commission.

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 network partner with the exclusive right to provide 100% 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. In December 1999, we expanded our management agreement with Sprint PCS to include additional markets in the western and midwestern United States
for markets under the agreement with a total of 7.7 million residents.

15

---

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

During
the first half of 2001, we launched our remaining markets with deployment dates in 2001, including northern California, Nevada, southern Idaho, southern Utah, southern Indiana and
Kentucky. In February 2001, we entered into a merger agreement to acquire another Sprint PCS network partner, VIA Wireless LLC, the exclusive Sprint PCS provider to the central valley of
California market. We completed the mergers and related transactions in August 2001, issuing 16.4 million shares of common stock to the former VIA Wireless owners, assuming approximately
$80.1 of debt and incurring estimated transaction costs of approximately $12.2 million. In October 2001, we sold VIA Wireless' California PCS licenses to VoiceStream Wireless for
$50.0 million in cash, resulting in net debt assumed in the VIA Wireless acquisition of $30.1 million. Concurrently with the acquisition, we amended our senior credit facility to
increase our borrowing availability to $300.0 million and amended our Sprint PCS management agreement to include the central valley of California market with a total of 3.4 million
residents, bringing our licensed resident population under the agreement to approximately 11.1 million.

As
of March 31, 2002, we had approximately 202,100 subscribers. As of March 31, 2002, our network covered approximately 7.2 million residents which represents 65% of
the licensed population in our markets.

From
our inception on September 29, 1999 through March 31, 2002, we have incurred losses of approximately $188.9 million. We expect to continue to incur significant
operating losses and to generate significant negative cash flow from operating activities until at least 2003 while we continue to build our customer base and construct our PCS network. Through
March 31, 2002, we incurred approximately $226.3 million of capital expenditures, exclusive of approximately $79.6 million worth of network equipment acquired as part of the
Spokane market and VIA Wireless purchases.

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

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

16

---

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.

Significant Accounting Policies

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



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

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



We record equipment revenue for the sale of handsets and accessories to customers in our retail stores and local agents. We do not record equipment revenue on
handsets and accessories purchased by our customers from national third party retailers such as Radio Shack, Best Buy and Circuit City, or directly from Sprint PCS. Our customers pay an activation fee
when they initiate service. We defer this activation fee and record activation fee revenue over the average life of our customers, which we estimate to be 30 months. We recognize service
revenue from our customers as they use the service. Additionally, we provide a reduction of recorded revenue for billing adjustments and billing corrections.

17

---



Purchase price accounting requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair market value of the assets and
liabilities purchased. In our recording of the purchase of VIA Wireless, we engaged a nationally recognized valuation expert to assist us in determining the fair value of these assets and liabilities.
Included in the asset valuation for this purchase was the valuation of three intangible assets: the VIA Wireless subscriber base, the right to be
the exclusive provider of Sprint PCS services in the markets in which VIA Wireless operates and the California PCS licenses subsequently sold to VoiceStream Wireless. For the subscriber base and the
right to provide service under the Sprint PCS management agreement, finite useful lives of three years and 18 years, respectively, have been assigned to these intangible assets and each will be
amortized over its respective useful life.

Effective
January 1, 2002, we adopted Statement of Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142"), which requires
non-amortization of goodwill and intangible assets that have indefinite useful lives and annual tests of impairment of those assets. SFAS No. 142 also provides specific guidance
about how to determine and measure goodwill and intangible asset impairment, and requires additional disclosure of information about goodwill and other intangible assets. The adoption of SFAS
No. 142 is expected to reduce the amortization of goodwill by approximately $0.6 million for the twelve months ending December 31, 2002. We will assess on an annual basis the fair
values of the reporting units housing the goodwill and intangibles and, if necessary, assess on an interim basis for any impairments. Any write-offs would result in a charge to earnings
and a reduction in equity in the period taken.

Results of Operations

Analysis of the three months ended March 31, 2002 compared to the three months ended March 31, 2001

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

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



As of March 31, 2002, we provided personal communications services to approximately 202,100 customers compared to approximately 21,900 customers as of
March 31, 2001. During the three months ended March 31, 2002, we added 23,100 net additions compared to 5,300 net additions for the prior
period. The increase in net customers acquired was primarily due to increasing our network coverage (covered POPs) from 2.6 million at March 31, 2001 to 7.2 million at
March 31, 2002.



Churn is the monthly rate of customer turnover expressed as the percentage of customers of the beginning customer base that both voluntarily and involuntarily
discontinued service during the month. Churn is computed by dividing the number of customers that discontinued service during the month, net of 30 day returns, by the beginning customer base
for the period. Churn for the three months ended March 31, 2002 was approximately 4.3%, compared to 2.9% for the three months ended March 31, 2001. The increase in churn was primarily
the result of an increase in the amount of

18

---

sub-prime credit quality customers we added whose service was involuntarily discontinued during the period and customers acquired from VIA Wireless in August 2001.



An important operating metric in the wireless industry is average revenue per user (ARPU). ARPU summarizes the average monthly service revenue per customer,
excluding roaming revenue. ARPU is computed by dividing subscriber revenue by the average subscribers for the period. During the three months ended March 31, 2002 and 2001, our ARPU was
approximately $58 and $54, respectively. The increase in ARPU primarily resulted from customers selecting rate plans with higher monthly recurring charges.



Cost per gross addition (CPGA) summarizes the average cost to acquire new customers during the period. CPGA is computed by adding the income statement components
of selling and marketing and the cost of equipment, and reducing that amount by the equipment revenue recorded. That net amount is then divided by the gross customers acquired during the period. CPGA
was approximately $413 for the three months ended March 31, 2002 compared to approximately $458 for the three months ended March 31, 2001. The decrease in CPGA primarily resulted from
the increase in gross customer additions for the three months ended March 31, 2002 compared to the three months ended March 31, 2001, which reduced fixed costs on a per add basis.





19

---





20

---





The cost of products sold included the costs of handsets and accessories and totaled approximately $8.8 million and $1.0 million during the three
months ended March 31, 2002 and 2001, respectively. The cost of handsets exceeds the retail sales price because we subsidize the cost of handsets, consistent with industry practice. The
increase in cost of products sold was primarily attributable to the increase in our subscriber base and inventory reserves of approximately $1.2 million that were recorded during the three
months ended March 31, 2002. Handset subsidies on units sold by third parties totaled approximately $2.9 million and $0.3 million for the three months ended March 31, 2002
and 2001, respectively.



Selling expenses relate to our distribution channels, sales representatives, sales support personnel, retail stores, advertising programs and commissions. We
incurred expenses of approximately $12.8 million and $3.3 million during the three months ended March 31, 2002 and 2001, respectively. The increase in selling and marketing
expenses was primarily attributable to an increase in gross customer additions while being partially offset by lower CPGA rates.



We incurred general and administrative expenses (excluding non-cash expenses) totaling approximately $6.1 million and $3.0 million
during the three months ended March 31, 2002 and 2001, respectively. General and administrative expenses included approximately $2.2 million and $0.2 million of management fee
expense (defined as 8% of collected revenues) paid to Sprint PCS during the three months ended March 31, 2002 and 2001, respectively. The increase in general and administrative expenses was
primarily attributable to increased compensation and benefits related to the growth in the number of employees and the increase in management fee expense attributable to the increase in our subscriber
base. As of March 31, 2002 and 2001, we had approximately 73 and 43 employees performing corporate support functions, respectively.



During the three months ended March 31, 2002 and 2001, non-cash compensation for general and administrative matters totaled approximately
$0.1 million and $0.1 million, respectively. We apply the provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretations in accounting for our equity incentive plan. Unearned stock option compensation is recorded for the difference between the exercise price and the fair market value of our stock at the
date of grant and is recognized as non-cash stock option compensation expense in the period in which the related services are rendered.



Depreciation and amortization expense for the three months ended March 31, 2002 and 2001 totaled approximately $10.4 million and
$2.1 million, respectively. We depreciate our property and

21

---

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



For the three months ended March 31, 2002 and 2001, interest income was approximately $0.5 million and $3.6 million, respectively. The
interest income was generated from cash, cash equivalents and restricted cash balances. The decrease in interest income was primarily due to lower levels of cash, cash equivalents and restricted cash
combined with lower interest rates during the three months ended March 31, 2002 than during the three months ended March 31, 2001.



Interest expense totaled approximately $10.9 million during the three months ended March 31, 2002. We accrue interest at a rate of 14% per annum on
our senior subordinated discount notes through April 15, 2005 and will pay interest semiannually in cash thereafter. Interest on our senior credit facility was accrued at the London interbank
offered rate, based on contracts ranging from 30 to 180 days. During the three months ended March 31, 2001, interest expense was approximately $7.4 million. The increase in
interest expense was primarily due to higher debt levels during the three months ended March 31, 2002 than during the three months ended March 31, 2001.

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 and due to expected increases in interest rates.



For the three months ended March 31, 2002 and 2001, our net loss was approximately $32.6 million and $14.1 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 March 31, 2002, we have principally
relied on the proceeds from equity and debt financings, and to a lesser extent revenues, as our primary sources of capital. During the three month period ended September 30, 2001, we moved from
a construction and build-out phase to an operational phase.

Completion
of our PCS network required substantial capital, of which approximately $226.3 million has been incurred through March 31, 2002 and approximately
$35.0 million in additional capital expenditures is expected to be incurred to complete our required network build-out. Our build-out plan included the installation
and/or acquisition of five switches and approximately 794 radio communications sites by March 31, 2002. As of March 31, 2002, we had 33 retail stores in operation in our markets.

As
of March 31, 2002, we had approximately $105.8 million in cash, restricted cash and cash equivalents. Working capital was approximately $77.7 million. We believe
we have sufficient funds

22

---

available through cash, investments and future advancements under our senior credit facility to fund capital expenditures, including the completion of our required build-out, working
capital requirements and operating losses through 2004 when we expect to be free cash flow positive.

Net
cash used in operating activities was approximately $2.8 million and $8.4 million for the three months ended March 31, 2002 and 2001, respectively. Net cash used
in operating activities for the three months ended March 31, 2002 and 2001 was primarily attributable to the operating loss being partly offset by non-cash items and cash used for
working capital.

Net
cash used in investing activities was approximately $21.1 million and $101.5 million for the three months ended March 31, 2002 and 2001, respectively. For the
three months ended March 31, 2002, net cash used in investing activities was primarily related to capital expenditures of $21.1 million. For the three months ended March 31, 2001,
net cash used in investing activities of approximately $101.5 million was primarily related to capital expenditures of approximately $42.3 million, an advance to VIA Wireless of
$5.0 million under the revolving credit and term loan agreement between Operating Company and VIA Wireless, and approximately $4.1 million in fees and expenses relating to the
acquisition of VIA Wireless. Also included in cash used in investing activities for the prior period was an investment of $50.0 million of restricted cash in short-term securities.

Net
cash used in financing activities for the three months ended March 31, 2002 was approximately $0.2 million, consisting of capital lease and long-term debt
payments. For the three months ended March 31, 2001, net cash provided by financing activities was approximately $50.0 million, consisting primarily of the funding under the increase in
our senior credit facility.



At March 31, 2002, we had approximately $105.8 million of cash, restricted cash and cash equivalents and total availability under our senior credit
facility of $85.0 million. To date, we have used proceeds from our 2000 initial public offering of equity, the 2000 senior subordinated discount notes, borrowings from the senior credit
facility, and to a lesser extent revenues, to fund capital expenditures, operating losses, working capital and cash interest needs while we built out our PCS network and acquired customers. We believe
our financial position will be sufficient to meet the cash requirements of the business including: capital expenditures, operating losses, cash interest, required amortization of principal under the
senior credit facility and working capital needs. Our projections contain significant assumptions including projections for gross new customer additions, ARPU, churn, bad debt expense and roaming
revenue. We expect to be free cash flow positive in 2004.



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

We
may not be able to sustain our growth or obtain sufficient revenue to achieve and sustain profitability. We incurred EBITDA (earnings before interest, taxes, depreciation and
amortization) losses, excluding non-cash stock option compensation expense of approximately $0.1 million, in the three months ended March 31, 2002 of approximately
$11.7 million. Our business projections reflect continuing growth in our subscriber base and a reduction and eventual elimination of EBITDA losses as the cash flow generated by the growing
subscriber base exceeds costs incurred to acquire new customers. If we acquire more new customers than we project, the upfront costs to acquire those customers (including the handset subsidy,
commissions and promotional expenses) may result in greater EBITDA losses in the near term but higher cash flows in later periods. Conversely, if there is a slowdown in new subscriber growth in our
markets or the wireless industry generally, we may acquire fewer new customers, which would result in lower EBITDA losses in the near term but lower cash flows in later periods.

23

---



We were able to re-instate the deposit requirement for new sub-prime credit customers in late February 2002 in connection with the Sprint PCS Clear Pay
program. Sprint PCS made the required program changes to effect the deposit requirement for sub-prime customers (which was present in all of our distribution channels until
May 2001, when Sprint PCS introduced no deposit account spending limits (NDASL)). The re-instatement of deposits had a significant impact on gross customer additions during the last
five weeks of the three months ended March 31, 2002. While deposits for Clear Pay customers provide us with protection against bad debt expense for sub-prime customers, it has and
may continue to deter some potential customers with sub-prime credit from becoming subscribers. As a result, our gross additions may decline. As of March 31, 2002, 42% of our
approximate 202,100 subscribers had a credit rating placing them in the sub-prime category. If the deposit requirement for new sub-prime credit customers continues to deter
some potential customers with sub-prime credit from becoming subscribers, we may acquire fewer new customers, which would result in lower EBITDA losses in the near term but lower cash
flows in later periods.

We
may receive a significantly lower roaming rate in 2003 and thereafter. We are paid a fee from Sprint PCS for every minute that a Sprint PCS subscriber based outside of our markets
uses our network; we refer to such fees as travel revenue. Similarly, we pay a fee to Sprint for every minute that our customers use the Sprint PCS network outside of our markets; we refer to such
fees as travel expense. Under our original agreement with Sprint PCS, Sprint had the right to change the reciprocal travel rate exchanged for customers who roam into the other party's or another
network partner's network. In April 2001, we, along with other network partners, and Sprint PCS reached an agreement in principle to reduce this reciprocal travel rate exchanged between Sprint
PCS and us for customers who travel into the other party's, or another network partner's, markets. The rate was reduced from $0.20 per minute of use to $0.15 per minute of use beginning June 1,
2001, and to $0.12 per minute of use beginning October 1, 2001. The travel rate for calendar year 2002 is $0.10 per minute. For calendar year 2003 and beyond, the details of the agreement in
principle have not yet been finalized. Depending on the details of the final agreement, the reciprocal travel rate may be less than the rate charged in 2002. While a much lower travel rate would
significantly reduce the travel revenue we receive, it would also significantly reduce the travel expense we pay to Sprint PCS. The ratio of travel-in minutes to travel-out
minutes for the three months ended March 31, 2002 was two to one. We project that by 2005, the growth in our customer base will result in a ratio of revenue to expense approaching one to one,
minimizing the net earnings and EBITDA impact of any substantial reduction in the travel rate.

Our
ability to borrow funds under our senior credit facility may be terminated due to our failure to maintain or comply with the restrictive financial and operating covenants contained
in the agreement governing the senior credit facility. The senior credit facility contains covenants specifying the maintenance of certain financial ratios, reaching defined subscriber growth and
network covered population goals, minimum quarterly service revenues and limiting capital expenditures. We believe that we are currently in compliance, and will remain in compliance for the
foreseeable future, with all financial and operational covenants relating to the senior credit facility. If we are unable to operate our
business within the covenants specified in the senior credit facility, our ability to obtain future amendments to the covenants in the senior credit facility is not guaranteed and our ability to make
borrowings required to operate our business could be restricted or terminated. Such a restriction or termination would have a material adverse affect on our liquidity.

Variable
interest rates may increase substantially. At March 31, 2002, we had $215.0 million outstanding under our senior credit facility. The rate of interest on the
facility is presently based on a margin above the London interbank offered rate (LIBOR). Our weighted average borrowing rate on variable rate borrowings was 5.95% for the three months ended
March 31, 2002. Increases in a market interest rate substantially above our estimates may result in unanticipated cash interest costs.

We
may not be able to access the credit markets for additional capital if the liquidity discussed above is insufficient for the cash needs of our business. We frequently evaluate options
for additional

24

---

financings to supplement our liquidity position and maintain maximum financial flexibility. However, if the assumptions used in our projections are incorrect, we may be unable to raise additional
capital.



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

The
$300.0 million senior credit facility provides for a $55.0 million revolving loan, a term loan A of $120.0 million and a term loan B of $125.0 million.
The term loans A and B are required to be repaid beginning in June 2004 in fourteen and eighteen consecutive quarterly installments, respectively. The revolving loan and term loan A will mature
in October 2007 and the term loan B will mature in October 2008. The commitment fee on unused borrowings is 1.375%, payable quarterly. As of March 31, 2002, $85.0 million
remained available for borrowing under the senior credit facility. Our obligations under the senior credit agreement are secured by all of our assets. The senior credit facility is subject to certain
restrictive covenants including maintaining certain financial ratios, reaching defined subscriber growth and network covered population goals, minimum quarterly service revenues and limiting annual
capital expenditures.

As
of March 31, 2002, management believes that we are in compliance with all financial and operational covenants associated with our senior credit facility, senior subordinated
discount notes and Sprint PCS agreement.



We are obligated to make future payments under various contracts we have entered into, including amounts pursuant to the senior credit facility; noncancelable
operating lease agreements for office space, retail stores, cell sites and office equipment; capital leases; the VIA Wireless building mortgage and other long-term liabilities; and the
senior subordinated discount notes. Future minimum contractual cash obligations for the next five years and in the aggregate at March 31, 2002, are expected to be as follows (dollars in
thousands):

Payments due by periodContractual obligation

Total

Less than
1 year

1-3 years

4-5 years

After
5 yearsSenior credit facility(1)

$
215,000

$


$
8,063

$
67,750

$
139,187Operating leases(2)


93,387


15,088


31,400


33,394


13,505Capital leases


1,003


598


405





Building mortgage and other long-term liabilities


4,236


239


526


602


2,869Senior discount notes


300,000











300,000$
613,626

$
15,925

$
40,394

$
101,746

$
455,561


---

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

25

---



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



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

ITEM 3. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business, our operations are exposed to interest rate risk on our senior credit facility and any future financing requirements. Our fixed
rate debt consists primarily of the accreted carrying value of the senior subordinated discount notes ($198.9 million at March 31, 2002). Our variable rate debt consists of borrowings
made under the senior credit facility ($215.0 million at March 31, 2002). Our primary interest rate risk exposures relate to (i) the interest rate on long-term
borrowings; (ii) our ability to refinance the senior subordinated discount notes at maturity at market rates; and (iii) the impact of interest rate movements on our ability to meet
interest expense requirements and financial covenants under our debt instruments.

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

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

Years ending December 31,2002

2003

2004

2005

2006Senior subordinated discount notes

220,388

252,380

289,119

300,000

300,000Fixed interest rate

14.0
%
14.0
%
14.0
%
14.0
%
14.0
%Principal repayments









Senior credit facility

245,000

245,000

236,937

222,437

169,187Variable interest rate(1)

6.3
%
8.1
%
9.0
%
9.0
%
9.0
%Principal payments





8,063

14,500

53,250


---

26

---



PART II. OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 2. Changes in Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

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

None.

Item 5. Other Information

None.

Item 6. Exhibits and Reports on Form 8-K

(a) Reports on Form 8-K

Two reports on Form 8-K were filed during the quarter ended March 31, 2002:

|Date              |  | Item Reported On                                                                                               
|----------------- |  | ---------------------------------------------------------------------------------------------------------------
|February 7, 2002  |  | Item 5. Other Events. UbiquiTel reported that it reaffirmed guidance previously issued on its funding position.
|February 25, 2002 |  | Item 5. Other Events. UbiquiTel reported its fourth quarter and fiscal year-end 2001 results.                  

(b) Exhibits:

None.

27

---



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)                         

May 14,
2002

28

---

QuickLinks