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UNITED STATES
SECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

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FORM 10-K

|(Mark One)                                  |                                                                                           
|------------------------------------------- | ------------------------------------------------------------------------------------------
|ý                                           | Joint Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|For the fiscal year ended December 31, 2003
|or                                         
|o                                           | Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934  
|For the transition period from
 to         
|Commission File Number:000-30761           

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

|Delaware(State of incorporation)                                                         |  | 23-3017909(I.R.S. Employer Identification No.)
|---------------------------------------------------------------------------------------- |  | ----------------------------------------------
|One West Elm Street, Suite 400, Conshohocken, PA(Address of principal executive offices) |  | 19428(Zip code)                               
|Co-Registrant's telephone number:(610) 832-3300                                         
|Commission File Number:333-39950                                                        

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

|Delaware(State of incorporation)                                                                                      |  | 23-3024747(I.R.S. Employer Identification No.)
|--------------------------------------------------------------------------------------------------------------------- |  | ----------------------------------------------
|One West Elm Street, Suite 400, Conshohocken, PA(Address of principal executive offices)                              |  | 19428(Zip code)                               
|Co-Registrant's telephone number:(610) 832-3300                                                                      
|Securities registered pursuant to Section 12(b) of the Act:None                                                      
|Securities registered pursuant to Section 12(g) of the Act: UbiquiTel Inc., Common Stock, par value $0.0005 per share

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 such 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

Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the
applicable co-registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. o

Indicate
by check mark whether the registrant is an accelerated filer (as defined in Exchange Act
Rule 12b-2). Yes ý    No o

The
aggregate market value of the voting common stock held by non-affiliates of UbiquiTel Inc. as of June 30, 2003 was approximately $94,888,763. Directors and
executive officers of UbiquiTel Inc. are considered affiliates for purposes of this calculation but should not necessarily be deemed affiliates for any other purpose.

There
were 92,579,141 shares of common stock, $0.0005 par value, of UbiquiTel Inc. outstanding at February 10, 2004.

There
were 1,000 shares of common stock, $0.01 par value, of UbiquiTel Operating Company outstanding at February 10, 2004, all of which were owned by UbiquiTel Inc.

Explanatory
Note: UbiquiTel Operating Company, a wholly owned subsidiary of UbiquiTel Inc., meets the conditions set forth in General Instruction I(1)(a) and (b) of
Form 10-K and is therefore filing this form with the reduced disclosure format.

Documents Incorporated by Reference:Portions of UbiquiTel Inc.'s definitive proxy statement for the 2004 annual meeting
of shareholders are incorporated by reference into Part II (Item 5) and Part III (Items 10-14) of this Joint Annual Report on Form 10-K.

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UbiquiTel Inc. and UbiquiTel Operating Company        Joint Annual Report on Form 10-K

TABLE OF CONTENTS

|PART I                                    
|------------------------------------------
|Item 1.                                   
|Item 2.                                   
|Item 3.                                   
|*Item 4.                                  
|PART II                                   
|Item 5.                                   
|Item 6.                                   
|Item 7.                                   
|Item 7A.                                  
|Item 8.                                   
|Item 9.                                   
|Item 9A.                                  
|PART III                                  
|*Item 10.                                 
|*Item 11.                                 
|*Item 12.                                 
|*Item 13.                                 
|*Item 14.                                 
|PART IV                                   
|Item 15.                                  
|Signatures                                
|Index to Consolidated Financial Statements

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1

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PART I

ITEM 1. Business

Special Note Concerning Forward-Looking Statements

We believe that it is important to communicate our future expectations to our security holders and to the public. This report, therefore, contains, or
incorporates by reference, statements about future events and expectations which are "forward-looking statements" within the meaning of Sections 27A of the Securities Act of 1933 and 21E of the
Securities Exchange Act of 1934, including the statements about our plans, objectives, expectations and prospects under the headings "Item 1. Business" and "Item 7. Management's Discussion and
Analysis of Financial Condition and Results of Operations." You can expect to identify these statements by forward-looking words such as "may," "might," "could," "would," "anticipate," "believe,"
"plan," "estimate," "project," "forecast," "expect," "intend," "seek" and other similar expressions. Any statement contained or incorporated by reference in this report that is not a statement of
historical fact may be deemed to be a forward-looking statement. Although we believe that the plans, objectives, expectations and prospects reflected in or suggested by our forward-looking statements
are reasonable, those statements involve risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results,
performance or achievements expressed or implied by these forward-looking statements, and we can give no assurance that our plans, objectives, expectations and prospects will be achieved.

Important
factors that might cause our actual results to differ materially from the results contemplated by the forward-looking statements are contained in the "Risk Factors" section in
this Item 1, in "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and elsewhere in this report and our future filings with the Securities and Exchange
Commission. All written or oral forward-looking statements attributable to us are expressly qualified in their entirety by these cautionary statements.

Available Information

Our Internet address is www.ubiquitelpcs.com. We make available on our Internet website free of charge our Annual Reports on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and amendments to those reports as soon as practicable after we electronically file such material
with the Securities and Exchange Commission. The information contained on our website is not incorporated by reference in this report.

Explanatory Note and Certain Definitions

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, 14% senior discount notes due 2010 and 14%
Series B senior discount notes due 2008 (collectively, the "Notes"). UbiquiTel has provided a full, unconditional, joint and several guaranty of Operating Company's obligations under the Notes.
UbiquiTel has no operations separate from its investment in Operating Company. Pursuant to Rule 12h-5 of the Securities Exchange Act, no separate financial statements and other
disclosures concerning Operating Company other than narrative disclosures set forth in Note 15 to the Consolidated Financial Statements have been presented herein.

In
this report, unless the context indicates otherwise, references to "UbiquiTel," the "Company," "we," "us" and "our" means collectively UbiquiTel Inc., UbiquiTel Operating
Company and their consolidated subsidiary, UbiquiTel Leasing Company. "Sprint PCS" refers collectively to Sprint Spectrum L.P., WirelessCo, L.P., Sprint Telephony PCS, L.P., Sprint PCS License, L.L.C.
and Sprint Communications Company L.P. "Sprint" refers collectively to Sprint Corporation and its affiliates. A

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"PCS
affiliate of Sprint" is an entity, such as us, whose sole or predominant business is operating (directly or through one or more subsidiaries) a personal communications service business pursuant
to affiliation or management agreements with Sprint Spectrum L.P. and/or its affiliates, or their successors. "Sprint PCS products and services" refers to digital wireless personal communications
services, including wireless voice and data services, and related retail products, including handsets and wireless devices, in any case, offered under the Sprint brand name. Statements in this report
regarding Sprint or Sprint PCS are derived from information contained in our management and related agreements with Sprint PCS, periodic reports and other documents filed by Sprint and Sprint Spectrum
L.P. with the Securities and Exchange Commission, or press releases issued by Sprint or Sprint PCS.

Market and Other Data

Market data and other statistical information used throughout this report are based on independent industry publications, government publications, reports by
market research firms and other published independent sources, as well as information provided to us by Sprint. Some data are also based on our good faith estimates, which are derived from our review
of internal surveys and independent sources, including information provided to us by Sprint, the U.S. Census Bureau and Kagan World Media. Although we believe these sources are reliable, we have not
independently verified the information and cannot guarantee its accuracy and completeness.

This
report contains trademarks, service marks and trade names of companies and organizations other than us.

Use of Certain Terms

In the second quarter of 2003, we initiated a reseller program with Virgin Mobile USA in our markets, under which Virgin Mobile began reselling wireless services
to its customers on a pre-paid basis using our network in our markets. We also market the Virgin Mobile pre-paid services through our retail stores. At December 31,
2003, we had approximately 22,700 reseller subscribers. In this "Business" section, unless the context indicates otherwise, all references to amounts of "subscribers" or "customers" exclude reseller
subscribers.

Overview

We have the exclusive right under our management agreement with Sprint PCS to provide digital wireless personal communications services, or PCS, under the Sprint
brand name to markets in the western and midwestern United States which include a total population of approximately 10.0 million residents, which we refer to as POPs, covering portions of
California, Nevada, Washington, Idaho, Utah, Wyoming, Indiana and Kentucky. Sprint has PCS licenses to cover more than 280 million people across all 50 states, Puerto Rico and the U.S. Virgin
Islands. We do not own any PCS licenses in our markets or elsewhere, so generally we can only operate our business so long as we remain a PCS affiliate of Sprint and Sprint and related entities
continue to own the PCS licenses in our markets. Sprint directly operates its PCS network in major metropolitan markets throughout the United States. Sprint also has entered into independent
management agreements with various PCS affiliates of Sprint, such as us, under which the PCS affiliates of Sprint have agreed to construct and manage the PCS networks under the Sprint brand name in
midsize and smaller markets. Sprint is not obligated to provide us with any support in connection with our business or otherwise, other than performing its contractual obligations under the management
agreement and other related agreements between us.

Sprint
operates a 100% digital PCS wireless network in the United States and holds licenses to provide PCS nationwide, using code division multiple access, or CDMA, technology. Sprint,
directly and indirectly through PCS affiliates such as us, provides wireless services in more than 4,000 cities and communities across the country.

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As
of December 31, 2003, we had approximately 327,700 customers and total network coverage of approximately 7.8 million residents. For the year ended December 31,
2003, we generated revenue of approximately $273.3 million.

Recent Developments

Offering by UbiquiTel Operating Company of Senior Notes.We announced on February 13, 2004
that our operating subsidiary, UbiquiTel Operating Company, has priced an offering of $270.0 million in aggregate principal amount of its senior notes due 2011 in a transaction exempt from the
registration requirements of the Securities Act of 1933, as amended. The senior notes will be issued at a price of 98.26% and pay interest semi-annually at an annual rate of 9.875%.
Operating Company intends to complete the offering on or about February 23, 2004. No assurance can be given as of the date of the filing of this Annual Report on Form 10-K
that the offering will be completed, and the completion of the offering is subject to customary conditions. If Operating Company completes the offering, the net proceeds will be used to repay and
terminate our senior secured credit facility, including the repayment of $230.0 million in outstanding borrowings plus accrued interest and termination of the $47.7 million revolving
line of credit, to redeem all of its outstanding 14% Series B senior discount notes due 2008 ($14.5 million outstanding principal amount) for approximately $12.5 million and to
purchase $16.0 million principal value of its outstanding 14% senior discount notes due 2010 for $15.2 million.

Changes to our management and services agreements with Sprint PCS.Effective November 1, 2003,
we entered into amendments to our management and services agreements that govern our relationship with Sprint PCS. These amendments provide us with a number of benefits, including fixed rates for back
office services provided to us by Sprint and a fixed reciprocal roaming rate through 2006 which provides clarity and predictability to the profitability of our roaming business. We expect the
reduction in the back office rates to provide an approximate 15% reduction from our 2003 cost structure. With among the highest roaming ratios of the PCS affiliates of Sprint and with the expected
rapid growth in minutes in our reseller channel from the anticipated addition of Qwest Communications customers in 2004 (see "Other recent developments"), we forecast that the extension
of the 2003 roaming and reseller rates through 2006 will allow our wholesale revenues to grow by approximately 50% in 2004. In addition, we believe that the amendments simplify the way we conduct
business with
Sprint, allowing us to continue to focus our attention on sustaining the growth of our business and achieving profitability.

The
amendments, among other things, establish fixed per subscriber costs for services we purchase from Sprint through December 31, 2006. The amendments create a new "CCPU fee,"
which consolidates numerous fees that were previously settled separately, for back office services such as billing and customer care. The CCPU fee has been set at $7.70 per average number of
subscribers per month through December 31, 2006, which represents a reduction from the per subscriber costs of the combined services that we incurred during 2003. The amendments also create a
new "CPGA fee," which consolidates numerous fees that were previously settled separately, for marketing services such as subscriber activations and handset logistics. The CPGA fee will be calculated
as 5.2% of Sprint PCS' most recently reported cost per gross addition and is applied to the actual number of gross subscriber activations we experience on a monthly basis.

The
amendments also establish a fixed reciprocal roaming rate with Sprint PCS through December 31, 2006 at $0.058 per minute for voice minutes and $0.0020 per kilobit for data.
After December 31, 2006, the reciprocal voice and data roaming rates will be based on a predetermined formula. These new fixed rates are higher than the rates Sprint PCS has established for
2004 for its PCS affiliates that have not amended their affiliation or management agreements and services agreements with Sprint PCS.

The
amendments to our management agreement with Sprint PCS provide us protective rights under certain conditions to decline to implement future program requirement changes that Sprint
could

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impose
that adversely affect our business. A program requirement change can generally alter certain operating parameters of our business to coincide with changes that are being made by Sprint PCS
nationally and could affect our revenues, expenses and/or capital expenditures. The amendments permit us to challenge a change in program requirements if we can demonstrate that such change is
materially adverse to our operations or exceeds certain spending requirements (each as specified in the amendments). Under our prior arrangement with Sprint PCS, Sprint PCS could deem us in breach of
our management agreement if we failed to implement a program change, even if such a change would have an adverse impact on our operations.

The
amendments also grant us the right to amend our management agreement and services agreement to obtain the most favorable terms provided under a management agreement or services
agreement between Sprint and a PCS affiliate of Sprint similarly situated to us if, prior to December 31, 2006, Sprint amends the terms of any of those agreements of such similarly situated PCS
affiliate of Sprint. This right is only effective, however, if we agree to accept all the terms and conditions set forth in the other agreements and is subject to specified restrictions on its
applicability.

In
conjunction with the amendments to our Sprint PCS agreements, we resolved all previously disputed charges between us and Sprint. As a result, in September 2003, we recorded a
one-time adjustment to reduce operating expenses by approximately $3.2 million relating to the resolution of more than $7.5 million of previously disputed charges with Sprint
PCS for which we had fully reserved the amounts under dispute. The adjustment reduced cost of service and operations expense by approximately $3.2 million and we paid Sprint PCS approximately
$4.3 million in conjunction with other previously disputed charges in November 2003. In addition, in the fourth quarter, we recorded a $1.3 million adjustment to reduce operating
expenses when we transitioned from the "collected revenue" to the "billed revenue" method for reconciling amounts due to the Company for accounts receivable.

For
a description of our agreements with Sprint PCS, as most recently modified by these amendments, see "Sprint PCS Agreements."

Wireless local number portability.As mandated by the Federal Communications Commission, on
November 24, 2003, wireless local number portability, or WLNP, became effective in the 100 largest metropolitan statistical areas, or MSAs, in the United States. WLNP allows a wireless
subscriber to switch wireless carriers but keep his or her wireless telephone number. WLNP is currently mandated in approximately 25% of our markets. WLNP must be available in the rest of our markets
within six months of a request from another wireless carrier with respect to that market or by May 24, 2004, whichever is later. WLNP had no material impact on our results for the year ended
December 31, 2003.

Other recent developments.In the third quarter of 2003, we amended our management agreement with
Sprint PCS to remove the build-out requirement for the state of Montana, thereby reducing our projected capital expenditures and operating expenses to launch that market by approximately
$25.0 million and reducing the licensed POPs for our markets under the management agreement to approximately 10.0 million from 11.1 million previously.

In
the third quarter of 2003, Sprint PCS announced that it had entered into a reseller agreement with Qwest Communications allowing Qwest to provide wireless voice and data services to
new and existing customers in Qwest's service areas using Sprint PCS' network and the networks of PCS affiliates of Sprint, including us, who overlap with Qwest's service areas. Qwest has substantial
geographic overlap with us with approximately 30,000 to 40,000 customers in portions of our markets in Washington, Idaho and Utah. We anticipate receiving incremental wholesale revenue from Qwest
customers who use our network under this reseller arrangement at a rate of $0.058 per minute.

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In
the fourth quarter of 2003, we consummated the sale for approximately $11.3 million of 98 wireless communication tower sites owned by us located in the central valley of
California and leased back co-location space on the towers for our radio communications sites. We agreed to
escrow an amount equal to 10% of the purchase price for indemnification claims that may arise during a one-year period following the closing and that are resolved in the purchaser's favor.

On
January 23, 2004, we reached an agreement with our senior lending group to amend our senior secured credit facility to eliminate certain "stage one" covenants, including
minimum subscribers effective as of December 31, 2003, minimum revenues and minimum adjusted cash balances (each as defined in the credit agreement), and to modify certain financial covenants
and ratios, including minimum consolidated EBITDA, fixed charge coverage ratio and interest coverage ratio (each as defined in the credit agreement), and leverage ratios, including consolidated
indebtedness to consolidated EBITDA and consolidated senior indebtedness to consolidated EBITDA (each as defined in the credit agreement), to reflect the impact of changes in our business. We
presently are in compliance with all financial and operational covenants relating to the senior secured credit facility.

Current Operating Environment

Since the beginning of 2002, wireless telecommunications carriers, including us, have operated in a challenging operating environment due to the following:



Business Strategy

Our goal is to become one of the most profitable regional wireless providers. We believe our focus on acquiring and retaining high quality subscribers in our
local markets, combined with the advantages of our affiliation with Sprint PCS, will enable us to grow profitably in the future. The following objectives are key components of our business strategy:

Focus on prime credit classes as we grow our subscriber base.In 2003, we were among the fastest
growing wireless carriers in the United States. During this period, we added approximately 70,700 net subscribers, representing incremental penetration of 0.9% of our covered POPs. We have focused our
marketing efforts and aligned our sales distribution network to attract and retain prime credit class customers. We pay higher commissions throughout our sales distribution network for prime credit
class sales, and we manage sales to the sub-prime credit class market through tighter credit policies by requiring a deposit equal to a spending limit controlled by our
real-time billing system. Eighty-six percent of our 2003 net additions were prime credit customers, which contributed to a $19.8 million reduction of our bad debt
expense from 2002 to 2003.

Leverage our third generation network platform to increase recurring data revenue.We began offering
new third generation, or 3G, data services called PCS Vision during August 2002. PCS Vision provides us with a differentiated product and a competitive advantage in many of our local markets.
This product is a major ingredient in penetrating the prime credit class market and in building a recurring revenue stream from data products. 3G data contributed $1.94 to our average revenue per
user, or

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ARPU,
in the fourth quarter of 2003. Our 1xRTT, or one times radio transmission technology, network platform is more efficient in processing voice calls, which we believe will help us drive down
capital expenditures associated with maintaining our quality of service. Our overall blocked call and dropped call rates have declined from 2.6% and 1.9%, respectively, for the year ended
December 31, 2002, to 1.6% and 1.5%, respectively, for the year ended December 31, 2003.

Capitalize on high margin wholesale revenue opportunities.In the third quarter of 2003, Sprint PCS
announced that it had entered into a reseller agreement with Qwest Communications. This agreement allows Qwest to provide wireless voice and data services to new and existing customers in Qwest's
service areas using Sprint PCS' network and the networks of PCS affiliates of Sprint who overlap with Qwest's service areas, including portions of our markets in Washington, Idaho and Utah. We
anticipate receiving incremental wholesale revenue at a rate of $0.058 per minute from the approximately 30,000 to 40,000 Qwest subscribers in those portions of Qwest's service areas that overlap with
our service areas who will transition to our network, and from Qwest subscribers who travel into our markets. The transition of Qwest subscribers to Sprint PCS' network is expected to begin in the
first half of 2004, and we expect Qwest will shut down its existing wireless network by June 2004. We also carry traffic on our network for Virgin Mobile subscribers under similar economic
terms. We forecast Virgin Mobile wholesale revenues to increase six-fold for 2004 from $0.6 million for 2003. In addition,
for the year ended December 31, 2003, our roaming ratio (ratio of inbound to outbound minutes of use) with Sprint PCS was 1.62 to 1, which currently provides us with an additional high margin
revenue stream based on our $0.058 reciprocal per minute rate (see "Recent Developments"). As a result of these opportunities, we expect our roaming and reseller revenues to grow by
approximately 50% in 2004. We believe that our existing network, with significant voice capacity and 30MHz of spectrum, can accommodate the expected increase in these high margin minutes of use
without deterioration of our network performance.

Reduce churn through a high-quality subscriber base, differentiated services such as PCS Vision, and multi-year
contracts.Our sales and marketing activities are focused on reducing churn through improving the quality of our subscriber base. The prime segment of our
subscriber base has increased from approximately 58% as of December 31, 2001 to approximately 74% as of December 31, 2003. We continue to focus on selling PCS Vision products and
services and have achieved strong results. During the year ended December 31, 2003, PCS Vision-enabled handsets and devices represented approximately 49% of our gross activations and accounted
for 100% of our net subscriber additions. Approximately 127,100 customers at December 31, 2003, or 39% of our subscriber base, have PCS Vision-enabled handsets and devices. In addition, we
continue to focus on selling two-year contracts to new subscribers. During the fourth quarter of 2003, approximately 86% of our subscriber activations signed two-year
contracts. Primarily as a result of these activities, churn has declined from 4.2% for the year ended December 31, 2002 to 3.2% for the year ended December 31, 2003.

Expand exclusive sales distribution channels.The expansion of our sales distribution channels,
particularly channels such as exclusive agent retailers and our company-owned retail stores that exclusively sell our products, is a key part of our strategy to grow our subscriber base. We continue
to focus on identifying key areas in our markets for growth and opening new retail stores, and appointing third party agents to operate exclusive retail distribution outlets selling only Sprint PCS
products and services with compensation structures focused on high-quality subscriber growth. At December 31, 2003, we had 32 company-owned retail stores and 47 exclusive agent
retailers in operation, and we anticipate increasing those numbers through the end of 2004.

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Optimize our relationship with Sprint to take advantage of the nationwide third generation network and further reduce our operating costs.Sprint PCS is the only national operator with a deployment of 3G technology across its nationwide footprint. We believe this will provide us with many advantages including our ability to market voice
and data products that can be used both in and outside our local network. In addition, our affiliation with Sprint PCS provides us with a high margin roaming revenue stream from Sprint PCS, Qwest,
Virgin Mobile and other wireless carriers that contract with Sprint PCS for roaming services in our markets. We will continue to manage our relationship with Sprint to allow us to maximize the unique
values that it creates. See "Recent Developments."

Our Markets

We believe we operate in highly attractive markets with favorable demographic characteristics for growing our customer base and generating roaming revenue for a
number of reasons:

Attractive market footprint.Our territory includes nine markets with greater than 400,000 POPs,
which is more than any other PCS affiliate of Sprint. Our network covers an average of 9,176 POPs per cell site, which is the highest of the PCS affiliates of Sprint, and our cumulative capital
expenditures per covered POP of $45 are the lowest among the public PCS affiliates of Sprint. In addition, our subscriber base historically has had the highest percentage of on-network
minutes of any Sprint PCS affiliate, which contributes significantly to our overall subscriber profitability.

Contiguous to major existing Sprint markets.Our markets are contiguous to major Sprint markets with
a combined licensed population of over 57 million. Some of the major contiguous markets include San Francisco, Los Angeles and Sacramento, California; Seattle, Washington; Salt Lake City, Utah;
Las Vegas, Nevada; Indianapolis, Indiana; Nashville, Tennessee; Louisville, Kentucky; and Cincinnati, Ohio.

Substantial overlap with Qwest wireless markets.Our network covers approximately 1.8 million
POPs currently served by Qwest. Beginning in the first half of 2004, we will begin carrying Qwest's wireless traffic within our markets at a rate of $0.058 per minute. We do not incur customer
acquisition costs related to these revenues, which makes this business attractive for us.

Important transportation corridors.Our markets include the most important and, in some cases, the
only transportation corridors that link the population centers within a particular market, including major
interstates such as I-70, I-80, I-90, I-5, I-15 and I-65.

Popular vacation and tourist destinations.Our markets contain popular vacation and tourist
destinations, including various national parks and ski resorts such as Yosemite National Park, Yellowstone National Park, Lake Tahoe, Squaw Valley, Sun Valley and Jackson Hole.

Large student population centers.There are at least 35 colleges and universities located within our
markets, including 18 schools with student populations greater than 10,000 each, such as Fresno State University, Utah State University (Logan), Indiana University (Bloomington) and the University of
Nevada (Reno).

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The
following table lists the location, the basic trading areas, commonly referred to as BTAs, megahertz of spectrum, estimated total residents, network coverage and percent coverage for
each of our markets under our management agreement with Sprint PCS. The estimated total residents does not represent expected customers but rather our total potential customers within each market.
However, our network build-out plan focuses on providing service to the residents in the most densely populated and strategic areas of our markets which is represented by network coverage.

|Location                       |                                  | BTA No.(1) |     | Megahertz of
Spectrum(2) |    | Estimated
Total Residents
(000's)(3) |       | Network
Coverage
(000's)(4) |       | Percent
Coverage |   
|------------------------------ | -------------------------------- | ---------- | --- | ------------------------ | -- | ------------------------------------ | ----- | --------------------------- | ----- | ---------------- | --
|Reno/Tahoe/Northern California |                                  |            |     |                          |    |                                      |       |                             |       |                  |   
|                               | Chico-Oroville, CA               |            | 79  |                          | 30 |                                      | 224   |                             |       |                  |   
|                               | Eureka, CA                       |            | 134 |                          | 30 |                                      | 146   |                             |       |                  |   
|                               | Redding, CA                      |            | 371 |                          | 30 |                                      | 281   |                             |       |                  |   
|                               | Reno, NV                         |            | 372 |                          | 30 |                                      | 556   |                             |       |                  |   
|                               | Sacramento, CA                   |            | 389 | *                        | 30 |                                      | 310   |                             |       |                  |   
|                               | Yuba City-Marysville, CA         |            | 485 | *                        | 30 |                                      | 140   |                             |       |                  |   
|                               |                                  |            |     |                          |    |                                      |       |                             |       |                  |   
|                               | Subtotal                         |            |     |                          |    |                                      | 1,657 |                             | 1,260 |                  | 76
|                               |                                  |            |     |                          |    |                                      |       |                             |       |                  |   
|Spokane                        |                                  |            |     |                          |    |                                      |       |                             |       |                  |   
|                               | Lewiston-Moscow, ID              |            | 250 |                          | 30 |                                      | 126   |                             |       |                  |   
|                               | Spokane, WA                      |            | 425 |                          | 30 |                                      | 745   |                             |       |                  |   
|                               |                                  |            |     |                          |    |                                      |       |                             |       |                  |   
|                               | Subtotal                         |            |     |                          |    |                                      | 871   |                             | 640   |                  | 73
|                               |                                  |            |     |                          |    |                                      |       |                             |       |                  |   
|Southern Idaho/Utah/Nevada     |                                  |            |     |                          |    |                                      |       |                             |       |                  |   
|                               | Boise-Nampa, ID                  |            | 50  |                          | 30 |                                      | 554   |                             |       |                  |   
|                               | Idaho Falls, ID                  |            | 202 |                          | 30 |                                      | 216   |                             |       |                  |   
|                               | Las Vegas, NV                    |            | 245 | *                        | 30 |                                      | 21    |                             |       |                  |   
|                               | Logan, UT                        |            | 258 |                          | 30 |                                      | 103   |                             |       |                  |   
|                               | Pocatello, ID                    |            | 353 |                          | 30 |                                      | 105   |                             |       |                  |   
|                               | Provo-Orem, UT                   |            | 365 | *                        | 30 |                                      | 12    |                             |       |                  |   
|                               | St. George, UT                   |            | 392 |                          | 30 |                                      | 134   |                             |       |                  |   
|                               | Salt Lake City-Ogden, UT         |            | 399 | *                        | 30 |                                      | 104   |                             |       |                  |   
|                               | Twin Falls, ID                   |            | 451 |                          | 30 |                                      | 162   |                             |       |                  |   
|                               |                                  |            |     |                          |    |                                      |       |                             |       |                  |   
|                               | Subtotal                         |            |     |                          |    |                                      | 1,411 |                             | 1,200 |                  | 85
|                               |                                  |            |     |                          |    |                                      |       |                             |       |                  |   
|Southern Indiana/Kentucky      |                                  |            |     |                          |    |                                      |       |                             |       |                  |   
|                               | Anderson, IN                     |            | 15  | *                        | 30 |                                      | 44    |                             |       |                  |   
|                               | Bloomington-Bedford, IN          |            | 47  |                          | 30 |                                      | 240   |                             |       |                  |   
|                               | Bowling Green-Glasgow, KY        |            | 52  |                          | 30 |                                      | 248   |                             |       |                  |   
|                               | Cincinnati, OH                   |            | 81  | *                        | 30 |                                      | 17    |                             |       |                  |   
|                               | Clarksville, Hopkinsville, TN/KY |            | 83  |                          | 30 |                                      | 251   |                             |       |                  |   
|                               | Columbus, IN                     |            | 93  |                          | 30 |                                      | 156   |                             |       |                  |   
|                               | Evansville, IN                   |            | 135 |                          | 30 |                                      | 518   |                             |       |                  |   
|                               | Indianapolis, IN                 |            | 204 | *                        | 30 |                                      | 86    |                             |       |                  |   
|                               | Louisville, KY                   |            | 263 | *                        | 30 |                                      | 251   |                             |       |                  |   
|                               | Madisonville, KY                 |            | 273 |                          | 30 |                                      | 47    |                             |       |                  |   
|                               | Owensboro, KY                    |            | 338 |                          | 30 |                                      | 165   |                             |       |                  |   
|                               | Paducah-Murray-Mayfield, KY      |            | 339 |                          | 30 |                                      | 233   |                             |       |                  |   
|                               | Richmond, IN                     |            | 373 |                          | 30 |                                      | 105   |                             |       |                  |   
|                               | Terre Haute, IN                  |            | 442 | *                        | 30 |                                      | 246   |                             |       |                  |   
|                               | Vincennes-Washington, IN         |            | 475 |                          | 30 |                                      | 96    |                             |       |                  |   
|                               |                                  |            |     |                          |    |                                      |       |                             |       |                  |   
|                               | Subtotal                         |            |     |                          |    |                                      | 2,703 |                             | 1,680 |                  | 62
|                               |                                  |            |     |                          |    |                                      |       |                             |       |                  |   

9

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|Central Valley of California |                                 |  |     |  |    |        |       |       |       |    |   
|---------------------------- | ------------------------------- |  | --- |  | -- | ------ | ----- | ----- | ----- | -- | --
|                             | Bakersfield, CA                 |  | 28  |  | 20 |        | 662   |       |       |    |   
|                             | Fresno, CA                      |  | 157 |  | 30 |        | 923   |       |       |    |   
|                             | Merced, CA                      |  | 291 |  | 30 |        | 220   |       |       |    |   
|                             | Modesto, CA                     |  | 303 |  | 30 |        | 485   |       |       |    |   
|                             | Stockton, CA                    |  | 434 |  | 30 |        | 590   |       |       |    |   
|                             | Visalia-Porterville-Hanford, CA |  | 158 |  | 30 |        | 482   |       |       |    |   
|                             |                                 |  |     |  |    |        |       |       |       |    |   
|                             | Subtotal                        |  |     |  |    |        | 3,362 |       | 3,020 |    | 90
|                             |                                 |  |     |  |    |        |       |       |       |    |   
|TOTAL                        |                                 |  |     |  |    | 10,004 |       | 7,800 |       | 78 | % 
|                             |                                 |  |     |  |    |        |       |       |       |    |   

---

Our History

In October 1998, UbiquiTel L.L.C., whose sole member was The Walter Group, entered into a management agreement with Sprint PCS for the exclusive rights to
market Sprint's 100% digital, 100% PCS products and services to the 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. In November 1999, UbiquiTel
L.L.C. assigned all of its material contracts including the rights to the Sprint PCS agreements to UbiquiTel Inc. On November 9, 1999, UbiquiTel Operating Company was formed to serve as
the operating company for UbiquiTel Inc. Also, on March 17, 2000, UbiquiTel Leasing Company was formed to serve as the leasing company for UbiquiTel Inc. UbiquiTel Inc.
assigned the Sprint PCS agreements to UbiquiTel Operating Company following its formation. On December 28, 1999, we amended our management agreement with Sprint PCS to expand our markets to
include northern California, Spokane/Montana, southern Idaho/Utah/Nevada and southern Indiana/Kentucky, which
together with Reno/Tahoe, contain approximately 7.7 million residents. On February 21, 2001, in connection with our acquisition of VIA Wireless LLC, we amended our management agreement
with Sprint PCS to expand our markets effective at the closing in August 2001 to include 3.4 million additional residents from the six VIA Wireless BTAs including Bakersfield, Fresno,
Merced, Modesto, Stockton and Visalia, California (also collectively referred to as the central valley of California market). On August 13, 2001, upon the closing of the merger agreement, VIA
Wireless became a wholly owned subsidiary of UbiquiTel Operating Company and was later merged into UbiquiTel Operating Company in June 2003. On July 31, 2003, we amended our management
agreement with Sprint PCS to eliminate the obligation to build out the state of Montana, thereby reducing our licensed resident population in our markets to approximately 10.0 million.

Network Operations

Pursuant to our management agreement with Sprint PCS, we agreed to a minimum build-out plan for our portion of the Sprint PCS network. We have further
enhanced our build-out plan to provide

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better
coverage for our markets. We have focused our network coverage on the largest, most densely populated communities in our markets and the interstates and primary roads connecting these
communities to each other and to the adjacent major metropolitan markets owned and operated by Sprint PCS. At December 31, 2003, our network consisted of five switches and switching centers and
861 cell sites in operation. A switching center serves several purposes, including routing calls, managing call handoffs, managing access to the public telephone network and providing access to voice
mail and other value-added services. Approximately 98% of our cell sites were co-located as of December 31, 2003. Co-location describes the strategy of leasing available
space on a tower or cell site owned by another company rather than building and owning the tower or cell site directly. In the fourth quarter of 2003, we completed with a regional tower company the
sale of, and leaseback of co-location space on, 98 of our owned towers in the central valley of California.

We
utilize the Sprint network operations control center for around the clock monitoring as well as our own switching centers' capabilities for our network base stations and switches.

Through
our arrangements with Sprint and Sprint's arrangements with other wireless service providers, our subscribers have roaming capabilities on certain other PCS networks utilizing
similar CDMA technology.

Our
network connects to the public telephone network through local exchange carriers, which facilitate the origination and termination of traffic between our network and both local
exchange and long
distance carriers. Through our management agreement with Sprint PCS, we have the benefit of Sprint negotiated interconnection agreements with our local exchange carriers.

We
use Sprint and other third party providers for long distance services and for backhaul services. Backhaul services are the telecommunications services which other carriers provide to
carry our traffic from our cell sites to our switching facilities.

Products and Services

We offer wireless voice and data products and services throughout our markets under the Sprint brand name. Our service offerings are typically designed to align
with service offerings of Sprint PCS and to integrate with the PCS network of Sprint. The PCS service packages we currently offer include the following:

100% digital wireless network with service across the country.We are part of the largest 100%
digital wireless personal communications services network in the country. We believe the code division multiple access, or CDMA, technology that Sprint PCS has deployed offers significantly improved
voice quality. CDMA provides voice transmissions encoded into a digital format with a significantly lower risk of cloning and eavesdropping than on analog or other digital based networks. Our
customers may access PCS services from Sprint throughout the PCS network of Sprint, which includes over 300 major metropolitan areas across the United States.
Dual-band/dual-mode or tri-mode handsets allow roaming on other wireless networks where Sprint has roaming agreements.

Third generation services (PCS Vision).We believe CDMA technology allows existing CDMA networks to
be upgraded to the next generation in a timely and cost effective manner. We, along with Sprint and the other PCS affiliates of Sprint, launched 3G capability, named PCS Vision, in our networks in the
third quarter of 2002. This capability allows more efficient utilization of our network when voice calls are made using 3G-enabled handsets. It also provides enhanced data services. PCS Vision allows
our subscribers to use their PCS Vision-enabled devices to check e-mail, take and receive pictures, play games with full-color graphics and polyphonic sounds and browse the
Internet wirelessly with speeds of up to 144 kilobits per second with average throughput speeds in the range of 50-70 kilobits per second.

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Other Services.In addition to these services, we also may offer wireless local loop services in our
markets, but only where Sprint is not a local exchange carrier. Wireless local loop is a wireless substitute for the landline-based telephones in homes and businesses. We also believe that new
features
and services will be developed on the PCS network of Sprint to take advantage of CDMA technology. Sprint conducts ongoing research and development to produce innovative services that are intended to
give Sprint and PCS affiliates of Sprint a competitive advantage. We may incur additional expenses in modifying our technology if Sprint pursues or we chose to pursue providing these additional
features and services.

Roaming

Sprint PCS roaming.Sprint PCS roaming includes both inbound roaming, when Sprint wireless
subscribers based outside of our markets use our network, and outbound roaming, when our subscribers use the Sprint PCS network or network of another PCS affiliate of Sprint outside of our markets. We
have a reciprocal per minute fee with Sprint for inbound and outbound Sprint PCS roaming. The reciprocal rate, which initially was $0.20 per minute, has been periodically reduced by Sprint and is
currently fixed at $0.058 per minute through December 31, 2006 under the amendment to our management agreement with Sprint PCS. Thereafter, the rate will be calculated based upon a
predetermined formula specified in the amendment to our management agreement. Our ratio of inbound to outbound roaming with Sprint was approximately 1.62 to 1 for the year ended December 31,
2003 and is expected to decline over time. Sprint roaming revenue is not subject to the 8% affiliation fee.

In
addition to the reciprocal per minute fee for the Sprint PCS roaming discussed above, we also recognize roaming revenue and expense related to data usage from PCS Vision services when
wireless subscribers are using such services outside of their home territory. We recognize revenue when a wireless subscriber based outside of our markets uses PCS Vision data services on our network
and we recognize expense when our subscribers use such services on the Sprint PCS network or network of another PCS affiliate of Sprint outside of our markets. This roaming activity is settled on a
per kilobit (KB) basis at a rate that was initially set at $0.0055 per KB for 2002 and was reduced to $0.0014 per KB for 2003. In the amendment to our management agreement with Sprint PCS, we agreed
that the rate will be $0.0020 per KB for November 2003 through 2006. Thereafter, the rate will be calculated based upon a predetermined formula specified in the amendment to our management
agreement.

Non-Sprint PCS Roaming.Non-Sprint PCS roaming includes both inbound
non-Sprint PCS roaming, when non-Sprint PCS subscribers use our network, and outbound non-Sprint PCS roaming, when our subscribers use a non-Sprint PCS
network. Pursuant to roaming agreements between Sprint PCS and other wireless service providers, when another wireless service provider's subscriber uses our network, we earn inbound
non-Sprint PCS roaming revenue. These wireless service providers must pay fees for their subscribers' use of our network, and as part of our management agreement with Sprint PCS, we are
entitled to 92% of these fees. Currently, pursuant to our services agreement with Sprint PCS, Sprint PCS bills these wireless service providers for these fees and passes our portion of the fees to us.
When another wireless service provider provides service to one of our subscribers, we pay outbound non-Sprint PCS roaming fees. Sprint PCS then bills our subscriber for use of that
provider's network at rates specified in their contract and pays us 100% of this outbound
non-Sprint PCS roaming revenue collected from that subscriber on a monthly basis. We bear the collection risk for all service.

Reseller agreements.We also recognize revenue from subscribers of various wholesale resellers of
personal communications service when those subscribers use our network. These reseller agreements are negotiated by Sprint, and we receive a per minute rate for each minute that the subscribers of
these resellers use our network. These subscribers may be based within or outside our markets. Currently, we receive wholesale revenue from a reseller agreement between Sprint and Virgin Mobile.
Sprint recently announced an agreement with Qwest Communications to transition Qwest's subscribers

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to
Sprint's network on a wholesale basis. We expect that Qwest subscribers in our markets will be transitioned during 2004, at which point we will receive per minute wholesale revenue for usage by
Qwest subscribers.

Marketing Strategy

Our marketing strategy is to complement Sprint's national marketing strategies with techniques tailored to each of our specific markets.

Use of Sprint's brand.We feature exclusively and prominently the nationally recognized Sprint brand
name in our marketing and sales efforts. From the customers' point of view, we are Sprint in the markets that we serve and they use our portion of the PCS network of Sprint and the rest of the PCS
network of Sprint as a unified national network.

Advertising and promotions.Sprint promotes its products through the use of national as well as
regional television, radio, print, outdoor and other advertising campaigns. In addition to Sprint's national advertising campaigns, we advertise and promote Sprint PCS products and services on a local
level in our markets at our cost, including the use of local radio, television and newspaper advertising. We have the right to use any promotional or advertising materials developed by Sprint and only
have to pay the incremental cost of using those materials, such as the cost of local radio and television advertisement placements, material costs and incremental printing costs. We also benefit from
any advertising or promotion of Sprint PCS products and services by third party retailers in our markets, such as Best Buy and RadioShack. We must pay the cost of specialized Sprint print advertising
by third party retailers. Sprint also runs numerous promotional campaigns that provide customers with benefits such as additional features at the same rate or free minutes of use or kilobits of use
for limited time periods. We offer these promotional campaigns to potential customers in our markets.

Sales force with local presence.We have established local sales forces to execute our marketing
strategy through our company-owned retail stores, local third party stores, direct business-to-business representatives and other channels. Our marketing teams also support
local civic organizations, clubs and charitable enterprises.

Sprint sponsorships.Sprint is a sponsor of numerous selective, broad-based national, regional and
local events. These sponsorships provide Sprint with brand name and product recognition in high profile events, provide a forum for sales and promotional events and enhance our promotional efforts in
our markets.

Sales and Distribution

Our sales and distribution plan focuses on local retail stores, local indirect agent retailers and national retailers with locations in our markets with
distribution arrangements with Sprint, complemented by Sprint PCS' national channels. Key elements of our sales and distribution plan consist of the following:

Sprint Retail Stores.As of December 31, 2003, we operated 32 company-owned Sprint stores at
various locations in our markets. These stores provide us with a local presence and visibility in our markets and are generally located in major traffic centers. Following the Sprint model, these
stores are designed to facilitate retail sales, customer activation, bill collection and customer service. We train our sales representatives to be informed and persuasive advocates for Sprint PCS
products and services. Our retail stores contributed approximately 39% of gross subscriber additions for 2003 and approximately 34% of our 2002 and 2001 gross subscriber additions.

Local Indirect Retailers.We contract directly with local indirect, or third party, retailers in our
markets. These retailers are typically local specialty stores and local businesses that have a presence in

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our
markets. Local indirect retailers purchase handsets and other PCS retail equipment from us and market PCS services from Sprint on our behalf. We are responsible for managing this distribution
channel. As of December 31, 2003, we had 47 exclusive local third party retailers in operation selling only Sprint PCS products and services. In addition, as of December 31, 2003, we had
approximately 290 multi-carrier local third party retail locations within our markets. The local indirect retailers in our markets contributed approximately 25% of gross subscriber additions for 2003
and approximately 23% and 20% of our 2002 and 2001 gross subscriber additions, respectively.

National Third Party Retailers.Sprint has national distribution agreements with various national
retailers for the sale of Sprint PCS products. These national agreements cover retailers' stores in our markets and include RadioShack, Best Buy, Costco, Staples, OfficeMax, Office Depot, Ritz Camera,
Good
Guys, Comp USA, Dillards and Wal-Mart. As of December 31, 2003, these retailers had approximately 380 locations in our markets. These national third party retailer locations
contributed approximately 22% of gross subscriber additions for 2003 and approximately 26% and 32% of our 2002 and 2001 gross subscriber additions, respectively.

National Accounts and Direct Selling.We participate in Sprint PCS' national accounts program. Sprint
PCS has a national accounts team which focuses on the corporate headquarters of Fortune 1000 companies. Once a representative reaches an agreement with the corporate headquarters, we service the
offices of that corporation located in our markets. Our direct sales force targets the employees of these corporations in our markets and markets and sells to other local business clients. National
accounts and direct selling contributed approximately 3% of gross subscriber additions for 2003 and approximately 5% and 8% of our 2002 and 2001 gross subscriber additions, respectively.

Sprint Distribution and Other Channels.Sprint directly controls various distribution channels that
sell Sprint PCS products and services to customers whose billing address is in our markets. These channels with activity in our markets include Sprint inbound telemarketing, Sprint
web-based electronic commerce, and Sprint retail stores and kiosks. Sprint provides inbound telemarketing sales when customers call Sprint's 800-number from our markets. Sprint
PCS maintains an Internet site, www.sprintpcs.com, which contains information on Sprint PCS products and services. A visitor to the Sprint PCS Internet site can order and pay for a handset and select
a rate plan. Sprint wireless customers visiting the site can review the status of their account, including the number of minutes used in the current billing cycle. Additionally, the sales activities
of Sprint and other PCS affiliates of Sprint have some incidental overflow into our markets. We recognize the revenues generated by wireless customers in our markets who purchase Sprint PCS products
and services through telemarketing, the Sprint PCS Internet site and these other channels. Sprint and other distribution channels contributed approximately 11% of gross subscriber additions for 2003
and approximately 12% and 6% of our 2002 and 2001 gross subscriber additions, respectively.

Resellers.We entered into a resale agreement with Virgin Mobile through Sprint in 2003 as part of
the partnership between Sprint PCS and Virgin Mobile. The agreement allows Virgin Mobile to sell prepaid wireless services in our markets, and we market Virgin Mobile prepaid wireless services in our
company-owned retail stores. Virgin Mobile uses the Sprint PCS nationwide network and offers one simple, easy to understand, pay-as-you-go pricing plan, targeting
the 15- to 30-year-old U.S. consumer market to purchase pay-as-you-go wireless communications services while eliminating the
responsibilities of monthly bills and credit requirements.

As
described above, Sprint announced in the third quarter of 2003 that it had entered into a reseller agreement with Qwest Communications allowing Qwest to provide wireless voice and
data services to new and existing customers in Qwest's service areas using Sprint's network and the networks of PCS affiliates of Sprint, including us, who overlap with Qwest's service areas. Qwest
has approximately 30,000 to 40,000 customers in portions of our markets in Washington, Idaho and Utah and the transition of Qwest's reseller subscribers to our network is expected to occur later in
2004.

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We
also have a small number of other resellers in our markets. At December 31, 2003, we had approximately 22,700 Virgin Mobile and other reseller subscribers.

Seasonality

Our business is subject to seasonality because the wireless telecommunications industry is heavily dependent on fourth calendar 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 calendar quarters. A number of factors contribute to this
trend, including:



Suppliers and Equipment Vendors

We do not manufacture any of the handsets or network equipment we use in our operations. We purchase our network equipment and handsets pursuant to various Sprint
vendor arrangements that provide us with volume discounts. These discounts have significantly reduced the overall capital required to build our network.

Under
such arrangements, we currently purchase most of our network equipment from Lucent Technologies. In addition, we currently purchase our handsets directly from Sprint and our
accessories from Sprint and certain other third-party vendors.

Technology

General.In the commercial mobile wireless communications industry there are two principal services
licensed by the Federal Communications Commission, or FCC, for transmitting two-way, real time voice and data signals: "cellular" and wireless "personal communications services." In
addition, enhanced specialized mobile radio service allows for interconnected two-way real time voice and data services. The FCC licenses these services on a geographic basis, using
distinct radio spectrum bands. Cellular service, which uses a portion of the 800 MHz spectrum, was the original form of widely-used commercial mobile wireless voice communications.
Cellular networks were originally analog-based, but over the last several years cellular operators have been providing digital service, usually as a complement to analog service in most of the major
metropolitan markets. In 1994, the FCC allocated the 1850-1990 MHz band for wireless high capacity, commonly referred to as broadband personal communications services to be provided
utilizing digital technology.

Both
analog and digital mobile wireless communications networks, whether wireless personal communications services or cellular service, are divided into multiple geographic coverage
areas, known as "cells." In both wireless personal communications services and cellular networks, each cell contains a transmitter, a receiver and signaling equipment, known as the radio
communications site. The radio communications site is connected by microwave or traditional telephone lines to a switch that uses computers to control the operation of the cellular or digital wireless
personal communications services network. The switch:



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Wireless
communications providers establish interconnection agreements with local telephone companies and long distance telephone companies, thereby integrating their network with the
existing communications network. Because the signal strength of a transmission between a handset and a radio communications site declines as the handset moves away from the radio communications site,
the switching office and the radio communications site monitor the signal strength of calls in progress. When the signal strength of a call declines to a predetermined level, the switching office may
"hand off" the call to another radio communications site where the signal strength is stronger.

Wireless
personal communications services differ from original analog cellular telephone service principally in that wireless personal communications services networks operate at a
higher frequency and employ advanced digital technology. Analog-based networks send signals in which the transmitted signal resembles the input signal, the caller's voice. Digital networks convert
voice or data signals into a stream of digits that permit a single radio channel to carry multiple simultaneous transmissions. Digital networks also achieve greater frequency reuse than analog
networks resulting in greater capacity than analog networks. This enhanced capacity, along with enhancements in digital protocols, allows digital-based wireless technologies, whether using wireless
personal communications services or cellular frequencies, to offer new and enhanced services, including greater call privacy and more robust data transmission, such as facsimile, electronic mail and
connecting notebook computers with computer/data networks. Moreover, digital technology also permits the provision of enhanced services such as caller ID.

Wireless
digital signal transmission is accomplished through the use of various forms of frequency management technology or "air interface protocols." The FCC has not mandated a
universal air interface protocol for digital wireless personal communications services networks. Digital wireless personal communications networks operate under one of three principal air interface
protocols: CDMA, time division multiple access, commonly referred to as TDMA, or global system for mobile communications, commonly referred to as GSM. TDMA and GSM communications are both time
division multiple access networks but are incompatible with each other. CDMA is incompatible with both GSM and TDMA networks. Accordingly, a subscriber of a network that utilizes CDMA technology is
unable to use a CDMA handset when traveling in an area not served by CDMA-based wireless personal communications services operators, unless the customer
carries a dual-band/dual-mode handset that permits the customer to use the analog cellular network in that area. The same issue would apply to users of TDMA or GSM systems. All
of the wireless personal communications services operators now have dual-mode or tri-mode handsets available to their customers. Because digital networks do not cover all areas
of the country, these handsets will remain necessary for segments of the subscriber base.

Benefits of CDMA technology.The PCS network of Sprint and the networks of the PCS affiliates of
Sprint all use digital CDMA technology and use 3G CDMA technology in substantially all of their networks. We believe that CDMA provides important network performance benefits such as:



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Competition

Competition in the wireless telecommunications industry is intense. Competition has caused, and we anticipate that competition will continue to cause, the market
prices for wireless products and services to decline in the future and the cost to acquire new customers to remain high. Currently, there are six national wireless providers who are generally all
present in major markets across the country. We compete throughout our markets with both cellular and PCS providers. Although we face Verizon Wireless, AT&T Wireless Services, Cingular,
T-Mobile and Nextel, the other five national wireless providers, in the majority of our markets, Verizon and AT&T are in all of our markets and provide the most competition for market
share because in most cases they were the incumbent providers. Competition also spans operators using different competing digital technologies. We expect that existing cellular providers will continue
to upgrade their networks to provide digital wireless communications services competitive with Sprint.

We
also face competition from resellers, which provide wireless services to customers but do not hold FCC licenses or own facilities. Instead, the resellers buy blocks of wireless
telephone numbers and capacity from a facilities-based carrier and resell services through their own distribution network to the public. Virgin Mobile and Qwest Communications have agreements with
Sprint to act as resellers in our markets.

In
addition, we compete in our markets with providers of existing communications technologies, such as paging, enhanced specialized mobile radio service dispatch and conventional
landline telephone companies. Potential users of wireless personal communications services networks may find their communications needs satisfied by other current and developing technologies.
One- or two-way paging or beeper services that feature voice messaging and data display as well
as tone-only service may be adequate for potential customers who do not need to speak to the caller.

In
the future, we expect to face increased competition from entities providing similar services using other communications technologies, including satellite-based telecommunications and
wireless cable networks. While some of these technologies and services are currently operational, others are being

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developed
or may be developed in the future. Additionally, over the past several years, the FCC has auctioned and will continue to auction large amounts of wireless spectrum that could be used to
compete with PCS services from Sprint.

Many
of our competitors have significantly greater financial and technical resources and subscriber bases, more extensive coverage areas and more well-established marketing
programs and brand names than we do. Some of our competitors may market other services, such as landline telephone service, cable television and Internet access, along with their wireless
telecommunications services. Furthermore, there has been a recent trend in the wireless telecommunications industry towards consolidation of wireless service providers, which we expect to lead to
larger competitors over time. In January 2003, the FCC rule imposing limits on the amount of spectrum that can be held by one provider in a specific market was lifted, which may facilitate the
consolidation of some national providers.

The
FCC's mandate that wireless carriers provide for wireless local number portability, or WLNP, went into effect on November 24, 2003. WLNP allows subscribers to keep their
wireless phone numbers when switching to a different service provider, which could make it easier for competing providers to market their services to our existing users. WLNP makes customer defections
more likely, and we may be required to increase subsidies for product upgrades and/or reduce pricing to match competitors' initiatives in an effort to retain customers or replace those who switch to
other carriers.

We
seek to attract and retain customers principally on the basis of:



Our
ability to compete successfully will also depend, in part, on our ability to anticipate and respond to various competitive factors affecting the industry, including:



Intellectual Property

The Sprint diamond design logo is a service mark registered with the United States Patent and Trademark Office. The service mark is owned by Sprint. We use the
Sprint brand name, the Sprint diamond design logo and other service marks of Sprint in connection with marketing and providing wireless services within our markets. Under the terms of our trademark
and service mark license agreements with Sprint PCS, we do not pay a royalty fee for the use of the Sprint brand name and Sprint service marks.

Except
in certain instances and other than in connection with national distribution agreements, Sprint has agreed not to grant to any other person a right or license to use the licensed
marks in our

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markets.
In all other instances, Sprint reserves the right to use the licensed marks in providing its services within or without our markets.

Our
trademark and service mark license agreements with Sprint PCS contain numerous restrictions with respect to the use and modification of any of the licensed marks.

Research and Development

We currently do not conduct our own research and development. Instead we benefit from Sprint's and our vendors' extensive research and development efforts, which
provide us with access to new technological products and enhanced service features without significant research and development expenditures of our own.

We
have been provided prompt access to any developments produced by Sprint for use in our network. We launched PCS Vision and PCS Ready Link products in 2002 and 2003 concurrently with
the national launch by Sprint. We believe that new features and services will be developed for the Sprint PCS network to take advantage of CDMA technology. We may be required to incur additional
expenses in modifying our network in the future to provide these additional features and services.

Sprint PCS Agreements

The following is a summary of the material terms and provisions of our Sprint PCS agreements and the consent and agreement modifying the Sprint PCS management
agreement. These agreements were recently amended in a number of respects to resolve issues that had arisen between Sprint PCS and us. We have filed the Sprint PCS agreements, including the
November 2003 amendment, as exhibits to certain of our securities filings with the Securities and Exchange Commission and urge you to review them carefully.



Under long-term agreements with Sprint PCS, we have the right to exclusively market PCS products and services under the Sprint brand name in our
markets. Sprint PCS owns the spectrum licenses and we are granted use of these licenses through our agreements with Sprint PCS. The agreements with Sprint PCS require us to interface with the Sprint
PCS national wireless network by building our PCS network to operate on the PCS frequencies licensed to Sprint PCS. The Sprint PCS agreements also give us access to Sprint PCS' equipment discounts,
roaming revenue from Sprint PCS customers traveling into our markets, and various other back office services. Our relationship and agreements with Sprint PCS provided strategic advantages, including
avoiding the need to fund up-front spectrum acquisition costs and the costs of establishing billing and other customer services infrastructure. The Sprint PCS agreements have an initial
term of 20 years ending in 2018 and will automatically renew for three additional successive 10-year terms for a total term of 50 years, unless we or Sprint PCS provide the
other with two years' prior written notice to terminate the agreements or unless we are in material default of our obligations under the agreements.

We
have four major agreements with Sprint PCS:



In
addition, Sprint PCS has entered into a consent and agreement that modifies our management agreement for the benefit of Paribas, on behalf of the lenders under our senior secured
credit facility.

19

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Under our management agreement with Sprint PCS, we have agreed to:



Sprint
PCS will supervise our PCS network operations and has the right to unconditional access to our PCS network.

Exclusivity.We are designated as the only person or entity that can manage or operate a PCS network for Sprint PCS in our
markets. Sprint PCS is prohibited from owning, operating, building or managing another wireless mobility communications network in our markets while our management agreement is in place and no event
has occurred that would permit the agreement to be terminated. Sprint PCS is permitted under our agreement to make national sales to companies in our markets and, as required by the FCC, to permit
resale of Sprint PCS products and services in our markets. If Sprint PCS decides to expand the geographic area of our build-out, Sprint PCS must provide us with written notice of the
proposed expansion. We have 90 days to determine whether we will build out the proposed area. If we do not exercise this right, Sprint PCS can build out the markets or permit another PCS
affiliate of Sprint to do so.

Network build-out.The management agreement specifies the terms of the requirements for our network
build-out plan and requires that we provide network coverage to a minimum network coverage area within specified time frames. We believe we are in compliance with our network
build-out requirements and have satisfied the required deployment schedule under the management agreement. We also have agreed to operate our PCS network, if technically feasible and
commercially reasonable, to provide for a seamless handoff of a call initiated in our markets to a neighboring Sprint PCS network.

Products and services.The management agreement identifies the products and services that we can offer in our markets. These
products and services include, but are not limited to, Sprint PCS consumer and business products and services available as of the date of the agreement, or as modified by Sprint PCS. We are allowed to
resell Sprint PCS services to wireless resellers who in turn resell Sprint PCS services to their customers using our network. We also are allowed to sell wireless products and services that are not
Sprint PCS' products and services if those additional products and services do not cause distribution channel conflicts or, in Sprint PCS' sole determination, consumer confusion with Sprint PCS
products and services. We may cross-sell services such as long distance service, Internet access, handsets, and prepaid phone cards with Sprint, Sprint PCS and other Sprint PCS affiliates.
If we decide to use third parties to provide these services, we must give Sprint PCS an opportunity to provide the services on the same terms and conditions. We cannot offer traditional telephone
services based on wireless technology specifically designed for the competitive local telephone market in areas where Sprint owns the local telephone company unless we name the Sprint-owned local
telephone company as the exclusive distributor or Sprint PCS approves the terms and conditions.

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We
participate in the Sprint PCS sales programs for national sales to customers, and pay the expenses and receive the compensation from national accounts located in our markets. As a
participant in these sales programs, our responsibilities include assisting Sprint PCS' national sales team in our markets in connection with implementing national sales programs, negotiating customer
contracts and managing customer accounts. We must use Sprint's long distance service for calls made from within designated portions of our markets to areas outside those designated portions and to
connect our network to the national platforms Sprint PCS uses to provide some of its services under our services agreement. We must pay Sprint PCS the same price for this service that Sprint PCS pays
to Sprint, along with an additional administrative fee.

Service pricing, roaming, travel and fees.We must offer Sprint PCS subscriber pricing plans designated for regional or
national offerings. We are permitted to establish our own local price plans for Sprint PCS products and services offered only in our markets, subject to Sprint PCS' approval. We are entitled to
receive fees weekly from Sprint PCS equal to 92% of net "billed revenue" related to customer activity less applicable write-offs, net of deposits applied. Sprint determines the
write-offs for any given time period. Outbound non-Sprint PCS roaming billed to subscribers based in our markets, proceeds from the sales of handsets and accessories, amounts
collected with respect to taxes and surcharges for enhanced 911, WLNP and universal service fund charges, and customer handset insurance are not considered "billed revenue." Billed revenue generally
includes all other customer account activity for Sprint PCS products and services in our markets, which includes such activities billed to, attributed to or otherwise reflected in customers accounts.
We are generally entitled to 100% of the proceeds from customers for equipment and accessories sold or leased by us and to 81.36% of fees for enhanced 911 and 6.36% of fees for WLNP attributable to
customers based in our markets less applicable write-offs. We also are entitled to 100% of the universal service funds received from the Universal Service Administrative Company associated
with customers in our markets. Many Sprint PCS subscribers purchase nationwide pricing plans that allow roaming anywhere on Sprint PCS' and its affiliates' networks without incremental Sprint PCS
roaming charges. However, we earn Sprint PCS roaming revenue for every minute that a Sprint PCS subscriber from outside our markets enters our markets and uses our network. We earn revenue from Sprint
PCS based on a per minute rate when Sprint PCS' or other Sprint PCS affiliates' subscribers travel on our portion of the Sprint PCS network. Similarly, we pay the same rate for every minute our
subscribers use the Sprint PCS network outside our markets. The roaming rate onto a non-Sprint PCS provider's network is set under Sprint PCS' third party roaming agreements.

Under
our agreement with Sprint PCS, the reciprocal roaming rate exchanged for customers who roam into the other party's or another PCS affiliate's network was initially established at
$0.20 per minute. In April 2001, we, along with other PCS affiliates of Sprint, reached an agreement in principle with Sprint PCS to reduce this reciprocal roaming rate exchanged between Sprint
PCS and the PCS affiliates. The rate was reduced from the original $0.20 per minute of use to $0.15 per minute of use beginning June 1, 2001, and to $0.12 per minute of use beginning
October 1, 2001. The rate was reduced to $0.10 per minute for 2002 and further reduced to $0.058 per minute for 2003. The rate is currently fixed through December 31, 2006 at $0.058 per
minute plus the actual long distance charges incurred pursuant to the November 2003 amendment to our management agreement. Beginning on January 1, 2007, the reciprocal roaming rate will
change annually to equal 90% of Sprint PCS' retail yield from the prior year subject to certain limitations. Sprint PCS' retail yield is defined as Sprint PCS' average revenue per user for voice
services divided by the average minutes of use per user.

In
addition to the reciprocal per minute fee for the Sprint PCS roaming discussed above, we also recognize roaming revenue and expense related to data usage from PCS Vision services when
wireless subscribers are using such services outside of their home territory. We recognize revenue when a wireless subscriber based outside of our markets uses PCS Vision data services on our network
and we recognize expense when our subscribers use such services on the Sprint PCS network or network of

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another PCS affiliate of Sprint outside of our markets. This roaming activity is settled on a per kilobit (KB) basis at a rate that was initially set at $0.0055 per KB for 2002 and was reduced to
$0.0014 per KB for 2003. In the amendment to our management agreement with Sprint PCS, we agreed that the rate will be $0.0020 per KB for November 2003 through 2006. Thereafter, the rate will
be calculated based upon a predetermined formula specified in the amendment to our management agreement.

Under
our agreement with Sprint PCS, the reseller rate is also $0.058 per minute through December 31, 2006 and thereafter will change annually to equal 90% of Sprint PCS' retail
yield from the prior year.

Advertising and promotions.Sprint PCS is responsible for all national advertising and promotion of the Sprint PCS products
and services. We are responsible for advertising and promotion in our markets. Sprint PCS' service area includes the urban markets around our markets. Sprint PCS pays for advertising in these markets.
Given the proximity of those markets to ours, we receive spill-over from Sprint PCS' advertising in surrounding urban markets.

Program requirements.Under our management agreement with Sprint PCS, we must comply with Sprint PCS' program requirements
for technical standards, customer service standards and national and regional distribution and national accounts programs. Some of the technical standards relate to network up-time,
dropped calls, blocked call attempts and call origination and termination failures. We are required to build a network that meets minimum transport requirements established by Sprint PCS for links
between our cell sites and switches. These requirements are measured in milliseconds. We also are required to have minimal loss and echo return loss on our telephone lines. We must meet substantially
high network up-time percentage in excess of 95%. Sprint PCS can adjust the program requirements at its discretion, subject to limitations, including those specified below which were
included in the November 2003 amendment to our management agreement. We can decline to implement any "non-capital program requirement change" (as defined below) if the change will:



For
purposes of determining whether a "non-capital program requirement change" will adversely impact our operations, UbiquiTel Inc.'s "enterprise value" is defined as
the book value of its outstanding debt and preferred stock, in addition to the fair market value of its publicly-traded equity (excluding preferred stock), less cash.

A
"non-capital program requirement change" means a program requirement change that does not require us to make any capital expenditures in excess of 5% of our capital budget
as approved by our board of directors for the fiscal year in which the program requirement change is requested, but does not include changes to the trademark usage guidelines, the marketing
communications guidelines and the Sprint PCS national or regional distribution program requirements.

We
also may decline to implement any change in any "capital program requirement" (as defined below), if the change will have a negative net present value applying a five-year
discounted cash flow model.

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A
"capital program requirement change" means a program requirement change that requires us to make a capital expenditure that is greater than 5% of our capital budget as approved by our
board of directors for the fiscal year in which the program requirement change is requested, but does not include changes to the trademark usage guidelines, the marketing communications guidelines and
the Sprint PCS national or regional distribution program requirements.

Our
management agreement sets forth a dispute resolution process if Sprint believes that we do not have the right to decline to implement a change in the program requirements. In any
event, we must implement a change in the program requirements if Sprint agrees to compensate us for amounts in excess of the criteria set forth above.

Notwithstanding
the above, we have agreed to implement a change in program requirements if the adjustment relates to a pricing plan or roaming program and Sprint reasonably determines
that the change must be implemented on an immediate or expedited basis to respond to competitive market forces. If the change would have exceeded one of the criteria set forth above, our management
agreement provides for appropriate compensation from Sprint to the extent such criteria is exceeded.

Under
our services agreement with Sprint PCS, Sprint PCS may terminate a significant service, including customer service, billing or collections, upon nine months' advance written
notice. We could then be required to establish and operate our own customer service center to, among other things, handle customer inquiries and activate handsets and accounts, handle billing or
handle collections within stringent time guidelines established by Sprint PCS.

Non-competition.We may not offer Sprint PCS products and services outside our markets without the prior written
approval of Sprint PCS. Within our markets we may offer, market or promote telecommunications products and services only under the Sprint brand, our own brand, brands of related parties of ours or
other products and services approved under the management agreement, except that no brand of a significant competitor of Sprint PCS or its related parties may be used for those products and services.
To the extent we obtain licenses to provide PCS services outside our markets, we may not use the spectrum to offer Sprint PCS products and services without prior written consent from Sprint PCS.
Additionally, if customers from our markets travel to other geographic areas, we must route those customers' incoming and outgoing calls according to Sprint PCS' roaming and inter-service area
requirements, without regard to any wireless networks that we or our affiliates operate.

Inability to use non-Sprint PCS brand.We may not market, promote, advertise, distribute, lease or sell any
Sprint PCS products and services on a non-branded, "private label" basis or under any brand, trademark or trade name other than the Sprint brand, except for sales to resellers or as
otherwise permitted under the trademark and service mark license agreements.

Change of Control.A change of control of our ownership is subject to Sprint PCS' consent, which cannot be unreasonably
withheld.

Assignment.We cannot assign the Sprint PCS agreements to any person without the prior consent of Sprint PCS, except that we
can assign the agreements to any affiliate of ours that is not a significant competitor of Sprint PCS in the telecommunications business.

Rights of First Refusal.Sprint PCS has rights of first refusal to buy our assets, without further approval of our
shareholders, upon a proposed sale of all or substantially all of our assets that are used in connection with the operation or management of the Sprint PCS network in our markets.

Termination of management agreement.The management agreement can be terminated as a result of:



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The
termination or non-renewal of the management agreement triggers certain of our rights and those of Sprint PCS.

However,
Sprint PCS' rights of termination have been modified by the consent and agreement and are discussed more particularly under "Consent and Agreement." The termination
or non-renewal of the management agreement triggers certain of our rights and those of Sprint PCS.

Transfer of Sprint PCS network.Sprint PCS may sell, transfer or assign its wireless personal communications services network
to a third party if the third party agrees to be bound by the terms of our Sprint PCS agreements.

Rights on Termination.If we have the right to terminate the management agreement because of an event of termination caused
by Sprint PCS, generally we may:



If
Sprint PCS has the right to terminate the management agreement because of an event of termination caused by us, generally Sprint PCS may:



Rights on Non-Renewal.If Sprint PCS gives us timely notice that it does not intend to renew the management
agreement, we may:



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If
we give Sprint PCS timely notice of non-renewal, or we both give notice of non-renewal, or the management agreement can be terminated for failure to comply
with legal requirements or regulatory considerations, Sprint PCS may:



Determination of Entire Business Value.If our entire business value is to be determined, we and Sprint PCS will each select
one independent appraiser and the two appraisers will select a third appraiser,
each of whom must be an expert in valuing wireless telecommunications companies. The three appraisers will determine the entire business value on a going concern basis using the following guidelines:



Insurance.We are required to obtain and maintain with financially reputable insurers who are licensed to do business in all
jurisdictions where any work is performed under the management agreement and who are reasonably acceptable to Sprint PCS, workers' compensation insurance, commercial general liability insurance,
business automobile insurance, umbrella excess liability insurance and "all risk" property insurance.

Indemnification.We have agreed to indemnify Sprint PCS and its directors, employees and agents and related parties of Sprint
PCS and their directors, managers, officers, employees, agents and representatives against any and all claims against any of the foregoing arising from our violation of any law, a breach by us of any
representation, warranty or covenant contained in the management agreement or any other agreement between us and Sprint PCS, our ownership of the operating assets or the actions or the failure to act
of anyone employed or hired by us in the performance of any work under the agreement, except we will not indemnify Sprint PCS for any claims arising solely from the negligence or willful misconduct of
Sprint PCS. Sprint PCS has agreed to indemnify us and our directors, managers, officers, employees, agents and representatives against all claims against any of the foregoing arising from Sprint PCS'
violation of any law and from Sprint PCS' breach of any representation, warranty or covenant contained in the management agreement or any other agreement

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between
Sprint PCS and us, except Sprint PCS will not indemnify us for any claims arising solely from our negligence or willful misconduct.

Most favored nation clause.We generally have the right to amend our management agreement or services agreement to obtain the
most favorable terms provided under a management agreement or services agreement between Sprint and another Sprint PCS affiliate of similar size (defined as having at least 3.0 million covered
POPs) if, prior to December 31, 2006, Sprint amends the terms of any of those agreements of another Sprint PCS affiliate of similar size in a manner that are more favorable than the terms of
our agreements. This right is only effective, however, if we agree to accept all of the terms and conditions set forth in the other agreements agreed to after November 1, 2003 and
(1) those agreements were not amended with such Sprint PCS affiliate, solely because the affiliate owns the spectrum on which its network operates (unless such PCS affiliate of Sprint acquired
the spectrum from Sprint after November 1, 2003), (2) the amendments to those agreements were not compelled by a law or regulation inapplicable to us, or (3) the amendments to
those agreements were not due solely to a change in a build-out plan.



Pursuant to the November 2003 amendment to our services agreement, Sprint PCS consolidated support services relating to billing, customer care,
collections, network operations control center monitoring, national platform interconnectivity, voice mail, directory assistance, operator services and roaming clearinghouse services into one back
office service referred to as Sprint CCPU service, all of which support services we had been purchasing prior to the consolidation. We have agreed to continue to purchase the Sprint CCPU service from
Sprint PCS for the period November 2003 through December 2006 and pay a monthly rate of $7.70 per subscriber. Beginning in 2007, the monthly rate for the next three years for Sprint CCPU
service will be based on a to-be-determined percentage of Sprint PCS' reported cash cost per user. If we and Sprint PCS cannot agree to a new rate for any future
three-year period beyond 2006, we have the option to continue to purchase the Sprint CCPU service and have an arbitrator determine the new rate or self-provision or procure
those services elsewhere,
subject to certain rights and procedures relating to our ability to transition only customer care and collection services beginning in 2008. Sprint PCS also consolidated services relating to
subscriber activation, credit verification, handset logistics and handset carrying and obsolescence costs into one category referred to as Sprint CPGA service, all of which services and/or costs,
prior to the consolidation, we had been purchasing in the case of the services or bearing in the case of the costs. We have agreed to continue to purchase the Sprint CPGA service from Sprint PCS for
the period November 2003 through December 2006 at a monthly rate of 5.2% of Sprint PCS' most recently published cost per gross addition. Beginning in 2007, the monthly percentage rate
for the next three years for Sprint CPGA service will be based on a to-be-determined percentage of Sprint PCS' reported CPGA. If we and Sprint PCS cannot agree to a new rate
for any future three-year period beyond 2006, we have the option to continue to purchase the Sprint CPGA service and have an arbitrator determine the new rate or self-provision
or procure those services elsewhere.

Sprint
PCS may contract with third parties to provide expertise and services identical or similar to those to be made available or provided to us. We have agreed not to use the services
performed by Sprint in connection with any other business or outside our markets. Sprint must give us nine months' notice if it discontinues a significant service, including customer service, billing
or collections, in which case, if we wish to continue to receive that service, Sprint will use commercially reasonable efforts to help us provide the service ourselves or find another vendor to
provide the service and to facilitate any transition.

We
have agreed with Sprint PCS to indemnify each other as well as officers, directors, employees and certain other related parties and their officers, directors and employees for
violations of law or the services agreement except for any liabilities resulting from the indemnitee's negligence or willful

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misconduct.
The services agreement also provides that no party to the agreement will be liable to the other party for special, indirect, incidental, exemplary, consequential or punitive damages, or
loss of profits arising from the relationship of the parties or the conduct of business under, or breach of, the services agreement except as may otherwise be required by the indemnification
provisions. The services agreement automatically terminates upon termination of the management agreement and neither party may terminate the services agreement for any reason other than the
termination of the management agreement.



We have non-transferable, royalty-free licenses to use the Sprint brand name and "diamond" symbol, and several other U.S. trademarks and
service marks on Sprint PCS products and services. Our use of the licensed marks is subject to our adherence to quality standards determined by Sprint and use of the licensed marks in a manner that
would not reflect adversely on the image of quality symbolized by the licensed marks. We have agreed promptly to notify Sprint of any
infringement of any of the licensed marks within our markets of which we become aware and to provide assistance to Sprint in connection with Sprint's enforcement of its rights. We have agreed with
Sprint and Sprint PCS to indemnify each other for losses incurred in connection with a material breach of the trademark license agreements. In addition, we have agreed to indemnify Sprint and Sprint
PCS from any loss suffered by reason of our use of the licensed marks or marketing, promotion, advertisement, distribution, lease or sale of any Sprint or Sprint PCS products and services other than
losses arising solely out of our use of the licensed marks in compliance with certain guidelines.

Sprint
and Sprint PCS can terminate the trademark and service mark license agreements if we file for bankruptcy, materially breach the agreement or our management agreement is
terminated. We can terminate the trademark and service mark license agreements upon Sprint's or Sprint PCS' abandonment of the licensed marks or if Sprint or Sprint PCS files for bankruptcy, or the
management agreement is terminated.



Overview.Sprint PCS has entered into a consent and agreement that modifies our management agreement
for the benefit of Paribas, on behalf of the lenders under our senior secured credit facility. The consent generally provides, among other things, the following.

Consent to security interest and pledge of stock.Sprint PCS has consented to the grant of the following to such senior
lenders:



Sprint
PCS has agreed to acknowledge the grant of these security interests and to waive its right or the right of any of its affiliates to challenge or contest the validity of the
interests.

Agreement not to terminate Sprint PCS agreements until debt obligations are repaid.Sprint PCS has agreed not to exercise its
rights or remedies under the Sprint PCS agreements, except its right to cure some defaults, and including its right to terminate the agreements and withhold payments (other than rights of setoff)
until our obligations under the credit agreement are satisfied in full.

No competition until debt obligations are repaid.Sprint PCS has agreed that it will not permit any person other than us or a
successor manager to be a manager or operator for Sprint PCS in our

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markets
until our obligations under the credit facility are satisfied in full. Similarly, Sprint PCS has agreed that it will not own, operate, build or manage another wireless mobility communications
network in our markets unless it is permitted under the management agreement or the management agreement is terminated in accordance with the consent, and, in each case, until our obligations under
the credit facility are satisfied in full. While the credit facility is outstanding, Sprint PCS may, however, sell PCS services through its national accounts, permit resellers and build new
geographical areas within our markets for which we have chosen not to exercise our rights of first refusal, all as provided in the management agreement.

Assignments and change of control to Paribas.Sprint PCS has agreed not to apply the restrictions on assignment of the Sprint
PCS agreements and changes in control of our ownership to Paribas. The assignment and change of control provisions in the Sprint PCS agreements will apply if the assignment or change of control is to
someone other than Paribas, or is not otherwise permitted under the consent.

Redirection of Payments from Sprint PCS to Paribas.Sprint PCS has agreed to make all payments due from Sprint PCS to us
under the Sprint PCS agreements directly to Paribas if Paribas so requests and provides Sprint PCS with notice that an event of default has occurred and is continuing under the credit facility.
Payments to Paribas would cease upon the cure of the event of default or certain time limitations.

Notice of Defaults.Sprint PCS has agreed to provide to Paribas a copy of any written notice it sends us regarding an event
of termination or an event that if not cured, or if notice is provided, would be an event of termination under the Sprint PCS agreements. Sprint PCS also has acknowledged that notice of an event of
termination under the Sprint PCS agreements constitutes an event of default under our credit agreement with Paribas. Paribas has agreed to provide Sprint PCS with a copy of any written notice sent to
us regarding an event of default or default under the credit agreement with Paribas.

Right to Cure.Under the terms of the consent, Paribas has the right, but not the obligation, to cure a breach by us of our
management agreement with Sprint PCS. Additionally, Sprint PCS has the right, but not the obligation, to cure certain defaults by us of our obligations under the credit agreement with Paribas.

Rights Upon Default.Besides modifying the rights and remedies available to Sprint PCS upon an event
of termination under our management agreement, the consent grants Paribas certain rights in the event that we default on our obligations under the credit facility. Paribas' rights and remedies vary
based on whether:



The
consent generally permits, without approval of our shareholders, the appointment of a person to run our business under the Sprint PCS agreements on an interim basis and establishes a
process for the sale of the business. The person designated to operate our business on an interim basis is permitted to collect a reasonable management fee. If Sprint PCS or a related party is the
interim operator, the amount of the fee shall not exceed the amount of direct expenses of its employees to operate the business plus out-of-pocket expenses. Sprint PCS shall
collect its fee by setoff against the amounts owed to us under the Sprint PCS agreements.

Credit agreement default without a management agreement breach.If we default on our obligations to Paribas under the credit
facility, and there is no default under our management agreement with Sprint PCS, then Paribas may take any of the following actions:

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Appointment by Paribas of Sprint PCS or a third party designee to operate business.If Paribas appoints Sprint PCS to operate
the business, Sprint PCS must accept the appointment within 14 days or designate another person to operate the business. Sprint PCS' designee may be a PCS affiliate of Sprint (other than us) or
another person acceptable to Paribas. Sprint PCS or its designee must agree to operate the business for up to six months. At the end of the six months, the period may be extended by Paribas for an
additional six months (or an additional 12 months if the aggregate population served by all of the PCS affiliates of Sprint is less than 40 million). During the initial
six-month period, Sprint PCS may not receive reimbursement for amounts expended to cure a breach until our obligations to our senior lenders under the credit facility have been satisfied
in full. If the term is extended beyond the initial six-month period, we will be required to reimburse Sprint PCS or its designee for amounts previously expended and to be incurred as
interim manager to cure a default up to an aggregate amount that is equal to 5% of the sum of our shareholders' equity value plus the outstanding amount of our long term debt. Sprint PCS or its
designated person is not required to incur expenses beyond this 5% limit. At the end of the initial six-month interim term, Paribas has the right to appoint a successor to the interim
manager subject to the requirements set forth below.

Appointment of third party by Paribas to operate business.If Paribas appoints a person other than Sprint PCS to operate the
business on an interim basis the third party must:



The
third party is required to operate the Sprint PCS network in our markets, but is not required to assume our existing liabilities. If the third party materially breaches the Sprint
PCS agreements, this breach will be treated as an event of default under the management agreement with Sprint PCS.

Management agreement breach.If we breach the Sprint PCS agreements and this breach causes a default under the credit
agreement with Paribas, Sprint PCS has the right to designate who will operate our business on an interim basis. Sprint PCS has the right to:



If
Sprint PCS elects not to operate the business or designate a third party to operate the business on an interim basis, Paribas may do so.

Election of Sprint PCS to serve or designate a third party to operate business.If Sprint PCS elects to operate the business
on an interim basis or designate a third party to operate the business on an interim basis, Sprint PCS or the third party may operate the business for up to six months at the discretion of Sprint PCS.
At the end of the six months, the period may be extended for an additional six months (or an additional 12 months if the aggregate population served by us and all other PCS affiliates of Sprint
is less than 40 million). During the initial six-month period, Sprint PCS may not

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receive
reimbursement for amounts expended to cure a breach until our obligations to our senior lenders under the credit facility have been satisfied in full. If the term is extended beyond the
initial six-month period, we will be required to reimburse Sprint PCS or its third party designee for amounts previously expended and to be incurred as interim manager to cure a default up
to an aggregate amount that is equal to 5% of the sum of our shareholders' equity value plus the outstanding amount of our long term debt. Sprint PCS or its third party designee is not required to
incur expenses beyond this 5% limit. At the end of the initial six-month period, Sprint PCS, subject to the approval of Paribas, has the right to appoint a successor to the interim
manager.

Appointment of third party by Paribas to operate business.If Sprint PCS gives Paribas notice of a breach of the management
agreement, our obligations under the credit agreement are accelerated and if Sprint PCS does not agree to operate the business or is unable to find a designee, then Paribas may designate a third party
to operate the business. Paribas has this same right if Sprint PCS or its designee is not replaced within 30 days of the end of its term as interim manager. The third party selected by Paribas
must:



The
third party may continue to operate the business after the six-month period at Paribas' discretion, so long as the third party continues to satisfy the requirements to be
a successor manager and does not breach the terms of the Sprint PCS agreements.

Purchase and Sale of Operating Assets.The consent establishes a process for the sale of our
operating assets, without approval of our shareholders, in the event that we default on our obligations to Paribas under the credit facility and Paribas accelerates the maturity of those obligations.

Sprint PCS' right to purchase on acceleration of debt.Upon notice of an acceleration, Sprint PCS has the right, without
approval of our shareholders, to purchase our operating assets or capital stock under the following terms:



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Sale of Operating Assets or Capital Stock to Third Parties.If Sprint PCS does not purchase the operating assets or capital
stock, following an acceleration by Paribas of our obligations under the credit agreement, Paribas may sell our operating assets or stock. In that event, Paribas has two options:



Sale of Assets or Capital Stock to Qualified Successor.Paribas may sell the operating assets or capital stock and assign the
agreements to entities that meet the following requirements to succeed us:



Paribas
is required to provide Sprint PCS with information necessary to determine if a buyer meets the requirements to succeed us as manager. Sprint PCS has 20 days after its
receipt of this information to object to the qualifications of the proposed successor manager. If Sprint PCS does not object to the buyer's qualifications, the buyer can purchase the assets and assume
our rights and responsibilities under the Sprint PCS agreements. The consent will remain in full force and effect for the benefit of
the buyer and its lenders. The buyer also has a period to cure any defaults under our Sprint PCS agreements.

Sale of Assets or Capital Stock to Non-Successor.Paribas may sell, without shareholder approval, our assets or
stock to a party that does not meet the requirements to succeed us. If such a sale is made:



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Deferral of Collected Revenues.For a period of up to two years after an acceleration by Paribas of our obligations under the
credit facility, Sprint PCS may only retain one-half of the amount of collected revenues from our operation of the Sprint PCS network in our markets that it would otherwise be entitled to
under the management agreement. The balance must be forwarded to us, or to Paribas if Paribas has elected to redirect payments as provided in the consent. If Sprint PCS is not serving as the interim
manager at the end of the first year following the acceleration, then Sprint PCS will retain all of the collected revenues to which it is entitled under the management agreement from then on (the
remainder to be paid to Sprint PCS under an unsecured deferred note).

Right to Purchase Debt Obligations.Following the acceleration of our obligations under the credit facility, and until the
60-day anniversary of the filing of a bankruptcy petition, Sprint PCS has the right to purchase our obligations that are held by the lenders under the credit facility.

Environmental Compliance

Our environmental compliance expenditures primarily result from the operation of standby power generators for our telecommunications equipment and compliance with
various environmental rules during network build-out and operations. The expenditures arise in connection with standards compliance or permits which are usually related to generators,
batteries or fuel storage. Our environmental compliance expenditures have not been material to our financial statements or operations and are not expected to be material in the future.

Regulation of the Wireless Telecommunications Industry

The FCC regulates the licensing, construction, operation, acquisition and interconnection arrangements of wireless telecommunications networks in the United
States. The FCC has promulgated a series of rules, regulations and policies to, among other things:



Through
rules that became fully effective on January 1, 2003, the FCC eliminated its spectrum cap for commercial mobile radio service, or CMRS, which includes broadband wireless
personal

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communications
services, cellular and SMR. The cap previously had limited CMRS providers to 55 MHz of spectrum in any geographic area.



The FCC must give prior approval to the assignment of licenses or transfers of licenses involving substantial changes in ownership or control of a PCS license.
Non-controlling interests in an entity that holds a PCS license or operates PCS networks generally may be bought or sold without prior FCC approval. The FCC requires only
post-consummation notification of certain pro forma assignments or transfers of control. In addition, the FCC has established rules which will allow the leasing of licensed spectrum.



All PCS licenses are granted for 10-year terms conditioned upon compliance with various rules and regulations of the FCC, including timely compliance
with the FCC's build-out requirements. Pursuant to the FCC's build-out requirements, all 30 MHz broadband PCS licensees must construct facilities that offer coverage to
one-third of the population within their licensed service areas within five years and to two-thirds of the population within ten years, and all 10 MHz broadband PCS licensees
must construct facilities that offer coverage to at least one-quarter of the population in their licensed service areas within five years or make a showing of "substantial service" within
that five-year period. If the build-out requirements are not met, the PCS licenses could be forfeited.

The
FCC also requires licensees to maintain control over their licenses. We believe that our management agreement with Sprint PCS meets the FCC requirements for licensee control of
licensed spectrum. If the FCC were to determine that our management agreement with Sprint PCS needs to be modified to increase the level of licensee control, the agreement may be modified to cure any
purported deficiency regarding licensee control of the licensed spectrum. If the agreement cannot be modified, it may be terminated. As a result, it would be extremely difficult for us to conduct our
business. In addition to revoking licenses, the FCC could impose monetary penalties on us.



PCS licenses can be renewed for additional 10-year terms. PCS license renewal applications are not subject to auctions. However, under the FCC's
rules, third parties may oppose renewal applications and/or file competing applications. If one or more competing applications are filed, a renewal application will be subject to a comparative renewal
hearing. The FCC's rules afford PCS renewal applicants involved in comparative renewal hearing a "renewal expectancy." The renewal expectancy is the most important comparative factor in a comparative
renewal hearing and is applicable if the PCS renewal applicant has provided "substantial service" during its license term and substantially complied with all applicable laws and FCC rules and
policies. The FCC's rules define "substantial service" in this context as service that is sound, favorable and substantially above the level of mediocre service that might minimally warrant renewal.
We believe that the FCC's renewal expectancy and procedures make it likely that Sprint will retain its PCS licenses that we manage for the foreseeable future.



The FCC has the authority to order interconnection between commercial mobile radio service providers and incumbent local exchange carriers. The FCC has ordered
local exchange carriers to establish reciprocal compensation with commercial mobile radio service providers, which provide telecommunications services through wireless technology for transport and
termination of telecommunications. The FCC rules define reciprocal compensation as compensation from one carrier to another for the transport and termination on each carrier's network facilities of
local telecommunications traffic originating on the network facilities of the other carrier. As a commercial

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mobile
radio service provider, we are required to pay reciprocal compensation to a wireline local exchange carrier that transports and terminates a local call that originated on our network.
Similarly, we are entitled to receive reciprocal compensation when we transport and terminate a local call that originated on a wireline local exchange carrier's network. In conjunction with Sprint,
we negotiate interconnection agreements for our network with major incumbent local exchange carriers and smaller independent local telephone companies. If an agreement cannot be reached, under certain
circumstances, parties to interconnection negotiations can submit outstanding disputes to state authorities for arbitration. Negotiated interconnection agreements are subject to state approval. The
FCC rules and rulings, as well as the state arbitration proceedings, will directly impact the nature and cost of the facilities necessary for interconnection of the PCS network of Sprint with other
telecommunications networks. They also will determine the nature and amount of revenues we and Sprint can receive for terminating calls originating on the networks of local exchange carriers and other
telecommunications carriers.



CMRS providers, including Sprint, are required to permit manual roaming on their networks. With manual roaming, any user whose mobile phone is technically capable
of connecting with a carrier's network must be able to make a call by providing a credit card number or making some other arrangement for payment. Since October 2000, the FCC has been
considering changes in its rules that may terminate the manual roaming requirement and could impose automatic roaming obligations, under which users with capable equipment would be permitted to
originate or terminate calls without taking action other than turning on their mobile phones.

In
October 2003, the FCC issued an order in which it adopted leasing rules and rules governing the streamlined processing of certainde
factotransfers of control of wireless service licenses, including cellular and PCS licenses, which will permit a secondary market to develop for the acquisition of spectrum.
Under these new rules, licensees may lease spectrum usage rights to spectrum lessees without the need for prior FCC approval so long as the licensee retains effective working control over the use of
the spectrum. In addition, these rules will allow licensees to enter into short-term (360 days or less) and long-term leases in which the licensee retains legal control
of the licensed spectrum but in whichde factoor working control is transferred to the lessee for the term of the lease. Such leases which transfer
working control will require FCC approval but will be subject to streamlined FCC review and approval procedures. The FCC also has issued a further notice of proposed rulemaking in which it has sought
comment on further changes to its spectrum leasing rules and policies.

FCC
rules require that local exchange carriers and most commercial mobile radio service providers allow customers to change service providers without changing telephone numbers, which,
for wireless service providers, is referred to as wireless local number portability, or WLNP. FCC regulations required that most commercial mobile radio service providers implement WLNP in the 100
largest metropolitan areas of the United States by November 24, 2003. FCC regulations require most commercial mobile radio service providers to be able to deliver calls from their networks to
ported numbers anywhere in the country and to contribute to the Local Number Portability Fund. Wireless carriers outside the top 100 MSAs that receive a request to port numbers must be capable of
doing so within six months of the request or by May 24, 2004, whichever is later. The FCC also has adopted rules governing the porting of wireline numbers to wireless carriers. Implementation
of WLNP has required wireless PCS providers like us and Sprint to purchase more expensive switches and switch upgrades. However, it also has enabled existing cellular customers to change to wireless
personal communications services without losing their existing wireless telephone numbers, which has made it easier for PCS providers to market their services to existing cellular users.

FCC
rules require broadband PCS and other commercial mobile radio service providers to implement enhanced emergency 911 capabilities that provide the location of wireless 911 calls to
"Public Safety Answering Points." The FCC has approved a plan proposed and amended by Sprint

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under
which Sprint began selling specially equipped telephone handsets in 2001, with a rollout of such handsets that continued until June 30, 2003, when all new handsets activated nationwide
were to be specially-equipped. Sprint's plan requires that by December 31, 2005, 95% of Sprint wireless subscriber handsets in service must be equipped for the Sprint wireless enhanced 911
service. Moreover, Sprint completed its PCS network upgrade to support enhanced 911 service by December 31, 2002 and began providing a specified level of enhanced 911 service by June 30,
2002. As the required equipment becomes more functional and less expensive, emergency 911 services may afford wireless carriers substantial and attractive new service and marketing opportunities.
Sprint and other providers of cellular and PCS services are required to contribute to various state and local funds to support enhanced 911 capability through charges on customer invoices.

FCC
rules permit broadband PCS and other commercial mobile radio service providers to provide traditional telephone services based on wireless technology and other fixed services that
would directly compete with the wireline services of local telephone companies. The FCC currently is undertaking a rulemaking proceeding in which it is considering actions to help ensure that
competitive telecommunications providers have reasonable and non-discriminatory access to rights-of-way, buildings, rooftops and facilities in multiple tenant
environments, which could facilitate the provision of these services.



The Communications Assistance for Law Enforcement Act, or CALEA, enacted in 1994, requires Sprint and other telecommunications carriers to meet capability and
capacity requirements needed by federal, state and local law enforcement to preserve their electronic surveillance capabilities. PCS providers were generally required to comply with the current
industry CALEA capability standard, known as J-STD-025A, by June 30, 2000, and with additional standards by September 30, 2001. PCS providers also were required
to comply with certain CALEA capability requirements by November 19, 2001. Various other capability requirements established by the Department of Justice and Federal Bureau of Investigation
have been temporarily suspended pending further review by the FCC. The USA Patriot Act of 2001 included certain provisions that enable law enforcement agencies and other branches of the government to
more easily acquire records and information regarding certain uses of communications facilities from telecommunications carriers, including PCS carriers. CALEA and the USA Patriot Act may cause Sprint
and its PCS affiliates to face additional costs and responsibilities for network upgrades related to compliance with law enforcement agencies' expanded surveillance powers. Most PCS providers are
ineligible for federal reimbursement for the software and hardware upgrades necessary to comply with CALEA capability and capacity requirements. However, it is possible that some of these costs may be
reduced or delayed if law enforcement or legislative initiatives are adopted and implemented.



Wireless systems must comply with certain FCC and Federal Aviation Administration regulations regarding the siting, lighting and construction of transmitter
towers and antennas. In addition, the FCC has implemented the National Environmental Policy Act by requiring towers and antennas to meet certain land use and radio frequency standards.



The FCC and certain states have established "universal service" programs to ensure that affordable, quality telecommunications services are available to all
Americans, and to support the availability of advanced telecommunications services to schools, libraries, and rural health care centers. Sprint is required to contribute to the federal universal
service program as well as existing state programs. Effective February 2003, the FCC imposed rules that may have the effect of increasing the universal service "contribution" that Sprint is
required to pay as a result of its PCS business, and the

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businesses
of its PCS affiliates, and various states may follow suit. At the present time it is not possible to predict the extent of Sprint's total federal and state universal service assessments or
its ability to recover from the universal service fund. Wireless providers may seek designation as "Eligible Telecommunications Carriers," or ETC, in specific geographic areas. ETC designation makes
those carriers eligible to receive funds from the federal universal service fund to support the provision of telecommunications service to customers in certain high cost areas. Sprint has applied to
the FCC for ETC status in several states.



FCC rules allow broadband PCS licensees to partition their market areas and/or to disaggregate their assigned spectrum and to transfer partial market areas or
spectrum assignments to eligible third parties.



States and localities are not permitted to regulate the placement of wireless facilities so as to "prohibit" the provision of wireless services or to
"discriminate" among providers of such services. In addition, so long as a wireless system complies with the FCC's rules, states and localities are prohibited from using radio frequency health effects
as a basis to regulate the placement, construction or operation of wireless facilities. These rules are designed to make it possible for us, Sprint and other wireless entities to acquire necessary
tower sites in the face of certain types of local zoning opposition and delays, but they do not completely pre-empt state and local authority over tower siting.



Wireless providers are not required to provide equal access to common carriers for toll services. This enables us and Sprint to generate additional revenues by
reselling the toll services of Sprint and other long-distance carriers from whom we can obtain favorable volume discounts. However, the FCC is authorized to require unblocked access to
toll carriers subject to certain conditions.



Section 332 of the Federal Communications Act preempts states from regulating the rates and entry of commercial mobile radio service providers. However,
states may petition the FCC to regulate such providers. The FCC may grant such petition if the state demonstrates that:



To
date, the FCC has granted no such petition. To the extent we provide fixed wireless service, we may be subject to additional state regulation. These standards and rulings have
prevented states from delaying the entry of wireless personal communications services and other wireless carriers into their
jurisdictions via certifications and similar requirements, and from delaying or inhibiting aggressive or flexible wireless price competition after entry. Despite Section 332, states may
regulate certain aspects of commercial mobile radio service other than market entry and pricing.

Employees

As of December 31, 2003, we employed 477 full-time and 42 part-time employees. None of our employees are represented by a labor
union. We believe that our relations with our employees are good.

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Executive Officers

The name, age and position of each of our current executive officers are as follows:

Donald A. Harris, 51, has served as our President and Chief Executive Officer and as a director since our inception and was appointed
Chairman of the Board in May 2000. Mr. Harris has more than 19 years of experience in the telecommunications industry, and is the former president of Comcast Cellular
Communications, Inc., and a former senior vice president of Comcast Corporation. He also participated in Comcast's efforts on the board of Nextel. Mr. Harris managed the
build-out of and had operating responsibility for Comcast's cellular operations in Pennsylvania, New Jersey and Delaware with over 8 million residents. Mr. Harris also was
responsible for Comcast's PCS experimental trials. Prior to joining Comcast in February 1992, Mr. Harris was Vice President/General Manager of PacTel Cellular's Los Angeles office, the
then largest traditional cellular operation in the United States. He also held several senior management positions with PacTel, including Vice President of Corporate Development, and President and
Chief Executive Officer of the San Francisco Cellular Partnership. Mr. Harris began his career in the cellular communications industry as a consultant with McKinsey & Company.
Mr. Harris is a graduate of the United States Military Academy at West Point and holds a Master of Business Administration degree from Columbia University.

Dean E. Russell, 51, has been our Chief Operating Officer since November 1999. He is responsible for overseeing all of the
functional areas of our operations including sales and marketing, network and field operations and human resources. Prior to joining us, Mr. Russell was part of the executive management team of
Education Management Corporation from October 1997 to November 1999. He held various positions with Education Management Corporation including Director of Operations for the Art
Institute of Fort Lauderdale and President of the Art Institute International at San Francisco. Previously, Mr. Russell was the General Sales Manager for Comcast Cellular
Communications, Inc. in Atlantic City and Cape May County in New Jersey from October 1995 to October 1997. Prior to joining
Comcast Cellular Communications, Inc., Mr. Russell served in the United States Army for 20 years before retiring as a Lieutenant Colonel. Mr. Russell has 30 years of
leadership experience including hands on experience managing diverse operations. Mr. Russell holds a Bachelor of Science degree in Engineering from the United States Military Academy at West
Point, a Master of Education degree from the University of Georgia and a Master of Business Administration degree in International Business from Long Island University.

James J. Volk, 40, joined us as Chief Financial Officer in July 2001 and is responsible for all of the company's financial
activities. Prior to that, he served as Regional Vice President of Finance and Chief Financial Officer of Cingular Wireless' East Region since September 2000 where he was responsible for all
financial aspects of the region which provided service to approximately 4 million customers. He previously served as Vice President of Finance and Chief Financial Officer of Cingular's
Philadelphia market from August 1999 to September 2000. Mr. Volk joined Cingular as Director of International Finance in January 1995 where he was responsible for all
financial aspects of the international wireless operations and business development of the Comcast Cellular Division. He also served from May 1998 to August 1999 as Director of Strategic
Marketing Planning, where he was responsible for planning and analysis as well as business development for the Comcast Cellular Division. Mr. Volk is a Certified Public Accountant and holds a
Bachelor of Science degree in Accounting from the University of Delaware and a Master of Business Administration degree from Villanova University.

Patricia E. Knese, 45, joined us in November 2000 as Vice President and General Counsel, and in February 2001 she was
appointed our Secretary. From May 1999 to November 2000, Ms. Knese served as Head Transactions and E-Health Counsel for Aetna U.S. Healthcare Inc., the
Hartford, Connecticut-based health benefits company, and as General Counsel for InteliHealth Inc., an Aetna Internet subsidiary, where she was responsible for mergers and acquisitions,
strategic relationships and investments, and licensing and other e-commerce related legal matters. From September 1993 to April 1999, she was an attorney at Morgan,
Lewis & Bockius LLP in the Business and Finance area of

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the firm, and served as a federal judicial clerk from 1992 to 1993 with the chief judge of the United States District Court for the District of Delaware. She also has over ten years of management
experience in the automotive industry with automotive manufacturers Subaru of America, Inc. and Chrysler Corporation. Ms. Knese holds a Bachelor of Science degree in Management/Marketing
from Saint Joseph's University, a Master of Business Administration degree from Drexel University and a Juris Doctor degree,summa cum laude, from
Temple University School of Law.

David L. Zylka, 43, joined us in January 2000 as Vice PresidentEngineering, and in January 2004 he was
appointed our Chief Technology Officer. In this role he is responsible for overseeing all activities within the engineering, network operations, implementation and information technology organizations
of the company. Mr. Zylka has 13 years experience in the telecommunications industry. From January 1999 to December 1999, he served as Vice President of Engineering for
Frontier Cellular Communications in Rochester, New York where he developed and executed a $59 million CDMA network expansion plan. Before he joined Frontier Cellular Communications,
Mr. Zylka held various positions at Comcast Communications in Philadelphia, Pennsylvania from May 1991 to November 1998, most recently as Vice President of Operational and
Performance Engineering for the Comcast Cellular network. Mr. Zylka holds a Bachelor of Science degree in Electrical Engineering from the United States Military Academy at West Point and a
Master of Science degree in Information Systems Management from Golden Gate University.

Andrew W. Buffmire, 56, joined us in May 2000 as Vice PresidentBusiness Development. He is responsible for the
development and negotiation of strategic business transactions. Prior to joining us, Mr. Buffmire was a Director in the Sprint PCS Affiliates Program. He joined Sprint PCS in
January 1996 during its initial development stage. At Sprint PCS he led the state-related regulatory compliance, network infrastructure and interconnection negotiations for the market entry of
Sprint PCS and provided legal counsel for various aspects of the network build-out. Before joining Sprint PCS, Mr. Buffmire was an attorney in private legal practice in Salt Lake
City, Utah for 16 years, with the exception of two years (1985-1987), when he was the founder, general counsel and registered principal of an NASD-registered investment
banking firm. Mr. Buffmire interned with the Commission of the European Economic Community (EU) in Brussels, Belgium. He has a Bachelor of Arts degree in International Relations from the
University of Southern California, a Juris Doctor degree from the University of Utah and a Master of Laws degree from the London School of Economics and Political Science. Mr. Buffmire serves
on the board of directors of Crown Energy Corporation.

Risk Factors

Various provisions of this Annual Report on Form 10-K contain forward-looking statements that involve risks and
uncertainties. Actual results, performance or achievements could differ materially from those anticipated in these forward-looking statements as a result of certain risk factors, including those set
forth below and elsewhere in this Annual Report on Form 10-K.

Risks Related to Our Business, Strategy and Operations

Our substantial leverage could adversely affect our financial health

We are highly leveraged. As of December 31, 2003, our total outstanding debt, including capital lease obligations, but excluding future cash flows
associated with senior discount notes accrued in our February 2003 debt exchange (see "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations"),
was approximately $363.5 million. Our substantial indebtedness could adversely affect our financial health by, among other things:



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Additionally,
our substantial senior secured debt has a number of important consequences for our operations, including the following:



The
ability to make payments on our debt will depend upon our future operating performance, which is subject to general economic and competitive conditions and to financial, business and
other factors, many of which we cannot control. If the cash flow from our operating activities is insufficient, we may take actions, such as delaying or reducing capital expenditures, attempting to
restructure or refinance our debt, selling assets or operations or seeking additional equity capital. Any or all of these actions may not be sufficient to allow us to service our debt obligations.
Further, we may be unable to take any of these actions on satisfactory terms, in a timely manner or at all. The credit agreement for our senior secured credit facility and the indentures governing our
outstanding notes limit our ability to take several of these actions. Our failure to generate sufficient funds to pay our debts or to successfully undertake any of these actions could, among other
things, materially adversely affect the market value of our securities and our ability to repay our obligations.

We may not be able to sustain our planned growth or obtain sufficient revenue to achieve and sustain profitability

During 2002 and 2003, we experienced overall declining net subscriber growth compared to periods prior to 2002. This trend is attributable to increased
competition and slowing aggregate subscriber growth in the wireless telecommunications industry. We are currently experiencing operating and net losses as we continue to add subscribers, which
requires a significant up-front investment to acquire those subscribers. If the current trend of slowing net subscriber growth is more rapid than
we anticipate, it may lengthen the amount of time it will take for us to reach a sufficient number of subscribers to achieve profitability.

We may not achieve or sustain operating profitability or positive cash flows, which may result in our inability to meet our debt obligations or fund capital
expenditures

We have a limited operating history, have incurred significant operating losses to date and expect to continue to incur net losses through at least 2005. Our
future operating profitability and cash flows from operating activities will depend upon many factors, including, among others, our ability to market Sprint PCS products and services, achieve
projected market penetration and manage subscriber turnover rates. If we do not achieve and maintain operating profitability and positive cash flows from operating activities, we may be unable to make
interest or principal payments on our debt. We will have to dedicate a substantial portion of any future cash flows from operations to make interest and

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principal
payments on our debt and fund capital expenditures, which will reduce funds available for other purposes. Although we have substantially completed our network coverage build-out,
our business requires additional capital expenditures of up to approximately $20 to $25 million annually for maintenance, capacity enhancements and coverage improvements. If we do not achieve
and maintain positive cash flows from operations on a timely basis, or if our operating cash flows are insufficient to cover our debt obligations in the future, we may be unable to operate our
business in an effective or competitive manner or make required payments on our debt.

If we receive less revenues or incur more fees than we anticipate for PCS roaming from Sprint, our results of operations may be negatively affected

We are paid a fee from Sprint for every minute that a Sprint PCS subscriber based outside of our markets uses our network. Similarly, we pay a fee to Sprint for
every minute that our customers use the Sprint PCS network outside of our markets. Sprint PCS subscribers based in our markets may spend more time in other Sprint PCS coverage areas than we
anticipate, and Sprint PCS subscribers based outside of our markets may use our network less than we anticipate. As a result, we may receive less Sprint PCS roaming revenue and/or have to pay more in
Sprint PCS roaming fees than we anticipate. Our ratio of inbound to outbound roaming with Sprint PCS was approximately 1.62 to 1 during the year ended December 31, 2003. We expect this ratio to
decline over time.

Roaming revenue from subscribers of wireless communications providers other than Sprint may decline in the future

We derive a significant amount of roaming revenue from wireless communications providers other than Sprint for permitting their subscribers to roam on our network
when they are in our markets. We do not have agreements directly with these providers. Instead, we rely on roaming arrangements Sprint has negotiated. If Sprint agrees to a lower negotiated rate, it
will similarly lower our revenues. If the rates offered by Sprint are not attractive, these other wireless communications providers may decide to build out their own networks in our markets or enter
into roaming arrangements with our competitors who also have networks in our markets. A significant reduction in roaming rates or the loss of all or a significant portion of this roaming revenue would
have a material adverse effect on our financial condition and results of operations.

We will incur additional amortization expense as a result of acquiring intangible assets in connection with our acquisition of VIA Wireless LLC, which will result
in a charge against our earnings

Our acquisition of VIA Wireless in 2001 was accounted for using the purchase method of accounting, which means assets and liabilities of VIA Wireless, including
its intangible assets, were recorded on our balance sheet at their fair market value. We paid approximately $202.1 million for VIA Wireless in the form of UbiquiTel Inc.'s common stock
valued at approximately $122.0 million and assumed debt of approximately $80.1 million (which was reduced to $30.1 million on a net basis after giving effect to the
post-closing sale of VIA Wireless' California PCS licenses for $50.0 million in cash). As of December 31, 2003, our net intangible assets related to the acquisition of VIA
Wireless, other than goodwill, were $68.9 million, representing approximately 14.2% of our total assets as of December 31, 2003. Our intangible assets, other than goodwill, are amortized
over an 18-year period. There can be no assurance that the value of the intangible assets will ever be realized by us. Any future determination requiring the write-off of a
significant portion of our unamortized intangible assets could have an adverse effect on our results of operations.

The technology that we use may become obsolete, which would limit our ability to compete effectively within the wireless telecommunications industry

The wireless telecommunications industry is experiencing significant technological change. We employ CDMA digital technology, the digital wireless
telecommunications technology selected by Sprint and certain other carriers for their nationwide networks. Other carriers employ other technologies, such

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as
TDMA, GSM and integrated Digital Enhanced Network (iDEN) technology, for their nationwide networks. If another technology becomes the preferred industry standard, we would be at a competitive
disadvantage, and competitive pressures may require Sprint to change its digital technology, which in turn could require us to make changes to our network at substantial costs. We may be unable to
respond to these pressures and implement new technology on a timely basis or at an acceptable cost.

If we lose the right to install our equipment on wireless towers or are unable to renew expiring leases for wireless towers on favorable terms or at all, we could
incur greater operating and capital expenditures and our business and results of operations could be adversely impacted

We lease a significant amount of the radio communications sites for our network through master lease agreements with several national communication site
management companies. A few of these tower companies have experienced financial difficulties and sought bankruptcy protection. If a master lease agreement with one of these tower companies were to
terminate, or if one of these tower companies were unable to support the use of its tower sites by us, we would have to find new sites or might be required to rebuild the affected portion of our
network, which could result in a portion of our network having a temporary disruption in service and a material increase in our operating or capital expenditures. In addition, the concentration of our
tower leases with a limited number of tower companies could adversely affect our results of operations and financial condition if we were unable to renew any expiring leases with the tower companies
either on favorable terms or at all.

We may not be able to compete with potential acquirors for acquisitions to expand our territory, or successfully overcome risks associated with expanding our
territory through acquisitions, which could have a material adverse effect on our business and reduce the market value of our securities

There has been a recent trend in the wireless telecommunications industry towards consolidation of wireless service providers through joint ventures, mergers and
acquisitions. We may attempt to further expand our territory through acquisitions of other PCS affiliates of Sprint or through the grant of additional markets from Sprint. If we expand our operations
through acquisitions, we will compete with other potential acquirors, some of which may have greater financial or operational resources than us. Any expansion through an acquisition may require the
approval of Sprint. If we acquire additional businesses, we may encounter difficulties that may be costly and time-consuming, slow our growth or lower the value of our securities. For
example, we may have to:



In
connection with any of these transactions, we also may incur significant amortization expenses related to intangible assets. The failure to overcome risks encountered in these
transactions could have a material adverse effect on our business.

We previously used Arthur Andersen LLP as our independent public accountants

The audited consolidated statements of operations, stockholders' equity and cash flows of UbiquiTel and its subsidiaries for the year ended December 31,
2001 included in this Annual Report on Form 10-K, prior to the revisions discussed in Note 3 to the consolidated financial statements of UbiquiTel and its subsidiaries
included in this Annual Report on Form 10-K, were audited by Arthur Andersen LLP, independent public accountants, as stated in their report thereon dated as of February 15,
2002, which is included herein. On March 14, 2002, Arthur Andersen was indicted on federal obstruction of justice charges arising from the federal government's investigation of Enron
Corporation. On May 15, 2002, upon the recommendation of the audit committee of UbiquiTel's board of directors, UbiquiTel's board of directors approved the dismissal of Arthur Andersen as
UbiquiTel's

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independent
public accountants and the appointment of PricewaterhouseCoopers LLP to serve as our independent public accountants for the fiscal year ended December 31, 2002. The audit committee
of UbiquiTel's board of directors reappointed PricewaterhouseCoopers LLP to serve as our independent public accountants for the fiscal year ended December 31, 2003.

Arthur
Andersen was convicted on federal obstruction of justice charges on June 15, 2002, ceased practicing before the SEC on August 31, 2002, and was sentenced to five
years probation on October 16, 2002. Arthur Andersen has not reissued their audit report dated as of February 15, 2002 included in this Annual Report on Form 10-K. As
a result, you may not be able to recover any amount from Arthur Andersen in connection with any claim that may arise out of Arthur Andersen's audit of our financial statements described above.

The terms of our debt place restrictions on us which may limit our operating flexibility

Our senior secured credit facility and the indentures governing our outstanding notes impose material operating and financial restrictions on us. These
restrictions, subject in certain cases to ordinary course of business and other exceptions, may limit our ability to engage in some transactions, including the following:



These
restrictions could limit our ability to obtain debt financing, repurchase stock, refinance or pay principal or interest on our outstanding debt, complete acquisitions for cash or debt or react
to changes in our operating environment. Any future debt that we incur may contain similar or more restrictive covenants.

If we do not meet all of the conditions required under our senior secured credit facility, we may not be able to draw down on our revolving credit facility if
needed to fund operating losses and working capital needs

Our ability to borrow funds under our senior secured credit facility's current unused $47.7 million revolving line of credit could be terminated due to our
failure to comply with specific conditions on each funding date, including the following:



We
are currently in compliance with all financial and operating covenants relating to the senior secured credit facility. However, if our business does not generate the results required
by the covenants in the senior secured credit facility, our ability to make borrowings under the revolving line of credit required to operate our business would be restricted or terminated and the
credit facility could be declared in default.

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We may be unable to repay or refinance indebtedness prior to its maturity

As of December 31, 2003, we had $230.0 million outstanding principal amount of term loans, and $163.1 million outstanding principal amount
($137.0 million accreted value, excluding future cash flows associated with senior discount notes accrued in our February 2003 debt exchange (see "Item 7. Management's Discussion
and Analysis of Financial Condition and Results of Operations")) of senior discount notes, Series B senior discount notes and senior subordinated discount notes. We may not be able to generate
sufficient funds from operations to repay all of those obligations as they are currently scheduled to become due. Accordingly, it may be necessary to refinance some of those obligations at or before
their respective maturities. Our ability to refinance those obligations will depend on, among other things, our financial condition at the time of refinancing, the restrictions contained in any
outstanding financing arrangements and market conditions. We may not be able to refinance those obligations. If we are unable to refinance those obligations, or unable to obtain satisfactory terms,
this could have an adverse effect on us, including on our ability to pay cash interest and make scheduled principal repayments on our debt.

Our stock price has suffered significant declines and has been and may continue to be volatile and shareholders may not be able to sell their shares at or above
the price they paid for them

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



Future sales of shares of our common stock may negatively affect our stock price

In connection with our debt-for-debt exchange offer consummated in February 2003 and the open market purchases of 14% senior
subordinated discount notes during the second quarter of 2003, we issued warrants to purchase approximately 10.9 million shares of our common stock at an exercise price of $0.01 per share, all
of which warrants were exercised in 2003. We have registered the shares of common stock for resale by the holders.

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As
a result of our acquisition of VIA Wireless in 2001, the shareholders of the members of VIA Wireless received 16.4 million shares of our common stock, which were subsequently
registered for resale by the holders and are now freely tradable without restriction.

Additionally,
approximately 15.8 million outstanding shares of our common stock are owned by certain of our executive officers and directors and their affiliates, and may be
resold publicly at any time subject to the volume and other restrictions under Rule 144 of the Securities Act of 1933. Certain of these holders also have the right to require us to register the
resales of these shares with the Securities and Exchange Commission under registration rights agreements.

Sales
of substantial amounts of shares of our common stock, or even the potential for such sales, could lower the market price of our common stock and impair our ability to raise capital
through the sale of equity securities.

Our certificate of incorporation and bylaws include provisions that may discourage a change of control transaction

Some provisions of our certificate of incorporation and bylaws and the provisions of Delaware law could have the effect of delaying, deferring or preventing an
acquisition of us. For example, we have a staggered board of directors, the members of which may only be removed for cause, authorized but unissued shares of preferred stock which could be used to
fend off a takeover attempt, and our shareholders may not take actions by written consent and are limited in their ability to make proposals at shareholder meetings.

Risks Related to Our Relationship with Sprint

Our ability to conduct our business would be severely restricted if Sprint PCS terminated our management agreement

Our relationship with Sprint is governed by our management agreement with Sprint PCS. Because we do not own any licenses to operate a wireless network, our
business depends on the continued effectiveness of our management agreement. Our management agreement with Sprint PCS is subject to termination. Sprint is not obligated to provide us with any support
in connection with our business or otherwise, other than performing its contractual obligations under the management agreement and other related agreements between us. Sprint PCS may be able to
terminate our management agreement with it if we materially breach the terms of the agreement. These terms include operational and network requirements that are extremely technical and detailed and
apply to each retail store, cell site and switch site. Many of these operational and network requirements can be changed by Sprint, in certain cases, with little notice. As a result, we may not always
be in compliance with all requirements of our management agreement with Sprint PCS. Sprint conducts periodic audits of compliance with various aspects of its program guidelines and identifies issues
it believes need to be addressed. There may be substantial costs associated with remedying any non-compliance, and such costs may adversely affect our results of operations and cash flows.
Our management agreement also requires that we provide network coverage to a minimum network coverage area within specified time frames and that we meet and maintain Sprint PCS' technical and customer
service requirements. We believe we are in compliance with our network build-out requirements and Sprint PCS' other program requirements. A failure by us to meet any expanded
build-out requirements for our markets or Sprint PCS' technical or customer service requirements could constitute a material breach of the management agreement, which could lead to its
termination by Sprint. We may amend our management agreement with Sprint PCS in the future to expand our network coverage. Sprint can also choose not to renew the agreement at the expiration of the
20-year initial term in 2018 or any ten-year renewal term. In any event, our management agreement with Sprint PCS terminates in 50 years. If Sprint PCS terminates or
fails to renew our management agreement or fails to perform its obligations under the agreement, our ability to conduct our business would be severely restricted.

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Our
management agreement with Sprint PCS provides that upon the occurrence of an event of termination caused by our breach of the agreement, we may be required to sell our operating
assets to Sprint. This sale may take place for a price equal to 72% of our entire business value, subject to the valuation criteria and procedures provided in our management agreement with Sprint PCS,
and without shareholder approval. The provisions of our management agreement that allow Sprint to purchase our operating assets at a discount may limit our ability to sell our business, may reduce the
value a buyer would be willing to pay for our business and may reduce our "entire business value."



Under
our management agreement with Sprint PCS, Sprint has a substantial amount of control over factors that significantly affect the conduct of our business. Subject to newly
established limits set forth in the November 2003 amendment to our management agreement with Sprint PCS, Sprint may make decisions that adversely affect our business, such as the following:



Conflicts
between Sprint and us may arise, and because Sprint owes us no duties except as set forth in the agreements, these conflicts may not be resolved in our favor.



Under
specific circumstances and without approval of our shareholders, Sprint PCS may purchase our operating assets or capital stock at a discount. In addition, any change of control of
our ownership, any assignment of our management agreement with Sprint PCS and any acquisition by us of another PCS affiliate of Sprint is subject to Sprint's approval. Sprint also has a right of first
refusal if we decide to sell our operating assets to a third party. We also are subject to a number of restrictions on the transfer of our business, including a prohibition on the sale of our
operating assets to competitors of Sprint. These restrictions and the other restrictions contained in our management agreement with Sprint PCS restrict our ability to sell our business, may reduce the
value a buyer would be willing to pay for our business and may reduce our "entire business value."

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Sprint's
wireless licenses are subject to renewal and revocation by the FCC. The Sprint wireless licenses in our markets will expire in 2004 through 2007 but may be renewed for
additional
ten-year terms. The FCC has adopted specific standards that apply to wireless personal communications services license renewals. Any failure by Sprint PCS or us to comply with these
standards could result in the nonrenewal of the Sprint licenses for our markets. Additionally, if Sprint does not demonstrate to the FCC that Sprint has met the construction requirements for each of
its wireless personal communications services licenses, it can lose those licenses. If Sprint loses its licenses in our markets for any of these reasons, we would not be able to provide wireless
services without obtaining rights to other licenses. If Sprint loses its licenses in another territory, Sprint or the applicable PCS affiliate of Sprint would not be able to provide wireless services
without obtaining rights to other licenses and our ability to offer nationwide calling plans would be diminished and potentially more costly.



We
place substantial reliance on the timeliness, accuracy and sufficiency of revenue and cost data and information generated by Sprint for the compilation of our financial statements and
other financial disclosures, including substantial portions of our revenues, expenses and accounts receivable. As part of our agreements, we outsource several functions to Sprint including billing,
customer care, national network operations support, inventory logistics support, long distance transport and national retailer sales support. The data provided by Sprint is the primary source for our
recognition of service revenue and a significant portion of our selling and marketing and cost of service and operations expenses. In certain cases, the data is provided at a level of detail that is
not adequate for us to verify for accuracy back to the originating source. We rely on Sprint to have designed adequate internal controls with respect to the processes established to provide this data.
Because of this reliance, we are dependent on Sprint to periodically evaluate the effectiveness of these controls and report any significant deficiencies and weaknesses in the design or operation of
these controls that could have a material impact on our financial statements and disclosures. Sprint provides an annual evaluation of these controls to us by engaging its independent auditors to
provide a "Report on Controls Placed in Operation and Tests of Operating Effectiveness for Affiliates" under guidance provided in Statement of Auditing Standards No. 70 ("SAS 70"). There can be
no assurance that the SAS 70 procedures will identify all weaknesses that might be material to us. At times, we have been invoiced by Sprint for charges that we believed to be contractually incorrect.
We review all charges from Sprint and dispute charges if appropriate based upon our interpretation of our agreements with Sprint PCS. When Sprint does not timely notify us of charges that we have
incurred, or when we are invoiced for charges that we believe to be incorrect, we record estimates primarily based on our historical trends and our estimate of the amount which we believe we will
remit to Sprint after the disputed item or items have been settled. Although we are not presently aware of any material errors affecting us, errors that are not reconciled on a timely basis by Sprint
could cause us to misstate our revenues or expenses and could result in out-of-period adjustments that may materially adversely affect our financial results and could have a
material adverse effect on our business, financial condition, results of operations and cash flows. Additionally, if we or any other PCS affiliate of Sprint find significant errors in information
provided by Sprint which causes a restatement of financial statements or otherwise affects us, investors and the investment community may lose confidence in us. Should Sprint fail to deliver timely,
accurate and sufficient information, this could lead to a greater degree of uncertainty in our business and financial planning and may lead to adverse short-term decisions. Further, the
failure of Sprint to remit current or future amounts owing to PCS affiliates of Sprint, including us, could lead to actions on the part of us or other PCS affiliates of Sprint to enforce rights under
the Sprint agreements and other remedies available under applicable law.

46

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We
rely on Sprint's internal support systems, including customer care, billing and back office support. We also depend on Sprint's willingness to continue to offer these services and to
provide these services effectively. Our operations could be disrupted if Sprint is unable to provide these back office services and systems in a high quality manner, or to efficiently outsource those
services and systems through third party vendors. Sprint recently has consolidated and made reductions in its customer service support structure and may continue to do so in the future, which may have
an adverse effect on our
churn rate. Sprint has relied on third party vendors for a significant number of important functions, including billing, and components of its internal support systems and may continue to rely on
outside vendors in the future or may take these systems in-house. In February 2004, Sprint announced an agreement with IBM Business Consulting Services to outsource several
functions of customer service to IBM for five years. The quality of service provided through IBM for our customers could affect our customer satisfaction. Any significant system change, the inability
of Sprint to provide or maintain high quality back office services or our inability to use Sprint's back office services and third party vendors' back office systems could lead to customer
dissatisfaction, increase customer turnover or otherwise disrupt our business and increase our costs. Our ability to replace Sprint in providing back office services may be limited.



Because
we incur the costs for the services provided by Sprint PCS under our services agreement for billing, customer care and other back office functions on a per subscriber basis, we
expect the aggregate cost for such services to increase as the number of our subscribers increases. Sprint may terminate a significant service provided under the agreement, including customer care,
billing or collections, upon nine months' prior written notice, but if we would like to continue receiving such service, Sprint has agreed that it will assist us in developing that function internally
or locating a third party vendor that will provide that service. If Sprint terminates a service for which we have not developed or are unable to develop a cost-effective alternative, our
operating costs may increase beyond our expectations and our operations may be interrupted or restricted. We do not currently have a contingency plan if Sprint terminates a service we currently
receive from it.



The
national PCS network of Sprint is a combination of networks. The large metropolitan areas are owned and operated by Sprint, and the areas in between them are owned and operated by
PCS affiliates of Sprint, all of which are independent companies like us. We believe that most, if not all, of these companies have incurred substantial debt to pay the large cost of building out
their networks. If other PCS affiliates of Sprint experience financial difficulties, the Sprint PCS network could be disrupted in that company's territory. Material disruptions in the Sprint PCS
network could have a material adverse effect on our ability to attract and retain customers. If the affiliation agreements of those PCS affiliates of Sprint are like ours, Sprint would have the right
to step in and operate the affected territory. However, this right could be delayed or hindered by legal proceedings, including any bankruptcy proceedings related to the affected affiliate. Two PCS
affiliates of Sprint are in Chapter 11 bankruptcy proceedings, each alleging that Sprint violated its agreements with the affiliate, and others have experienced financial difficulties. In each case,
we believe that there has been no material disruption of the Sprint PCS network to date.

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Our
senior secured credit facility requires that we comply with specified financial ratios and other performance covenants. If we fail to comply with these covenants or we default on our
obligations under our senior secured credit facility, our lenders may accelerate the maturity of our debt. If our lenders accelerate our debt, Sprint has the option to purchase our operating assets at
a discount to market value on terms that have been agreed to and that are disadvantageous to us and assume our obligations under the senior secured credit facility. If Sprint does not exercise this
option, our lenders may sell our assets to third parties. If Sprint provides notice to our lenders that we are in breach of our management agreement with Sprint PCS and, as a result, our obligations
under the credit agreement are accelerated and Sprint does not elect to operate our business, our lenders may designate a third party to operate our business or cause our assets to be sold. In any
such case, there is a material risk we will not be able to make payments on our other debt and that our common stock will become worthless.



We
depend on our relationship with Sprint to obtain handsets and other wireless devices at a competitive cost. Sprint PCS orders handsets and other wireless devices from various
manufacturers. We could have difficulty obtaining specific types of handsets at a competitive cost and in a timely manner if:



The
occurrence of any of the foregoing could disrupt our customer service and/or result in a decrease in our subscribers, which could adversely affect our results of operations.

Risks Related to the Wireless Telecommunications Industry



The
wireless telecommunications industry in general, and Sprint and its PCS affiliates in particular, have experienced a high rate of customer turnover, commonly known as churn. We
believe that Sprint PCS and its affiliates have experienced a high churn rate due to Sprint's programs for marketing its services to sub-prime credit quality subscribers, Sprint's
relatively less established customer base and Sprint's focus on adding customers from the consumer segment of the industry rather than business subscribers. Due to significant competition in the
industry and general economic conditions, among other things, a decline in the churn rate may not occur and our future rate of customer turnover may be higher than our historical rate or projections.
A high rate of customer turnover adversely affects our competitive position, liquidity, results of operations and costs of, or losses incurred in, obtaining new subscribers, especially because we
subsidize a significant portion of the costs of initial purchases of

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handsets
by new customers. Factors that may contribute to higher churn include inability or unwillingness of customers to pay resulting in involuntary deactivations, customer mix and credit class and
in particular sub-prime credit class customers, customer credit terms, deposit requirements for sub-prime customers, number of customers receiving services under contracts with
terms of a year or greater, attractiveness of competitors' products, services and pricing, network coverage and performance relative to competitors, customer service, and other competitive factors,
including the implementation by the FCC of wireless local number portability, or WLNP, in late 2003. Wireless local number portability enables wireless customers to keep, subject to certain geographic
limitations, their existing wireless telephone number when switching from one wireless telecommunications carrier to another. The FCC mandated that wireless carriers provide for WLNP by
November 24, 2003 for the 100 largest MSAs, and it will be required in all of our markets later in 2004. We anticipate number portability could increase churn, which could lower our revenues.
We may be required to increase subsidies for product upgrades and/or reduce pricing to match competitors' initiatives and retain customers, which could adversely impact our revenues, liquidity and
profitability.



Competition
in the wireless telecommunications industry is intense. Competition has caused, and we anticipate that competition will continue to cause, the market prices for wireless
products and services to decline in the future and the cost to acquire new customers to remain high. We compete throughout our markets with both cellular and PCS providers. Although we face Verizon
Wireless, AT&T Wireless Services, Cingular, T-Mobile and Nextel, the other five national wireless operators, in the majority of our markets, Verizon and AT&T are in all of our markets and
provide the most competition for market share because in most cases they were the incumbent providers. Competition also spans operators using different competing digital technologies. We also face
competition from resellers in certain markets, which provide wireless services to customers but do not hold FCC licenses or own facilities. Instead, the resellers buy blocks of wireless telephone
numbers and capacity from a facilities-based carrier and resell services through their own distribution network to the public.

Our
dependence on Sprint to develop competitive products and services and the requirement that we obtain Sprint's consent to sell non-Sprint approved products may limit our
ability to keep pace with our competitors on the introduction of new products, services and equipment. Our success, therefore, is, to a large extent, dependent on Sprint's ability to distinguish
itself from competitors by marketing and anticipating and responding to various competitive factors affecting the wireless industry, including new services that may be introduced, changes in consumer
preferences, demographic trends, economic conditions and discount pricing strategies by competitors. To the extent that Sprint is not able to keep pace with technological advances or fails to respond
timely to changes in competitive factors in the wireless industry, it could cause us to lose market share or experience a decline in revenue.

Many
of our competitors have significantly greater financial and technical resources and subscriber bases, more extensive coverage areas and more well-established marketing
programs and brand names than we do. Some of our competitors may market other services, such as landline telephone service, cable television and Internet access, along with their wireless
telecommunications services. Furthermore, there has been a recent trend in the wireless telecommunications industry towards consolidation of wireless service providers, which we expect to lead to
larger competitors over time. We may be unable to compete successfully with larger companies that have substantially greater resources or that offer more services than we do. In addition, we may be at
a competitive disadvantage because we may be more highly leveraged than some of our competitors.

Our
ability to compete will depend, in part, on our ability to anticipate and respond to various competitive factors affecting the wireless telecommunications industry. While we try to
maintain and

49

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grow
our average revenue per user, we cannot be certain that we will be able to do so. If prices for our services continue to decline, it could adversely affect our ability to grow revenue, which
would have a material adverse effect on our liquidity, financial condition and results of operations.



Intense
competition in the wireless telecommunications industry could cause prices for wireless products and services to continue to decline. If prices drop, then our rate of net
subscriber additions will take on greater significance in improving our financial condition and results of operations. However, as our and our competitors' penetration rates in our markets increase
over time, our rate of adding net subscribers could decrease. If this decrease were to happen, it could materially adversely affect our liquidity, financial condition and results of operations.



Our
primary customer base is individual consumers, and in the event that the economic downturn that the United States has recently experienced becomes more pronounced or lasts longer
than currently expected and spending by consumers drops significantly, our business may be negatively affected.

There
is also uncertainty as to the extent of customer demand as well as the extent to which airtime and monthly recurring charges may continue to decline. As a result, our future
prospects remain uncertain.



The
wireless telecommunications industry is experiencing significant and rapid technological change, as evidenced by the increasing pace of digital upgrades in existing analog wireless
systems, evolving industry standards, ongoing improvements in the capacity and quality of digital technology, shorter development cycles for new products and enhancements and changes in
end-user requirements and preferences. Technological advances and industry changes could cause the technology used on our network to become obsolete. We rely on Sprint for research and
development efforts with respect to Sprint PCS products and services and with respect to the technology used on our network. Sprint may not be able to respond to such changes and implement new
technology on a timely basis, or at an acceptable cost.

If
Sprint is unable to keep pace with these technological changes or changes in the wireless telecommunications market, the technology used on our network or our business strategy may
become obsolete. In addition, other carriers are in the process of completing, or have completed, upgrades to 1xRTT, or other 3G technologies. 3G technology provides high-speed,
always-on Internet connectivity and high-quality video and audio. We completed our network upgrade to CDMA 1xRTT in 2002, and offer PCS Vision services in all of our markets.

We
also face competition from paging, dispatch and conventional mobile radio operations, enhanced specialized mobile radio, called ESMR, and mobile satellite service. In addition, future
FCC regulation or congressional legislation may create additional spectrum allocations that would have the effect of adding new entrants (and, consequently, additional competitors) to the mobile
telecommunications market.



Our
operations and those of Sprint may be subject to varying degrees of regulation by the FCC, the Federal Trade Commission, the Federal Aviation Administration, the Environmental
Protection

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Agency,
the Occupational Safety and Health Administration and state and local regulatory agencies and legislative bodies. Adverse decisions or regulations of these regulatory bodies could negatively
impact Sprint's and our operations and our costs of doing business. For example, changes in tax laws or the interpretation of existing tax laws by state and local authorities could subject us to
increased income, sales, gross receipts or other tax costs or require us to alter the structure of our current relationship with Sprint.



Media
reports have suggested that radio frequency emissions from wireless handsets may be linked to various health problems resulting from continued or excessive use, including cancer,
may interfere with various electronic medical devices, including hearing aids and pacemakers, and may cause explosions if used while fueling an automobile. Widespread concerns over radio frequency
emissions may expose us to potential litigation, discourage use of wireless handsets or result in additional regulation imposing restrictions or increasing requirements on the location and operation
of cell sites or the use or design of wireless handsets. Any resulting decrease in demand for wireless services or increase in the cost of complying with additional regulations, or costs of litigation
and damage awards, could impair our ability to achieve and sustain profitability.



Some
studies have indicated that some aspects of using wireless phones while driving may impair drivers' attention in certain circumstances, making accidents more likely. A number of
U.S. state and local governments have enacted or are considering legislation that would restrict or prohibit the use of a wireless handset while driving a vehicle or, alternatively, require the use of
a hands-free wireless phone. These concerns also could lead to potential litigation relating to accidents, deaths or serious bodily injuries. New restrictions or government regulations
that restrict or prohibit wireless phone use resulting in a decrease in demand for wireless services, or costs of litigation and damage awards, could impair our ability to achieve and sustain
profitability.

ITEM 2.    Properties

As of December 31, 2003, our material properties were as follows:

Corporate and Regional Offices.Our principal executive offices consist of approximately 20,000 square feet of leased office space located in
Conshohocken, Pennsylvania. We own an approximately 34,000 square foot office building located in Fresno, California in which our regional operations for central California are located. We lease
approximately 11,500 square feet in this facility to two tenants and may lease additional space to other tenants in the future. We also lease space for regional operations in Reno, Nevada; Spokane,
Washington; Boise, Idaho; and Evansville, Indiana.

Sprint Stores.We lease space for 32 Sprint company-owned retail stores in our markets.

Switching Centers.We have four leased and one owned switching centers, located in each regional market.

Cell Sites.We lease space on approximately 847 wireless towers and own 14 towers.

We
believe that our facilities are in good operating condition and are currently suitable and adequate for our business operations.

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ITEM 3.    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 4.    Submission of Matters to a Vote of Security Holders

No matters were submitted during the fourth quarter of fiscal 2003 to a vote of security holders.

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PART II

ITEM 5.    Market for Registrant's Common Equity and Related Stockholder Matters

Market Information.Shares of UbiquiTel common stock began trading on The Nasdaq National Market on June 7, 2000 under
the symbol "UPCS." Prior to that date, there was no public market for UbiquiTel common stock. Effective November 1, 2002, the listing of UbiquiTel's common stock was transferred from The Nasdaq
National Market to The Nasdaq SmallCap Market, and effective July 10, 2003, the listing of UbiquiTel's common stock was transferred from The Nasdaq SmallCap Market to The Nasdaq National
Market. On February 4, 2004, there were 162 holders of record of UbiquiTel common stock. There is no public market for the common stock of UbiquiTel Operating Company and all of such stock is
held by UbiquiTel.

The
following table lists the high and low bid prices for UbiquiTel common stock for the quarterly periods for the years ended December 31, 2002 and 2003, as reported by The
Nasdaq National Market until October 31, 2002, as reported by The Nasdaq SmallCap Market from November 1, 2002 until July 9, 2003, and as reported by The Nasdaq National Market
from July 10, 2003.

2002

High

LowFirst Quarter

$
8.26

$
1.45Second Quarter


2.55


0.40Third Quarter


0.95


0.20Fourth Quarter


0.80


0.20


2003

High

LowFirst Quarter

$
0.50

$
0.26Second Quarter


1.67


0.36Third Quarter


2.09


1.20Fourth Quarter


2.88


1.26


Dividend Policy.UbiquiTel has never paid any cash dividends on its common stock. UbiquiTel intends to retain its future
earnings, if any, to fund the development and growth of its business and, therefore, does not anticipate paying cash dividends in the foreseeable future. Our future decisions concerning the payment of
dividends on our common stock will depend upon our results of operations, financial condition and capital expenditure plans, as well as such other factors as the board of directors, in its sole
discretion, may consider relevant. In addition, our existing indebtedness restricts, and we anticipate our future indebtedness may restrict, our ability to pay dividends.

Securities Authorized For Issuance Under Equity Compensation Plans.See our disclosure in the subsection of UbiquiTel's
definitive proxy statement entitled "Equity Compensation Plan Information," which disclosure is incorporated herein by reference.

ITEM 6.    Selected Financial Data

In the table below, we provide you with selected financial data for the years ended December 31, 2003, 2002, 2001 and 2000, and from September 29,
1999, the date of our inception, through December 31, 1999, and balance sheet data as of December 31, 2003, 2002, 2001, 2000 and 1999, which are derived from and should be read in
conjunction with the audited consolidated financial statements

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of
UbiquiTel Inc. and subsidiaries included elsewhere herein. See also "Management's Discussion and Analysis of Financial Condition and Results of Operations" included herein.

|                                                        |                                                                             |   |         |         |   |          |         |   |          | For the Period
from Inception
(September 29, 1999)
to December 31,
1999 |  
|------------------------------------------------------- | --------------------------------------------------------------------------- | - | ------- | ------- | - | -------- | ------- | - | -------- | ----------------------------------------------------------------------- | -
|
|
|
|Statement of Operations Data:                           |                                                                             |   |         |         |   |          |         |   |          |                                                                         |  
|Total revenues                                          |                                                                             | $ | 273,266 |         | $ | 220,805  |         | $ | 93,573   |                                                                         | $
|Costs and expenses:                                     |                                                                             |   |         |         |   |          |         |   |          |                                                                         |  
|                                                        | Cost of service and operations and products                                 |   |         | 160,690 |   |          | 172,898 |   |          | 91,053                                                                  |  
|                                                        | Selling and marketing                                                       |   |         | 53,681  |   |          | 54,711  |   |          | 39,119                                                                  |  
|                                                        | General and administrative expenses including non-cash compensation charges |   |         | 31,783  |   |          | 26,794  |   |          | 15,973                                                                  |  
|                                                        | Depreciation, amortization and accretion                                    |   |         | 46,909  |   |          | 51,571  |   |          | 24,348                                                                  |  
|                                                        |                                                                             |   |         |         |   |          |         |   |          |                                                                         |  
|Total costs and expenses                                |                                                                             |   | 293,063 |         |   | 305,974  |         |   | 170,493  |                                                                         |  
|                                                        |                                                                             |   |         |         |   |          |         |   |          |                                                                         |  
|Operating loss                                          |                                                                             | $ | (19,797 | )       | $ | (85,169  | )       | $ | (76,920  | )                                                                       | $
|                                                        |                                                                             |   |         |         |   |          |         |   |          |                                                                         |  
|Net loss applicable to common stockholders              |                                                                             | $ | (8,113  | )(1)    | $ | (117,387 | )       | $ | (107,655 | )                                                                       | $
|                                                        |                                                                             |   |         |         |   |          |         |   |          |                                                                         |  
|Basic and diluted net loss per share of common stock(2) |                                                                             | $ | (0.09   | )(1)    | $ | (1.45    | )       | $ | (1.53    | )                                                                       | $

|                                                    |  | As of December 31,
|--------------------------------------------------- |  | ------------------
|
|
|Balance Sheet Data:                                 |  |                   
|Cash and cash equivalents                           |  | $                 
|Restricted cash                                     |  |                   
|Property and equipment and construction in progress |  |                   
|Total assets                                        |  |                   
|Total debt(4)                                       |  |                   
|Total liabilities                                   |  |                   
|Total stockholders' equity                          |  |                   

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ITEM 7.    Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion and analysis should be read in conjunction with the consolidated financial statements and the related notes included elsewhere in this
Annual Report on
Form 10-K. The discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from the results contemplated in these
forward-looking statements as a result of factors including, but not limited to, those under "Item 1. BusinessRisk Factors" and "Liquidity and Capital
ResourcesFactors That May Affect Operating Results and Liquidity."

Use of Certain Terms

In the second quarter of 2003, we initiated a reseller program with Virgin Mobile USA in our markets, under which Virgin Mobile began reselling wireless services
to its customers on a pre-paid basis using our network in our markets. We also market Virgin Mobile pre-paid services through our retail stores. As of December 31, 2003,
we had approximately 22,700 reseller subscribers. In this "Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations" and "Item 1. Business," unless
the context indicates otherwise, all references to "subscribers" or "customers" and other operating metrics mean subscribers or customers excluding resellers.

Overview

In October 1998, UbiquiTel L.L.C., whose sole member was The Walter Group, entered into a management agreement with Sprint PCS for the exclusive rights to
market Sprint's 100% digital, 100% PCS products and services to the 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. In November 1999, UbiquiTel
L.L.C. assigned all of its material contracts including the rights to the Sprint PCS agreements to UbiquiTel Inc. On November 9, 1999, UbiquiTel Operating Company ("Operating Company")
was formed to serve as the operating company for UbiquiTel Inc. Also, on March 17, 2000, UbiquiTel Leasing Company was formed to serve as the leasing company for UbiquiTel Inc.
UbiquiTel Inc. assigned the Sprint PCS agreements to Operating Company following its formation. On December 28, 1999, we amended our management agreement with Sprint PCS to expand our
markets to include northern California, Spokane/Montana, southern Idaho/Utah/Nevada and southern Indiana/Kentucky, which together with Reno/Tahoe, contain approximately 7.7 million residents.
On February 21, 2001, in connection with our acquisition of VIA Wireless LLC, we amended our management agreement with Sprint PCS to expand our markets effective at the closing in
August 2001 to include 3.4 million additional residents from the six VIA Wireless BTAs including Bakersfield, Fresno, Merced, Modesto, Stockton and Visalia, California (also collectively
referred to as the central valley of California market). On August 13, 2001, upon the closing of the merger agreement, VIA Wireless became a wholly owned subsidiary of Operating Company and was
later merged into Operating Company in June 2003. On July 31, 2003, we amended our management agreement with Sprint PCS to eliminate the obligation to build out the state of Montana,
thereby reducing our licensed resident population in our markets to approximately 10.0 million.

As
of December 31, 2003, we had approximately 327,700 subscribers excluding resellers and approximately 22,700 reseller subscribers, for a total subscriber base of approximately
350,400. As of
December 31, 2003, our network covered approximately 7.8 million residents which represented approximately 78% of the licensed population in our markets.

From
our inception on September 29, 1999 through December 31, 2003, we have incurred losses of approximately $281.8 million. We expect to continue to incur net
losses through at least 2005. We are now generating positive cash flow from operating activities, as net cash provided by operating activities was approximately $14.5 million for the year ended
December 31, 2003. At December 31, 2003, we had

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approximately
$60.8 million of cash, cash equivalents and restricted cash, and an unused revolving line of credit of approximately $47.7 million which may be terminated as described
below under "Recent Development." We believe our cash, cash equivalents and net cash provided by operating activities will be sufficient to fund capital expenditures and service our debt
requirements.

Recent Development

We announced on February 13, 2004 that our operating subsidiary, Operating Company, has priced an offering of $270.0 million in aggregate principal
amount of its senior notes due 2011 in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended. If issued, UbiquiTel will fully and unconditionally guarantee
Operating Company's obligations under the senior notes due 2011. The senior notes will be issued at a price of 98.26% and pay interest semi-annually at an annual rate of 9.875%. Operating
Company intends to complete the offering on or about February 23, 2004. No assurance can be given as of the date of the filing of this Annual Report on Form 10-K that the
offering will be completed, and the completion of the offering is subject to customary conditions. If Operating Company completes the offering, the net proceeds will be used to repay and terminate our
senior secured credit facility, including the repayment of $230.0 million in outstanding borrowings plus accrued interest and termination of the $47.7 million revolving line of credit,
to redeem all of its outstanding 14% Series B senior discount notes due 2008 ($14.5 million outstanding principal amount) for approximately $12.5 million and to purchase
$16.0 million principal value of its outstanding 14% senior discount notes due 2010 for $15.2 million.

Significant Changes to our Sprint Agreements

As a PCS affiliate of Sprint, we do not own the licenses to operate our network and instead pay Sprint PCS for the use of its licenses. Under our management
agreement with Sprint PCS and for the period from our inception through October 31, 2003, Sprint PCS was entitled to receive 8.0% of 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. Effective November 1, 2003 and in accordance with the terms of the addendum
to the management agreement as discussed in "Item 1. BusinessSprint PCS Agreements," Sprint is entitled to receive 8.0% of billed revenue
less current period bad debts 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 and outbound non-Sprint PCS roaming billed to subscribers based in our markets. We are responsible for building, owning and managing the portion of the PCS network
located in our markets under the Sprint brand name. Our results of operations are dependent on Sprint PCS' network and, to a lesser extent, on the networks of other PCS affiliates of Sprint.

As
a PCS affiliate of Sprint, we purchase a full suite of support services from Sprint PCS. We have access to these services during the term of our management agreement unless Sprint PCS
provides us at least nine months' advance notice of its intention to terminate any particular significant service. If Sprint PCS terminates service, our operations may be interrupted or restricted.

In
November 2003, we entered into an addendum with Sprint PCS that modified several provisions of the management and services agreements that govern our relationship with Sprint
PCS. A summary of the key provisions in the addendum are noted below, and a summary of the management and services agreements, as most recently modified by this addendum, is provided in "Item 1.
BusinessSprint PCS Agreements."

Sprint
PCS consolidated several support services relating to billing, customer care, collections, network operations control center monitoring, national platform interconnectivity, voice
mail, directory

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assistance,
operator services and roaming clearinghouse services into one back office service referred to as Sprint CCPU service. We have agreed to continue to purchase the Sprint CCPU service from
Sprint PCS for the period November 2003 through December 2006 and pay a monthly rate of $7.70 per subscriber. We expect this reduction in Sprint CCPU services to provide an approximate
15% reduction from our 2003 cost structure. Beginning in 2007, the monthly rate for the next three years for Sprint CCPU service will be based on a to-be-determined percentage
of Sprint PCS' reported cash cost per user ("CCPU"). If we and Sprint PCS cannot agree to a new rate for any future three year period beyond 2006, we have the option to continue to purchase the Sprint
CCPU service and have an arbitrator determine the new rate or self provision or procure those services elsewhere.

Sprint
PCS consolidated several services relating to subscriber activations, credit verification and handset logistics into one service referred to as Sprint CPGA service. We have agreed
to continue to purchase the Sprint CPGA service from Sprint PCS for the period November 2003 through December 2006 at a monthly rate of 5.2% of Sprint PCS' most recently published cost
per gross addition ("CPGA"). Beginning in 2007, the monthly percentage rate for the next three years for Sprint CPGA service will be based on a to-be-determined percentage of
Sprint PCS' reported CPGA. If we and Sprint PCS cannot agree to a new rate for any future three year
period beyond 2006, we have the option to continue to purchase the Sprint CPGA service and have an arbitrator determine the new rate or self provision or procure those services elsewhere.

We
earn travel revenues when a Sprint PCS subscriber outside our markets travels onto our network. Similarly, we pay Sprint PCS when our subscribers use the Sprint PCS nationwide network
outside our markets. The Sprint PCS travel rate will continue to be $0.058 per minute of use plus the actual long distance charges incurred through December 2006. Beginning in 2007, the Sprint
PCS travel rate will change annually to equal 90% of Sprint PCS' retail yield from the prior year. Sprint PCS' retail yield is defined as Sprint PCS' average revenue per user for voice services
divided by the average minutes of use per month per user. We also earn travel revenues when a Sprint PCS subscriber outside our markets uses PCS Vision data services on our network and we pay Sprint
PCS when our subscribers use such services on the Sprint PCS nationwide network outside our markets. This roaming activity is settled on a per kilobit basis, and was set at $0.0020 per kilobit of use
through 2006 under the addendum to our management agreement. Beginning in 2007, the rate will be calculated based upon a predetermined formula specified in the management agreement.

We
earn reseller revenue when a reseller subscriber uses our PCS network in our markets. The reseller rate will be $0.058 per minute of use from November 2003 through
December 2006. Beginning in 2007, the Sprint PCS reseller rate will change annually to equal 90% of Sprint PCS' retail yield from the prior year. Sprint PCS' retail yield is defined as Sprint
PCS' average revenue per user for voice services divided by the average minutes of use per month per user.

We
have the right to be offered through December 2006 any future changes that Sprint PCS may offer to another Sprint PCS affiliate of similar size (defined as having at least
3.0 million covered POPs). If exercised, we must accept all changes to the management and services agreements of the other affiliate.

Under
certain conditions, we are provided protective rights to decline to implement future program requirement changes that could be imposed by Sprint PCS and adversely affect our
business. A program requirement change can generally alter certain operating parameters of our business to coincide with changes that are being made by Sprint PCS nationally and could affect our
revenues, expenses and/or capital expenditures.

In
September 2003, we recorded a one-time adjustment to reduce operating expenses by approximately $3.2 million relating to the resolution of more than
$7.5 million of previously disputed charges with Sprint PCS for which we had fully reserved the amounts under dispute. The adjustment reduced cost of service and operations expense by
approximately $3.2 million and we paid Sprint PCS

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approximately
$4.3 million in conjunction with other previously disputed charges in November 2003. In addition, in the fourth quarter, we recorded a $1.3 million adjustment to
reduce operating expenses when we transitioned from the "collected revenue" to the "billed revenue" method for reconciling amounts due to the Company for accounts receivable.

Critical Accounting Policies and Estimates

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:



We recognize revenues when services have been rendered or products have been delivered, the price to the buyer is fixed and determinable, and collectibility is
reasonably assured. We account for rebates, discounts and other sales incentives as a reduction to revenue. Service revenues include subscriber revenues, reseller revenues, Sprint PCS travel revenues
and non-Sprint PCS roaming revenues. Equipment revenues include sales of handsets and accessories. Subscriber revenues consist of monthly recurring service charges for voice and third
generation data ("3G data") services and monthly non-recurring charges for local, long distance, travel and roaming airtime usage and 3G data usage in excess of the
pre-subscribed usage plan received from our subscribers, cancellation and late fee revenues and surcharges, less reductions for billing adjustments and credits. Our revenue recognition
policies are consistent with the guidance in Emerging Issues Task Force ("EITF") Issue No. 00-21, "Accounting for Revenue Arrangements with Multiple Deliverables" ("EITF
00-21"), and Staff Accounting Bulletin No. 104, "Revenue Recognition."

We
recognize service revenue from our subscribers as they use the service. We pro-rate access revenue over the billing period and record airtime usage in excess of the
pre-subscribed usage plan. Our subscribers pay an activation fee to us when they initiate service. Prior to the adoption of EITF 00-21 on July 1, 2003, we deferred all
activation fee revenue and direct customer activation costs on a straight-line basis over the average
life of our subscribers, which was estimated to be 30 months. Direct customer activation costs in excess of activation fee revenue were recognized immediately. For the years ended
December 31, 2003, 2002 and 2001, we recognized approximately $4.9 million, $3.0 million and $0.6 million, respectively, of activation fee revenue. We have deferred
approximately $5.9 million and $6.4 million of activation fee revenue and related costs as of December 31, 2003 and 2002, respectively, to future periods. We have determined that
the sale of wireless services through our direct sales channels with an accompanying handset constitutes a revenue arrangement with multiple deliverables. Upon adoption of EITF 00-21, we
discontinued deferring non-refundable, up-front activation fees and associated costs for our direct sales channels. Additionally, direct sales channel activation fees are now
included in equipment revenues rather than service revenues in the consolidated statement of operations to the extent that the aggregate activation fee and handset proceeds received from a subscriber
do not exceed the fair value of the handset sold. Approximately $1.1 million of activation fees were included in equipment revenues during the period from July 1, 2003 through
December 31, 2003.

We
record Sprint PCS travel revenue on a per minute rate for voice services and on a per kilobit rate for data services when Sprint PCS subscribers based outside our markets use our
network. We record non-Sprint PCS roaming revenue when non-Sprint PCS subscribers use our network. During the second quarter of 2003, we initiated the reseller program with
Virgin Mobile. We record reseller revenue when reseller subscribers use our network.

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Equipment
revenue consists of proceeds from sales of handsets and accessories which are recorded at the time of sale. Revenues from sales of handsets and accessories represent a separate
earnings process from service revenues because sales of handsets and accessories do not require customers to subscribe to wireless services. Beginning July 1, 2003, equipment revenue also
includes an allocation of the arrangement consideration from activation revenue received as part of revenue arrangements with multiple deliverables.

We
participate in the Sprint national and regional distribution programs in which national retailers such as RadioShack, Best Buy and Costco sell Sprint PCS products and services. In
order to facilitate the sale of Sprint PCS products and services, national retailers purchase wireless handsets from Sprint for resale and receive compensation from Sprint for Sprint PCS products and
services sold. For industry competitive reasons, Sprint subsidizes the price of these handsets by selling the handsets at a price below cost. Under our Sprint PCS agreements, when a national retailer
sells a handset purchased from Sprint to a subscriber in our markets, we are obligated to reimburse Sprint for the handset subsidy. We do not receive any revenues from sales of handsets and
accessories by national retailers. For a new subscriber activation and a handset upgrade to an existing subscriber, we include these handset subsidy charges in cost of products sold in the
consolidated statements of operations.



We place substantial reliance on the timeliness, accuracy and sufficiency of certain revenue, accounts receivable and cost data provided by Sprint which we use in
the preparation of our financial statements and financial disclosures. The data provided by Sprint is the primary source for our recognition of service revenue and a significant portion of our selling
and marketing and cost of service and operations expenses. At times, we have been invoiced by Sprint for charges that we believed to be contractually incorrect. We review all charges from Sprint and
dispute charges if appropriate based upon our interpretation of our agreements with Sprint PCS. When Sprint does not timely notify us of charges that we have incurred or when we are invoiced for
charges that we believe to be incorrect, we record estimates primarily based on our historical trends and our estimate of the amount which we believe we will remit to Sprint after the disputed item or
items have been settled.



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, or ASL, to control credit exposure. Account
spending limits range from $125 to $250 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 $250 that
could be credited against future billings. During the period from May 2001 to February 2002, the deposit requirement was eliminated on all credit classes. We re-implemented
deposit requirements for all new sub-prime subscribers on Sprint PCS' Clear Pay program in late February 2002. If these estimates are insufficient for any reason, our operating
income and available cash would be reduced.

Reserve for Obsolete/Excess InventoryWe record a reserve for obsolete or excess handset and accessories inventory for models
and accessories that are no longer manufactured, for defective models and accessories that have been returned by customers and for second generation handsets and accessories. With the migration to the
third generation 1xRTT network in the third quarter of 2002, we have discontinued purchasing second generation handsets and accessories. If the estimate of obsolete inventory is understated, our
operating income would be reduced.

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Effective January 1, 2002, we adopted Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets" ("SFAS No. 144"), and SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142"). SFAS No. 144 requires that
long-lived assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability is assessed
based on the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the undiscounted cash flows is less than the carrying value of the asset, an
impairment loss is recognized. Any impairment loss, if indicated, is measured as the amount by which the carrying amount of the asset exceeds the fair value of the asset. SFAS No. 142 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, and that
annual tests for impairment of goodwill and intangible assets that have indefinite useful lives be performed. SFAS No. 142 also requires interim tests when an event has occurred that more
likely than not has reduced the fair value of such assets. We assess on an annual basis the fair values of the reporting unit housing the goodwill and intangibles and, when necessary, assess on an
annual basis for any impairment. Any write-offs would result in a charge to earnings and a reduction in equity in the period taken. As of October 31, 2003, we completed our annual
impairment review and determined that no impairment charge was required.

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 operated and the California PCS licenses subsequently sold to VoiceStream Wireless. Intangible assets are amortized over their respective useful life. If there were a reduction in useful
lives, our operating income would be reduced. For the subscriber base, a useful life of 20 months was assigned effective April 1, 2002. For the period from the date of acquisition
(August 13, 2001) to March 31, 2002, the subscriber base was amortized using a useful life of 36 months. As of March 31, 2003, the VIA Wireless subscriber base was fully
amortized. VIA Wireless' Sprint PCS management agreement will be amortized over its estimated useful life of 18 years. In April 2000, we acquired the Spokane, Washington market from
Sprint PCS. Included in the asset valuation for this purchase was the Sprint PCS customer base for this market. For the subscriber base, a useful life of 33 months was assigned effective
April 1, 2002. For the period from the date of acquisition in April 2000 to March 31, 2002, the subscriber base was amortized using a useful life of 60 months. As of
December 31, 2002, the Spokane market subscriber base was fully amortized.



As part of the process of preparing our consolidated financial statements, we are required to estimate our taxes in each of the jurisdictions of operation. This
process involves management estimating the actual current tax expense together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes in
accordance with the provisions of SFAS No. 109, "Accounting for Income Taxes". These differences result in deferred tax assets and liabilities, which are included within the consolidated
balance sheets. We then must assess the likelihood that the deferred tax assets will be recovered from future taxable income and, to the extent recovery is not likely, we must establish a valuation
allowance. Future taxable income depends on the ability to generate income in excess of allowable deductions. To the extent we establish a valuation allowance or increase this allowance in a period,
an expense is recorded within the tax provision in the consolidated statement of operations. Significant management judgment is required in determining our provision for

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income
taxes, deferred tax assets and liabilities and any valuation allowance recorded against net deferred tax assets. In the event that actual results differ from these estimates or we adjust these
estimates in future periods, we may need to establish a valuation allowance that could materially impact our financial condition and results of operations.

Recent Accounting Pronouncements

In May 2003, the Financial Accounting Standards Board ("FASB") issued SFAS No. 150, "Accounting for Certain Financial Instruments with
Characteristics of Both Liabilities and Equity" ("SFAS No. 150"). The Statement establishes standards for how certain financial instruments with characteristics of both liabilities and equity
must be classified and measured. SFAS No. 150 requires that a financial instrument that is within its scope be classified as a liability, or an asset in some circumstances. Many of those
instruments were previously classified as equity. This Statement is effective for financial instruments entered into or modified after May 31, 2003, and otherwise is effective at the beginning
of the first interim period beginning after June 15, 2003, excluding mandatorily redeemable non-controlling interests associated with finite-lived subsidiaries, for which the
accounting provisions of this Statement have been deferred indefinitely pursuant to FASB Staff Position 150-3. We have determined that we currently have no instruments within the scope of
this Statement.

In
April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities" ("SFAS No. 149"). SFAS No. 149
amends and clarifies the accounting guidance on derivative instruments (including certain derivative instruments embedded in other contracts) and hedging activities that fall within the scope of SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 149 also amends certain other existing pronouncements, which will result in more consistent reporting of
contracts that are derivatives in their entirety or that contain embedded derivatives that warrant separate accounting. This Statement is effective for contracts
entered into or modified after June 30, 2003, with certain exceptions, and for hedging relationships designated after June 30, 2003. We do not have any contracts that are derivatives or
that contain embedded derivatives.

In
November 2002, the EITF issued EITF Issue No. 02-16, "Accounting by a Customer (Including a Reseller) for Certain Consideration Received from a Vendor"
("EITF 02-16"). Among other items, EITF 02-16 requires that consideration received from a vendor be presumed to be a reduction of the cost of the vendor's products or services.
This presumption can be overcome if the consideration can be shown to represent either a payment for assets or services delivered to the vendor or a reimbursement of costs incurred by the reseller to
sell the vendor's products. This treatment is effective for arrangements entered into or modified on or after January 1, 2003. The adoption of EITF 02-16 did not have a material
impact on our financial position, results of operations or cash flows.

In
November 2002, the EITF issued EITF 00-21. EITF 00-21 addresses how to account for arrangements that may involve the delivery or performance of multiple
products, services and/or rights to use assets. Revenue arrangements with multiple deliverables are required to be divided into separate units of accounting if the deliverables in the arrangement meet
certain criteria. Arrangement consideration should be allocated among the separate units of accounting based on their relative fair values. EITF 00-21 is applicable to agreements entered
into in quarters beginning after June 15, 2003. We have determined that the sale of wireless services through our direct sales channels with an accompanying handset constitutes a revenue
arrangement with multiple deliverables. Upon adoption of EITF 00-21, we discontinued deferring non-refundable, up-front activation fees and associated costs for our
direct sales channels. Additionally, direct sales channel activation fees are now included in equipment revenue rather than service revenue in the consolidated statement of operations to the extent
that the aggregate activation fee and handset proceeds received from a subscriber do not exceed the fair value of the handset sold. We adopted this new pronouncement effective July 1, 2003 on a

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prospective
basis which did not have a material impact on our financial position, results of operations or cash flows.

In
June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations" ("SFAS No. 143"). This Statement requires entities to record the fair value
of a liability for an asset retirement obligation in the period in which it is incurred and capitalize that amount as part of the book value of the long-lived asset. Over time, the
liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles
the obligation for its recorded amount or incurs a gain or loss upon settlement. This Statement is effective for financial statements for fiscal years beginning after June 15, 2002. Our network
is primarily located on leased property and we have certain legal obligations, principally related to our tower leases, which fall within the scope of SFAS No. 143. These legal obligations
primarily include certain obligations to remediate leased land on which our tower assets are located. In addition to our tower leases, we have leases related to switch site, retail and administrative
locations subject to the provisions of SFAS No.143. In 2003, we recorded an initial asset retirement
obligation of approximately $0.3 million, and capitalized the same amount by increasing the carrying cost of the related asset. Additionally, for the year ended December 31, 2003,
approximately $0.1 million of accretion expense was recorded to increase the asset retirement obligation to its present value, and the capitalized costs were depreciated by approximately
$0.1 million.

Results of Operations

We provide certain financial measures that are calculated in accordance with accounting principles generally accepted in the United States (GAAP) and adjustments
to GAAP (non-GAAP) to assess our financial performance. In addition, we use certain non-financial terms that are not measures of financial performance under GAAP. Terms such as
customer additions and churn are terms used in the wireless communications industry. The non-GAAP financial measures of average revenue per user, cash cost per user and cost per gross
addition reflect standard measures of liquidity, profitability or performance. The non-financial terms and the non-GAAP measures reflect wireless communications industry
conventions and are commonly used by the investment community for comparability purposes. The non-GAAP measures included in this report are reconciled below in "Liquidity and
Capital ResourcesReconciliation of non-GAAP financial measures."

Analysis of the years ended December 31, 2003 and 2002



As of December 31, 2003, we provided personal communications services to approximately 327,700 customers, an increase of approximately 70,700 from
December 31, 2002. During 2002, we added 78,200 net new subscribers. The decrease in net subscribers added was primarily attributable to lower sales due to the intense competition from other
national wireless telecommunications companies and tighter credit policies implemented in late February 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 period. 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 year ended December 31, 2003 was approximately 3.2% compared to approximately 4.2% for the year
ended December 31, 2002. The decrease in churn was primarily the result of tighter credit policies and the subsequent improvement in the credit quality of the overall customer base resulting in
less service being discontinued involuntarily. At December 31, 2003, the overall mix of our customer base was 74%

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prime, 19% sub-prime with deposits and 7% sub-prime without deposits. At December 31, 2002, the overall mix of our customer base was 71% prime, 15% sub-prime
with deposits and 14% sub-prime without deposits. We expect involuntary churn to continue to decline at a slower rate with continued improvement in the quality of our customer base,
however, voluntary churn is expected to increase due to the availability of wireless number portability in all of our markets starting in May 2004.



Average revenue per user (ARPU) summarizes the average monthly service revenue per customer, excluding roaming and reseller revenue. ARPU is computed by dividing
subscriber revenue by the average subscribers for the period. During the years ended December 31, 2003 and 2002, our ARPU was approximately $57 and $58, respectively. The decrease in ARPU
primarily resulted from a decrease in overage charges attributable to a higher mix of customers on larger anytime minutes rate plans and lower cancellation fees resulting from lower customer churn. We
expect ARPU to continue to decline marginally as billing for minutes over plan continues to decrease. This reduction will be partially offset by the continued increase in data revenue.



Cash cost per user summarizes the average monthly cash costs to provide digital wireless mobility communications services per customer. CCPU is computed by
dividing the sum of cost of service and operations and general and administrative expenses by the average subscribers for the period. During the years ended December 31, 2003 and 2002, our CCPU
was approximately $44 and $62, respectively. The decrease in CCPU primarily resulted from decreases in network operating, Sprint PCS travel and bad debt expense on a per subscriber basis, and an
approximate $1 credit per subscriber from a one-time adjustment of $3.2 million relating to the resolution of disputed charges with Sprint PCS that was recorded during the third
quarter of 2003. The decrease in network operating expense reflects the continuing benefits of scale resulting from the increase in the subscriber base, a reduction in interconnection rates, and the
resolution of disputed charges with Sprint PCS. The decrease in Sprint PCS travel expense was primarily due to the reduction in the reciprocal roaming rate with Sprint PCS from $0.10 per minute during
2002 to $0.058 per minute effective January 1, 2003. The decrease in bad debt expense was primarily attributable to the resolution of disputed charges with Sprint PCS, the improvement in the
credit quality of our subscriber base, tighter credit policies, the re-instatement of deposits in late February 2002 and lower amounts of customer
write-offs. We expect continued improvement in CCPU as future net additions enable us to spread fixed charges over a larger subscriber base.



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 products sold, and reducing that amount by the equipment revenue recorded. The net result of these components is then divided by the gross customers acquired
during the period. CPGA was approximately $450 for the year ended December 31, 2003 which is comparable to approximately $444 for the year ended December 31, 2002. We believe that CPGA
will remain at approximately current levels in the near-term due to significant competition coupled with our commitment to quality subscriber additions.



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The cost of products sold includes the costs of handsets and accessories and totaled approximately $40.2 million and $36.5 million during the years
ended December 31, 2003 and 2002, respectively. The cost of handsets generally exceeds the sales price because we subsidize the cost of handsets to subscribers, consistent with industry
practice. The increase in cost of products sold was primarily attributable to higher handset upgrade costs partially offset by the decrease in gross additions during the year ended December 31,
2003 as compared to the year ended December 31, 2002. Handset subsidies on units sold by third parties totaled approximately $15.5 million and $10.8 million for the years ended
December 31, 2003 and 2002, respectively.



Selling and marketing expenses relate to our distribution channels, sales representatives, sales support personnel, retail stores, advertising programs and
commissions. We incurred selling and marketing expenses of approximately $53.7 million and $54.7 million during the years ended December 31, 2003 and 2002, respectively. The
decrease in selling and marketing expenses was primarily attributable to $4.5 million in lower advertising costs, offset by an increase in activation expenses partially attributable to the
adoption of EITF 00-21 in July 2003.



We incurred general and administrative expenses (excluding non-cash compensation expenses) totaling approximately $31.6 million and
$26.4 million during the years ended December 31, 2003 and 2002, respectively. General and administrative expenses included approximately $16.6 million and $11.0 million of
management fee expense paid to Sprint PCS during the years ended December 31, 2003 and 2002, respectively. The increase in general and administrative expenses was primarily due to the increase
in management fee expense resulting from the increase in our subscriber base, offset by other expense savings of approximately $0.4 million.



During the years ended December 31, 2003 and 2002, non-cash compensation for general and administrative matters totaled approximately
$0.2 million and $0.4 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, amortization and accretion expense for the years ended December 31, 2003 and 2002 totaled approximately $46.9 million and
$51.6 million, respectively. We depreciate our property and equipment using the straight-line method over four to 10 years. A building acquired as part of the VIA Wireless
acquisition is being depreciated using the straight-line method over 30 years. Amortization of intangible assets with finite useful lives is over 20 months to
18 years. Accretion expense increases the asset retirement obligation associated with our tower leases, switch site and retail and administrative locations to its present value. The decrease in
depreciation, amortization and accretion expense was primarily due to an approximate $10.1 million decrease in amortization expense attributable to the Spokane market and VIA Wireless
subscriber bases, which were fully amortized as of December 31, 2002 and March 31, 2003, respectively, partially offset by the impact of accelerated depreciation of our existing minicell
base stations totaling $1.6 million and increases in depreciation expense primarily

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resulting
from network equipment additions during 2003. We expect additional accelerated depreciation expense of approximately $5.0 million in 2004 and approximately $0.7 million in 2005
related to the reduction of the estimated useful lives of certain minicell base stations.



For the years ended December 31, 2003 and 2002, interest income was approximately $0.6 million and $1.6 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 year ended December 31, 2003 than during the year ended December 31, 2002.



Interest expense totaled approximately $31.2 million during the year ended December 31, 2003. We accrue interest at a rate of 14% per annum on our
senior subordinated discount notes due 2010 and 14% per annum on our Series B senior discount notes due 2008. Interest on our senior secured credit facility was accrued at the London interbank
offered rate based on contracts ranging from 30 to 180 days. During the year ended December 31, 2002, interest expense was approximately $46.0 million. The decrease in interest
expense was primarily due to lower debt levels during the year ended December 31, 2003 than during the year ended December 31, 2002 as a result of the
debt-for-debt exchange offer consummated in February 2003 and the open
market purchases of 14% senior subordinated discount notes during the second quarter of 2003, partially offset by the interest expense attributable to the Series B senior discount notes issued
in February 2003 and during the second quarter of 2003.

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



In February 2003, we consummated our private placement exchange of $48.2 million aggregate principal amount of our new 14% senior discount notes due
2010 ("14% Senior Notes") and $9.6 million in cash for $192.7 million aggregate principal amount of our outstanding 14% senior subordinated discount notes due 2010 ("14% Subordinated
Notes"). Additionally, we consummated a related new financing, in a private placement offering, of $12.8 million aggregate principal amount of 14% Series B senior discount notes due 2008
("14% Series B Senior Notes") in which we received cash proceeds of $9.6 million to fund the cash portion of the exchange. Under the new financing, UbiquiTel issued detachable warrants
to purchase up to approximately 9.6 million shares of its common stock at an exercise price of $0.01 per share. We wrote off approximately $2.9 million in deferred financing fees related
to the original issuance of the 14% Subordinated Notes and we incurred estimated fees and expenses of approximately $3.7 million in connection with the issuance of the 14% Senior Notes, which
reduced the gain resulting from the exchange offer, and we incurred estimated expenses of approximately $0.3 million in connection with the issuance of the 14% Series B Senior Notes.

We
followed the provisions of SFAS No. 15, "Accounting by Debtors and Creditors for Troubled Debt Restructurings" ("SFAS No. 15"), and EITF Issue
No. 02-04, "Determining Whether a Debtor's Modification or Exchange of Debt Instruments Is Within the Scope of FASB Statement 15" ("EITF 02-04"), in recording the
private placement exchange transaction. These provisions require that the carrying value of the 14% Senior Notes be recorded at the total future cash payments (principal and interest) specified by the
14% Senior Notes; therefore, the 14% Senior Notes were classified on our balance sheet as long-term liabilities and were valued at $81.9 million on the transaction date. As a
result, no interest expense related to the 14% Senior Notes will be recognized in future periods. The

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following
table presents the gain recognized in the private placement exchange transaction in 2003 (in thousands, except per share data):

|Principal amount of 14% subordinated notes exchanged               |  | $ | 192,720 |   | 
|------------------------------------------------------------------ |  | - | ------- | - | 
|Unamortized discount on 14% subordinated notes                     |  |   | (48,214 | ) | 
|Unamortized discount for detachable warrants                       |  |   | (7,306  | ) | 
|Unamortized deferred financing costs                               |  |   | (2,859  | ) | 
|                                                                   |  |   |         |  
|Carrying value of debt exchanged                                   |  |   | 134,341 |   | 
|Maximum future cash principal payments for 14% senior notes issued |  |   | (48,180 | ) | 
|Maximum future cash interest payments for 14% senior notes issued  |  |   | (33,726 | ) | 
|Cash payments for amount of debt exchanged                         |  |   | (9,636  | ) | 
|Direct expenses of exchange transaction                            |  |   | (3,674  | ) | 
|                                                                   |  |   |         |  
|Aggregate gain from exchange transaction                           |  | $ | 39,125  |   | 
|                                                                   |  |   |         |  
|Aggregate gain per shareBasic and Diluted                         |  | $ | 0.45    |   | 
|                                                                   |  |   |         |  

In
a series of transactions during 2003, we received cash proceeds of approximately $1.3 million, of which $1.1 million was used to fund open market purchases of
$6.9 million aggregate principal amount ($5.3 million aggregate accreted value) of outstanding 14% Subordinated Notes, and we issued approximately $1.7 million aggregate principal
amount of additional 14% Series B Senior Notes. Under these private placement sales, we issued detachable warrants to purchase up to approximately 1.3 million shares of common stock at
an exercise price of $0.01 per share. We wrote off approximately $0.1 million in deferred financing fees and $0.3 million in unamortized debt discount for detachable warrants related to
the original issuance of the 14% Subordinated Notes, which reduced the gain resulting from the open market purchases. We recorded a gain of approximately $3.9 million related to the open market
purchases during the second quarter of 2003.



For the year ended December 31, 2003, we recognized income tax expense of $0.8 million, and for the year ended December 31, 2002, we
recognized an income tax benefit of approximately $11.9 million. Income tax expense for 2003 is comprised primarily of deferred income taxes that resulted from an expected income tax deduction
for amortization of goodwill, which is not amortizable to expense for financial reporting purposes. Approximately $8.8 million of the tax benefit recorded during the year
ended December 31, 2002 was due to a federal income tax refund of which $8.6 million was received in 2003. The refund was the result of carrying back 2002 net operating losses from our
former wholly owned subsidiary, VIA Holding Inc. (which was merged into Operating Company in the second quarter of 2003), to realize a federal income tax refund for taxes that had been
previously paid by VIA Holding's predecessor, an acquired VIA Wireless member company. The remaining $3.1 million tax benefit recorded during the year ended December 31, 2002 was due to
consolidated net operating loss carryforwards that reduced the net deferred tax liability on our consolidated balance sheet.



For the years ended December 31, 2003 and 2002, our net loss was approximately $8.1 million and $117.4 million, respectively. The decrease in
net loss was primarily due to the increase in revenues resulting from the increase in our subscriber base, the decrease in bad debt expense resulting from the improvement in the credit quality of the
subscriber base, the decrease in interest expense resulting from the debt restructuring and the gain on debt retirements.

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Analysis of the years ended December 31, 2002 and 2001

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



As of December 31, 2002, we provided personal communications services to approximately 257,000 customers, an increase of approximately 78,200 from
December 31, 2001. During 2001, we added 112,000 new subscribers, exclusive of approximately 50,500 customers acquired from VIA Wireless in August 2001. The decrease in net subscribers
acquired was attributable to slowing demand for digital wireless services from new subscribers, high customer churn and tighter credit policies.



Churn for the year ended December 31, 2002 was approximately 4.2% compared to 3.3% for the year ended December 31, 2001. The increase in churn was
primarily the result of an increase in the amount of former VIA Wireless and no-deposit account spending limit customers whose service was involuntarily discontinued during the year ended
December 31, 2002 as compared to December 31, 2001.



During the years ended December 31, 2002 and 2001, our ARPU was approximately $58 and $59, respectively. The decrease in ARPU was primarily due to
customers acquired from VIA Wireless in August 2001 who incurred billed air overages and whose service was involuntarily discontinued during 2002.



During the years ended December 31, 2002 and 2001, our CCPU was approximately $62 and $93, respectively. The decrease in CCPU primarily resulted from
decreases in network operating and Sprint PCS travel expense on a per subscriber basis. The decrease in network operating expense reflected the continuing benefits of scale resulting from the increase
in the subscriber base. The decrease in Sprint PCS travel expense was primarily due to the reductions in the reciprocal roaming rate with Sprint PCS as described below under
"RevenuesSprint PCS Travel Revenue."



CPGA was approximately $444 for the year ended December 31, 2002 compared to approximately $400 for the year ended December 31, 2001. The increase
in CPGA primarily resulted from an increase in handset subsidies and handset upgrade costs and an increase in our commission payments for prime credit class customers that were recorded during the
year ended December 31, 2002 as compared to the year ended December 31, 2001, offset by an increase in gross additions for the year ended December 31, 2002 as compared to
December 31, 2001, which reduced fixed costs on a per add basis.



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The cost of products sold totaled approximately $36.5 million and $25.6 million during the years ended December 31, 2002 and 2001,
respectively. The increase in cost of products sold was primarily attributable to the increase in gross sales and inventory reserves that were recorded during 2002. Handset subsidies on units sold by
third parties totaled approximately $10.8 million and $7.2 million for the years ended December 31, 2002 and 2001, respectively.



Selling and marketing expenses totaled approximately $54.7 million and $39.1 million during the years ended December 31, 2002 and 2001,
respectively. The increase in selling and marketing expenses was primarily attributable to an increase in gross customer additions.



We incurred general and administrative expenses (excluding non-cash compensation expenses) totaling approximately $26.4 million and
$15.6 million during the years ended December 31, 2002 and 2001, respectively. General and administrative expenses included approximately $11.0 million and $4.1 million of
management fee expense paid to Sprint PCS during the years ended December 31, 2002 and 2001, respectively. The increase in general and administrative expenses was primarily due to the increase
in management fee expense resulting from the increase in our subscriber base and to the increase in compensation and benefits related to the growth in the number of our employees.



During the years ended December 31, 2002 and 2001, non-cash compensation for general and administrative matters totaled approximately
$0.4 million and $0.4 million, respectively.



Depreciation and amortization expense for the years ended December 31, 2002 and 2001 totaled approximately $51.6 million and $24.3 million,
respectively. The increase in depreciation and

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amortization
expense was primarily due to a full year of expense for the assets acquired from VIA Wireless and the majority of network assets that were placed into service during the first half of
2001.



For the years ended December 31, 2002 and 2001, interest income was approximately $1.6 million and $8.9 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 year ended December 31, 2002 than during the year ended December 31, 2001.



Interest expense totaled approximately $46.0 million during the year ended December 31, 2002. We accrued interest at a rate of 14% per annum on our
14% Subordinated Notes. Interest on our senior secured credit facility was accrued at the London interbank offered rate based on contracts ranging from 30 to 180 days. Interest expense also
included the amortized amount of deferred financing fees relating to our senior secured credit facility and 14% Subordinated Notes. During the year ended December 31, 2001, interest expense was
approximately $39.0 million. The increase in interest expense was primarily due to higher debt levels during the year ended December 31, 2002 than during the year ended
December 31, 2001 and an increase in amortization of deferred financing fees.



For the year ended December 31, 2002, we recognized an income tax benefit of approximately $11.9 million, and for the year ended December 31,
2001 we recognized an income tax expense of approximately $0.2 million. Approximately $8.8 million of the tax benefit recorded during the year ended December 31, 2002 was the
result of our ability to carry back 2002 net operating losses from our wholly owned VIA Holding subsidiary to realize a federal income tax refund for taxes that had been previously paid by one of the
acquired VIA Wireless member companies. The remaining $3.1 million tax benefit that was recorded during the year ended December 31, 2002 was due to consolidating net operating loss
carryforwards that have reduced the net deferred tax liability on our consolidated balance sheet.



For the years ended December 31, 2002 and 2001, our net loss was approximately $117.4 million and $107.7 million, respectively. The increase
in net loss of $9.7 million resulted primarily from the items discussed above.

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. From inception through December 31, 2002, we
principally relied on the proceeds from equity and debt
financings, and to a lesser extent revenues, as our primary sources of capital. In 2003, we generated approximately $14.5 million of cash flow from operating activities.

Completion
of our PCS network has required substantial capital. Capital expenditures for the year ended December 31, 2003 totaled approximately $25.9 million. Although we
have essentially completed our network coverage build-out, our business could require additional capital expenditures of up to approximately $20 to $25 million annually for
maintenance, capacity enhancements and coverage improvements.

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As of December 31, 2003, we had approximately $60.8 million in cash, cash equivalents and restricted cash, working capital of approximately $40.7 million, and an
unused revolving line of credit under our senior secured credit facility of approximately $47.7 million.

On
February 26, 2003, we consummated three transactions that have reduced our total debt by approximately $146.7 million and annual cash interest requirements by
approximately $9.7 million in 2005 and approximately $19.3 million annually beginning in 2006, providing cumulative savings of approximately $243.0 million. We completed a private
placement exchange offer of $48.2 million aggregate principal amount of Operating Company's 14% Senior Notes and $9.6 million in cash for $192.7 million aggregate principal amount
of Operating Company's outstanding 14% Subordinated Notes, and we also completed in a private placement a related new financing of $12.8 million aggregate principal amount of Operating
Company's 14% Series B Senior Notes in which we received cash proceeds of $9.6 million to fund the cash portion of the exchange. We issued detachable warrants with the 14%
Series B Senior Notes to purchase approximately 9.6 million shares of UbiquiTel common stock at an exercise price of $0.01 per share. In connection with the exchange, we and the lenders
under our senior secured credit facility amended the credit facility to gain the lenders' consent to the exchange offer, which terms included a $15.0 million partial prepayment against our
outstanding principal balance of term loans and a $5.0 million reduction of the unused revolving line of credit effective as of the closing of the debt-for-debt exchange
on February 26, 2003. In a series of separate transactions during the second quarter of 2003, Operating Company received cash proceeds of approximately $1.3 million, of which
$1.1 million were used to fund open market purchases of $6.9 million aggregate principal amount ($5.3 million aggregate accreted value) of 14% Subordinated Notes, and we issued
approximately $1.7 million aggregate principal amount of additional 14% Series B Senior Notes. Under these private placement sales, UbiquiTel issued detachable warrants to purchase
approximately 1.3 million shares of its common stock at an exercise price of $0.01 per share.

We
may from time to time purchase outstanding 14% Subordinated Notes and 14% Senior Notes in the open market, in privately negotiated transactions or otherwise in accordance with our
debt agreements and applicable law.

As
of December 31, 2003, we had $230.0 million aggregate principal amount of outstanding term loans under our senior secured credit facility, including a term loan A of
$112.7 million and a term loan B of $117.3 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
0.75%, payable quarterly. Our obligations under the credit agreement are secured by all of our assets. The senior secured credit facility is subject to certain restrictive covenants. On
January 23, 2004, we reached an agreement with our senior lending group to amend the senior secured credit facility to eliminate certain "stage one" covenants, including minimum subscribers
effective as of December 31, 2003, minimum revenues and minimum adjusted cash balances (each as defined in the credit agreement), and to modify certain financial covenants and ratios and their
applicable measurement periods, including minimum consolidated EBITDA beginning in the first quarter of 2004, fixed charge coverage ratio beginning in the first quarter of 2005 and interest coverage
ratio beginning in the first quarter of 2004 (each as defined in the credit agreement), and leverage ratios, including consolidated indebtedness to consolidated EBITDA beginning in the first quarter
of 2004 and consolidated senior indebtedness to consolidated EBITDA beginning in the first quarter of 2004 (each as defined in the credit agreement), to reflect the impact of changes in the Company's
business. The Company also must comply with restrictive covenants and must achieve other financial ratios including consolidated indebtedness to adjusted consolidated EBITDA and consolidated senior
indebtedness to adjusted consolidated EBITDA beginning in the third quarter of 2002 (each as defined in the credit agreement), as well as complying with minimum network coverage levels and maximum
capital spending limits. Operating Company incurred financing fees of approximately $0.4 million in

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connection
with the amendment which are being amortized over the term of the credit facility. The Company presently is in compliance with all financial and operational covenants associated with the
senior secured credit facility.

The
availability of the $47.7 million revolving line of credit is subject to continued compliance with the restrictive covenants under the facility, including the timing of
availability for borrowing under the revolving line of credit, maintaining financial covenants and ratios and limiting annual capital expenditures. In conjunction with the closing of the facility in
March 2000, the increase of the facility in March 2001, an amendment executed in July 2002 and an amendment executed in February 2003 and the most recent amendment executed
in January 2004, Operating Company incurred financing fees of approximately $12.0 million which are being amortized over the term of the credit facility.

If
Operating Company completes the offering of $270.0 million aggregate principal amount of senior notes due 2011 described above under "Recent Development," the net
proceeds will be used to repay and terminate the senior secured credit facility, including the repayment of $230.0 million in outstanding borrowings plus accrued interest and termination of the
$47.7 million revolving line of credit, to redeem all of its outstanding 14% Series B Senior Notes ($14.5 million outstanding principal amount) for approximately
$12.5 million and to purchase $16.0 million principal value of its outstanding 14% senior discount notes due 2010 for $15.2 million.

The
14% Subordinated Notes, the 14% Senior Notes and the 14% Series B Senior Notes (if not redeemed as described in the preceding paragraph) will require cash payments of interest
of approximately $11.4 million on October 15, 2005 and $22.8 million annually beginning in 2006.

We
presently are in compliance with all financial and operational covenants associated with our senior secured credit facility, 14% Subordinated Notes, 14% Senior Notes and 14%
Series B Senior Notes.

In
the third quarter of 2003, we amended our management agreement with Sprint PCS to remove the build-out requirement for the state of Montana, thereby reducing projected
capital expenditures and operating expenses to launch that market by approximately $25.0 million. In the third quarter of 2003, Sprint PCS announced that it had entered into a reseller
agreement with Qwest Communications. This agreement allows Qwest to provide wireless voice and data services to new and existing customers in Qwest's service areas using Sprint PCS' network and the
networks of PCS affiliates of Sprint who overlap with Qwest's service areas, including portions of our markets in Washington, Idaho and Utah. We anticipate receiving incremental wholesale revenue at a
rate of $0.058 per minute from the approximately 30,000 to 40,000 Qwest subscribers in those portions of Qwest's service areas that overlap with our service areas who will transition to our network,
and from Qwest subscribers who travel into our markets. In the fourth quarter of 2003, we consummated the sale for approximately $11.3 million of 98 wireless communication tower sites owned by
us located in the central valley of California and leased back co-location space on the towers for our radio communications sites. We agreed to escrow an amount equal to 10% (approximately
$1.1 million as of December 31, 2003) of the purchase price for indemnification claims that may arise during a one-year period following the closing and that are resolved in
the purchaser's favor.

Management
expects cash and cash equivalents, combined with cash flow from operating activities, to be sufficient to meet capital expenditures needs and service debt requirements through
December 31, 2004 and into the foreseeable future. Due to a number of factors, including improving operating performance, the amendments to our Sprint PCS agreements, the elimination of the
Montana build-out requirement and the Qwest reseller arrangement described above, we expect to attain positive cash flow from operating activities less capital expenditures for the year
2004 and beyond.

While
management does not anticipate the need to raise additional capital to meet our operating or capital expenditure requirements in the foreseeable future, our funding status is
dependent on a

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number
of factors influencing projections of operating cash flows, including those related to gross new customer additions, customer turnover, revenues, marketing costs, bad debt expense and roaming
and reseller revenue. Management believes our financial position will be sufficient to meet the cash requirements of the business including capital expenditures, any operating losses, cash interest
and working capital needs. Should actual results differ significantly from these assumptions, our liquidity position could be adversely affected and we could be in a position that would require us to
raise additional capital which may not be available or may not be available on acceptable terms.



We are obligated to make future payments under various contracts we have entered into, including amounts pursuant to the senior secured credit facility;
noncancelable operating lease agreements for office space, retail stores, land for radio communications sites, leased space on radio communications sites and office equipment; capital leases; purchase
obligations; the building mortgage and other long-term liabilities; the 14% Subordinated Notes; the 14% Senior Notes; and the 14% Series B Senior Notes. The following table lists
our expected future minimum contractual cash obligations for the next five years and in the aggregate as of December 31, 2003 (dollars in thousands):

|                                                  |  |   |         | Payments due by year ending December 31, |   |       
|------------------------------------------------- |  | - | ------- | ---------------------------------------- | - | ------
|
|
|Senior secured credit facility(1)                 |  | $ | 230,000 |                                          | $ | 7,921 
|Operating leases(2)                               |  |   | 78,039  |                                          |   | 18,116
|Capital leases                                    |  |   | 81      |                                          |   | 81    
|Purchase obligations(3)                           |  |   | 12,934  |                                          |   | 2,750 
|Building mortgage and other long-term liabilities |  |   | 3,453   |                                          |   | 207   
|14% subordinated notes(1)                         |  |   | 100,380 |                                          |   |      
|14% senior notes(1)                               |  |   | 48,180  |                                          |   |      
|14% Series B senior notes(1)                      |  |   | 14,515  |                                          |   |      
|                                                  |  |   |         |                                          |   |       
|                                                  |  | $ | 487,582 |                                          | $ | 29,075
|                                                  |  |   |         |                                          |   |       

---

There
are provisions in the credit agreement for the senior secured credit facility and in each of the indentures governing the 14% Subordinated Notes, the 14% Senior Notes and the 14%
Series B Senior Notes that provide for an acceleration of repayment upon an event of default, as defined in the respective agreements.

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If
Operating Company completes the offering of senior notes due 2011 described above under "Recent Development," the amounts shown in the above table of contractual
obligations for the senior secured credit facility and the 14% Series B Senior Notes would be eliminated, and the columns captioned "Total" and "Thereafter" would each contain the amount of
$270.0 million for the senior notes due 2011 offered and sold by Operating Company in that offering. Furthermore, the amounts shown in the above table of contractual obligations for the 14%
Senior Notes would be reduced by $16.0 million and the columns captioned "Total" and "Thereafter" would each contain the amount of $32.2 million.



Net cash provided by operating activities was approximately $14.5 million for the year ended December 31, 2003, as compared to net cash used in
operating activities of approximately $38.8 million for the year ended December 31, 2002. The increase in cash provided by operating activities was primarily due to a lower operating
loss, the resolution of $3.2 million in disputed charges with Sprint PCS and the receipt of an $8.6 million federal income tax refund. Net cash used in operating activities was
approximately $38.8 million and $57.2 million for the years ended December 31, 2002 and 2001, respectively. Net cash used in operating activities for the periods was primarily
attributable to the operating loss being partly offset by non-cash items and cash sourced from working capital.

Net
cash used in investing activities was approximately $16.5 million and $40.2 million for the years ended December 31, 2003 and 2002, respectively. The decrease of
$23.7 million was primarily due to lower capital expenditures of $17.2 million for coverage expansion and 3G upgrades and the receipt of proceeds from the sale of 98 wireless
communication tower sites during the fourth quarter of 2003. Net cash used in investing activities was approximately $40.2 million for the year ended December 31, 2002 and net cash
provided by investing activities was approximately $3.0 million for the year ended December 31, 2001. For the year ended December 31, 2002, net cash used in investing activities
consisted of capital expenditures of approximately $43.2 million, offset by a reduction in restricted cash of approximately $2.8 million and cash received from the sale of equipment of
approximately $0.2 million. For the year ended December 31, 2001, in addition to capital expenditures of approximately $122.1 million, investing activities included acquisition
costs relating to the acquisition of VIA Wireless and a cash advance to, net of cash acquired from, VIA Wireless of approximately $24.7 million. Cash provided by investing activities included
$99.8 million released from restricted cash and $50.0 million in proceeds from the sale of VIA Wireless' California PCS licenses.

Net
cash used in financing activities was approximately $14.2 million for the year ended December 31, 2003, as compared to net cash provided by financing activities of
approximately $27.7 million for the year ended December 31, 2002. Our debt-for-debt exchange in February 2003 and issuance of 14% Series B Senior
Notes resulted in the incurrence of approximately $4.6 million in financing costs and a $15.0 million repayment under the senior secured credit facility. Partially offsetting these
transactions was the occurrence of a $5.7 million cash overdraft, which resulted from checks issued but not presented to banks as of December 31, 2003. Net cash provided by financing
activities was approximately $27.7 million and $31.2 million for the years ended December 31, 2002 and 2001, respectively. For the year ended December 31, 2002, net cash
provided by financing activities consisted primarily of $30.0 million in funding under the senior secured credit facility, offset by $1.2 million in capital lease and other
long-term liabilities payments and $1.2 million in deferred financing fees in connection with the July 2002 amendment to the senior secured credit facility. For the year
ended December 31, 2001, net cash provided by financing activities consisted primarily of $110.0 million in funding under the senior secured credit facility, offset by approximately
$75.5 million in long-term debt repayments. Debt repayments included payments made under our capital lease obligations, the pay down of the Rural Telephone Finance Cooperative
senior secured credit facility of VIA Wireless, and the pay down of the outstanding Federal Communications Commission notes for the

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California
PCS licenses assumed in the VIA Wireless acquisition. In addition, we incurred $2.8 million in deferred financing fees in connection with the increase in our senior secured credit
facility related to the VIA Wireless acquisition.



In addition to the risk factors included in "Item 1. Business," the following risk factors could materially and adversely affect our future operating results and
liquidity 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. If the current trend of slower net customer growth is more rapid than we
anticipate, it will lower the expected amount of positive cash flow from operating activities less capital expenditures, which in turn will have a negative effect on liquidity and capital resources.
For the year ended December 31, 2003, approximately $14.5 million of cash flow was provided by operating activities, primarily due to improved operating results and the receipt of an
$8.6 million federal income tax refund. Our business projections reflect continuing growth in our subscriber base and a reduction and eventual elimination of operating losses and negative cash
flows 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 cash used in the near term but provide greater cash flows in later periods. In addition, 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 cash needs in the near term but provide lower
cash flows in later periods.

We
place substantial reliance on the timeliness, accuracy and sufficiency of revenue and cost data and information generated by Sprint for the compilation of our financial statements and
other financial disclosures, including substantial portions of our revenues, expenses and accounts receivable. As part of our agreements, we outsource several functions to Sprint including billing,
customer care, national network operations support, inventory logistics support, long distance transport and national retailer sales support. The data provided by Sprint is the primary source for our
recognition of service revenue and a significant portion of our selling and marketing and cost of service and operations expenses. In certain cases, the data is provided at a level of detail that is
not adequate for us to verify for accuracy back to the originating source. We rely on Sprint to have designed adequate internal controls with respect to the processes established to provide this data.
Because of this reliance, we are dependent on Sprint to periodically evaluate the effectiveness of these controls and report any significant deficiencies and weaknesses in the design or operation of
these controls that could have a material impact on our financial statements and disclosures. Sprint provides an annual evaluation of these controls to us by engaging its independent auditors to
provide a "Report on Controls Placed in Operation and Tests of Operating Effectiveness for Affiliates" under guidance provided in Statement of Auditing Standards No. 70, or SAS 70. There can be
no assurance that the SAS 70 procedures will identify all weaknesses that might be material to us. Although we are not presently aware of any material errors affecting us, errors that are not
reconciled on a timely basis by Sprint could cause us to misstate our revenues or expenses and could result in out-of-period adjustments that may materially adversely affect
our financial results and could have a material adverse effect on our business, financial condition, results of operations and cash flows. Additionally, if we or any other PCS affiliate of Sprint find
significant errors in information provided by Sprint which causes a restatement of financial statements or otherwise affects us, investors and the investment community may lose confidence in us. In
late February 2003, iPCS, Inc., a PCS affiliate of Sprint, filed for bankruptcy protection under Chapter 11 of the federal bankruptcy code and concurrently brought an adversarial action
against Sprint alleging, among other things, that Sprint had failed to remit certain amounts owed to iPCS under its agreements with Sprint. Should Sprint fail to deliver timely, accurate and
sufficient information, this could lead to a greater

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degree
of uncertainty in our business and financial planning and may lead to adverse short-term decisions. The failure of Sprint to remit future amounts owing to PCS affiliates of Sprint,
including us, could lead to actions on the part of us or other PCS affiliates of Sprint to enforce rights under the Sprint agreements and other remedies available under applicable law. In addition, in
July 2003, US Unwired Inc., a PCS affiliate of Sprint, filed suit against Sprint alleging violations of the federal racketeering laws, breach of fiduciary duty and fraud arising out of
Sprint's dealings with the affiliate and its related entities, and in August 2003, Horizon PCS, Inc. and its affiliated entities, a PCS affiliate of Sprint, filed for bankruptcy
protection under Chapter 11 of the federal bankruptcy code and subsequently filed an adversarial action against Sprint alleging similar causes of action to those made by U.S. Unwired Inc.

The
FCC mandated that wireless carriers provide for wireless local number portability, or WLNP, by November 24, 2003. Local number portability allows subscribers to keep their
wireless phone number when switching to a different service provider. We anticipate number portability could increase churn, which could lower our revenues. We may be required to increase subsidies
for product upgrades and/or reduce pricing to match competitors' initiatives and retain customers, which could adversely impact our
revenue and profitability and our liquidity. WLNP had no material impact on our results for the year ended December 31, 2003.

Our
ability to borrow funds under our senior secured credit facility's $47.7 million revolving line of credit will be restricted unless our cash balance (as defined in the credit
facility) is less than $25.0 million at the time of borrowing and could be terminated due to our failure to maintain or comply with the restrictive financial and operating covenants contained
in the agreement governing the senior secured credit facility as described in Note 7 to the Consolidated Financial Statements. We presently are in compliance with all financial and operational
covenants associated with the senior secured credit facility. If we are unable to operate our business within the covenants specified in the senior secured credit facility, our ability to obtain
future amendments to the covenants in the senior secured credit facility is not guaranteed and our ability to make borrowings under the revolving line of credit required to operate our business could
be restricted or terminated. Such a restriction or termination would have a material adverse effect on our liquidity. If Operating Company completes the offering of senior notes due 2011 described
above under "Recent Development," a portion of the net proceeds will be used to repay and terminate the senior secured credit facility, including termination of the $47.7 million
revolving line of credit.

Variable
interest rates may increase substantially. At December 31, 2003, we had $230.0 million outstanding under our senior secured 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 5.0% for the year ended
December 31, 2003. If we do not complete the offering of senior notes due 2011 described above under "Recent Development," increases in a market interest rate for our senior
secured credit facility substantially above our estimates may result in unanticipated cash interest costs.

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



We utilize certain financial measures that are not calculated in accordance with accounting principles generally accepted in the United States, or GAAP, to assess
our financial performance. A non-GAAP financial measure is defined as a numerical measure of a company's financial performance that (a) excludes amounts, or is subject to
adjustments that have the effect of excluding amounts, that

78

---

are
included in the comparable measure calculated and presented in accordance with GAAP in the statement of income or statement of cash flows; or (b) includes amounts, or is subject to
adjustments that have the effect of including amounts, that are excluded from the comparable measure so calculated and presented. The non-GAAP financial measures discussed in
"Results of Operations" are average revenue per user (ARPU), cash cost per user (CCPU) and cost per gross addition (CPGA). Descriptions of these non-GAAP financial measures
are provided where the particular measures are discussed in "Results of OperationsAnalysis of the years ended December 31, 2003 and 2002," and the following tables
reconcile the non-GAAP financial measures with our consolidated financial statements presented in accordance with GAAP (excluding subscriber data).

Year Ended December 31,Average revenue per user (ARPU)2003

2002

2001Service revenue

$
261,061,000

$
212,474,000

$
84,702,000Less: Travel revenue


(48,701,000
)

(54,900,000
)

(31,600,000
)Less: Roaming revenue


(14,163,000
)

(6,400,000
)

(1,000,000
)Less: Reseller revenue


(564,000
)




Subscriber revenue(1)

$
197,633,000

$
151,174,000

$
52,102,000Average subscribers


290,070


217,579


72,953ARPU(1)

$
57

$
58

$
59


---

We
believe ARPU, which calculates the average monthly service revenue per customer, excluding roaming and reseller revenue, is a useful measure to assist in evaluating our past and
forecasting our future subscriber revenue. In addition, it provides a gauge to compare our subscriber revenue to that of other wireless communications providers, although other wireless communications
providers may include or exclude certain items from their calculations which may make the comparison less meaningful.

Year Ended December 31,Cash cost per user (CCPU)2003

2002

2001Cost of service and operations

$
120,443,000
(1)
$
136,367,000

$
65,433,000Add: General and administrative expenses


31,578,000


26,416,000


15,586,000Total cash costs

$
152,021,000

$
162,783,000

$
81,019,000Average subscribers


290,070


217,579


72,953CCPU

$
44

$
62

$
93


---

We
believe CCPU, which measures the average monthly cash costs to provide digital wireless mobility communications services per customer, is a useful measure used to compare our cash
cost of operations per customer to that of other wireless communications providers, although other wireless

79

---

communications
providers may include or exclude certain items from their calculations which may make the comparison less meaningful.

Year Ended December 31,Cost per gross addition (CPGA)2003

2002

2001Selling and marketing

$
53,681,000

$
54,711,000

$
39,119,000Add: Cost of products sold


40,247,000


36,531,000


25,620,000Less: Equipment revenue


(12,205,000
)

(8,331,000
)

(8,871,000
)Less: Selling and marketing adjustment








(93,000
)(1)CPGA costs

$
81,723,000

$
82,911,000

$
55,775,000Gross additions


181,800


186,745


139,538CPGA

$
450

$
444

$
400


---

We
believe CPGA, which measures the average cost to acquire new customers during the period, is a useful measure used to compare our average cost to acquire a new subscriber to that of
other wireless
communication providers, although other wireless communications providers may include or exclude certain items from their calculations which may make the comparison less meaningful.



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

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk

Market risk is the potential loss arising from adverse changes in market prices and rates, including interest rates. We have not entered into derivatives or other
financial instruments for trading, speculative or hedging purposes. If we complete the offering of senior notes due 2011 described under "Item 7. Management's Discussion and Analysis of Financial
Condition and Results of OperationsRecent Development," all of our interest rates will be fixed.

In
the normal course of business, our operations are exposed to interest rate risk on our senior secured credit facility and any future financing requirements. Our fixed rate debt
consisted primarily of the accreted carrying value of the 14% Subordinated Notes ($84.3 million at December 31, 2003) and the 14% Series B Senior Notes ($12.2 million at
December 31, 2003). Our 14% Senior Notes also have a fixed interest rate, but because we have followed the provisions of SFAS No. 15 and EITF 02-04, we will not recognize any
interest expense with respect to the 14% Senior Notes in future periods. These provisions require that the carrying value be recorded at the total future cash payments (principal and interest).
Therefore, these 14% Senior Notes are carried on our balance sheet as long-term liabilities

80

---

valued
at $81.9 million (see Note 7 to the Consolidated Financial Statements). Our variable rate debt consisted of borrowings made under the senior secured credit facility
($230.0 million at December 31, 2003).

Our
primary interest rate risk exposures relates to (i) the interest rate on long-term borrowings; (ii) our ability to refinance the 14% Subordinated Notes, the
14% Senior Notes and the 14% Series B Senior Notes at maturity at market rates, if needed; 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 based on our projected level of long-term indebtedness (dollars in thousands):

Years ending December 31,2004

2005

2006

2007

200814% subordinated notes

96,549

100,380

100,380

100,380

100,380Fixed interest rate

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









Senior secured credit facility

222,079

207,997

157,538

100,625

Variable interest rate(1)

5.5
%
6.3
%
7.0
%
7.2
%
7.2
%Principal payments

7,921

14,082

50,459

56,913

100,62514% senior notes(2)

48,180

48,180

48,180

48,180

48,180Fixed interest rate

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









14% Series B senior notes

13,961

14,515

14,515

14,515

Fixed interest rate

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









14,515


---

ITEM 8. Financial Statements and Supplementary Data

Reference is made to Item 15 for the financial statements meeting the requirements of Regulation S-X.

81

---

ITEM 9. Changes In and Disagreements With Accountants on Accounting and Financial Disclosure

On May 15, 2002, upon the recommendation of the audit committee of the board of directors of UbiquiTel, the board of directors approved the dismissal of
Arthur Andersen LLP ("Andersen") as our independent public accountants and the appointment of PricewaterhouseCoopers LLP ("PwC") to serve as our independent public accountants for the fiscal year
ending December 31, 2002. Andersen's reports on UbiquiTel's consolidated financial statements for the fiscal years ended December 31, 2001 and 2000 did not contain an adverse opinion or
disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

During
the fiscal years ended December 31, 2001 and 2000 and through the date of Andersen's dismissal as our independent public accountants on May 15, 2002, there were no
disagreements between Andersen and us on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to Andersen's
satisfaction, would have caused it to make reference to the subject matter in connection with its report on UbiquiTel's consolidated financial statements for such years. There were no reportable
events as listed in Item 304 (a)(1)(v) of Regulation S-K.

UbiquiTel
provided Andersen with a copy of the foregoing statements in May 2002 and filed as Exhibit 16 to its Current Report on Form 8-K dated
May 15, 2002 a copy of Andersen's letter, dated May 15, 2002, stating its agreement with such statements.

During
the fiscal years ended December 31, 2001 and 2000 and through the date of PwC's appointment as our independent public accountants on May 15, 2002, we did not consult
with PwC with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on UbiquiTel's
consolidated financial statements, or any other matters or reportable events listed in Items 304 (a)(2)(i) and (ii) of Regulation S-K.

ITEM 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of our disclosure controls and procedures (as defined in the Securities
Exchange Act of 1934 Rules 13a-15(e) and 15d-15(e)) as of December 31, 2003. Based on this evaluation, they have concluded that, as of December 31, 2003,
our disclosure controls and procedures are reasonably designed and effective to alert them on a timely basis to material information relating to us required to be included in our reports filed or
submitted under the Exchange Act.

We
place reliance on Sprint to adequately design its internal controls with respect to the processes established to provide financial information and other information to us and the
other PCS affiliates of Sprint. To address this issue, Sprint engages its independent auditors to perform a periodic evaluation of these controls and to provide a "Report on Controls Placed in
Operation and Tests of Operating Effectiveness for Affiliates" under guidance provided in Statement of Auditing Standards No. 70. This report is provided annually to us.

Changes in Internal Controls

There were no significant changes to our internal controls or, to our knowledge, in other factors that could significantly affect our internal controls, at the
date of our Chief Executive Officer's and Chief Financial Officer's last evaluation of our internal controls, including any corrective actions with regard to significant deficiencies and material
weaknesses.

82

---



PART III

ITEM 10. Directors and Executive Officers

Information concerning our directors is incorporated herein by reference to UbiquiTel's definitive proxy statement to be filed within 120 days of our
fiscal year end in connection with solicitation of proxies for our annual meeting of shareholders. For information concerning UbiquiTel's executive officers, see "Item 1.
BusinessExecutive Officers."

We
will provide to any person, without charge, a copy of our code of ethics applicable to our principal executive officer, principal financial officer and principal accounting officer or
controller on the written request of any such person addressed to Investor Relations at UbiquiTel Inc., One West Elm Street, Suite 400, Conshohocken, Pennsylvania 19428.

ITEM 11. Executive Compensation

The information required by this item is incorporated herein by reference to UbiquiTel's definitive proxy statement to be filed within 120 days of our
fiscal year end in connection with solicitation of proxies for our annual meeting of shareholders.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The information required by this item is incorporated herein by reference to UbiquiTel's definitive proxy statement to be filed within 120 days of our
fiscal year end in connection with solicitation of proxies for our annual meeting of shareholders.

ITEM 13. Certain Relationships and Related Transactions

The information required by this item is incorporated herein by reference to UbiquiTel's definitive proxy statement to be filed within 120 days of our
fiscal year end in connection with solicitation of proxies for our annual meeting of shareholders.

ITEM 14. Principal Accountant Fees and Services

The information required by this item is incorporated herein by reference to UbiquiTel's definitive proxy statement to be filed within 120 days of our
fiscal year end in connection with solicitation of proxies for our annual meeting of shareholders.

83

---

PART IV

ITEM 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

|UbiquiTel Inc. and SubsidiariesConsolidated Financial Statements                                    |  |    
|---------------------------------------------------------------------------------------------------- |  | ---
|Report of Independent Auditors                                                                       |  | F-2
|Report of Independent Accountants                                                                    |  | F-3
|Consolidated Balance Sheets as of December 31, 2003 and 2002                                         |  | F-4
|Consolidated Statements of Operations for the years ended December 31, 2003, 2002 and 2001           |  | F-5
|Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001           |  | F-6
|Consolidated Statements of Stockholders' Equity for the years ended December 31, 2003, 2002 and 2001 |  | F-8
|Notes to Consolidated Financial Statements                                                           |  | F-9



|Exhibit
Number |  | Description                                                                                                                                                                                                                                           
|-------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|*2.1           |  | Amended and Restated Merger Agreement dated as of April 18, 2001 by and among UbiquiTel Inc., UbiquiTel Operating Company, the Merger Subsidiaries of UbiquiTel Inc., VIA Wireless LLC, the Stockholders and the Controlling Evans Stockholders.
(2.1)
|**3.1          |  | Amended and Restated Certificate of Incorporation of UbiquiTel Inc. (3.1)                                                                                                                                                                             
|***3.2         |  | Amendment to Amended and Restated Certificate of Incorporation of UbiquiTel Inc. (3.2)                                                                                                                                                                
|**3.3          |  | Amended and Restated Bylaws of UbiquiTel Inc. (3.2)                                                                                                                                                                                                   
|**4.1          |  | Warrant Agreement dated as of April 11, 2000 between UbiquiTel Inc. and American Stock Transfer & Trust Company. (10.21)                                                                                                                              
|**4.2          |  | Warrant Registration Rights Agreement made as of April 11, 2000 by and among UbiquiTel Inc. and Donaldson, Lufkin & Jenrette Securities Corporation, Paribas Corporation and PNC Capital Markets, Inc. (10.23)                                        
|#4.3           |  | First Amendment, dated as of June 12, 2000, to Warrant Agreement dated as of April 11, 2000 between UbiquiTel Inc. and American Stock Transfer & Trust Company. (4.3)                                                                                 
|#4.4           |  | Warrant Agreement dated as of June 12, 2000 by and between UbiquiTel Inc. and Donaldson, Lufkin & Jenrette Securities Corporation. (4.4)                                                                                                              
|#4.5           |  | Registration Rights Agreement dated as of June 12, 2000 by and between UbiquiTel Inc. and Donaldson, Lufkin & Jenrette Securities Corporation. (4.5)                                                                                                  
|++4.6          |  | Form of Warrant dated February 26, 2003 issued to certain purchasers of 14% Senior Unsecured Discount Series B Notes due 2008. (4.6)                                                                                                                  
|               |  |                                                                                                                                                                                                                                                       

84

---

|++4.7    |  | Form of Warrant dated February 26, 2003 issued to certain purchasers of 14% Senior Unsecured Discount Series B Notes due 2008. (4.7)                                                                                                                                                           
|-------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|+++4.8   |  | Form of Registered 14% Senior Discount Note due 2010. (4.4)                                                                                                                                                                                                                                    
|**10.1  |  | Sprint PCS Management Agreement, as amended, dated as of October 15, 1998 by and between Sprint Spectrum, LP, WirelessCo, LP and UbiquiTel, LLC. (10.1)                                                                                                                                        
|**10.2  |  | Sprint PCS Services Agreement dated as of October 15, 1998 by and between Sprint Spectrum, LP and UbiquiTel, LLC. (10.2)                                                                                                                                                                       
|**10.3   |  | Sprint Trademark and Service Mark License Agreement dated as of October 15, 1998 by and between Sprint Communications Company, LP and UbiquiTel, LLC. (10.3)                                                                                                                                   
|**10.4   |  | Sprint Spectrum Trademark and Service Mark License Agreement dated as of October 15, 1998 by and between Sprint Spectrum, LP and UbiquiTel, LLC. (10.4)                                                                                                                                        
|##10.5   |  | Addendum VI dated February 22, 2001 to Sprint PCS Management Agreement by and between Sprint Spectrum, LP, Wireless Co., LP, and UbiquiTel Operating Company. (10.36)                                                                                                                          
|**10.6  |  | Asset Purchase Agreement dated as of December 28, 1999, as amended, by and between Sprint Spectrum, LP, Sprint Spectrum Equipment Company, LP, Sprint Spectrum Realty Company, LP, Cox Communications PCS, LP, Cox PCS Leasing Co., LP, Cox PCS Assets,
LLC and UbiquiTel Holdings, Inc. (10.5)
|**10.7   |  | Amended and Restated Consent and Agreement dated as of April 5, 2000 by and between Sprint Spectrum, LP, Sprint Communications Company, LP, WirelessCo, LP, Cox Communications PCS, LP, Cox PCS License, LLC and Paribas. (10.11)                                                              
|**10.8   |  | Amended and Restated Registration Rights Agreement made as of February 16, 2000 by and among UbiquiTel Holdings, Inc. and the shareholder signatories thereto. (10.7)                                                                                                                          
|**10.9   |  | Employment Agreement dated as of November 29, 1999 by and between UbiquiTel Holdings, Inc. and Donald A. Harris. (10.17)                                                                                                                                                                       
|**10.10  |  | Credit Agreement dated as of March 31, 2000 by and between UbiquiTel Inc., UbiquiTel Operating Company, the financial institutions party thereto from time to time and Paribas, as agent, for a $250,000,000 credit facility. (10.18)                                                          
|**10.11  |  | Indenture for UbiquiTel Operating Company's 14% Senior Subordinated Discount Notes Due 2010 dated as of April 11, 2000 between UbiquiTel Operating Company, UbiquiTel Inc. and American Stock Transfer & Trust Company, as trustee. (10.20)                                                    
|**10.12  |  | Registration Rights Agreement made as of April 11, 2000 by and among UbiquiTel Operating Company, UbiquiTel Inc. and Donaldson, Lufkin & Jenrette Securities Corporation, Paribas Corporation and PNC Capital Markets, Inc. (10.22)                                                            
|**10.13  |  | Note Guarantee of UbiquiTel Inc. (10.28)                                                                                                                                                                                                                                                       
|**10.14  |  | Guarantee of UbiquiTel Inc. (10.29)                                                                                                                                                                                                                                                            
|###10.15 |  | Escrow Agreement dated as of August 13, 2001 by and among UbiquiTel Inc., UbiquiTel Operating Company, First Union National Bank as Escrow Agent and the Indemnitor Parties named therein. (10.33)                                                                                             
|         |  |                                                                                                                                                                                                                                                                                                

85

---

|##10.16  |  | Second Amendment and Consent to Credit Agreement dated as of March 1, 2001 among UbiquiTel Inc., UbiquiTel Operating Company, the financial institutions party thereto from time to time, BNP Paribas as agent, General Electric Capital Corporation and
Fortis Capital Corp. (10.35)                          
|-------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|##10.17  |  | Indemnification Agreement dated as of February 22, 2001 by and among UbiquiTel Inc., UbiquiTel Operating Company, the Merger Subsidiaries of UbiquiTel Inc. named therein, J.H. Evans Inc., and the Stockholders of J.H. Evans named therein.
(10.37)                                                          
|##10.18  |  | Consulting Agreement dated as of February 22, 2001 between UbiquiTel Inc., and Instant Phone, LLC. (10.38)                                                                                                                                                                                                     
|##10.19  |  | Purchase and Sale Agreement dated as of February 22, 2001 between UbiquiTel Inc. and VoiceStream PCS BTA I License Corporation. (10.39)                                                                                                                                                                        
|###10.20 |  | Amended and Restated 2000 Equity Incentive Plan of UbiquiTel Inc. (10.39)                                                                                                                                                                                                                                      
|10.21   |  | First Supplemental Indenture dated as of November 12, 2001 to the Indenture for UbiquiTel Operating Company's 14% Senior Subordinated Discount Notes Due 2010 dated as of April 11, 2000 between UbiquiTel Operating Company, UbiquiTel Inc. and American
Stock Transfer and Trust Company, as trustee. (10.30)
|**10.22  |  | Master Site Agreement dated as of May 11, 2000 between SpectraSite Communications, Inc. and UbiquiTel Leasing Company. (10.27)                                                                                                                                                                                 
|10.23   |  | Master Tower Space License Agreement dated as of April 4, 2001 between American Tower, L.P. and UbiquiTel Leasing Company and First Amendment thereto dated June 18, 2001. (10.32)                                                                                                                             
|10.24   |  | Master License Agreement dated as of December 15, 2000 between Crown Atlantic Company LLC, Crown Communication New York, Inc., Crown Castle PT Inc., Crown Castle South Inc., Crown Castle GT Company LLC, Crown Communication Inc. and UbiquiTel Leasing
Company. (10.33)                                     
|10.25  |  | Fourth Amendment to Credit Agreement dated as of July 17, 2002 among UbiquiTel Inc., UbiquiTel Operating Company, the financial institutions party thereto from time to time and BNP Paribas as agent. (10.36)                                                                                                 
|10.26 |  | UbiquiTel Inc. Amended and Restated 2002 Employee Stock Purchase Plan. (10.1)                                                                                                                                                                                                                                  
|+10.27   |  | Fifth Amendment to Credit Agreement dated as of February 7, 2003 among UbiquiTel Inc., UbiquiTel Operating Company, the financial institutions party thereto from time to time and BNP Paribas as agent. (10.37)                                                                                               
|++10.28  |  | Employment Agreement dated as of November 30, 2002 by and between UbiquiTel Inc. and Donald A. Harris. (10.28)                                                                                                                                                                                                 
|++10.29  |  | Note Purchase Agreement dated as of February 14, 2003 among UbiquiTel Operating Company, UbiquiTel Inc. and the purchasers listed on the signature pages thereto. (10.29)                                                                                                                                      
|++10.30  |  | Form of 14% Senior Unsecured Discount Series B Note Due 2008 dated February 26, 2003 issued by UbiquiTel Operating Company to the purchasers thereof. (10.30)                                                                                                                                                  
|++10.31  |  | Guarantee dated as of February 26, 2003 by UbiquiTel Inc., VIA Holding Inc., VIA Wireless LLC and VIA Building, LLC in favor of the purchasers of 14% Senior Unsecured Discount Series B Notes Due 2008. (10.31)                                                                                               
|         |  |                                                                                                                                                                                                                                                                                                                

86

---

|++10.32 |  | Registration Rights Agreement dated as of February 26, 2003 among UbiquiTel Inc. and the securityholder signatories thereto. (10.32)                                                                                                                                                                                                                                                                                      
|------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|++10.33 |  | Escrow Agreement dated as of February 14, 2003 among UbiquiTel Operating Company, Greenberg Traurig LLP, as escrow agent, and the purchasers listed on the signature pages thereto. (10.33)                                                                                                                                                                                                                               
|++10.34 |  | Agreement dated as of February 14, 2003 among UbiquiTel Inc., UbiquiTel Operating Company and the other persons signatories thereto relating to the Note Purchase Agreement dated as of February 14, 2003. (10.34)                                                                                                                                                                                                        
|++10.35 |  | Indenture for UbiquiTel Operating Company's 14% Senior Discount Notes Due 2010 dated as of February 26, 2003 among UbiquiTel Operating Company, UbiquiTel Inc. and The Bank of New York, as trustee. (10.35)                                                                                                                                                                                                              
|++10.36 |  | Note Guarantee dated as of February 26, 2003 of UbiquiTel Inc., VIA Holding Inc., VIA Wireless LLC and VIA Building, LLC. (10.36)                                                                                                                                                                                                                                                                                         
|++10.37 |  | Registration Rights Agreement dated as of February 26, 2003 among UbiquiTel Operating Company, UbiquiTel Inc., VIA Holding Inc., VIA Wireless LLC, VIA Building, LLC and Banc of America Securities LLC. (10.37)                                                                                                                                                                                                          
|++10.38 |  | Dealer Manager Agreement dated as of January 23, 2003 among UbiquiTel Operating Company, UbiquiTel Inc., VIA Holding Inc., VIA Wireless LLC, VIA Building, LLC and Banc of America Securities LLC. (10.38)                                                                                                                                                                                                                
|>10.39  |  | Asset Purchase Agreement dated as of June 12, 2003 between UbiquiTel Operating Company (as successor-in-interest to VIA Wireless LLC) and GoldenState Towers, LLC. (10.1)                                                                                                                                                                                                                                                 
|>10.40  |  | Escrow Agreement dated as of June 12, 2003 among UbiquiTel Operating Company (as successor-in-interest to VIA Wireless LLC), GoldenState Towers, LLC and Commonwealth Land Title Company, as escrow agent. (10.2)                                                                                                                                                                                                         
|>>10.41 |  | Master Site Agreement dated as of October 15, 2003 between UbiquiTel Leasing Company and GoldenState Towers, LLC. (10.1)                                                                                                                                                                                                                                                                                                  
|>>10.42 |  | Sixth Amendment to Credit Agreement dated as of October 10, 2003 among UbiquiTel Inc., UbiquiTel Operating Company, the financial institutions party thereto from time to time and BNP Paribas as agent. (10.2)                                                                                                                                                                                                           
|>>10.43 |  | Addendum VII dated July 31, 2003 to Sprint PCS Management Agreement by and between Sprint Spectrum L.P., WirelessCo, L.P., Sprint Communications Company L.P., Sprint Telephony PCS, L.P. and Sprint PCS License, L.L.C., and UbiquiTel Operating Company.
(10.3)                                                                                                                                                         
|>>10.44 |  | Addendum VIII dated November 7, 2003 to Sprint PCS Management Agreement, Sprint PCS Services Agreement, Sprint Trademark and Service Mark License Agreement and Sprint Spectrum Trademark and Service Mark License Agreement by and between Sprint
Spectrum L.P., WirelessCo, L.P., Sprint Communications Company L.P., Sprint Telephony PCS, L.P. and Sprint PCS License, L.L.C., and UbiquiTel Operating Company. (10.4)
|10.45   |  | Eighth Amendment to Credit Agreement dated as of January 23, 2004 among UbiquiTel Inc., UbiquiTel Operating Company, the financial institutions party thereto from time to time and BNP Paribas as agent.                                                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                           

87

---

|10.46 |  | Employment Agreement dated as of November 19, 2003 by and between UbiquiTel Inc. and James J. Volk.                                                                                                                                                                                                                                                                                                       
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.47 |  | Employment Agreement dated as of November 19, 2003 by and between UbiquiTel Inc. and Patricia E. Knese.                                                                                                                                                                                                                                                                                                   
|21.1  |  | Subsidiaries of UbiquiTel Inc.                                                                                                                                                                                                                                                                                                                                                                            
|23.1  |  | Consent of PricewaterhouseCoopers LLP relating to UbiquiTel Inc.'s Registration Statements on Form S-3 (Registration No. 333-39956), Form S-3 (Registration No. 333-68082), Form S-8 (Registration No. 333-70148), Form S-8 (Registration No. 333-84852)
and Form S-3 (Registration No. 333-104705) and to UbiquiTel Operating Company's Registration Statement on Form S-3 (Registration No. 333-106418).
|24.1  |  | Powers of Attorney (included on signature pages).                                                                                                                                                                                                                                                                                                                                                         
|31.1  |  | Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                        
|31.2  |  | Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                        
|32.1  |  | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 9.06 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Item 601(b)(32) of Regulation S-K).                                                                                                                                                                                                                        
|32.2  |  | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 9.06 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Item 601(b)(32) of Regulation S-K).                                                                                                                                                                                                                        

---

88

---



Except as indicated below, four reports on Form 8-K were furnished during the quarter ended December 31, 2003:

|Date              |  | Item Reported On                                                                                                                                                                                                                                                                                                                          
|----------------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|October 20, 2003  |  | Item 5. Other Events and Required FD Disclosure. UbiquiTel announced that it had consummated on October 15, 2003 a sale and leaseback transaction, for the sale of wireless communications tower sites located in the central
valley of California for approximately $10.95 million in cash, and the lease-back of space on those sites. *
|                  |  | Item 12. Results of Operations and Financial Condition. UbiquiTel announced its subscriber results for the quarter ended September 30, 2003.                                                                                                                                                                                              
|November 10, 2003 |  | Item 9. Regulation FD Disclosure. UbiquiTel announced that it had entered into an addendum to its Sprint management and services agreements.                                                                                                                                                                                              
|November 11, 2003 |  | Item 12. Results of Operations and Financial Condition. UbiquiTel announced on November 11, 2003 its operating and financial results for the quarter ended September 30, 2003.                                                                                                                                                            
|December 30, 2003 |  | Item 9. Regulation FD Disclosure. UbiquiTel announced updated financial and operating guidance for the fourth quarter of 2003 and its participation in a telecommunications conference in January 2004.                                                                                                                                   

---

89

---



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, UbiquiTel Inc. has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of Conshohocken, State of Pennsylvania, on the 17th day of February, 2004.

| |  | UBIQUITEL INC.
| |  | --------------
| |  | By:           

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints
Donald A. Harris and James J. Volk his true and lawful attorneys-in-fact, each acting alone, with full powers of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any or all amendments to this report, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact or their substitutes, each acting alone, may lawfully do or cause to be done by virtue
hereof.

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.

|Signature                                 |  | Title                                                                                      |  | Date             
|----------------------------------------- |  | ------------------------------------------------------------------------------------------ |  | -----------------
|                                          |  |                                                                                            |  |                  
|/s/DONALD A. HARRISDonald A. Harris       |  | Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer) |  | February 17, 2004
|/s/JAMES J. VOLKJames J. Volk             |  | Chief Financial Officer (Principal Financial Officer and Accounting Officer)               |  | February 17, 2004
|/s/ROBERT A. BERLACHERRobert A. Berlacher |  | Director                                                                                   |  | February 17, 2004
|/s/JAMES E. BLAKEJames E. Blake           |  | Director                                                                                   |  | February 17, 2004
|/s/MATTHEW J. BOOSMatthew J. Boos         |  | Director                                                                                   |  | February 17, 2004
|                                          |  |                                                                                            |  |                  

90

---

|/s/PETER LUCASPeter Lucas           |  | Director |  | February 17, 2004
|----------------------------------- |  | -------- |  | -----------------
|/s/BRUCE E. TOLLBruce E. Toll       |  | Director |  | February 17, 2004
|/s/EVE M. TRKLAEve M. Trkla         |  | Director |  | February 17, 2004
|/s/JOSEPH N. WALTERJoseph N. Walter |  | Director |  | February 17, 2004

91

---



SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, UbiquiTel Operating Company has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City of Conshohocken, State of Pennsylvania, on the 17th day of February, 2004.

| |  | UBIQUITEL OPERATING COMPANY
| |  | ---------------------------
| |  | By:                        

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints
Donald A. Harris and James J. Volk his true and lawful attorneys-in-fact, each acting alone, with full powers of substitution and resubstitution, for him and in his name, place
and stead, in any and all capacities, to sign any or all amendments to this report, and to file the same, with exhibits thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said attorneys-in-fact or their substitutes, each acting alone, may lawfully do or cause to be done by virtue
hereof.

Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities and on the dates indicated.

|Signature                           |  | Title                                                                              |  | Date             
|----------------------------------- |  | ---------------------------------------------------------------------------------- |  | -----------------
|                                    |  |                                                                                    |  |                  
|/s/DONALD A. HARRISDonald A. Harris |  | Sole Director, President and Chief Executive Officer (Principal Executive Officer) |  | February 17, 2004
|/s/JAMES J. VOLKJames J. Volk       |  | Chief Financial Officer (Principal Financial Officer and Accounting Officer)       |  | February 17, 2004

92

---



UBIQUITEL INC. AND SUBSIDIARIES  INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

|UbiquiTel Inc. and SubsidiariesConsolidated Financial Statements                                    |  |    
|---------------------------------------------------------------------------------------------------- |  | ---
|Report of Independent Auditors                                                                       |  | F-2
|Report of Independent Accountants                                                                    |  | F-3
|Consolidated Balance Sheets as of December 31, 2003 and 2002                                         |  | F-4
|Consolidated Statements of Operations for the years ended December 31, 2003, 2002 and 2001           |  | F-5
|Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001           |  | F-6
|Consolidated Statements of Stockholders' Equity for the years ended December 31, 2003, 2002 and 2001 |  | F-8
|Notes to Consolidated Financial Statements                                                           |  | F-9

F-1

---



REPORT OF INDEPENDENT AUDITORS

To
the Board of Directors and Shareholders of UbiquiTel Inc.:

In
our opinion, the accompanying consolidated balance sheets as of December 31, 2003 and 2002 and the related consolidated statements of operations, stockholders' equity and cash
flows present fairly, in all material respects, the financial position of UbiquiTel Inc. and its subsidiaries at December 31, 2003 and 2002, and the results of their operations and their
cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America. These financial statements are the responsibility of the Company's
management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally
accepted in the United States of America, which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. The consolidated financial statements of
UbiquiTel Inc. and its subsidiaries for the year ended December 31, 2001 were audited by other independent accountants who have ceased operations. Those independent accountants expressed
an unqualified opinion on those financial statements in their report dated February 15, 2002.

As
discussed above, the consolidated financial statements of UbiquiTel Inc. and its subsidiaries for the year ended December 31, 2001 were audited by other independent
accountants who have ceased operations. As described in Note 3, these financial statements have been revised to include the transitional disclosures required by Statement of Financial
Accounting Standards No. 142,Goodwill and Other Intangible Assets,which was adopted by the Company as of January 1, 2002. We audited the
transitional disclosures described in Note 3. In our opinion, the disclosures for 2001 in Note 3 are appropriate. However, we were not engaged to audit, review, or apply any procedures
to the 2001 financial statements of the Company other than with respect to such disclosures and, accordingly, we do not express an opinion or any other form of assurance on the 2001 financial
statements taken as a whole.

/s/PricewaterhouseCoopers LLP

Philadelphia,
Pennsylvania
February 13, 2004

F-2

---



This report is a copy of a previously issued Arthur Andersen LLP report and has not been reissued by Arthur Andersen LLP pursuant to Regulation S-X
Rule 2-02 as applicable under the Securities Exchange Act of 1934, as amended. As discussed in Note 3, the Company has revised its financial statements for the year ended
December 31, 2001 to include the transitional disclosures required by Statement of Financial Accounting Standards No. 142, Goodwill and Other Intangible Assets. The Arthur Andersen LLP
report does not extend to these changes. The revisions to the 2001 financial statements related to these transitional disclosures were reported on by PricewaterhouseCoopers LLP, as stated in their
report appearing herein.

REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

To
the Shareholders and Board of Directors of UbiquiTel Inc.:

We
have audited the accompanying consolidated balance sheets of UbiquiTel Inc. (a Delaware corporation) and subsidiaries as of December 31, 2001 and 2000, and the related
consolidated statements of operations, stockholders' equity and cash flows for the years ended December 31, 2001 and 2000 and the period from inception (September 29, 1999) to
December 31, 1999. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We
conducted our audits in accordance with the auditing standards generally accepted in the United States. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe
that our audits provide a reasonable basis for our opinion.

In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of UbiquiTel Inc. and subsidiaries as of
December 31, 2001 and 2000 and the results of their operations and their cash flows for the years ended December 31, 2001 and December 31, 2000 and
the period from inception (September 29, 1999) to December 31, 1999 in conformity with accounting principles generally accepted in the United States.

ARTHUR ANDERSEN LLP

New
York, New York
February 15, 2002

F-3

---



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

|                                                                           |                                                                                                                                                                   | December 31, 2003           |                                            | December 31, 2002 |        
|-------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------------------------- | ------------------------------------------ | ----------------- | -------
|ASSETS                                                                     |                                                                                                                                                                   |                             |                                            |                   |        
|CURRENT ASSETS:                                                            |                                                                                                                                                                   |                             |                                            |                   |        
|                                                                           | Cash and cash equivalents                                                                                                                                         |                             | $                                          | 57,225            |        
|                                                                           | Restricted cash                                                                                                                                                   |                             |                                            | 3,562             |        
|                                                                           | Accounts receivable, net of allowance for doubtful accounts of $2,722 and $4,343 at December 31, 2003 and 2002, respectively                                      |                             |                                            | 19,614            |        
|                                                                           | Inventory                                                                                                                                                         |                             |                                            | 3,408             |        
|                                                                           | Prepaid expenses and other assets                                                                                                                                 |                             |                                            | 15,848            |        
|                                                                           | Income tax receivable                                                                                                                                             |                             |                                            | 217               |        
|                                                                           |                                                                                                                                                                   |                             |                                            |                   |        
|                                                                           |                                                                                                                                                                   | Total current assets        |                                            |                   | 99,874 
|PROPERTY AND EQUIPMENT, NET                                                |                                                                                                                                                                   |                             | 259,556                                    |                   |        
|CONSTRUCTION IN PROGRESS                                                   |                                                                                                                                                                   |                             | 5,045                                      |                   |        
|DEFERRED FINANCING COSTS, NET                                              |                                                                                                                                                                   |                             | 8,918                                      |                   |        
|GOODWILL                                                                   |                                                                                                                                                                   |                             | 38,138                                     |                   |        
|INTANGIBLE ASSETS, NET                                                     |                                                                                                                                                                   |                             |                                           |                   |        
|OTHER INTANGIBLES, NET                                                     |                                                                                                                                                                   |                             | 68,869                                     |                   |        
|OTHER LONG-TERM ASSETS                                                     |                                                                                                                                                                   |                             | 3,004                                      |                   |        
|                                                                           |                                                                                                                                                                   |                             |                                            |                   |        
|                                                                           |                                                                                                                                                                   |                             | Total assets                               |                   | $      
|                                                                           |                                                                                                                                                                   |                             |                                            |                   |        
|LIABILITIES AND STOCKHOLDERS' EQUITY                                       |                                                                                                                                                                   |                             |                                            |                   |        
|CURRENT LIABILITIES:                                                       |                                                                                                                                                                   |                             |                                            |                   |        
|                                                                           | Current portion of long-term debt                                                                                                                                 |                             | $                                          | 8,209             |        
|                                                                           | Accounts payable                                                                                                                                                  |                             |                                            | 3,633             |        
|                                                                           | Book cash overdraft                                                                                                                                               |                             |                                            | 5,671             |        
|                                                                           | Accrued expenses                                                                                                                                                  |                             |                                            | 16,591            |        
|                                                                           | Accrued compensation and benefits                                                                                                                                 |                             |                                            | 3,978             |        
|                                                                           | Interest payable                                                                                                                                                  |                             |                                            | 1,563             |        
|                                                                           | Taxes payable                                                                                                                                                     |                             |                                            | 4,049             |        
|                                                                           | Deferred revenue                                                                                                                                                  |                             |                                            | 11,347            |        
|                                                                           | Other                                                                                                                                                             |                             |                                            | 4,110             |        
|                                                                           |                                                                                                                                                                   |                             |                                            |                   |        
|                                                                           |                                                                                                                                                                   | Total current liabilities   |                                            |                   | 59,151 
|                                                                           |                                                                                                                                                                   |                             |                                            |                   |        
|LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS, EXCLUDING CURRENT MATURITIES |                                                                                                                                                                   |                             | 396,664                                    |                   |        
|OTHER LONG-TERM LIABILITIES                                                |                                                                                                                                                                   |                             | 9,369                                      |                   |        
|                                                                           |                                                                                                                                                                   |                             |                                            |                   |        
|                                                                           |                                                                                                                                                                   | Total long-term liabilities |                                            |                   | 406,033
|                                                                           |                                                                                                                                                                   |                             |                                            |                   |        
|                                                                           |                                                                                                                                                                   |                             | 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 December 31, 2003 and 2002                              |                             |                                            |                  |        
|                                                                           | Common stock, par value $0.0005 per share; 240,000 shares authorized; 92,579 and 81,432 shares issued and outstanding at December 31, 2003 and 2002, respectively |                             |                                            | 46                |        
|                                                                           | Additional paid-in-capital                                                                                                                                        |                             |                                            | 299,955           |        
|                                                                           | Accumulated deficit                                                                                                                                               |                             |                                            | (281,781          | )      
|                                                                           |                                                                                                                                                                   |                             |                                            |                   |        
|                                                                           |                                                                                                                                                                   | Total stockholders' equity  |                                            |                   | 18,220 
|                                                                           |                                                                                                                                                                   |                             |                                            |                   |        
|                                                                           |                                                                                                                                                                   |                             | Total liabilities and stockholders' equity |                   | $      
|                                                                           |                                                                                                                                                                   |                             |                                            |                   |        

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

F-4

---



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

|                                                             |                                                                                      | Year Ended
December 31, 2003 |         | Year Ended
December 31, 2002 |         | Year Ended
December 31, 2001 |        
|------------------------------------------------------------ | ------------------------------------------------------------------------------------ | ---------------------------- | ------- | ---------------------------- | ------- | ---------------------------- | -------
|REVENUES:                                                    |                                                                                      |                              |         |                              |         |                              |        
|                                                             | Service revenue                                                                      |                              | $       | 261,061                      |         | $                            | 212,474
|                                                             | Equipment revenue                                                                    |                              |         | 12,205                       |         |                              | 8,331  
|                                                             |                                                                                      |                              |         |                              |         |                              |        
|                                                             |                                                                                      | Total revenues               |         |                              | 273,266 |                              |        
|COSTS AND EXPENSES:                                          |                                                                                      |                              |         |                              |         |                              |        
|                                                             | Cost of service and operations (exclusive of depreciation as shown separately below) |                              |         | 120,443                      |         |                              | 136,367
|                                                             | Cost of products sold                                                                |                              |         | 40,247                       |         |                              | 36,531 
|                                                             | Selling and marketing                                                                |                              |         | 53,681                       |         |                              | 54,711 
|                                                             | General and administrative expenses excluding non-cash compensation charges          |                              |         | 31,578                       |         |                              | 26,416 
|                                                             | Non-cash compensation for general and administrative matters                         |                              |         | 205                          |         |                              | 378    
|                                                             | Depreciation, amortization and accretion                                             |                              |         | 46,909                       |         |                              | 51,571 
|                                                             |                                                                                      |                              |         |                              |         |                              |        
|                                                             |                                                                                      | Total costs and expenses     |         |                              | 293,063 |                              |        
|                                                             |                                                                                      |                              |         |                              |         |                              |        
|OPERATING LOSS                                               |                                                                                      |                              | (19,797 | )                            |         | (85,169                      | )      
|INTEREST INCOME                                              |                                                                                      |                              | 649     |                              |         | 1,641                        |        
|INTEREST EXPENSE                                             |                                                                                      |                              | (31,249 | )                            |         | (46,004                      | )      
|GAIN ON DEBT RETIREMENTS                                     |                                                                                      |                              | 43,050  |                              |         |                             |        
|OTHER INCOME (EXPENSE)                                       |                                                                                      |                              |        |                              |         | 218                          |        
|                                                             |                                                                                      |                              |         |                              |         |                              |        
|LOSS BEFORE INCOME TAXES                                     |                                                                                      |                              | (7,347  | )                            |         | (129,314                     | )      
|INCOME TAX BENEFIT (EXPENSE)                                 |                                                                                      |                              | (766    | )                            |         | 11,927                       |        
|                                                             |                                                                                      |                              |         |                              |         |                              |        
|NET LOSS                                                     |                                                                                      | $                            | (8,113  | )                            | $       | (117,387                     | )      
|                                                             |                                                                                      |                              |         |                              |         |                              |        
|BASIC AND DILUTED NET LOSS PER SHARE OF COMMON STOCK         |                                                                                      | $                            | (0.09   | )                            | $       | (1.45                        | )      
|                                                             |                                                                                      |                              |         |                              |         |                              |        
|BASIC AND DILUTED WEIGHTED-AVERAGE OUTSTANDING COMMON SHARES |                                                                                      |                              | 86,875  |                              |         | 81,216                       |        
|                                                             |                                                                                      |                              |         |                              |         |                              |        

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

F-5

---



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

|                                                                                                |                                                                               | Year Ended
December 31, 2003                        |         | Year Ended
December 31, 2002 |         | Year Ended
December 31, 2001 |        
|----------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------- | --------------------------------------------------- | ------- | ---------------------------- | ------- | ---------------------------- | -------
|CASH FLOWS FROM OPERATING ACTIVITIES:                                                           |                                                                               |                                                     |         |                              |         |                              |        
|Net loss                                                                                        |                                                                               | $                                                   | (8,113  | )                            | $       | (117,387                     | )      
|Adjustments to reconcile net loss to net cash provided by (used in) operating activities:       |                                                                               |                                                     |         |                              |         |                              |        
|                                                                                                | Amortization of deferred financing costs                                      |                                                     |         | 1,835                        |         |                              | 1,949  
|                                                                                                | Amortization of debt discount for detachable warrants                         |                                                     |         | 1,315                        |         |                              | 1,597  
|                                                                                                | Amortization of intangible assets                                             |                                                     |         | 7,058                        |         |                              | 17,133 
|                                                                                                | Depreciation and accretion                                                    |                                                     |         | 39,852                       |         |                              | 34,438 
|                                                                                                | Interest accrued on discount notes                                            |                                                     |         | 15,260                       |         |                              | 27,681 
|                                                                                                | Non-cash compensation from stock options granted to employees                 |                                                     |         | 205                          |         |                              | 378    
|                                                                                                | Deferred income taxes                                                         |                                                     |         |                             |         |                              | (3,142 
|                                                                                                | (Gain) loss on sale of equipment                                              |                                                     |         | 39                           |         |                              | (189   
|                                                                                                | Gain on debt retirements                                                      |                                                     |         | (43,050                      | )       |                              |       
|                                                                                                | Interest earned on restricted cash balances                                   |                                                     |         | (39                          | )       |                              |       
|Changes in operating assets and liabilities exclusive of acquisitions and capital expenditures: |                                                                               |                                                     |         |                              |         |                              |        
|                                                                                                | Accounts receivable                                                           |                                                     |         | 2,148                        |         |                              | (5,811 
|                                                                                                | Inventory                                                                     |                                                     |         | (657                         | )       |                              | 1,940  
|                                                                                                | Prepaid expenses and other assets                                             |                                                     |         | 302                          |         |                              | (5,829 
|                                                                                                | Income tax receivable                                                         |                                                     |         | 8,567                        |         |                              | (8,784 
|                                                                                                | Accounts payable and accrued expenses                                         |                                                     |         | (10,270                      | )       |                              | 17,242 
|                                                                                                |                                                                               |                                                     |         |                              |         |                              |        
|                                                                                                |                                                                               | Net cash provided by (used in) operating activities |         |                              | 14,452  |                              |        
|                                                                                                |                                                                               |                                                     |         |                              |         |                              |        
|CASH FLOWS FROM INVESTING ACTIVITIES:                                                           |                                                                               |                                                     |         |                              |         |                              |        
|                                                                                                | Capital expenditures                                                          |                                                     |         | (25,928                      | )       |                              | (43,157
|                                                                                                | Proceeds from sale of towers, net of transaction costs                        |                                                     |         | 10,524                       |         |                              |       
|                                                                                                | Proceeds from sale of assets                                                  |                                                     |         |                             |         |                              | 189    
|                                                                                                | Change in restricted cash                                                     |                                                     |         | (1,095                       | )       |                              | 2,775  
|                                                                                                | Acquisition costs and cash advance, net of cash acquired from VIA Wireless    |                                                     |         |                             |         |                              |       
|                                                                                                |                                                                               |                                                     |         |                              |         |                              |        
|                                                                                                |                                                                               | Net cash provided by (used in) investing activities |         |                              | (16,499 | )                            |        
|                                                                                                |                                                                               |                                                     |         |                              |         |                              |        
|CASH FLOWS FROM FINANCING ACTIVITIES:                                                           |                                                                               |                                                     |         |                              |         |                              |        
|                                                                                                | Drawings under senior secured credit facility                                 |                                                     |         |                             |         |                              | 30,000 
|                                                                                                | Repayments under senior secured credit facility                               |                                                     |         | (15,000                      | )       |                              |       
|                                                                                                | Proceeds from issuance of Series B senior discount notes                      |                                                     |         | 10,914                       |         |                              |       
|                                                                                                | Repayment of long-term debt                                                   |                                                     |         |                             |         |                              |       
|                                                                                                | Cash payments for purchase and exchange of senior subordinated discount notes |                                                     |         | (10,701                      | )       |                              |       
|                                                                                                | Financing costs                                                               |                                                     |         | (4,588                       | )       |                              | (1,170 
|                                                                                                | Repayment of capital lease obligations and other long-term debt               |                                                     |         | (683                         | )       |                              | (1,226 
|                                                                                                | Change in book cash overdraft                                                 |                                                     |         | 5,671                        |         |                              |       
|                                                                                                | Proceeds from issuance of common stock                                        |                                                     |         | 32                           |         |                              | 110    
|                                                                                                | Proceeds from exercise of stock options and warrants                          |                                                     |         | 146                          |         |                              |       
|                                                                                                |                                                                               |                                                     |         |                              |         |                              |        
|                                                                                                |                                                                               | Net cash provided by (used in) financing activities |         |                              | (14,209 | )                            |        
|                                                                                                |                                                                               |                                                     |         |                              |         |                              |        
|NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                                            |                                                                               |                                                     | (16,256 | )                            |         | (51,263                      | )      
|CASH AND CASH EQUIVALENTS, beginning of period                                                  |                                                                               |                                                     | 73,481  |                              |         | 124,744                      |        
|                                                                                                |                                                                               |                                                     |         |                              |         |                              |        
|CASH AND CASH EQUIVALENTS, end of period                                                        |                                                                               | $                                                   | 57,225  |                              | $       | 73,481                       |        
|                                                                                                |                                                                               |                                                     |         |                              |         |                              |        
|                                                                                                |                                                                               |                                                     |         |                              |         |                              |        

F-6

---

|SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:                       |                                          |  |   |        |  |   |        |  |   |        
|----------------------------------------------------------------------- | ---------------------------------------- |  | - | ------ |  | - | ------ |  | - | -------
|                                                                        | Cash paid for interest                   |  | $ | 13,207 |  | $ | 14,777 |  | $ | 12,853 
|                                                                        | Cash paid for taxes                      |  |   | 354    |  |   | 452    |  |   | 63     
|SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: |                                          |  |   |        |  |   |        |  |   |        
|                                                                        | Network assets acquired but not yet paid |  |   |       |  |   |       |  |   | 3,000  
|                                                                        | Warrants exercised                       |  |   |       |  |   |       |  |   | 570    
|                                                                        | Capital leases entered into              |  |   |       |  |   |       |  |   | 1,107  
|ASSETS AND LIABILITIES ACQUIRED IN NON-CASH TRANSACTION (NOTE 16)       |                                          |  |   |        |  |   |        |  |   |        
|                                                                        | Assets acquired                          |  |   |       |  |   |       |  |   | 224,602
|                                                                        | Liabilities assumed                      |  |   |       |  |   |       |  |   | 39,424 

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

F-7

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UbiquiTel Inc. and Subsidiaries        Consolidated Statements of Stockholders' Equity        (In Thousands)

|                           |                                                                                                                 | Preferred Stock |   | Common Stock |   |   |        |        |   |    |  
|-------------------------- | --------------------------------------------------------------------------------------------------------------- | --------------- | - | ------------ | - | - | ------ | ------ | - | -- | -
|
|
|BALANCE, December 31, 2000 |                                                                                                                 |                |   | $            |  |   | 63,543 |        | $ | 32 |  
|                           | Issuance of common stock for VIA Wireless acquisition                                                           |                 |  |              |   |  |        | 16,400 |   |    | 8
|                           | Amortization of deferred stock compensation expense granted to employees for general and administrative matters |                 |  |              |   |  |        |       |   |    | 
|                           | Exercise of options                                                                                             |                 |  |              |   |  |        | 25     |   |    | 
|                           | Exercise of warrants                                                                                            |                 |  |              |   |  |        | 1,148  |   |    | 1
|                           | Net loss applicable to common stockholders                                                                      |                 |  |              |   |  |        |       |   |    | 
|                           |                                                                                                                 |                 |   |              |   |   |        |        |   |    |  
|BALANCE, December 31, 2001 |                                                                                                                 |                |   | $            |  |   | 81,116 |        | $ | 41 |  
|                           | Issuance of common stock to employee stock purchase plan                                                        |                 |  |              |   |  |        | 316    |   |    | 
|                           | Amortization of deferred stock compensation expense granted to employees for general and administrative matters |                 |  |              |   |  |        |       |   |    | 
|                           | Net loss applicable to common stockholders                                                                      |                 |  |              |   |  |        |       |   |    | 
|                           |                                                                                                                 |                 |   |              |   |   |        |        |   |    |  
|BALANCE, December 31, 2002 |                                                                                                                 |                |   | $            |  |   | 81,432 |        | $ | 41 |  
|                           | Issuance of common stock to employee stock purchase plan                                                        |                 |  |              |   |  |        | 159    |   |    | 
|                           | Amortization of deferred stock compensation expense granted to employees for general and administrative matters |                 |  |              |   |  |        |       |   |    | 
|                           | Exercise of options                                                                                             |                 |  |              |   |  |        | 75     |   |    | 
|                           | Issuance of detachable warrants                                                                                 |                 |  |              |   |  |        |       |   |    | 
|                           | Exercise of warrants                                                                                            |                 |  |              |   |  |        | 10,913 |   |    | 5
|                           | Net loss applicable to common stockholders                                                                      |                 |  |              |   |  |        |       |   |    | 
|                           |                                                                                                                 |                 |   |              |   |   |        |        |   |    |  
|BALANCE, December 31, 2003 |                                                                                                                 |                |   | $            |  |   | 92,579 |        | $ | 46 |  
|                           |                                                                                                                 |                 |   |              |   |   |        |        |   |    |  

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

F-8

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UbiquiTel Inc. and Subsidiaries        Notes to Consolidated Financial Statements

1.     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 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 a management agreement with Sprint PCS for
the exclusive rights to market Sprint's 100% digital, 100% PCS products and services to the 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. In
November 1999, UbiquiTel L.L.C. assigned all of its material contracts including the rights to the Sprint PCS agreements to UbiquiTel Inc. On 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. UbiquiTel Inc. assigned the Sprint PCS agreements to Operating
Company following its formation. On December 28, 1999, UbiquiTel amended its management agreement with Sprint PCS to expand its markets to include northern California, Spokane/Montana, southern
Idaho/Utah/Nevada and southern Indiana/Kentucky, which together with Reno/Tahoe, contain approximately 7.7 million residents. On February 21, 2001, in connection with UbiquiTel's
acquisition of VIA Wireless LLC, UbiquiTel amended its management agreement with Sprint PCS to expand its markets effective at the closing in August 2001 to include 3.4 million
additional residents from the six VIA Wireless BTAs including Bakersfield, Fresno, Merced, Modesto, Stockton and Visalia, California (also collectively referred to as the central valley of California
market). On August 13, 2001, upon the closing of the merger agreement, VIA Wireless became a wholly owned subsidiary of Operating Company and was later merged into Operating Company in
June 2003. On July 31, 2003, Operating Company amended its management agreement with Sprint PCS to eliminate the obligation to build out the state of Montana, thereby reducing its
licensed resident population in its markets to approximately 10.0 million.

The
consolidated financial statements contain the financial information of UbiquiTel Inc. and its subsidiaries, UbiquiTel Operating Company and UbiquiTel Leasing Company. The
Company operates under one segment.

2.     LIQUIDITY

From inception through December 31, 2002, the Company has principally relied on the proceeds from equity and debt financings, and to a lesser extent
revenues, as the primary sources of capital. In 2003, the Company generated approximately $14.5 million of cash flow from operating activities. Completion of the Company's PCS network has
required substantial capital and as of December 31, 2003, the Company had an accumulated deficit of $281.8 million.

As
of December 31, 2003, the Company had approximately $60.8 million in cash, cash equivalents and restricted cash, working capital of approximately $40.7 million,
and an unused revolving line of credit under the senior secured credit facility of approximately $47.7 million. On January 23, 2004, the Company reached an agreement with its senior
lending group to amend the senior secured credit facility to eliminate certain "stage one" covenants, including minimum subscribers effective as of December 31, 2003, minimum revenues and
minimum adjusted cash balances (each as defined in the credit agreement), and to modify certain financial covenants and ratios, including minimum

F-9

---

consolidated
EBITDA, fixed charge coverage ratio and interest coverage ratio (each as defined in the credit agreement), and leverage ratios, including consolidated indebtedness to consolidated EBITDA
and consolidated senior indebtedness to consolidated EBITDA (each as defined in the credit agreement), to reflect the impact of changes in the Company's business. The availability of the
$47.7 million revolving line of credit is subject to continued compliance with the restrictive covenants under the facility, including the timing of availability for borrowing under the
revolving line of credit, maintaining financial covenants and ratios and limiting annual capital expenditures. The Company presently is in compliance with all financial and operational covenants
associated with the senior secured credit facility. As discussed in Note 18 (Subsequent Events), the Company announced on February 13, 2004 that Operating Company has priced an offering
of $270.0 million in aggregate principal amount of its senior notes due 2011 in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended. The senior
notes will be issued at a price of 98.26% and pay interest semi-annually at an annual rate of 9.875%. If issued, UbiquiTel will fully and unconditionally guarantee Operating Company's
obligations under the senior notes due 2011. Operating Company intends to complete the offering on or about February 23, 2004. No assurance can be given as of the date of the filing of this
Annual Report on Form 10-K that the offering will be completed, and the completion of the offering is subject to customary conditions. If Operating Company completes the offering,
the net proceeds will be used to repay and terminate the senior secured credit facility, including the repayment of $230.0 million in outstanding borrowings plus accrued interest and
termination of the $47.7 million revolving line of credit, to redeem all of its outstanding 14% Series B senior discount notes due 2008 ($14.5 million outstanding principal
amount) for approximately $12.5 million and to purchase $16.0 million principal value of its outstanding 14% senior discount notes due 2010 for $15.2 million.

Management
expects cash and cash equivalents, combined with cash flow from operating activities, to be sufficient to meet capital expenditures needs and service debt requirements through
December 31, 2004 and into the foreseeable future.

While
management does not anticipate the need to raise additional capital to meet the Company's operating or capital expenditure requirements in the foreseeable future, the Company's
funding status is dependent on a number of factors influencing projections of operating cash flows, including those related to gross new customer additions, customer turnover, revenues, marketing
costs, bad debt expense and roaming and reseller revenue. Management believes the Company's financial position will be sufficient to meet the cash requirements of the business including capital
expenditures, any operating losses, cash interest and working capital needs. Should actual results differ significantly from these assumptions, the Company's liquidity position could be adversely
affected and the Company could be in a position that would require it to raise additional capital which may not be available or may not be available on acceptable terms.

If
the Company fails to make an interest or principal payment when due on any of the Company's senior secured credit facility (if not terminated as described above), senior discount
notes, Series B senior discount notes (if not redeemed as described above) and senior subordinated discount notes, it could trigger cross-default provisions on the other long-term
debt agreements. If the Company's long-term debt agreements are declared in default, the creditors under these agreements may demand immediate payment of the outstanding indebtedness.

F-10

---

3.     SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation and Use of Estimates

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

The
preparation of financial statements in conformity with generally accepted accounting principles requires management 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 revenues and expenses during the reporting periods. Actual results could differ from those estimates and assumptions.

Recent Accounting Pronouncements

In May 2003, the Financial Accounting Standards Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No. 150, "Accounting for
Certain Financial Instruments with Characteristics of Both Liabilities and Equity" ("SFAS No. 150"). The Statement establishes standards for how certain financial instruments with
characteristics of both liabilities and equity must be classified and measured. SFAS No. 150 requires that a financial instrument that is within its scope be classified as a liability, or an
asset in some circumstances. Many of those instruments were previously classified as equity. This Statement is effective for financial instruments entered into or modified after May 31, 2003,
and otherwise is effective at the beginning of the first interim period beginning after June 15, 2003, excluding mandatorily redeemable non-controlling interests associated with
finite-lived subsidiaries, for which the accounting provisions of this Statement have been deferred indefinitely pursuant to FASB Staff Position 150-3. The Company has determined that it
currently has no instruments within the scope of this Statement.

In
April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on Derivative Instruments and Hedging Activities" ("SFAS No. 149"). SFAS No. 149
amends and clarifies the accounting guidance on derivative instruments (including certain derivative instruments embedded in other contracts) and hedging activities that fall within the scope of SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS No. 149 also amends certain other existing pronouncements, which will result in more consistent reporting of
contracts that are derivatives in their entirety or that contain embedded derivatives that warrant separate accounting. This Statement is effective for contracts entered into or modified after
June 30, 2003, with certain exceptions, and for hedging relationships designated after June 30, 2003. The Company does not have any contracts that are derivatives or that contain
embedded derivatives.

In
November 2002, the Emerging Issues Task Force ("EITF") issued EITF Issue No. 02-16, "Accounting by a Customer (Including a Reseller) for Certain
Consideration Received from a Vendor" ("EITF 02-16"). Among other items, EITF 02-16 requires that consideration received from a vendor be presumed to be a reduction of the cost
of the vendor's products or services. This presumption can be overcome if the consideration can be shown to represent either a payment for assets or services delivered to the vendor or a reimbursement
of costs incurred by the reseller to sell the vendor's products. This treatment is effective for arrangements entered into or modified on or after January 1, 2003. The adoption of EITF
02-16 did not have a material impact on the Company's financial position, results of operations or cash flows.

F-11

---

In
November 2002, the EITF issued EITF Issue No. 00-21, "Accounting for Revenue Arrangements with Multiple Deliverables" ("EITF 00-21"). EITF
00-21 addresses how to account for arrangements that may involve the delivery or performance of multiple products, services and/or rights to use assets. Revenue arrangements with multiple
deliverables are required to be divided into separate units of accounting if the deliverables in the arrangement meet certain criteria. Arrangement consideration should be allocated among the separate
units of accounting based on their relative fair values. EITF 00-21 is applicable to agreements entered into in quarters beginning after June 15, 2003. The Company has determined
that the sale of wireless services through the Company's direct sales channels with an accompanying handset constitutes a revenue arrangement with multiple deliverables. Upon adoption of EITF
00-21, the Company discontinued deferring non-refundable, up-front activation fees and associated costs for the Company's direct sales channels. Additionally,
direct sales channel activation fees are now included in equipment revenue rather than service revenue in the consolidated statement of operations to the extent that the aggregate activation fee and
handset proceeds received from a subscriber do not exceed the fair value of the handset sold. The Company adopted this new pronouncement effective July 1, 2003 on a prospective basis which did
not have a material impact on the Company's financial position, results of operations or cash flows.

In
June 2001, the FASB issued SFAS No. 143, "Accounting for Asset Retirement Obligations" ("SFAS No. 143"). This Statement requires entities to record the fair value
of a liability for an asset retirement obligation in the period in which it is incurred and capitalize that amount as part of the book value of the long-lived asset. Over time, the
liability is accreted to its present value each period, and the capitalized cost is depreciated over the useful life of the related asset. Upon settlement of the liability, an entity either settles
the obligation for its recorded amount or incurs a gain or loss upon settlement. This Statement is effective for financial statements for fiscal years beginning after June 15, 2002. The
Company's network is primarily located on leased property and the Company has certain legal obligations, principally related to its tower leases, which fall within the scope of SFAS No. 143.
These legal obligations primarily include certain obligations to remediate leased land on which the Company's tower assets are located. In addition to its tower leases, the Company has leases related
to switch site, retail and administrative locations subject to the provisions of SFAS No.143. In 2003, the Company recorded an initial asset retirement obligation of approximately $0.3 million,
and capitalized the same amount by increasing the carrying cost of the related asset. Additionally, for the year ended December 31, 2003, approximately $0.1 million of accretion expense
was recorded to increase the asset retirement obligation to its present value, and the capitalized costs were depreciated by approximately $0.1 million.

Cash, Cash Equivalents and Restricted Cash

Cash and cash equivalents include cash and short-term investments with original maturities of three months or less. Restricted cash at
December 31, 2003 represented approximately $2.4 million in cash in escrow related to the VIA Wireless acquisition and approximately $1.1 million in cash in escrow related to the
sale of wireless communication tower sites located in the central valley of California. Book cash overdrafts are classified as a current liability.

Fair Value of Financial Instruments

Fair value estimates, assumptions and methods used to estimate fair value of the Company's financial instruments are made in accordance with the requirements of
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments." The Company has used available information to derive its estimates. However, because these estimates are made as of a
specific point in time, they are not

F-12

---

necessarily
indicative of amounts the Company could ultimately realize. The use of different assumptions or estimating methods may have a material effect on the estimated fair value amounts.

The
carrying amounts of cash and cash equivalents, restricted cash, accounts receivable net, accounts payable and accrued expenses approximate fair value due to the
short-term nature of the instruments.

Long-term
debt is comprised of the senior secured credit facility, senior discount notes, Series B senior discount notes, senior subordinated discount notes, capital
leases and other long-term liabilities. The carrying amounts of the senior secured credit facility are a reasonable estimate of its fair value because market interest rates are variable.
Capital leases are recorded at their net present value, which approximates fair value, and carrying values of other long-term liabilities also approximate fair values. The fair value of
the senior discount notes, Series B senior discount notes and senior subordinated discount notes is measured at quoted market value. The Company's senior discount notes had a fair value of
approximately $37.1 million as of December 31, 2003 versus a carrying value of $40.5 million. The Company's Series B senior discount notes had a fair value of approximately
$11.2 million as of December 31, 2003 versus a carrying value of $12.2 million. The Company's senior subordinated discount notes had a fair value of approximately
$72.3 million and $18.0 million as of December 31, 2003 and 2002, respectively, versus carrying values of $84.3 million and $220.1 million, respectively.

Inventory

Inventory consists of handsets and related accessories. Inventories purchased for resale are carried at the lower of cost, determined using weighted average, or
market using replacement cost.

Property and Equipment and Construction in Progress

Property and equipment are reported at cost less accumulated depreciation. Costs incurred to design and construct the wireless network in a market are classified
as construction in progress. When the network assets are placed into service, the related costs are transferred from construction in progress to property and equipment. Repair and maintenance costs
are charged to expense as incurred; significant renewals and betterments are capitalized. Costs for software and its installation that are paid to third parties and benefit future periods are
capitalized. When property is retired or otherwise disposed of, the cost of the property and the related accumulated depreciation are removed from the accounts, and any resulting gains or losses are
reflected in the consolidated statement of operations.

Property
and equipment are depreciated using the straight-line method based on estimated useful lives of the assets.

Assets
lives are as follows:

Network equipment

5-10 yearsComputer equipment

4 yearsFurniture and office equipment

4 yearsVehicles

5 yearsBuilding

30 years


Leasehold
improvements are depreciated over the shorter of the remaining term of the lease or the estimated useful life of the improvement.

F-13

---

Construction
in progress at December 31, 2003 and 2002 included equipment not yet placed into service and engineering and site development costs incurred in connection with the
build-out of the Company's PCS network. The Company capitalized interest on its construction in progress activities. Interest capitalized for the years ended December 31, 2003, 2002
and 2001 was $0, $0 and approximately $4.9 million, respectively.

Deferred Costs

Costs incurred in connection with the negotiation and documentation of debt instruments are deferred and amortized over the terms of the debt instruments using
the effective interest rate method. Costs incurred in connection with the issuance and sale of equity securities are deferred and netted against the proceeds of the stock issuance upon completion of
the transaction. Costs incurred in connection with acquisitions are deferred and included in the aggregate purchase price allocated to the net assets acquired upon completion of the transaction.

Goodwill and Intangible Assets

Upon the adoption of SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS No. 142"), as of January 1, 2002, goodwill is no longer
subject to amortization. Goodwill is subject to at least an annual assessment for impairment by applying a fair value-based test. If the carrying amount exceeds the fair value, goodwill is considered
to be impaired. As of October 31, 2003, the Company completed its annual impairment review and determined that no impairment charge was required. The Company continually evaluates whether
events and circumstances have occurred that indicate the remaining balance of goodwill may not be recoverable. In evaluating impairment, the Company estimates the sum of the expected future cash flows
derived from such goodwill. Such evaluations for impairment are significantly impacted by estimates of future revenues, costs and expenses and other factors. If the goodwill is considered to be
impaired, the impairment loss to be recognized is measured by the amount by which the carrying amount of the goodwill exceeds the fair value of the expected future cash flows. Goodwill was
approximately $38.1 million at December 31, 2003 and 2002.

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

Year Ended December 31,2003

2002

2001(In Thousands, Except Per Share Amounts)Reported net loss

$
(8,113
)
$
(117,387
)
$
(107,655
)Add: goodwill amortization








593Adjusted net loss

$
(8,113
)
$
(117,387
)
$
(107,062
)Basic and diluted earnings per share:Reported net loss per share

$
(0.09
)
$
(1.45
)
$
(1.53
)Add: goodwill amortization per share








0.01Adjusted net loss per share

$
(0.09
)
$
(1.45
)
$
(1.52
)


Intangible
assets represent the estimated value of acquired subscriber bases at the dates of acquisitions. Intangible assets of $0 and approximately $2.8 million, net of
accumulated amortization expense of approximately $19.1 million and $16.3 million, for the years ended December 31, 2003 and 2002, respectively, were amortized on a
straight-line basis over a period of 20 months to five years. The

F-14

---

VIA
Wireless and Spokane market subscriber bases acquired were initially being amortized over 36 months and 60 months, respectively, which represented the estimated average lives of a
subscriber in these respective markets. Effective April 1, 2002, however, the Company changed the amortization periods of the VIA Wireless and Spokane market subscriber bases to
20 months and 33 months, respectively, resulting from higher customer turnover in these respective markets. As of March 31, 2003, the VIA Wireless subscriber base was fully
amortized and as of December 31, 2002, the Spokane market subscriber base was fully amortized. Amortization expense for intangible assets was approximately $2.8 million,
$12.8 million and $2.8 million for the years ended December 31, 2003, 2002 and 2001, respectively.

Other
intangible assets of approximately $68.9 million and $73.2 million, net of accumulated amortization expense of approximately $10.3 million and
$5.9 million, for the years ended December 31, 2003 and 2002, respectively, represent the estimated value of VIA Wireless' Sprint PCS management agreement. Amortization expense for other
intangible assets was approximately $4.3 million, $4.3 million and $1.6 million for the years ended December 31, 2003, 2002 and 2001, respectively.

Estimated
future amortization expense of intangible assets for the next five years at December 31, 2003 is as follows:

Years Ending December 31,

(In Thousands)2004

$
4,3042005


4,3042006


4,3042007


4,3042008


4,304


Impairment of Long-Lived Assets

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability is assessed based on the future cash flows expected to result from the use of the asset and its eventual disposition. If the sum of the undiscounted cash flows is less than
the carrying value of the asset, an impairment loss is recognized. Any impairment loss, if indicated, is measured as the amount by which the carrying amount of the asset exceeds the estimated fair
value of the asset.

Income Taxes

The Company accounts for income taxes in accordance with the provisions of SFAS No. 109, "Accounting for Income Taxes" ("SFAS No. 109"). SFAS
No. 109 requires an asset and liability approach which requires the recognition of deferred tax assets and deferred tax liabilities for the expected future tax consequences of temporary
differences between the carrying amounts and the tax bases of assets and liabilities. Valuation allowances will be established when necessary to reduce deferred tax assets to the amount expected to be
realized.

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 net loss per common share is computed by dividing the net loss applicable to common stockholders for the period by the weighted

F-15

---

average
number of shares of common stock outstanding. In accordance with SFAS No. 128, incremental potential common shares from stock options and warrants are excluded in the calculation of
diluted loss per share when 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.

December 31, 2003

December 31, 2002

December 31, 2001Stock options

6,637,875

5,335,800

4,611,000Warrants

3,665,183

3,665,183

3,665,183Total

10,303,058

9,000,983

8,276,183


Stock-Based Compensation

At December 31, 2003, UbiquiTel had two stock-based employee compensation plans, an employee stock purchase plan and an equity incentive plan, which are
described in Note 9. The employee stock purchase plan was suspended effective with the offering period beginning January 1, 2003 and resumed effective with the offering period beginning
January 1, 2004. The Company accounts for those plans in accordance with Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to Employees," and related
interpretations. The following table illustrates the effect on net income and earnings per share if the Company had applied the fair value recognition provisions of SFAS No. 123, "Accounting
for Stock-Based Compensation."

Year Ended December 31,2003

2002

2001(In Thousands, Except Per Share Amounts)Net loss, as reported

$
(8,113
)
$
(117,387
)
$
(107,655
)Add: stock-based employee compensation included in reported net loss, net of related tax


205


378


387Deduct: total stock-based employee compensation expense determined under fair value-based method, net of related tax


(2,260
)

(2,570
)

(1,562
)Pro forma net loss

$
(10,168
)
$
(119,579
)
$
(108,830
)Basic and diluted loss per share:As reported

$
(0.09
)
$
(1.45
)
$
(1.53
)Pro forma

$
(0.12
)
$
(1.47
)
$
(1.54
)


F-16

---

The
fair value of all option grants was estimated on the date of grant using the Black-Scholes model with the following weighted-average assumptions used for grants:

Year Ended December 31,2003

2002

2001Weighted-average risk-free interest rate

1.31% - 1.51%

3.03% - 5.76%

5.78% - 6.34%Expected dividend yield

0%

0%

0%Expected life in years

2.0

2.0

1.5 - 2.0Expected volatility

143%

89%

89%


Revenue Recognition

The Company recognizes revenues when services have been rendered or products have been delivered, the price to the buyer is fixed and determinable, and
collectibility is reasonably assured. The Company accounts for rebates, discounts and other sales incentives as a reduction to revenue. Service revenues include subscriber revenues, reseller revenues,
Sprint PCS travel revenues and non-Sprint PCS roaming revenues. Equipment revenues include sales of handsets and accessories. Subscriber revenues consist of monthly recurring service
charges for voice and third generation data ("3G data") services and monthly non-recurring charges for local, long distance, travel and roaming airtime usage and 3G data usage in excess of
the pre-subscribed usage plan received from the Company's subscribers, cancellation and late fee revenues and surcharges, less reductions for billing adjustments and credits. The Company's
revenue recognition policies are consistent with the guidance in EITF Issue No. 00-21, "Accounting for Revenue Arrangements with Multiple Deliverables," and Staff Accounting
Bulletin No. 104, "Revenue Recognition."

The
Company recognizes service revenue from its subscribers as they use the service. The Company pro-rates access revenue over the billing period and records airtime usage in
excess of the pre-subscribed usage plan. The Company's subscribers pay an activation fee to the Company when they initiate service. Prior to the adoption of EITF 00-21 on
July 1, 2003, the Company deferred all activation fee revenue and direct customer activation costs on a
straight-line basis over the average life of its subscribers, which was estimated to be 30 months. Direct customer activation costs in excess of activation fee revenue were
recognized immediately. For the years ended December 31, 2003, 2002 and 2001, the Company recognized approximately $4.9 million, $3.0 million and $0.6 million,
respectively, of activation fee revenue. As of December 31, 2003 and 2002, deferred revenue in the consolidated balance sheets included deferred activation fee revenue of approximately
$4.0 million and $3.9 million, respectively, and also included approximately $7.3 million and $5.4 million of deferred access revenues, which represent customer access fees
billed one month in advance, as of December 31, 2003 and 2002, respectively. Deferred activation fee revenue was also included in other long-term liabilities and totaled
approximately $1.9 million and $2.5 million as of December 31, 2003 and 2002, respectively.

F-17

---



The Company records Sprint PCS travel revenue on a per minute rate for voice services and on a per kilobit rate for data services when Sprint PCS subscribers
based outside the Company's markets use the Company's network. The Company earned approximately $48.7 million, $54.9 million and $31.6 million of Sprint PCS travel revenue for the
years ended December 31, 2003, 2002 and 2001, respectively. The Company records non-Sprint PCS roaming revenue when non-Sprint PCS subscribers use the Company's network.
The Company earned approximately $14.2 million, $6.4 million and $1.0 million of non-Sprint PCS roaming revenue for the years ended December 31, 2003, 2002 and
2001, respectively. During the second quarter of 2003, the Company initiated a reseller program with Virgin Mobile USA. The Company records reseller revenue when reseller subscribers use the Company's
network. The Company earned approximately $0.6 million of reseller revenue for the year ended December 31, 2003.

Equipment
revenue consists of proceeds from sales of handsets and accessories which are recorded at the time of sale. Revenues from sales of handsets and accessories represent a separate
earnings process from service revenues because sales of handsets and accessories do not require customers to subscribe to wireless services. Beginning July 1, 2003, equipment revenue also
includes an allocation of the arrangement consideration from activation revenue received as part of revenue arrangements with multiple deliverables.

The
Company participates in the Sprint national and regional distribution programs in which national retailers such as RadioShack, Best Buy and Costco sell Sprint PCS products and
services. In order to facilitate the sale of Sprint PCS products and services, national retailers purchase wireless handsets from Sprint for resale and receive compensation from Sprint for Sprint PCS
products and services sold. For industry competitive reasons, Sprint subsidizes the price of these handsets by selling the handsets at a price below cost. Under the Company's Sprint PCS agreements,
when a national retailer sells a handset purchased from Sprint to a subscriber in the Company's markets, the Company is obligated to reimburse Sprint for the handset subsidy. The Company does not
receive any revenues from sales of handsets and accessories by national retailers. For a new subscriber activation and a handset upgrade to an existing subscriber, the Company includes these handset
subsidy charges in cost of products sold in the consolidated statements of operations. Handset subsidy charges included in cost of products sold for the years ended December 31, 2003, 2002 and
2001 were approximately $15.5 million, $10.8 million and $7.2 million, respectively.

Accounts
receivable, net includes amounts due from customers with respect to subscriber revenues and amounts due from the Company's local indirect agents. The Company records an
allowance for
doubtful accounts to reflect the expected loss on the collection of receivables. Activity in the allowance for doubtful accounts for the years ended December 31, 2003, 2002 and 2001 was as
follows:

December 31, 2003

December 31, 2002

December 31, 2001(In Thousands)Balance, beginning of year

$
4,343

$
4,244

$
88Acquired from VIA Wireless (See Note 16)








1,232Provision charged to expense


1,663


21,488


6,852Charges to allowance


(3,284
)

(21,389
)

(3,928
)$
2,722

$
4,343

$
4,244


F-18

---

Advertising Expenses

The Company expenses advertising costs when the advertising occurs. Total advertising expenses amounted to approximately $8.0 million, $12.5 million
and $9.7 million for the years ended December 31, 2003, 2002 and 2001, respectively, and are included in selling and marketing expenses in the consolidated statements of operations.

Concentration of Risk

Financial instruments, which potentially subject the Company to concentration of credit risk, consist principally of cash and cash equivalents and accounts
receivable. The Company maintains cash and cash equivalents in accounts with financial institutions in excess of the amount insured by the Federal Deposit Insurance Corporation. Management does not
believe there is significant credit risk associated with deposits in excess of the federally insured amounts. Further, the Company maintains accounts with nationally recognized investment managers.
Such deposits are not insured by the Federal Deposit Insurance Corporation. Management does not believe there is significant credit risk associated with these uninsured deposits.

Concentrations
of credit risk with respect to accounts receivable are limited due to a large subscriber base. Initial credit evaluations of subscribers' financial condition are performed
and security deposits are generally obtained for subscribers with a high credit risk profile. The Company maintains an allowance for doubtful accounts for potential credit losses.

Additionally,
the Company derives substantial revenues and expenses from Sprint. A significant amount of the Company's financial transactions result from the Company's relationship with
Sprint.

Reclassifications

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

Comprehensive Income

No statement of comprehensive income has been included in the accompanying financial statements since the Company does not have any other comprehensive income to
report.

4.     SPRINT AGREEMENTS

The Company entered into four major agreements with Sprint PCS and Sprint in late 1998. They are the management agreement, the services agreement, the trademark
and service mark license agreement with Sprint and the trademark and service mark license agreement with Sprint PCS. As amended on December 28, 1999, and as further amended and effective
August 13, 2001 in connection with the VIA Wireless acquisition, and as further amended and effective July 31, 2003 to remove the
build-out requirement for the state of Montana and as most recently amended and effective November 1, 2003 to provide us with a number of benefits (including fixed rates for back
office services provided to us by Sprint and a fixed reciprocal roaming rate through 2006), the management agreement allows the Company to exclusively offer Sprint PCS services in the Company's
markets containing approximately 10.0 million residentsReno/Tahoe, Nevada; northern California; central valley of California; Spokane, Washington; southern Idaho/Utah/Nevada; and
southern Indiana/Kentucky.

The
management agreement has an initial term of 20 years ending in October 2018 with three 10-year renewals. It can be terminated if either party provides the
other with two years' prior written

F-19

---

notice
or either Sprint PCS or the Company is in material default of its obligations. The key clauses within the management agreement are summarized as follows:

Exclusivity.The Company is designated as the only person or entity that can manage or operate a PCS network for Sprint PCS
in the Company's markets. Sprint PCS is prohibited from owning, operating, building or managing another wireless mobility communications network in the Company's markets while the management agreement
is in place.

Network Build-out.The management agreement specifies the terms of the Sprint PCS affiliation, including the
required network build-out plan, which requires that the Company provide network coverage to a minimum network coverage area within specified time frames. The Company believes it is in
compliance with the Company's network build-out requirements and has satisfied the required deployment schedule under the management agreement.

Products and Services Offered For Sale.The management agreement identifies the products and services that can be offered for
sale in the Company's markets. These products and services include, but are not limited to, Sprint PCS consumer and business products and services available as of the date of the agreement or as
modified by Sprint PCS. The Company also is allowed to resell Sprint PCS services to wireless resellers who in turn resell Sprint PCS services to their customers using the Company's network.

Service Pricing, Roaming, Travel and Fees.The Company must offer Sprint PCS subscriber pricing plans designated for regional
or national offerings. The Company is permitted to establish its own local price plans for Sprint PCS products and services offered only in its markets, subject to Sprint PCS' approval. The Company is
entitled to receive fees weekly from Sprint PCS equal to 92% of net "billed revenue" related to customer activity less applicable write-offs, net of deposits applied. Sprint determines the
write-offs for any given time period. Outbound non-Sprint PCS roaming billed to subscribers based in the Company's markets, proceeds from the sales of handsets
and accessories, amounts collected with respect to taxes and surcharges for enhanced 911, wireless local number portability and universal service fund charges, and customer handset insurance are not
considered "billed revenue." Billed revenue generally includes all other customer account activity for Sprint PCS products and services in the Company's markets, which includes such activities billed
to, attributed to or otherwise reflected in customers accounts. The Company is generally entitled to 100% of the proceeds from customers for equipment and accessories that it sells or leases and to
81.36% of fees for enhanced 911 and 6.36% of fees for wireless local number portability attributable to customers based in the Company's markets less applicable write-offs. The Company
also is entitled to 100% of the universal service funds received from the Universal Service Administrative Company associated with customers in the Company's markets. Many Sprint PCS subscribers
purchase nationwide pricing plans that allow roaming anywhere on Sprint PCS' and its affiliates' networks without incremental Sprint PCS roaming charges. However, the Company earns Sprint PCS roaming
revenue for every minute that a Sprint PCS subscriber from outside the Company's markets enters its markets and uses its network. The Company earns revenue from Sprint PCS based on a per minute rate
when Sprint PCS' or other Sprint PCS affiliates' subscribers travel on the Company's portion of the Sprint PCS network. Similarly, the Company pays the same rate for every minute the Company's
subscribers use the Sprint PCS network outside the Company's markets. The roaming rate onto a non-Sprint PCS provider's network is set under Sprint PCS' third party roaming agreements.

The
Company also recognizes roaming revenue and expense related to data usage from PCS Vision data services when wireless subscribers are using such services outside of their home
territory.

F-20

---

The
Company recognizes revenue when a wireless subscriber based outside of the Company's markets uses PCS Vision data services on the Company's network and the Company recognizes expense when its
subscribers use such services on the Sprint PCS network or network of another PCS affiliate of Sprint outside of the Company's markets.

Advertising and Promotion.Sprint PCS is responsible for all national advertising and promotion of Sprint PCS products and
services. The Company is responsible for advertising and promotion in the Company's markets.

Program Requirements Including Technical and Customer Care Standards.The Company must comply with Sprint PCS' program
requirements for technical standards, customer service standards and national and regional distribution and national accounts programs. Some of the technical standards relate to network
up-time, dropped calls, blocked call attempts and call origination and termination failures. The Company is required to build a network that meets minimum transport requirements
established by Sprint PCS for links between its cell sites and switches. These requirements are measured in milliseconds. The Company is also required to have minimal loss and echo return loss on its
telephone lines. The Company must meet substantially high network up-time percentage in excess of 95%. Sprint PCS can adjust the program requirements at its discretion, though the Company
has protective rights under certain conditions to decline to implement program requirement changes that Sprint could impose that adversely affect the Company's business.

Non-Competition.The Company may not offer Sprint PCS products and services outside the Company's markets.

Inability to Use Non-Sprint PCS Brands.The Company may not market, promote, advertise, distribute, lease or sell
any of the Sprint PCS products on a non-branded, "private label" basis or under any brand, trademark or trade name other than the Sprint brand, except for sales to resellers or as
otherwise permitted under the trademark and service license agreements.

Rights of First Refusal.Sprint PCS has certain rights of first refusal to buy the Company's assets upon a proposed sale.

Most Favored Nation Cause.The Company generally has the right to amend the management agreement and services agreement to
obtain the most favorable terms provided under a management agreement or services agreement between Sprint and a PCS affiliate of Sprint similarly situated to the Company (defined as having at least
3.0 million POPs) if, prior to December 31, 2006, Sprint amends the terms of any of those agreements of such similarly situated PCS affiliate of Sprint. This right is only effective,
however, if the Company agrees to accept all the terms and conditions set forth in the other agreements and is subject to specified restrictions on its applicability.

The
management agreement can be terminated as a result of a number of events including an uncured breach of the management agreement or bankruptcy of either party to the agreement. In
the event that the management agreement is not renewed or terminated, certain formulas apply to the valuation and disposition of the Company's assets.

The
services agreement outlines various support services such as activation, billing and customer care that will be provided to the Company by Sprint PCS. These services are available to
the Company at established rates. Sprint PCS may discontinue a service provided that it gives nine months' written notice. The services agreement automatically terminates upon termination of the
management agreement.

F-21

---

The
trademark and service mark license agreements with Sprint and Sprint PCS provide the Company with non-transferable, royalty free licenses to use the Sprint brand name,
the "diamond" symbol and several other trademarks and service marks. The Company's use of the licensed marks is subject to adherence to quality standards determined by Sprint and Sprint PCS. Sprint
and Sprint PCS can terminate the trademark and service mark license agreements if the Company files for bankruptcy, materially breaches the agreement or if the management agreement is terminated.

In
September 2003, the Company recorded a one-time adjustment to reduce operating expenses by approximately $3.2 million relating to the resolution of more than
$7.5 million of previously disputed charges with Sprint PCS for which the Company had fully reserved the amounts under dispute. The adjustment reduced cost of service and operations expense by
approximately $3.2 million and the Company paid Sprint PCS approximately $4.3 million in conjunction with other previously disputed charges in November 2003. In addition, in the
fourth quarter of 2003, the Company recorded a $1.3 million adjustment to reduce operating expenses when it transitioned from the "collected revenue" to the "billed revenue" method for
reconciling amounts due to the Company for accounts receivable.

5.     PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

December 31, 2003

December 31, 2002(In Thousands)Network equipment

$
330,738

$
310,709Vehicles


1,381


1,268Furniture and office equipment


4,727


4,024Computer equipment and software


7,687


6,831Leasehold improvements


4,196


3,727Land


130


130Buildings


4,670


4,670353,529


331,359Accumulated depreciation


(93,973
)

(55,771
)Property and equipment, net

$
259,556

$
275,588


Depreciation
expense was approximately $39.7 million, $34.4 million and $19.3 million for the years ended December 31, 2003, 2002 and 2001, respectively.

During
the fourth quarter of 2003, the Company consummated a definitive sale and lease-back agreement for the sale of wireless communication tower sites that the Company
owned located in the central valley of California and the lease-back of space on those sites. The Company received approximately $10.5 million, net of transaction costs, for the
sale of 98 towers and related assets and completed the assignment of various leases of the ground space on which the towers were situated and co-location leases for third-party wireless
providers who leased space on certain of the towers sold. The Company agreed to escrow an amount equal to 10% of the purchase price for indemnification claims that may arise during a
one-year period following the closing and that are resolved in the purchaser's favor. This escrowed amount is included in restricted cash in the consolidated balance sheet as of
December 31, 2003. The sale and lease-back resulted in a gain of approximately $5.3 million, which has been deferred and will be amortized as a reduction of the rental
expense incurred under the related tower site leases over the lives of such leases. The initial term of the lease agreement is for ten years with an option to renew up to three additional
five-year terms.

F-22

---

In
November 2003, the Company entered into an agreement to systematically replace many of the Company's existing minicell base stations with an equivalent quantity of current
generation multi-carrier capable base stations, or modcells. As of the date of the agreement, the estimated useful life of each existing minicell base station has been reduced to reflect the remaining
number of months such assets will be in use prior to conversion, thereby accelerating depreciation expense. The impact of this change increased depreciation expense by approximately
$1.6 million in 2003, and is estimated to increase depreciation expense by approximately $5.0 million in 2004 and approximately $0.7 million in 2005.

6.     ACCRUED EXPENSES

As of December 31, 2003 and 2002, accrued expenses consisted of the following accruals:

December 31, 2003

December 31, 2002(In Thousands)Fees and expenses payable to Sprint

$
10,427

$
15,226Agent compensation


2,387


1,383Use taxes payable


1,614


2,742Other


2,163


4,330Accrued expenses

$
16,591

$
23,681


7.     LONG-TERM DEBT AND CAPITAL LEASE OBLIGATIONS AND DEBT RETIREMENTS

Long-term debt and capital lease obligations outstanding as of December 31, 2003 and 2002 were as follows:

December 31, 2003

December 31, 2002(In Thousands)Senior secured credit facility

$
230,000

$
245,000Building mortgage and other long-term liabilities


3,453


3,653Capital lease obligations


81


56414% senior subordinated discount notes


100,380


300,000Less: discount


(16,050
)

(79,865
)Less: additional discount for detachable warrants


(3,364
)

(11,631
)14% senior discount notes


48,180


Less: discount


(7,691
)

14% Series B senior discount notes


14,515


Less: discount


(2,318
)

Less: additional discount for detachable warrants


(3,730
)

Subtotal


363,456


457,721Future cash flows associated with 14% senior discount notes for interest and other


41,417


Total long-term debt and capital lease obligations


404,873


457,721Less: current maturities


8,209


683Total long-term debt and capital lease obligations, excluding current maturities

$
396,664

$
457,038


F-23

---

Senior Secured Credit Facility

On March 31, 2000, Operating Company entered into a $250.0 million senior secured credit facility with Paribas, as administrative agent, and certain
banks and other financial institutions as parties thereto, which was guaranteed by UbiquiTel. The credit facility consisted of a revolving loan of up to $55.0 million, a term loan A of
$120.0 million and a term loan B of $75.0 million. The Company's obligations under the credit facility are secured by all of the Company's assets. On March 1, 2001, Operating
Company and Paribas and the other lenders under the senior secured 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. (See Note 16 for a description of the VIA Wireless
acquisition.) The additional borrowing increased the term loan B to $125.0 million. Operating Company fully drew down the term loans according to a mandatory draw down schedule during the years
ended December 31, 2002, 2001 and 2000. As described below, the credit facility was reduced to $280.0 million in February 2003. The unused revolving line of credit was further
reduced to approximately $47.7 million in the third quarter of 2003. In conjunction with the closing of the facility in March 2000, the increase of the facility in March 2001, an
amendment executed in July 2002 and an amendment executed in February 2003, Operating Company incurred financing fees of approximately $11.6 million which are being amortized over
the term of the credit facility.

As
of December 31, 2003, the Company had $230.0 million aggregate principal amount of outstanding term loans under the senior secured credit facility, including the term
loan A of $112.7 million and the term loan B of $117.3 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 agreement. The amount that can be borrowed and outstanding under the revolving loan reduces in seven quarterly
reductions beginning in December 2005. Effective March 1, 2003, Operating Company can voluntarily prepay the term loans without a prepayment premium.

Operating
Company may borrow funds as either a base rate loan with an interest rate of prime plus 2.00% for the revolving loan and term loan A and prime plus 2.50% for term loan B or a
Eurodollar Loan with an interest rate of the London interbank offered rate, commonly referred to as LIBOR, plus 3.25% for the revolving loan and term loan A and LIBOR plus 4.25% for term loan B. In
addition, an unused credit facility fee of 0.75% will be charged quarterly on the average unused portion of the
facility. The interest rates for the senior secured credit facility ranged from 4.4% to 5.5% during the year ended December 31, 2003.

On
January 23, 2004, the Company reached an agreement with its senior lending group to amend the senior secured credit facility to eliminate certain "stage one" covenants,
including minimum subscribers effective as of December 31, 2003, minimum revenues and minimum adjusted cash balances (each as defined in the credit agreement), and to modify certain financial
covenants and ratios and their applicable measurement periods, including minimum consolidated EBITDA beginning in the first quarter of 2004, fixed charge coverage ratio beginning in the first quarter
of 2005 and interest coverage ratio beginning in the first quarter of 2004 (each as defined in the credit agreement), and leverage ratios, including consolidated indebtedness to consolidated EBITDA
beginning in the first quarter of 2004 and consolidated senior indebtedness to consolidated EBITDA beginning in the first quarter of 2004 (each as defined in the credit agreement), to reflect the
impact of changes in the Company's business. The Company also must comply with restrictive covenants and must achieve other financial

F-24

---



ratios including consolidated indebtedness to adjusted consolidated EBITDA and consolidated senior indebtedness to adjusted consolidated EBITDA beginning in the third quarter
of 2002 (each as defined in the credit agreement), as well as complying with minimum network coverage levels and maximum capital spending limits. Operating Company incurred financing fees of
approximately $0.4 million in connection with the amendment which are being amortized over the term of the credit facility. The Company presently is in compliance with all financial and
operational covenants associated with the senior secured credit facility.

Building Mortgage and Other

The Company has a mortgage relating to a building and land with a balance of approximately $3.5 million at December 31, 2003. 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.

In
August 2001, the Company paid $69.6 million to the Rural Telephone Finance Cooperative to retire VIA Wireless' outstanding senior secured credit facility and paid
$5.8 million to the Federal Communications Commission ("FCC") 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.

Notes

In April 2000, Operating Company issued 14% senior subordinated discount notes due April 15, 2010 (the "14% Subordinated 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 14% Subordinated Notes and warrants were registered with the Securities and Exchange Commission. The 14% Subordinated 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 14% Subordinated 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. The 14% Subordinated Notes are redeemable on or after April 15, 2005.

The
indenture governing the 14% Subordinated 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 14% Subordinated
Notes provides for customary events of default, including cross defaults, judgment defaults and events of bankruptcy.

In
February 2003, Operating Company consummated certain transactions which reduced its long-term debt outstanding and related future minimum annual principal payments
due under the senior secured credit facility and the 14% Subordinated Notes. Operating Company consummated a private placement exchange of $48.2 million aggregate principal amount of its new
14% senior discount notes due May 15, 2010 ("14% Senior Notes") and $9.6 million in cash for $192.7 million aggregate principal amount of its outstanding 14% Subordinated Notes.
Additionally, Operating Company consummated a related new financing, in a private placement offering, of $12.8 million aggregate principal amount of 14% Series B senior discount notes
due 2008 ("14% Series B Senior Notes") in which Operating Company received cash proceeds of $9.6 million to fund the cash portion of the exchange. Under the new financing, the Company
issued detachable warrants to purchase up to

F-25

---

approximately
9.6 million shares of UbiquiTel's common stock at an exercise price of $0.01 per share. Three directors of UbiquiTel or their affiliates participated in the private placement
offering for consideration of approximately $3.3 million, and were issued approximately $4.4 million aggregate principal amount of 14% Series B Senior Notes and approximately
3.3 million detachable warrants, which became exercisable upon shareholder approval on May 16, 2003 in accordance with Nasdaq Marketplace Rule 4350(i)(1)(A). The Company wrote off
approximately $2.9 million in deferred financing fees related to the original issuance of the 14% Subordinated Notes and the Company incurred estimated fees and expenses of approximately
$3.7 million in connection with the issuance of the 14% Senior Notes, which reduced the gain resulting from the private placement exchange, and the Company incurred estimated expenses of
approximately $0.3 million in connection with the issuance of the 14% Series B Senior Notes. The Company recognized a gain of $39.0 million as a result of the private placement
exchange.

As
a condition to these transactions, Operating Company's senior lenders required Operating Company to prepay $15.0 million of its outstanding term loans under its senior secured
credit facility, thereby reducing the outstanding term loans under the senior secured credit facility to $230.0 million. In addition, the $55.0 million unused revolving line of credit
was permanently reduced by $5.0 million to $50.0 million, which was further reduced to $47.7 million during the third quarter of 2003.

The
Company followed the provisions of SFAS No. 15, "Accounting by Debtors and Creditors for Troubled Debt Restructurings," and EITF Issue No. 02-04,
"Determining Whether a Debtor's Modification or Exchange of Debt Instruments Is Within the Scope of FASB Statement
No. 15," in recording the private placement exchange transaction. These provisions require that the carrying value of the 14% Senior Notes be recorded at the total future cash payments
(principal and interest) specified by the 14% Senior Notes; therefore, the 14% Senior Notes were classified on the Company's balance sheet as long-term liabilities and were valued at
$81.9 million as of the transaction date. As a result, no interest expense related to the 14% Senior Notes will be recognized in future periods.

The
following table presents the gain recognized in the private placement exchange transaction in 2003 (in thousands, except per share data):

Principal amount of 14% subordinated notes exchanged

$
192,720Unamortized discount on 14% subordinated notes


(48,214
)Unamortized discount for detachable warrants


(7,306
)Unamortized deferred financing costs


(2,859
)Carrying value of debt exchanged


134,341Maximum future cash principal payments for 14% senior notes issued


(48,180
)Maximum future cash interest payments for 14% senior notes issued


(33,726
)Cash payments for amount of debt exchanged


(9,636
)Direct expenses of exchange transaction


(3,674
)Aggregate gain from exchange transaction

$
39,125Aggregate gain per shareBasic and Diluted

$
0.45


As
a result of these transactions, the Company reduced overall debt by approximately $146.7 million aggregate principal amount ($113.8 million aggregate accreted value) and
annual cash interest requirements by approximately $9.7 million in 2005 and approximately $19.3 million beginning in 2006, providing cumulative savings of approximately
$243.0 million.

F-26

---

The
14% Senior Notes have substantially the same terms as the 14% Subordinated Notes, except they rank senior in right of payment to the 14% Subordinated Notes, they mature on
May 15, 2010, thirty days after the maturity of the 14% Subordinated Notes, and they are not subject to the blocking rights of Operating Company's senior lenders in the event of default with
respect to the debt under Operating Company's senior secured credit facility. Like the 14% Subordinated Notes, the 14% Senior Notes will accrete in value until April 15, 2005 and interest
thereon will become payable semiannually beginning on October 15, 2005. The 14% Senior Notes are redeemable on or after April 15, 2005 and are governed by an indenture substantially the
same as the indenture governing the 14% Subordinated Notes, except that the indenture for the 14% Senior Notes contains, among other things, a "basket" permitting up to $10 million of
restricted payments.

The
14% Series B Senior Notes rank pari passu in right of payment to the 14% Senior Notes and senior to the 14% Subordinated Notes and contain customary covenants and terms. The
14% Series B Senior Notes mature in 2008 and, like the 14% Senior Notes, are not subject to the blocking rights of Operating Company's senior lenders in the event of default with respect to the
debt under Operating Company's senior secured credit facility. Like the 14% Subordinated Notes and 14% Senior Notes, the 14% Series B Senior Notes will accrete in value until April 15,
2005 and interest thereon will become payable semiannually beginning on October 15, 2005. The 14% Series B Senior Notes are redeemable.

UbiquiTel
has fully and unconditionally guaranteed Operating Company's obligations under the 14% Subordinated Notes, the 14% Senior Notes and the 14% Series B Senior Notes.
UbiquiTel has no independent assets or operations separate from its investment in Operating Company.

The
Company presently is in compliance with all financial and operational covenants associated with the 14% Subordinated Notes, the 14% Senior Notes and the 14% Series B Senior
Notes.

Additionally,
in a series of transactions during 2003, Operating Company received cash proceeds of approximately $1.3 million, of which $1.1 million were used by Operating
Company to fund open market purchases of $6.9 million aggregate principal amount ($5.3 million aggregate accreted value) of 14% Subordinated Notes, and Operating Company issued
approximately $1.7 million aggregate principal amount of additional 14% Series B Senior Notes. Under these private placement sales, the Company issued detachable warrants to purchase up
to approximately 1.3 million shares of UbiquiTel's common stock at an exercise price of $0.01 per share. Three directors of UbiquiTel or their affiliates participated in the private placement
sales for aggregate consideration of approximately $0.4 million, and were issued
approximately $0.6 million aggregate principal amount of 14% Series B Senior Notes and approximately 0.4 million detachable warrants. In connection with these transactions, the
Company wrote off approximately $0.1 million in deferred financing fees and $0.3 million in unamortized debt discount for detachable warrants related to the original issuance of the 14%
Subordinated Notes, which reduced the gain resulting from the open market purchases. The Company recorded a gain of approximately $3.9 million during 2003. During 2003, the holders exercised
all of the warrants issued in connection with the issuance of the 14% Series B Senior Notes, and UbiquiTel issued 10,913,607 shares of its common stock in the aggregate upon the exercises.

The
Company may from time to time purchase outstanding 14% Subordinated Notes and 14% Senior Notes in the open market, in privately negotiated transactions or otherwise in
accordance with its debt instruments and applicable law.

No
related income tax effect is reflected on the gain from the private placement exchange or the open market purchases, as the Company expects to utilize a portion of its net operating
loss carryforwards to offset any resulting taxable income. Prior to the exchange, the net operating loss

F-27

---

carryforwards
expected to be utilized had a corresponding valuation allowance applied to reduce their carrying value to zero.

Aggregate
minimum annual principal payments due on all issues of long-term debt for the next five years at December 31, 2003 and thereafter are as follows:

Years Ending December 31,

(In Thousands)2004

$
8,2092005


14,3042006


50,6972007


57,1682008


115,414Thereafter


150,817Total future long-term debt payments

$
396,609


8.     STOCKHOLDERS' EQUITY

Common Stock

The holders of common stock are entitled to one vote for each share held of record on all matters submitted to a vote of shareholders and do not have any
cumulative voting rights. Subject to the rights of the holders of any series of preferred stock, holders of common stock are entitled to receive ratably such dividends as may be declared by the board
of directors out of funds legally available therefor. Holders of shares of common stock have no preemptive, conversion, redemption, subscription or similar rights. If the Company liquidates, dissolves
or winds up, the holders of shares of common stock are entitled to share ratably in the assets which are legally available for distribution, if any, remaining after the payment or provision for the
payment of all debts and other liabilities and the payment and setting aside for payment of any preferential amount due to the holders of shares of any series of preferred stock.

Warrants

At December 31, 2003, the Company had outstanding warrants to purchase an aggregate of 3,665,183 shares of common stock, including warrants to purchase
3,579,000 shares issued in connection with the 14% Subordinated Notes. These warrants, which were detachable, have been exercisable at any time after April 15, 2001 at $11.37 per share and have
a ten-year life. Warrants to purchase 86,183 shares of common stock at an exercise price of $8.00 per share were issued to Credit Suisse First Boston Corporation in connection with the 14%
Subordinated Notes offering and have been exercisable since June 13, 2001 and expire June 12, 2005.

Warrants
to purchase 1,148,804 shares of common stock exercisable at $0.005 per share were issued to Paribas in connection with a 1999 credit facility agreement. Paribas exercised these
warrants in May 2001 on a cashless basis and received 1,147,861 shares of common stock (net of 943 shares surrendered as payment of the exercise price). The Company's accounting for the
warrants issued to Paribas was, at the time of issuance, based on the fair market value of the warrants of approximately $0.6 million and was determined by using the Black-Scholes model with
the following assumptions: risk free interest rate of 6.4%, expected dividend yield of 0%, expected life of five years and expected volatility of 70%.

F-28

---

In
connection with the private placement issuances of 14% Series B Senior Notes in 2003 discussed in Note 7, the Company issued detachable warrants to purchase
approximately 10.9 million shares of common stock at an exercise price of $0.01 per share, all of which were exercised for cash during 2003.

9.     STOCK-BASED COMPENSATION

Employee Stock Purchase Plan

The Company commenced an Employee Stock Purchase Plan (the "ESP Plan") on April 15, 2002. Under the terms of the ESP Plan, during any calendar year there
were four quarterly offering periods beginning January 1st, April 1st, July 1st and October 1st, during which
eligible employees could participate. The purchase price is the lower of 85% of the fair market value of the common stock on the first trading day of the offering period or 85% of the fair market
value of the common stock on the last trading day of the offering period. The Company issued 315,383 shares of common stock at an average per share price of approximately $0.35 in 2002 and 158,686
shares of common stock at a per share price of $0.204 in 2003.

On
October 29, 2002, UbiquiTel's board of directors approved amendments to the ESP Plan, which among other items, authorized the suspension of the ESP Plan, which suspension
became effective with the offering period beginning January 1, 2003. The ESP Plan was resumed effective January 1, 2004.

Stock Option Plan

On November 29, 1999, the Company entered into an employment agreement with its chief executive officer. Under the employment agreement, the Company
granted non-qualified options for 2,550,000 shares of common stock at a purchase price of $0.50 per share which the Company believes was the fair market value of the stock at that time.
The options vested in three equal installments over a period of three years.

In
January 2000, the board of directors and shareholders of the Company approved the 2000 Equity Incentive Plan. In 2001, the Company's board of directors and shareholders
approved the Amended and Restated 2000 Equity Incentive Plan (the "Equity Incentive Plan"). The purpose of the Equity Incentive Plan is to attract, retain and reward key employees, consultants and
non-employee directors. A committee consisting of non-employee members from the board of directors administers the Equity Incentive Plan. The committee may grant stock options,
stock appreciation rights and other equity-based awards to eligible persons, as defined in the Equity Incentive Plan, including directors. The Equity Incentive Plan authorizes up to 7,500,000 shares
of common stock for issuance and does not include awards paid in cash. Stock options are normally granted with an exercise price equal to the fair value of the common stock on the date of grant.

In
January 2000, the Company issued 260,000 options with an exercise price that was approximately $7.50 less per share than the fair market value of the common stock on the date
of grant. The Company recognized compensation expense over the 48-month vesting period for these options. The deferred compensation expense was fully amortized as of December 31,
2003. During the years ended December 31, 2003, 2002 and 2001, the Company amortized $0.2 million, $0.4 million and $0.4 million of this expense, respectively.

In
May 2002, the Company modified 1,220,800 options previously issued to employees and board members to reduce the exercise price to $4.00, which was approximately $2.14 above the
fair market value on the date of modification. The modification results in variable accounting for these options

F-29

---

until
exercised, forfeited or they expire unexercised; however, no compensation expense has been recorded as the fair market value of the Company's stock has not exceeded the modified exercise price
in any period since modification.

The
following is a summary of the options granted and outstanding at December 31, 2003, 2002 and 2001, respectively:

|                                                           |           | December 31, 2003 |           | December 31, 2002 |      | December 31, 2001
|---------------------------------------------------------- | --------- | ----------------- | --------- | ----------------- | ---- | -----------------
|
|Outstanding at beginning of year                           |           | 5,335,800         |           | $                 | 1.57 |                  
|                                                           | Granted   |                   | 1,512,500 |                   |      | 1.51             
|                                                           | Exercised |                   | (75,000   | )                 |      | 0.50             
|                                                           | Forfeited |                   | (135,425  | )                 |      | 2.54             
|                                                           |           |                   |           |                   |      |                  
|Outstanding at end of year                                 |           | 6,637,875         |           | $                 | 1.55 |                  
|                                                           |           |                   |           |                   |      |                  
|Options exercisable at end of year                         |           | 4,238,934         |           | $                 | 1.36 |                  
|Weighted average fair value of options granted during year |           |                   |           | $                 | 1.04 |                  

The
following table summarizes information about stock options outstanding at December 31, 2003:

|Range of Exercise Prices |  | Options
Outstanding at
December 31, 2003 |  | Weighted-Average
Exercise Price |      | Weighted-Average
Remaining
Contractual Life |           | Options
Exercisable at
December 31, 2003 |           | Weighted-Average
Exercise Price
|------------------------ |  | ---------------------------------------- |  | ------------------------------- | ---- | ------------------------------------------- | --------- | ---------------------------------------- | --------- | -------------------------------
|$0.50 - $0.62            |  | 3,030,000                                |  | $                               | 0.50 |                                             | 5.8 years |                                          | 2,993,750 |                                
|$1.14 - $1.86            |  | 2,390,200                                |  |                                 | 1.63 |                                             | 9.1 years |                                          | 315,625   |                                
|$4.00                    |  | 1,217,675                                |  |                                 | 4.00 |                                             | 6.8 years |                                          | 929,559   |                                

10.   INCOME TAXES

The income tax expense of approximately $766,000 for the year ended December 31, 2003 is comprised of deferred income tax expense of $793,000, net of an
income tax refund of approximately $27,000. The increase in deferred income tax liabilities resulted from an income tax deduction for amortization of goodwill, which is not amortizable to expense for
financial reporting purposes. As goodwill can only be reduced and charged against accounting income if an impairment of goodwill exists or if the related business were to be disposed of, the reversal
of this deferred income tax liability cannot be expected to occur in a similar period to deferred tax assets. The income tax expense for the year ended December 31, 2002 is comprised of a
deferred income tax benefit of approximately $3.1 million and a current federal income tax benefit of approximately $8.8 million resulting from our ability to carry back 2002 net
operating losses from our former wholly owned VIA Holding subsidiary to realize a federal income tax refund.

As
of December 31, 2003, the Company had consolidated net operating loss carryforwards for federal and state income tax purposes totaling approximately $186.0 million,
which will carry forward to future years. The net operating loss carryforwards will begin to expire in 2020 and may be limited due to changes in ownership in accordance with Internal Revenue Service
guidelines.

F-30

---

Income
tax expense (benefit) for the years ended December 31, 2003, 2002 and 2001 differed from the amount computed by applying the statutory federal income tax rate of 34% to the
loss recorded as a result of the following:

|                                                                  |  | Year Ended December 31, |       
|----------------------------------------------------------------- |  | ----------------------- | ------
|
|
|Computed "expected" tax (benefit) expense                         |  | $                       | (2,450
|State tax benefit, net of federal benefit                         |  |                         | (2,308
|14% subordinated notes interest                                   |  |                         | 813   
|Change in valuation allowance                                     |  |                         | (668  
|Debt retirements                                                  |  |                         | 5,359 
|Net adjustment for pre-acquisition VIA Wireless income allocation |  |                         |      
|Tax gain on sale of PCS licenses                                  |  |                         |      
|Purchase accounting-VIA Wireless acquisition                      |  |                         |      
|Other                                                             |  |                         | 20    
|                                                                  |  |                         |       
|Total income tax (benefit) expense                                |  | $                       | 766   
|                                                                  |  |                         |       

The
Company's net deferred tax asset consisted of the following amounts of deferred tax assets and liabilities as of December 31, 2003 and 2002:

December 31,2003

2002(In Thousands)Deferred tax assets:Allowance for doubtful accounts

$
1,095

$
1,704Start-up/organizational costs


195


428Non-cash compensation


563


507Deferred activation


2,371


2,572Accumulated amortization


4,620


58114% subordinated notes interest


23,603


24,316Net operating losses


71,449


62,125Deferred gain on sale of towers


2,000


State tax credits


1,409


Other


132


81Total deferred tax assets

$
107,437

$
92,314Deferred tax liabilities:Accumulated depreciation

$
31,074

$
19,611Purchase accounting


42,332


39,036Deferred expenses


2,371


977Goodwill amortization


793


Other





362Total deferred tax liability


76,570


59,986Subtotal


30,867


32,328Valuation allowance


(31,660
)

(32,328
)Net deferred tax asset (liability)

$
(793
)
$
0


F-31

---



As of December 31, 2003 and 2002, the Company's deferred income tax assets exceeded its deferred income tax liabilities. It is expected that deferred
income tax assets will either expire unused or give rise to future tax deductions that will be available to offset the future taxable income arising from the reversal of the deferred income tax
liabilities, except for the liability arising from goodwill amortization. As a result, a full valuation allowance was recorded as of December 31, 2003 and 2002 against all deferred income tax
assets that are not offset by anticipated reversals of deferred income tax liabilities.

11.   COMMITMENTS

Leases

The Company is obligated under operating leases for office space, retail stores, land for radio communications sites, leased space on radio communications sites
and office equipment. The Company recognizes rent expense on a straight-line basis over the life of the lease, which establishes deferred rent on the balance sheet. The Company considers
the lease term to include the renewal periods of any lease that could cause a significant economic detriment to the Company if such lease renewal option is not exercised. Future minimum annual lease
payments under these operating leases for the next five years at December 31, 2003 and thereafter are as follows:

Years ending December 31:

(In Thousands)2004

$
18,1162005


15,9822006


10,0212007


7,7692008


6,005Thereafter


20,146Total future minimum lease payments

$
78,039


Rental
expense for operating leases was approximately $16.9 million, $15.7 million and $12.0 million for the years ended December 31, 2003, 2002 and 2001,
respectively.

Purchase Obligation

In November 2003, Operating Company entered into an agreement with a third party to systematically replace many of the Company's existing minicell base
stations with an equivalent quantity of current generation multi-carrier capable base stations, or modcells. Under this agreement, all existing equipment will be deinstalled and the new equipment will
be installed in the same locations and will include significantly upgraded technology. Operating Company is committed to convert 285 base stations during the years 2004 through 2006 at prices fixed in
the agreement. The minimum annual payments required under this agreement for such years are approximately $2.8 million in 2004, $4.2 million in 2005 and $6.0 million in 2006.

Employment Agreements

In November 2002, the Company entered into a new employment agreement with its chief executive officer. The employment agreement is for a
three-year term and provides for an annual base salary of approximately $231,500, with a guaranteed minimum annual increase of 5% over the next two years. In addition to his base salary,
the chief executive officer is eligible to receive bonuses in such

F-32

---

amounts
and at such times as determined by the disinterested members of the board of directors. The employment agreement provides that the chief executive officer's employment may be terminated by the
Company with or without cause, as defined in the agreement, at any time or by the chief executive officer for any reason at any time upon thirty days' written notice to the Company. If the Company
terminates the employment of the executive without cause, or if the executive terminates employment for good reason, as defined in the agreement, within 30 days of termination (or such other
date mutually agreed to) the Company must pay the executive a single lump sum payment in cash equal to one year's gross salary, plus all outstanding unreimbursed expenses. Following termination for a
period of one year, the Company is required to maintain for the executive health, life insurance, long-term disability, dental and medical programs specified in the employment agreement.
If the Company is required to make such payment within 24 months of a change of control (as defined in the employment agreement) or the executive is terminated without cause or terminates for
good reason (each as defined in the employment agreement) due to, and within six months prior to, a change of control, the executive would be entitled to receive a lump sum cash payment (in lieu of
any other payments), within 30 days of termination, equal to 2.99 times of the executive's annual gross salary and bonus for the year in which the change of control occurs or the immediately
preceding year, whichever is higher. The executive would be entitled to health, life insurance, long-term disability, dental and medical program benefits for him and his family for the
greater of 12 months or the remainder of the term as if his employment had not been terminated.

In
November 2003, the Company entered into employment agreements with two executive officers, including its chief financial officer and its vice president and general counsel. The
employment agreements provide that the executive officer's employment may be terminated by the Company with or without cause, as defined in the agreement, at any time or by the executive officer for
any reason at any time upon thirty days' written notice to the Company. If the Company terminates the employment of the executive officer without cause, or if the executive officer terminates
employment for good reason, as defined in the agreement, within 30 days of termination (or such other date mutually agreed to) the Company must pay the executive officer a single lump sum
payment in cash equal to the total of one year's gross salary and the amount of the executive officer's bonus for the fiscal year preceding the year in which the termination occurs, plus all
outstanding unreimbursed expenses. If the Company is required to make such payment within 24 months of a change of control (as defined in the employment agreement) or the executive officer is
terminated without cause or terminates for good reason (each as defined in the employment agreement) due to, and within six months prior to, a change of control, the executive officer would be
entitled to receive from the Company or the Company's successor-in-interest, as applicable, a lump sum cash payment, within 30 days of termination, equal to two times
the executive officer's gross salary, excluding bonus, for the twelve-month period preceding the date of termination, plus all outstanding unreimbursed expenses, and the executive officer's
outstanding stock options will terminate on the earlier of the date that is three years following the date on which the executive officer's employment is terminated or the termination date in the
applicable stock option agreement. Following a termination by the Company or its successor-in-interest, if applicable, of the executive officer without cause, in connection
with a change of control or otherwise, for a period of one year following termination, the Company is required to maintain for the executive officer health, life insurance, long-term
disability, dental and medical program benefits to which the executive officer is then entitled.

F-33

---

12.   DEFERRED FINANCING COSTS

In March 2000, the Company replaced a 1999 credit facility with the $250.0 million senior secured credit facility. Costs to secure the facility of
approximately $7.1 million were included in deferred financing and are being amortized over the term of the facility.

In
April 2000, the Company issued $300.0 million principal amount of 14% Subordinated Notes, and an amount of $6.3 million was incurred on the issuance.

In
March 2001, the Company increased its senior secured credit facility from $250.0 million to $300.0 million. An amount of approximately $2.8 million was
incurred in connection with the increase in the facility, and is being amortized over the term of the facility.

In
July 2002, the Company amended its senior secured credit facility to modify certain covenants. An amount of approximately $1.2 million was incurred in connection with
the amendment, and is being amortized over the term of the facility.

In
connection with the debt-for-debt exchange in February 2003, the Company wrote off certain deferred financing costs associated with the issuance of the
14% Subordinated Notes and incurred costs which reduced the gain resulting from the exchange. In addition, the Company incurred costs of approximately $0.3 million in connection with the
issuances of 14% Series B Senior Notes in the first and second quarters of 2003.

In
February 2003, the Company amended its senior secured credit facility in connection with its debt-for-debt exchange and incurred financing fees of
approximately $0.6 million which are being amortized over the term of the facility.

In
January 2004, the Company amended its senior secured credit facility to modify certain covenants. An amount of approximately $0.4 million was incurred in connection with
the amendment and will be amortized over the term of the facility.

Amortization
of deferred financing charges amounted to approximately $1.8 million, $1.9 million and $1.5 million for the years ended December 31, 2003, 2002
and 2001, respectively, and was included in interest expense.

If
the offering described in Note 18 (Subsequent Events) is completed, the repayment of the senior secured credit facility in connection with the offering would result in a
write-off of unamortized deferred financing charges, which were approximately $7.2 million as of December 31, 2003. In addition, the redemption of the 14% Series B
Senior Notes in connection with the offering would result in a write-off of unamortized debt issuance costs and unamortized debt discount for detachable warrants, which were approximately
$0.3 million and approximately $3.7 million as of December 31, 2003, respectively.

13.   RELATED PARTY TRANSACTIONS

On September 24, 1999, the Company entered into an agreement with an affiliate of a shareholder, LCC International, Inc., which provided radio base
station network design and optimization and site acquisition services to the Company in connection with the Company's network build-out. For the year ended December 31, 2001, the
Company incurred costs of approximately $13.2 million from LCC for network design and optimization and site acquisition expenses incurred during the year.

F-34

---

On
October 28, 1999, the Company entered into an agreement with a shareholder, SpectraSite Communications Inc., that owns and operates communications towers. For the year
ended December 31, 2001, the Company incurred costs of approximately $16.1 million from SpectraSite for capital expenditures and lease expenses incurred during the year. In addition,
SpectraSite owed the Company approximately $1.2 million as of December 31, 2001. The amount was paid by SpectraSite in 2002.

In
July 2001, the Company's board of directors authorized a $300,000 payment to the former interim chief financial officer, who is a director and a shareholder, for his services
in connection with the VIA Wireless acquisition and related matters, subject to the consummation of the VIA Wireless acquisition. Following the VIA Wireless acquisition in August 2001, the
payment was made during the year ended December 31, 2001.

Credit
Suisse First Boston Corporation, a shareholder and holder of 86,163 warrants to purchase common stock, served as the Company's financial advisor in connection with the VIA
Wireless acquisition. The Company paid CSFB approximately $2.8 million for the financial advisory services in the year ended December 31, 2001.

Effective
February 20, 2002, UbiquiTel's board of directors approved an approximate $2.6 million short-term demand loan to the Company's chief executive
officer. The loan was repaid in full on March 12, 2002 with accrued interest of approximately $7,000.

As
described in Note 7, three directors of UbiquiTel or their affiliates participated in the Company's private placement offerings of 14% Series B Senior Notes and warrants
in the first and second quarters of 2003.

14.   LITIGATION

UbiquiTel is not a party to any pending legal proceedings that management believes would, if adversely determined, individually or in the aggregate, have a
material adverse effect on the Company's financial condition or results of operations.

15.   WHOLLY OWNED OPERATING SUBSIDIARY

UbiquiTel has fully and unconditionally guaranteed Operating Company's obligations under the 14% Subordinated Notes, the 14% Senior Notes and the 14%
Series B Senior Notes (see Note 7). If the offering by Operating Company of $270.0 million in aggregate principal amount of senior notes due 2011 described in Note 18
(Subsequent Events) is completed, UbiquiTel will fully and unconditionally guarantee Operating Company's obligations under its senior notes due 2011. UbiquiTel has no independent assets or operations
separate from its investment in Operating Company. UbiquiTel Leasing Company is a minor subsidiary.

16.   ACQUISITION OF VIA WIRELESS LLC

On February 22, 2001, UbiquiTel entered into a merger agreement for the acquisition of VIA Wireless, a privately-held PCS affiliate of Sprint.
Upon the closing of the merger agreement, as amended and restated, on August 13, 2001, VIA Wireless became a wholly owned subsidiary of UbiquiTel through a series of mergers and related
transactions. In the transaction, shareholders of the members of VIA Wireless and certain employees of VIA Wireless received in the aggregate 16,400,000 shares of UbiquiTel's common stock valued at
approximately $122.0 million, and UbiquiTel assumed approximately $80.1 million of debt and incurred transaction costs of approximately $10.7 million. The

F-35

---

total
purchase price and transaction costs were approximately $212.8 million. On October 17, 2001, UbiquiTel sold the VIA Wireless California PCS licenses for $50.0 million in
cash, resulting in net debt assumed in the acquisition of $30.1 million. VIA Wireless was the exclusive provider of Sprint PCS digital wireless services to the central valley of California.

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

Net tangible assets

$
68,480Sprint PCS management agreement


79,121Subscriber base acquired


13,950California PCS licenses


50,000$
211,551


A
condensed unaudited balance sheet stating the assigned values for each major asset, liability and equity account of VIA Wireless as of the date of acquisition (August 13, 2001)
was as follows (in thousands):

Assets:Cash and cash equivalents

$
1,734Other current assets


7,180Property, plant and equipment, net


68,480Sprint PCS management agreement


79,121Subscriber base


13,950California PCS licenses


50,000Other long-term assets


4,137Goodwill


27,277$
251,879




Liabilities and unitholders' equity:Accounts payable and accrued liabilities

$
19,625Current portion of long-term debt


1,224Other current liabilities


971Deferred tax liabilities


3,082Long-term debt


94,623Unitholders' equity


132,354$
251,879


As
a result of the acquisition, the Company recorded goodwill of $27.3 million. Goodwill was not amortized after the adoption of SFAS No. 142. The subscriber base acquired
was initially being amortized over 36 months, which represented the estimated average life of a subscriber in that market. Effective April 1, 2002, however, the Company changed the
amortization period to 20 months as a result of an updated estimate of average subscriber life resulting from higher customer turnover in this market. The Sprint PCS management agreement is
being amortized over 18 years, which approximates

F-36

---

the
remaining life of the initial term of the Sprint PCS agreement covering the VIA Wireless service area.

The
acquisition of VIA Wireless has been accounted for as a purchase and accordingly the results of VIA Wireless have been included in the consolidated financial statements of the
Company from the date of acquisition. VIA Wireless was merged into Operating Company in 2003. The following unaudited pro forma financial information assumes the acquisition had occurred as of
January 1, 2001:

Year Ended
December 31, 2001(In Thousands, Except Per Share Data)Total revenues

$
125,323Net loss applicable to common stockholders

$
(134,976
)Net loss per common share, basic and diluted

$
(1.91
)


The
pro forma information is not necessarily indicative of the results that would have been reported had such acquisition actually occurred on the date specified, nor is it intended to
project the Company's results of operations or financial position for any future period.

17.   SUPPLEMENTARY FINANCIAL INFORMATION

UbiquiTel's selected quarterly financial results of operations (unaudited) for each quarter in the years ended December 31, 2003 and 2002 were as follows:

Quarter EndedMarch 31,

June 30,

September 30,

December 31,(In Thousands, Except Per Share Amounts)2003Total revenues

$
58,483

$
66,046

$
72,793

$
75,944Operating loss


(12,916
)

(5,468
)

38
(3)

(1,451
)(4)Net income (loss)


16,201
(1)

(8,903
)(2)

(7,005
)

(8,406
)Net income (loss) per share:Basic

$
0.20

$
(0.11
)
$
(0.08
)
$
(0.09
)Diluted

$
0.18

$
(0.11
)
$
(0.08
)
$
(0.09
)2002Total revenues

$
46,085

$
53,604

$
61,006

$
60,110Operating loss


(22,135
)

(23,235
)

(22,059
)

(17,739
)Net loss


(29,745
)

(31,073
)

(30,482
)

(26,086
)Basic and diluted net loss per share

$
(0.37
)
$
(0.38
)
$
(0.38
)
$
(0.32
)


The
sum of the quarterly per share amounts may not equal the annual per share amount due to relative changes in the weighted average number of shares used in the per share computation.

F-37

---

18.   SUBSEQUENT EVENTS

The Company announced on February 13, 2004 that its operating subsidiary, Operating Company, has priced an offering of $270.0 million in aggregate
principal amount of its senior notes due 2011 in a transaction exempt from the registration requirements of the Securities Act of 1933, as amended. The senior notes will be issued at a price of 98.26%
and pay interest semi-annually at an annual rate of 9.875%. If issued, UbiquiTel will fully and unconditionally guarantee Operating Company's obligations under the senior notes due 2011.
Operating Company intends to complete the offering on or about February 23, 2004. No assurance can be given as of the date of the filing of this Annual Report on Form 10-K
that the offering will be completed, and the completion of the offering is subject to customary conditions. If Operating Company completes the offering, the net proceeds will be used to repay and
terminate its senior secured credit facility, including the repayment of $230.0 million in outstanding borrowings plus accrued interest and termination of the $47.7 million
revolving line of credit, to redeem all of its outstanding 14% Series B senior discount notes due 2008 ($14.5 million outstanding principal amount) for approximately $12.5 million
and to purchase $16.0 million principal value of its outstanding 14% senior discount notes due 2010 for $15.2 million.

F-38

---

EXHIBIT INDEX

|Exhibit
Number |  | Description                                                                                                                                                                                                                                                                                                                                                                                               
|-------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|10.45          |  | Eighth Amendment to Credit Agreement dated as of January 23, 2004 among UbiquiTel Inc., UbiquiTel Operating Company, the financial institutions party thereto from time to time and BNP Paribas as agent.                                                                                                                                                                                                 
|10.46          |  | Employment Agreement dated as of November 19, 2003 by and between UbiquiTel Inc. and James J. Volk.                                                                                                                                                                                                                                                                                                       
|10.47          |  | Employment Agreement dated as of November 19, 2003 by and between UbiquiTel Inc. and Patricia E. Knese.                                                                                                                                                                                                                                                                                                   
|21.1           |  | Subsidiaries of UbiquiTel Inc.                                                                                                                                                                                                                                                                                                                                                                            
|23.1           |  | Consent of PricewaterhouseCoopers LLP relating to UbiquiTel Inc.'s Registration Statements on Form S-3 (Registration No. 333-39956), Form S-3 (Registration No. 333-68082), Form S-8 (Registration
No. 333-70148), Form S-8 (Registration No. 333-84852) and Form S-3 (Registration No. 333-104705) and to UbiquiTel Operating Company's Registration Statement on Form S-3 (Registration No. 333-106418).
|24.1           |  | Powers of Attorney (included on signature pages).                                                                                                                                                                                                                                                                                                                                                         
|31.1           |  | Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                        
|31.2           |  | Certification Pursuant to Item 601(b)(31) of Regulation S-K, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                                                                                                                                                                                                                                                        
|32.1           |  | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 9.06 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Item 601(b)(32) of Regulation S-K).                                                                                                                                                                                                                        
|32.2           |  | Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 9.06 of the Sarbanes-Oxley Act of 2002 (furnished pursuant to Item 601(b)(32) of Regulation S-K).                                                                                                                                                                                                                        

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