##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549


Form 10-Q

(Mark One)

|    |  |                                                                                        
|--- |  | ---------------------------------------------------------------------------------------
|[X] |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|    |  | FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2003                                          

or

|     |  |                                                                                         
|---- |  | ----------------------------------------------------------------------------------------
|[  ] |  | 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 000-28160

WESTERN WIRELESS CORPORATION




(Exact name of registrant as specified in its charter)


|                                                               |  |                                  
|-------------------------------------------------------------- |  | ---------------------------------
|Washington                                                     |  | 91-1638901                       
|                                                               |  |                                  
|(State or other jurisdiction of incorporation or organization) |  | (IRS Employer Identification No.)
|                                                               |  |                                  
|3650
131st Avenue S.E.
Bellevue, Washington                    |  | 98006                            
|                                                               |  |                                  
|(Address of principal executive offices)                       |  | (Zip Code)                       

(425) 586-8700

(Registrants telephone number, including area code)




---

(Former name, former address and former fiscal year, if changed since last report.)


Indicate by check mark whether the registrant (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 the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X]    No  [   ]

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

Indicate the number of shares outstanding of each of the issuers classes
of common stock, as of the latest practicable date.

|                                   |  |                                      |  | 
|---------------------------------- |  | ------------------------------------ |  | 
|Title                              |  | Shares
Outstanding as of May 9, 2003
|                                   |  |                                     
|Class A Common Stock, no par value |  | 72,430,605                          
|Class B Common Stock, no par value |  | 6,799,724                           

1



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TABLE OF CONTENTS



|                               |                                                                                               |                                                                        |  |  |  |  |  | 
|------------------------------ | --------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------- |  |  |  |  |  | 
|PART I - FINANCIAL INFORMATION
|                               | Item 1. Financial Statements                                                                 
|                               |                                                                                               | Condensed Consolidated Balance Sheets                                 
|                               |                                                                                               | Condensed Consolidated Statements of Operations and Comprehensive Loss
|                               |                                                                                               | Condensed Consolidated Statements of Cash Flows                       
|                               |                                                                                               | Notes to Condensed Consolidated Financial Statements                  
|                               | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                               | Item 3. Quantitative and Qualitative Disclosures about Market Risk                           
|                               | Item 4. Controls and Procedures                                                              
|PART II  OTHER INFORMATION   
|                               | Item 1. Legal Proceedings                                                                    
|                               | Item 2. Changes in Securities                                                                
|                               | Item 3. Defaults upon Senior Securities                                                      
|                               | Item 4. Submission of Matters to a Vote of Security Holders                                  
|                               | Item 5. Other Information                                                                    
|                               | Item 6. Exhibits and Reports On Form 8-K                                                     
|SIGNATURES                    
|CERTIFICATIONS                
|EXHIBIT INDEX                 
|EXHIBIT 99.1                  
|EXHIBIT 99.2                  



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##### Table of Contents



Western Wireless Corporation
Form 10-Q
For the Quarterly Period Ended March 31, 2003

Table of Contents

|                               |  |                                                                                               |  |                                                                                                                                     |  |     
|------------------------------ |  | --------------------------------------------------------------------------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                               |  |                                                                                               |  |                                                                                                                                     |  | Page
|                               |  |                                                                                               |  |                                                                                                                                     |  |     
|PART
I - FINANCIAL INFORMATION |  |                                                                                              
|                               |  | Item 1. Financial Statements                                                                  |  |                                                                                                                                    
|                               |  |                                                                                               |  | Condensed Consolidated Balance Sheets
as of March 31, 2003 and December 31, 2002                                                    |  | 3   
|                               |  |                                                                                               |  | Condensed Consolidated Statements of Operations and Comprehensive Loss
for the Three Months Ended March 31, 2003 and March 31, 2002 |  | 4   
|                               |  |                                                                                               |  | Condensed Consolidated Statements of Cash Flows
for the Three Months Ended March 31, 2003 and March 31, 2002                        |  | 5   
|                               |  |                                                                                               |  | Notes to Condensed Consolidated Financial Statements                                                                                |  | 6   
|                               |  | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations |  | 13                                                                                                                                 
|                               |  | Item 3. Quantitative and Qualitative Disclosures About Market Risk                            |  | 23                                                                                                                                 
|                               |  | Item 4. Controls and Procedures                                                               |  | 25                                                                                                                                 
|PART II-OTHER INFORMATION      |  |                                                                                              
|                               |  | Item 1. Legal Proceedings                                                                     |  | 26                                                                                                                                 
|                               |  | Item 2. Changes in Securities and Use of Proceeds                                             |  | 26                                                                                                                                 
|                               |  | Item 3. Defaults Upon Senior Securities                                                       |  | 26                                                                                                                                 
|                               |  | Item 4. Submission of Matters to a Vote of Security Holders                                   |  | 26                                                                                                                                 
|                               |  | Item 5. Other Information                                                                     |  | 26                                                                                                                                 
|                               |  | Item 6.
Exhibits and Reports on Form 8-K                                                      |  | 26                                                                                                                                 
|                               |  | Signatures                                                                                    |  | 27                                                                                                                                 
|                               |  | Certifications                                                                                |  | 28                                                                                                                                 
|                               |  | Exhibit Index                                                                                 |  | 30                                                                                                                                 

2



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WESTERN WIRELESS CORPORATION
Condensed Consolidated Balance Sheets(Dollars in thousands)

|                                                                                                                  |                                                                                                  |                                                                                |                              |                                        |         |             |           |              |         |           |   | 
|----------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------ | ---------------------------- | -------------------------------------- | ------- | ----------- | --------- | ------------ | ------- | --------- | - | 
|                                                                                                                  |                                                                                                  |                                                                                |                              |                                        |         | March 31,   |           | December 31,
|                                                                                                                  |                                                                                                  |                                                                                |                              |                                        |         | 2003        |           | 2002        
|                                                                                                                  |                                                                                                  |                                                                                |                              |                                        |         |             |           |             
|                                                                                                                  |                                                                                                  |                                                                                |                              |                                        |         | (Unaudited) |           |              |         |          
|                                                                                                                  |                                                                                                  |                                                                                |                              | ASSETS                                 |         |             |           |              |         |           |   | 
|Current assets:                                                                                                   |                                                                                                  |                                                                                |                              |                                        |         |             |           |             
|                                                                                                                  | Cash and cash equivalents                                                                        |                                                                                | $                            | 76,931                                 |         |             | $         | 62,429       |        
|                                                                                                                  | Accounts receivable, net of allowance for doubtful accounts
of $23,919 and $22,059, respectively |                                                                                |                              | 173,720                                |         |             |           | 159,976      |        
|                                                                                                                  | Inventory                                                                                        |                                                                                |                              | 23,687                                 |         |             |           | 24,461       |        
|                                                                                                                  | Marketable securities                                                                            |                                                                                |                              | 9,595                                  |         |             |           | 10,270       |        
|                                                                                                                  | Prepaid expenses and other current assets                                                        |                                                                                |                              | 35,759                                 |         |             |           | 43,078       |        
|                                                                                                                  |                                                                                                  |                                                                                |                              |                                        |         |             |           |             
|                                                                                                                  |                                                                                                  |                                                                                | Total current assets         |                                        |         | 319,692     |           |              |         | 300,214   |  
|Property and equipment, net of accumulated depreciation
of $802,437 and $739,437, respectively                    |                                                                                                  |                                                                                | 841,291                      |                                        |         |             | 855,595   |             
|Licensing costs and other intangible assets, net of accumulated
amortization of $26,334 and $23,838, respectively |                                                                                                  |                                                                                | 1,153,308                    |                                        |         |             | 1,163,399 |             
|Investments in and advances to unconsolidated affiliates                                                          |                                                                                                  |                                                                                | 36,513                       |                                        |         |             | 41,284    |             
|Other assets                                                                                                      |                                                                                                  |                                                                                | 40,289                       |                                        |         |             | 38,484    |             
|                                                                                                                  |                                                                                                  |                                                                                |                              |                                        |         |             |           |             
|                                                                                                                  |                                                                                                  | $                                                                              | 2,391,093                    |                                        |         | $           | 2,398,976 |             
|                                                                                                                  |                                                                                                  |                                                                                |                              |                                        |         |             |           |             
|                                                                                                                  |                                                                                                  |                                                                                |                              | LIABILITIES AND NET CAPITAL DEFICIENCY |         |             |           |              |         |           |   | 
|Current liabilities:                                                                                              |                                                                                                  |                                                                                |                              |                                        |         |             |           |             
|                                                                                                                  | Accounts payable                                                                                 |                                                                                | $                            | 64,825                                 |         |             | $         | 59,363       |        
|                                                                                                                  | Accrued liabilities and other                                                                    |                                                                                |                              | 189,110                                |         |             |           | 185,920      |        
|                                                                                                                  | Construction accounts payable                                                                    |                                                                                |                              | 24,501                                 |         |             |           | 30,543       |        
|                                                                                                                  | Current portion of long-term debt                                                                |                                                                                |                              | 155,874                                |         |             |           | 144,196      |        
|                                                                                                                  |                                                                                                  |                                                                                |                              |                                        |         |             |           |              |        
|                                                                                                                  |                                                                                                  |                                                                                | Total current liabilities    |                                        |         | 434,310     |           |              |         | 420,022   |  
|Long-term debt, less current portion                                                                              |                                                                                                  |                                                                                | 2,317,227                    |                                        |         |             | 2,321,955 |             
|Deferred income taxes                                                                                             |                                                                                                  |                                                                                | 124,496                      |                                        |         |             | 120,687   |             
|                                                                                                                  |                                                                                                  |                                                                                |                              |                                        |         |             |           |             
|                                                                                                                  |                                                                                                  |                                                                                | Total liabilities            |                                        |         | 2,876,033   |           |              |         | 2,862,664 |  
|                                                                                                                  |                                                                                                  |                                                                                |                              |                                        |         |             |           |             
|Minority interests in consolidated subsidiaries                                                                   |                                                                                                  |                                                                                | 21,030                       |                                        |         |             | 22,749    |             
|                                                                                                                  |                                                                                                  |                                                                                |                              |                                        |         |             |           |             
|Commitments and contingencies (Note 4)                                                                            |                                                                                                  |                                                                                |                              |                                        |         |             |           |             
|Net capital deficiency:                                                                                           |                                                                                                  |                                                                                |                              |                                        |         |             |           |             
|                                                                                                                  | Preferred stock, no par value, 50,000,000 shares authorized;
no shares issued and outstanding    |                                                                                |                              |                                        |         |             |           |              |        
|                                                                                                                  | Common stock, no par value, 300,000,000 shares authorized;                                       |                                                                                |                              |                                        |         |             |           |              |        
|                                                                                                                  |                                                                                                  | Class A, 72,430,605 and 72,229,605 shares issued
and outstanding, respectively |                              |                                        |         |             |           |              |         |          
|                                                                                                                  |                                                                                                  | Class B, 6,799,724 and 6,774,724 shares issued
and outstanding, respectively   |                              |                                        | 670,161 |             |           |              | 669,072 |          
|                                                                                                                  | Deferred compensation                                                                            |                                                                                |                              | (10                                    | )       |             |           | (39          | )      
|                                                                                                                  | Accumulated other comprehensive loss                                                             |                                                                                |                              | (25,603                                | )       |             |           | (26,513      | )      
|                                                                                                                  | Deficit                                                                                          |                                                                                |                              | (1,150,518                             | )       |             |           | (1,128,957   | )      
|                                                                                                                  |                                                                                                  |                                                                                |                              |                                        |         |             |           |             
|                                                                                                                  |                                                                                                  |                                                                                | Total net capital deficiency |                                        |         | (505,970    | )         |              |         | (486,437  | )
|                                                                                                                  |                                                                                                  |                                                                                |                              |                                        |         |             |           |             
|                                                                                                                  |                                                                                                  | $                                                                              | 2,391,093                    |                                        |         | $           | 2,398,976 |             
|                                                                                                                  |                                                                                                  |                                                                                |                              |                                        |         |             |           |             

See accompanying notes to condensed consolidated financial statements.

3



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WESTERN WIRELESS CORPORATION
Condensed Consolidated Statements of Operations and Comprehensive Loss(Dollars in thousands, except per share data)
(Unaudited)

|                                                                  |                                                                      |                             |                     |         |                              |      |            |          |          |        |  
|----------------------------------------------------------------- | -------------------------------------------------------------------- | --------------------------- | ------------------- | ------- | ---------------------------- | ---- | ---------- | -------- | -------- | ------ | -
|                                                                  |                                                                      |                             |                     |         | Three months ended March 31,
|                                                                  |                                                                      |                             |                     |         |                             
|                                                                  |                                                                      |                             |                     |         | 2003                         |      | 2002      
|                                                                  |                                                                      |                             |                     |         |                              |      |           
|Revenues:                                                         |                                                                      |                             |                     |         |                              |      |            |         
|                                                                  | Subscriber revenues                                                  |                             | $                   | 233,324 |                              |      | $          | 193,194  |         
|                                                                  | Roamer revenues                                                      |                             |                     | 62,078  |                              |      |            | 60,863   |         
|                                                                  | Fixed line revenues                                                  |                             |                     | 15,051  |                              |      |            | 13,616   |         
|                                                                  | Equipment sales                                                      |                             |                     | 13,043  |                              |      |            | 13,669   |         
|                                                                  | Other revenues                                                       |                             |                     | 3,678   |                              |      |            | 3,084    |         
|                                                                  |                                                                      |                             |                     |         |                              |      |            |         
|                                                                  |                                                                      | Total revenues              |                     |         | 327,174                      |      |            |          | 284,426  |       
|                                                                  |                                                                      |                             |                     |         |                              |      |            |         
|Operating expenses:                                               |                                                                      |                             |                     |         |                              |      |            |         
|                                                                  | Cost of service (exclusive of depreciation included below)           |                             |                     | 94,635  |                              |      |            | 87,748   |         
|                                                                  | Cost of equipment sales                                              |                             |                     | 32,661  |                              |      |            | 26,243   |         
|                                                                  | General and administrative                                           |                             |                     | 58,105  |                              |      |            | 59,102   |         
|                                                                  | Sales and marketing                                                  |                             |                     | 47,464  |                              |      |            | 39,111   |         
|                                                                  | Depreciation and amortization                                        |                             |                     | 65,572  |                              |      |            | 60,439   |         
|                                                                  | Asset dispositions                                                   |                             |                     | 7,640   |                              |      |            |          |         
|                                                                  |                                                                      |                             |                     |         |                              |      |            |         
|                                                                  |                                                                      | Total operating expenses    |                     |         | 306,077                      |      |            |          | 272,643  |       
|                                                                  |                                                                      |                             |                     |         |                              |      |            |         
|Other income (expense):                                           |                                                                      |                             |                     |         |                              |      |            |         
|                                                                  | Interest and financing expense, net                                  |                             |                     | (38,479 | )                            |      |            | (39,007  | )       
|                                                                  | Equity in net income (loss) of unconsolidated affiliates,
net of tax |                             |                     | (1,057  | )                            |      |            | 1,647    |         
|                                                                  | Other, net                                                           |                             |                     | (1,024  | )                            |      |            | 4,165    |         
|                                                                  |                                                                      |                             |                     |         |                              |      |            |         
|                                                                  |                                                                      | Total other expense         |                     |         | (40,560                      | )    |            |          | (33,195  | )     
|                                                                  |                                                                      |                             |                     |         |                              |      |            |         
|Minority interests in net loss of consolidated subsidiaries       |                                                                      |                             | 2,392               |         |                              |      | 3,235      |         
|                                                                  |                                                                      |                             |                     |         |                              |      |            |         
|Loss from continuing operations before provision for income taxes |                                                                      |                             | (17,071             | )       |                              |      | (18,177    | )       
|Provision for income taxes                                        |                                                                      |                             | (4,490              | )       |                              |      | (103,933   | )       
|                                                                  |                                                                      |                             |                     |         |                              |      |            |         
|Loss from continuing operations                                   |                                                                      |                             | (21,561             | )       |                              |      | (122,110   | )       
|Discontinued operations                                           |                                                                      |                             |                     |         |                              |      | 1,462      |         
|                                                                  |                                                                      |                             |                     |         |                              |      |            |         
|                                                                  |                                                                      | Net loss                    |                     | $       | (21,561                      | )    |            | $        | (120,648 | )     
|                                                                  |                                                                      |                             |                     |         |                              |      |            |         
|Basic and diluted loss per share:                                 |                                                                      |                             |                     |         |                              |      |            |         
|                                                                  | Continuing operations                                                |                             | $                   | (0.27   | )                            |      | $          | (1.55    | )       
|                                                                  | Discontinued operations                                              |                             |                     |         |                              |      |            | 0.02     |         
|                                                                  |                                                                      |                             |                     |         |                              |      |            |         
|Basic and diluted loss per share                                  |                                                                      | $                           | (0.27               | )       |                              | $    | (1.53      | )       
|                                                                  |                                                                      |                             |                     |         |                              |      |            |         
|Basic and diluted weighted average shares outstanding             |                                                                      |                             | 79,185,000          |         |                              |      | 78,910,000 |         
|                                                                  |                                                                      |                             |                     |         |                              |      |            |         
|Comprehensive loss:                                               |                                                                      |                             |                     |         |                              |      |            |         
|                                                                  | Net loss                                                             |                             | $                   | (21,561 | )                            |      | $          | (120,648 | )       
|                                                                  | Unrealized loss on marketable securities:                            |                             |                     |         |                              |      |            |          |         
|                                                                  |                                                                      | Reclassification adjustment |                     |         | 76                           |      |            |          |          |       
|                                                                  |                                                                      | Unrealized holding loss     |                     |         | (534                         | )    |            |          | (1,096   | )     
|                                                                  |                                                                      |                             |                     |         |                              |      |            |         
|                                                                  |                                                                      |                             | Net unrealized loss |         |                              | (458 | )          |          |          | (1,096 | )
|                                                                  |                                                                      |                             |                     |         |                              |      |            |         
|                                                                  | Foreign currency translation                                         |                             |                     | 51      |                              |      |            | (4,509   | )       
|                                                                  | Unrealized gain on hedges                                            |                             |                     | 1,317   |                              |      |            | 2,093    |         
|                                                                  |                                                                      |                             |                     |         |                              |      |            |         
|Total comprehensive loss                                          |                                                                      | $                           | (20,651             | )       |                              | $    | (124,160   | )       
|                                                                  |                                                                      |                             |                     |         |                              |      |            |         

See accompanying notes to condensed consolidated financial statements.

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WESTERN WIRELESS CORPORATION
Condensed Consolidated Statements of Cash Flows(Dollars in thousands)
(Unaudited)

|                                            |                                                                                 |                                                             |        |                              |         |      |        |          |         |  
|------------------------------------------- | ------------------------------------------------------------------------------- | ----------------------------------------------------------- | ------ | ---------------------------- | ------- | ---- | ------ | -------- | ------- | -
|                                            |                                                                                 |                                                             |        | Three months ended March 31,
|                                            |                                                                                 |                                                             |        |                             
|                                            |                                                                                 |                                                             |        | 2003                         |         | 2002
|                                            |                                                                                 |                                                             |        |                              |         |     
|Operating activities:                       |                                                                                 |                                                             |        |                              |         |      |        |         
|                                            | Net loss                                                                        |                                                             | $      | (21,561                      | )       |      | $      | (120,648 | )      
|                                            | Adjustments to reconcile net loss to net cash
provided by operating activities: |                                                             |        |                              |         |      |        |          |        
|                                            |                                                                                 | Discontinued operations                                     |        |                              |         |      |        |          | (1,462  | )
|                                            |                                                                                 | Depreciation and amortization                               |        |                              | 66,459  |      |        |          | 61,696  |  
|                                            |                                                                                 | Deferred income taxes                                       |        |                              | 3,809   |      |        |          | 103,540 |  
|                                            |                                                                                 | Asset dispositions                                          |        |                              | 7,640   |      |        |          |         |  
|                                            |                                                                                 | Equity in net (income) loss of unconsolidated affiliates    |        |                              | 1,057   |      |        |          | (1,647  | )
|                                            |                                                                                 | Minority interests in net loss of consolidated subsidiaries |        |                              | (2,392  | )    |        |          | (3,235  | )
|                                            |                                                                                 | Adjustment of interest rate hedges to fair market value     |        |                              | (2,185  | )    |        |          | (5,908  | )
|                                            |                                                                                 | Non-cash interest                                           |        |                              | 2,498   |      |        |          | 1,129   |  
|                                            |                                                                                 | Other, net                                                  |        |                              | 3,130   |      |        |          | 1,222   |  
|                                            |                                                                                 | Changes in operating assets and liabilities                 |        |                              | 8,649   |      |        |          | 10,245  |  
|                                            |                                                                                 |                                                             |        |                              |         |      |        |         
|                                            |                                                                                 | Net cash provided by operating activities                   |        |                              | 67,104  |      |        |          | 44,932  |  
|                                            |                                                                                 |                                                             |        |                              |         |      |        |         
|Investing activities:                       |                                                                                 |                                                             |        |                              |         |      |        |         
|                                            | Purchase of property and equipment                                              |                                                             |        | (51,748                      | )       |      |        | (78,009  | )      
|                                            | Other, net                                                                      |                                                             |        | 2,008                        |         |      |        | (1,392   | )      
|                                            |                                                                                 |                                                             |        |                              |         |      |        |         
|                                            |                                                                                 | Net cash used in investing activities                       |        |                              | (49,740 | )    |        |          | (79,401 | )
|                                            |                                                                                 |                                                             |        |                              |         |      |        |         
|Financing activities:                       |                                                                                 |                                                             |        |                              |         |      |        |         
|                                            | Additions to long-term debt                                                     |                                                             |        | 24,504                       |         |      |        | 58,093   |        
|                                            | Repayment of long-term debt                                                     |                                                             |        | (27,718                      | )       |      |        | (18,998  | )      
|                                            | Other, net                                                                      |                                                             |        | 52                           |         |      |        | 802      |        
|                                            |                                                                                 |                                                             |        |                              |         |      |        |         
|                                            |                                                                                 | Net cash provided by (used in) financing activities         |        |                              | (3,162  | )    |        |          | 39,897  |  
|                                            |                                                                                 |                                                             |        |                              |         |      |        |         
|Effect of exchange rate changes on cash     |                                                                                 |                                                             | 300    |                              |         |      | (716   | )       
|Change in cash and cash equivalents         |                                                                                 |                                                             | 14,502 |                              |         |      | 4,712  |         
|Cash and cash equivalents, beginning period |                                                                                 |                                                             | 62,429 |                              |         |      | 45,083 |         
|                                            |                                                                                 |                                                             |        |                              |         |      |        |         
|Cash and cash equivalents, end of period    |                                                                                 | $                                                           | 76,931 |                              |         | $    | 49,795 |         
|                                            |                                                                                 |                                                             |        |                              |         |      |        |         

See accompanying notes to condensed consolidated financial statements.

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WESTERN WIRELESS CORPORATION
Notes to Condensed Consolidated Financial Statements(Unaudited)



|1. |  | Organization:
|-- |  | -------------

Western Wireless Corporation (Western Wireless, the Company, we,
our and us) provides wireless communications services in the United States
principally through the ownership and operation of cellular systems. We
provide cellular operations primarily in rural areas in 19 western states under
the CellularONE® and Western
Wireless® brand names.

We own approximately 98% of Western Wireless International Holding
Corporation (WWI), which, through consolidated subsidiaries and equity
investments, is a provider of wireless communications services around the
world.

The condensed consolidated financial statements have been prepared
pursuant to the rules and regulations of the Securities and Exchange Commission
(SEC) that permit reduced disclosures for interim periods. The condensed
consolidated balance sheet as of December 31, 2002, has been derived from
audited financial statements. The unaudited interim condensed consolidated
financial statements dated March 31, 2003 and 2002, are presented herein, and
reflect all adjustments, which are, in the opinion of management, necessary for
a fair presentation of the financial position, results of operations and cash
flows for the periods presented. Results of operations for interim periods
presented herein are not necessarily indicative of results of operations for
the entire year. For further information, refer to our annual audited
financial statements and footnotes thereto contained in the Companys Form 10-K
for the year ended December 31, 2002.



|2. |  | Summary of Significant Accounting Policies:
|-- |  | -------------------------------------------

Supplemental Cash Flow Disclosure:

Cash paid for interest was $38.3 million and $38.2 million for the three
months ended March 31, 2003 and 2002, respectively.

Reclassifications:

Certain amounts in prior years financial statements have been
reclassified to conform to the 2003 presentation.

Principles of Consolidation:

The consolidated financial statements include the accounts of the Company,
its wholly-owned subsidiaries and its affiliate investments in which we have a
greater than 50% interest. All affiliate investments in which we have a
non-controlling interest, but have significant influence are accounted for
using the equity method. All significant intercompany accounts and
transactions have been eliminated. As of March 31, 2003, we consolidate six of
WWIs operating entities: Slovenia, Austria, Ireland, Bolivia, Haiti and
Ghana.

U.S. headquarter functions of WWI and majority owned European, South
American and Caribbean consolidated subsidiaries are recorded as of the date of
the financial statements. Our consolidated Ghanaian entity and entities
accounted for using the equity method are presented on a one-quarter lag. We
believe presenting financial information on a one-quarter lag for certain
entities is necessary to provide adequate time to convert the results into
United States generally accepted accounting principles (GAAP) and ensure
quality and accurate information to the users of our financial statements.

Long-Lived Assets:

On January 1, 2003, we adopted Statement of Financial Accounting Standards
(SFAS) No. 143, Accounting for Asset Retirement Obligations (SFAS No.
143). This statement relates to the costs of closing facilities and removing
assets. SFAS No. 143 requires entities to record the fair value of a legal
liability for an asset retirement obligation in the period it is incurred if a
reasonable estimate of fair value can be made. This cost is initially
capitalized and amortized over the remaining life of the underlying asset.
Once the obligation is ultimately settled, any difference between the final
cost and the recorded liability is recognized as a gain or loss on disposition.
For us, an asset retirement obligation includes those costs associated with
removing component equipment that is subject to retirement from cell sites that
reside upon leased property, predominantly concrete footings, as well as
rooftop masts internationally. We believe that the lease terms of our leased
property have potentially indefinite lives based on multiple renewal options,
our ability to renegotiate the lease, and the difficulties in obtaining proper
permitting and zoning of new

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WESTERN WIRELESS CORPORATION
Notes to Condensed Consolidated Financial Statements (continued)(Unaudited)

sites. To date, we have had very few instances of terminating a domestic
or international lease and vacating a site. Our history is limited and does
not represent a sample size large enough from which to extrapolate a
conclusion. Based on these factors, there is not enough history available to
us to reasonably determine the settlement date or the probability of
enforcement by the landlord of the remediation requirement. Therefore, we
cannot assess the amount of a potential asset retirement obligation.
Accordingly, no asset retirement obligation was recorded.

Derivative Financial Instruments:

In February, 2003, we entered into interest rate swaps with a total
notional value of $296 million. The interest rate swaps were entered into as
hedges of the fair value of $100 million of the 10-1/2% Senior Subordinated
Notes due June 2006 (the 2006 Notes) and all of the 10-1/2% Senior
Subordinated Notes due February 2007 (the 2007 Notes). The interest rate
swaps expire on the 2006 and 2007 Notes respective maturity dates. On a
quarterly basis, we will pay a floating rate of interest equal to the three
month LIBOR plus a fixed margin, ranging from 7.45% to 7.75%, and receive
semi-annual fixed rate payments of 10.50% in return. The fair value of the
interest rate swaps was $0.7 million as of March 31, 2003
and is classified
as other long-term debt in our condensed consolidated balance sheet.

The terms of the interest rate swap agreements and the 2006 and 2007 Notes
are such that effectiveness can be measured using the short-cut method defined
in SFAS No. 133, Accounting for Derivative Instruments and Hedging
Activities. These interest rate swap agreements had no impact on results of
operations for the three months ended March 31, 2003.

Loss per Common Share:

Income (loss) per share is calculated using the weighted average number of
shares of outstanding stock during the period. For those periods presented
with net losses, the options outstanding are anti-dilutive, thus basic and
diluted loss per share are equal. Weighted average shares issuable upon the
exercise of stock options, which were not included in the calculation because
they were antidilutive, were 328,100 and 667,100 for the three months ended
March 31, 2003 and 2002, respectively.Stock-based Compensation Plans:

In December 2002, we adopted SFAS No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure (SFAS No. 148), which amends SFAS
No. 123, Accounting for Stock-Based Compensation (SFAS No. 123). As
permitted under SFAS No. 148, we have elected to continue to follow the
intrinsic value method under Accounting Principles Board (APB) No. 25,
Accounting for Stock Issued to Employees, in accounting for our stock-based
compensation plans. The following table illustrates the effect on net loss and
basic and diluted loss per share if we had applied the fair value recognition
provisions of SFAS No. 123 to our stock-based compensation plans:

|                                  |                                                                                                  |  |                              |         |      |  |   |          |  
|--------------------------------- | ------------------------------------------------------------------------------------------------ |  | ---------------------------- | ------- | ---- |  | - | -------- | -
|                                  |                                                                                                  |  | Three months ended March 31,
|                                  |                                                                                                  |  |                             
|                                  |                                                                                                  |  | 2003                         |         | 2002
|                                  |                                                                                                  |  |                              |         |     
|                                  |                                                                                                  |  | (Dollars in thousands,      
|                                  |                                                                                                  |  | except per share data)      
|Net loss:                         |                                                                                                  |  |                              |         |      |  |   |         
|                                  | As reported                                                                                      |  | $                            | (21,561 | )    |  | $ | (120,648 | )
|                                  | Deduct: Stock-based compensation
expense determined under fair
value based method for all awards |  |                              | (1,235  | )    |  |   | (2,057   | )
|                                  |                                                                                                  |  |                              |         |      |  |   |         
|                                  | Pro forma net loss                                                                               |  | $                            | (22,796 | )    |  | $ | (122,705 | )
|                                  |                                                                                                  |  |                              |         |      |  |   |         
|Basic and diluted loss per share: |                                                                                                  |  |                              |         |      |  |   |         
|                                  | As reported                                                                                      |  | $                            | (0.27   | )    |  | $ | (1.53    | )
|                                  |                                                                                                  |  |                              |         |      |  |   |         
|                                  | Pro forma                                                                                        |  | $                            | (0.29   | )    |  | $ | (1.55    | )
|                                  |                                                                                                  |  |                              |         |      |  |   |         

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WESTERN WIRELESS CORPORATION
Notes to Condensed Consolidated Financial Statements (continued)(Unaudited)

The fair value of each option grant is estimated on the date of grant
using the Black-Scholes option-pricing model using the following weighted
average assumptions:

|                                          |  |      |      |      |  |  |      |  
|----------------------------------------- |  | ---- | ---- | ---- |  |  | ---- | -
|                                          |  | 2003 |      | 2002
|                                          |  |      |      |     
|Weighted average risk free interest rates |  |      | 4.1  | %    |  |  | 5.0  | %
|Expected dividend yield                   |  |      | 0.0  | %    |  |  | 0.0  | %
|Expected volatility                       |  |      | 75.0 | %    |  |  | 67.0 | %
|Expected lives (in years)                 |  |      | 7.5  |      |  |  | 7.5  |  

The Black-Scholes option pricing model requires the input of highly
subjective assumptions and does not necessarily provide a reliable measure of
fair value.

Recently Issued Accounting Standards:

In April 2003, the Financial Accounting Standards Board (FASB) issued
SFAS No. 149, Amendment on Statement 133 on Derivative Instruments and Hedging
Activities (SFAS No. 149), which amends and clarifies the accounting
guidance on derivative instruments 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 to
provide more uniform reporting of contracts that are derivatives in their
entirety or that contain embedded derivatives that warrant separate accounting.
SFAS No. 149 is effective for us on a prospective basis for contracts entered
into or modified and for hedging relationships designated for fiscal periods
beginning after June 30, 2003. We are currently evaluating the impact this
statement will have on our future consolidated results.

In January 2003, the FASB issued Financial Interpretation (FIN) No. 46,
Consolidation of Variable Interest Entities (FIN No. 46). The objective of
FIN No. 46 is to improve financial reporting by companies involved with
variable interest entities (VIE). Prior to FIN
No. 46, a company generally
included another entity in its consolidated financial statements only if that
company controlled the entity through voting interests. FIN No. 46 requires a
variable interest entity to be consolidated by a company if that company is
subject to a majority of the risk of loss from the variable interest entitys
activities or is entitled to receive a majority of the entitys residual
returns or both. The consolidation requirements of FIN No. 46 apply
immediately to variable interest entities created after January 31, 2003. The
consolidation requirements apply to currently existing entities in the first
fiscal year or interim period beginning after June 15, 2003. Certain
disclosure requirements apply to all financial statements issued after January
31, 2003 regardless of when the variable interest entity was established. We
have not entered into a transaction since January 2003 that would be considered
a VIE. We are evaluating our existing unconsolidated entities to determine if
FIN No. 46 will have a material impact on our financial statements.

In October 2002, the FASB reached a consensus on Emerging Issues Task
Force (EITF) Issue No. 00-21, Revenue Arrangements with Multiple
Deliverables (EITF No. 00-21). EITF No. 00-21 addresses arrangements with
multiple deliverables specifying how the arrangement consideration should be
measured, whether the arrangement should be divided into separate units of
accounting and how the arrangement should be allocated among the separate units
of accounting. EITF No. 00-21 is applicable to an arrangement in which some,
but not all of its deliverables are within the scope of other existing
higher-level authoritative literature that does not provide guidance with
respect to determining separate units of accounting. EITF No. 00-21 indicates
a need for Staff Accounting Bulletin (SAB) No. 101, Revenue Recognition in
Financial Statements (SAB No. 101), to be modified. EITF No. 00-21 is
effective for revenue arrangements entered into in fiscal periods beginning
after June 15, 2003. We are currently evaluating the impact of this statement,
along with any changes to SAB No. 101, will have on our future consolidated
financial results, but do not believe that its adoption will have a material
impact on our financial position, results of operations or cash flows.

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WESTERN WIRELESS CORPORATION
Notes to Condensed Consolidated Financial Statements (continued)(Unaudited)



|3. |  | Long-Term Debt:
|-- |  | ---------------

|                                        |            |   |                        |           |                   |   |           |           | 
|--------------------------------------- | ---------- | - | ---------------------- | --------- | ----------------- | - | --------- | --------- | 
|                                        |            |   | March 31, 2003         |           | December 31, 2002
|                                        |            |   |                        |           |                  
|                                        |            |   | (Dollars in thousands)
|Credit Facility:                        |            |   |                        |           |                   |   |           |          
|                                        | Revolvers  |   | $                      | 687,500   |                   |   | $         | 700,000   | 
|                                        | Term Loans |   |                        | 1,086,000 |                   |   |           | 1,100,000 | 
|101⁄2% Senior Subordinated Notes Due 2006 |            |   | 187,050                |           |                   |   | 187,050   |          
|101⁄2% Senior Subordinated Notes Due 2007 |            |   | 196,000                |           |                   |   | 196,000   |          
|tele.ring Term Loan                     |            |   | 172,712                |           |                   |   | 151,976   |          
|Slovenian Credit Facility               |            |   | 80,759                 |           |                   |   | 71,391    |          
|Bolivian Bridge Loan                    |            |   | 34,700                 |           |                   |   | 34,700    |          
|Other                                   |            |   | 28,380                 |           |                   |   | 25,034    |          
|                                        |            |   |                        |           |                   |   |           |          
|                                        |            |   | 2,473,101              |           |                   |   | 2,466,151 |          
|Less current portion                    |            |   | (155,874               | )         |                   |   | (144,196  | )        
|                                        |            |   |                        |           |                   |   |           |          
|                                        |            | $ | 2,317,227              |           |                   | $ | 2,321,955 |          
|                                        |            |   |                        |           |                   |   |           |          

Slovenian Credit Facility:

In April 2002, Western Wireless International d.o.o. (Vega) entered into
a credit facility agreement (the Slovenian Credit Facility) with a consortium
of banks to provide funding for the implementation and expansion of Vegas
network in Slovenia. The Slovenian Credit Facility contains certain borrowing
conditions and restrictive covenants, including: minimum subscribers;
population coverage; certain cash flow requirements; minimum contributed
capital; and debt service coverage. Western Wireless International Corporation
(WWIC), a subsidiary of WWI, has guaranteed the Slovenian Credit Facility.
Additionally, WWIC has agreed not to sell or dispose of any majority owned
subsidiary without the approval of the Slovenian lenders. WWI committed to fund an additional $2.9
million in equity to Vega in May 2003 as a result of Vegas revenue shortfalls
during the three months ended March 31, 2003. Subsequent to
March 31, 2003 Vega is no longer in compliance
with one of their network coverage covenants. Based on
current operating conditions the Slovenian Credit Facility will need to be
amended. WWI is currently in discussions with the lead arranger bank
of the Slovenian Credit Facility and is negotiating an amended agreement.
Based on current negotiations, we anticipate the following changes to the terms
of the Slovenian Credit Facility: (i) all undrawn commitments will be
cancelled; (ii) substantially all of Vegas operating and financial covenants
will be eliminated; (iii) WWIC will guarantee the loan and WWIC will
agree to financial and other
covenants; (iv) balances of approximately
$20.4 million in collateral accounts supporting the existing loan will be
utilized to pay down principal; and (v) the repayment schedule for outstanding
borrowings will remain unchanged. So long as the amendment process is moving
forward in an acceptable manner, the lead arranger bank does not anticipate
recommending to the participating banks that any action to accelerate the loans
under the Slovenian Credit Facility be taken as a result of Vega not meeting
covenants that cannot be remedied. To date, and to our knowledge, all
participating banks in the Slovenian Credit Facility are proceeding with
positive recommendations to their respective credit committees, but we can
offer no assurances that the participating banks will grant the amendment. In
the event Vega does not obtain the amendment, the outstanding balance under the
Slovenian Credit Facility could become payable upon demand. Further,
until an amendment is obtained additional revenue shortfalls will
require WWI to contribute additional equity to Vega. As of March 31,
2003, Vega had drawn $80.8 million under the Slovenian Credit Facility.

Bolivian Bridge Loan:

In October 2000, NuevaTel, S.A. (NuevaTel), a subsidiary of WWI, entered
into a bridge loan facility (Bolivian Bridge Loan) to provide funding for the
build-out and implementation of NuevaTels network in Bolivia.
WWI has guaranteed its pro rata share (71.5%) based upon its ownership
interest in NuevaTel, of the Bolivian Bridge Loan. The loan was
originally scheduled to mature in its entirety in October 2002. In October
2002, the maturity date of the Bolivian Bridge Loan was extended to March 31,
2003. In March 2003, the maturity date of the Bolivian Bridge Loan was
extended to June 30, 2003 and may be extended to September 30, 2003 at the sole
discretion of the lender. Minimum net worth and capitalization covenants have
also been extended. In March 2003, the Overseas Private Investment Corporation
(OPIC) approved a $50 million loan guarantee for the refinancing of the
Bolivian Bridge Loan (Bolivian Refinancing). The final terms of the Bolivian
Refinancing are still being negotiated with prospective lenders. We expect, but
there can be no assurance, that the Bolivian Bridge Loan will be refinanced in
the third quarter of 2003. Until the Bolivian Refinancing is finalized, we
intend to seek additional extensions of the Bolivian Bridge Loan maturity date,
but there can be

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WESTERN WIRELESS CORPORATION
Notes to Condensed Consolidated Financial Statements (continued)(Unaudited)

no assurance that any necessary extension will be granted. As of March
31, 2003, the outstanding amount under the Bolivian Bridge Loan was $34.7
million and the facility was fully drawn.

Future Principal Maturities:

The aggregate amounts of principal maturities as of March 31, 2003 are as
follows:

|                                     |            |   |                        |         | 
|------------------------------------ | ---------- | - | ---------------------- | ------- | 
|                                     |            |   | (Dollars in thousands)
|Nine months ending December 31, 2003 |            | $ | 116,874                |        
|Year ending December 31,             |            |   |                        |        
|                                     | 2004       |   |                        | 165,563 | 
|                                     | 2005       |   |                        | 327,886 | 
|                                     | 2006       |   |                        | 649,751 | 
|                                     | 2007       |   |                        | 518,025 | 
|                                     | 2008       |   |                        | 664,806 | 
|                                     | Thereafter |   |                        | 30,196  | 
|                                     |            |   |                        |        
|                                     |            | $ | 2,473,101              |        
|                                     |            |   |                        |        



|4. |  | Commitments and Contingencies:
|-- |  | ------------------------------

Shelf Registration Statement:

In April 2003, we filed a Form S-3 as a shelf registration statement (the
Shelf Registration Statement) with the SEC. Under the Shelf Registration
Statement, we may sell, from time to time, in one or more offerings, shares of
our Class A common stock, shares of our preferred stock or debt securities in
an aggregate amount of up to $500 million. Unless we indicate otherwise in a
prospectus supplement, we expect to use the net proceeds from the sale of the
securities offered under the Shelf Registration Statement for general
corporate purposes, which may include, repayment or refinancing of
indebtedness, working capital, capital expenditures, acquisitions and
repurchase and redemptions of securities.

Ghana:

Under the terms of the Ghana license, Western Telesystems Ghana Ltd.
(Westel) was required to meet certain customer levels and build-out
requirements by February 2002. Westel was unable to meet the required customer
levels due to the inability of the regulator to provide spectrum and enforce
interconnection with the incumbent telephone company, and all development has
been stifled. The National Communication Authority of Ghana (NCA) has
assessed a penalty claim of $71 million for not meeting these build-out
requirements. Westel has contested this fine on the basis that the government
and the NCA failed to deliver the key commitments of spectrum and
interconnection and does not believe the enforcement of these penalties is
probable, but there can be no assurance to that effect. WWCs net investment
in Westel at March 31, 2003 was approximately $5.3 million.

Haiti:

In accordance with the Rights Agreements entered into in September 1998 by
WWI with two of the shareholders of Communication Cellulaire d Haiti, S.A.
(COMCEL), WWIs Haitian subsidiary, these two minority shareholders have the
right to elect that WWI purchase all of their shares at fair market value, as
defined in the agreements, within the 30 day period after COMCELs issuance of
its December 31, 2003 financial statements. Island Cellular LLC, a limited
liability company organized under the laws of New York, and High Ridge
Holdings, Inc., a Delaware corporation, own a 20% and 4%, respectively,
interest in COMCEL at March 31, 2003. If WWI and the two shareholders cannot
agree on a fair market valuation of COMCEL, all of the shares of COMCEL may be
sold to a third party.

Croatia:

In
December 2002, VIP-Net GSM d.o.o. (VIP-Net), a subsidiary
in which WWI holds a 19% ownership interest, entered into a Term Loan
and Revolving Loan Credit Facility (the Croatian Credit Facility) with a
consortium of banks, which provides for a secured term loan facility of up to
150 million euro. Under the terms

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WESTERN WIRELESS CORPORATION
Notes to Condensed Consolidated Financial Statements (continued)(Unaudited)

of the Croatian Credit Facility, all outstanding principal is required to
be repaid in predetermined semi-annual installments beginning on December 20,
2003 and ending on June 20, 2008. At March 31, 2003, the U.S. dollar
equivalent outstanding balance was approximately $100 million.

VIP-Net has granted certain security interests over substantially all of
its assets in support of the Croatian Credit Facility. In addition, WWI, along
with its partners, has pledged all of its shares of VIP-Nets stock as
collateral for the Croatian Credit Facility. The Croatian Credit Facility
contains certain restrictions including, among other things, restrictions on
the transfer of assets from VIP-Net to its shareholders.

5.     Segment Information:

Our operations are overseen by domestic and international management teams
each reporting to the Chief Executive Officer of the Company. We mainly
provide cellular services in rural markets in the western United States. Our
international operations consist mainly of consolidated subsidiaries and
operating entities throughout the world providing predominately wireless
services. Certain centralized back office costs and assets benefit all of our
operations. These costs are allocated to both segments in a manner which
reflects the relative time devoted to each of the segments.

The domestic cellular operations comprise the majority of our total
revenues, expenses and total assets as presented in the table below:

|                                  |                                                   |  |                        |           |               |  |              |         |   |  |   |           |  
|--------------------------------- | ------------------------------------------------- |  | ---------------------- | --------- | ------------- |  | ------------ | ------- | - |  | - | --------- | -
|                                  |                                                   |  | Domestic               |           | International |  |              |         |  
|                                  |                                                   |  | Operations             |           | Operations    |  | Consolidated
|                                  |                                                   |  |                        |           |               |  |             
|                                  |                                                   |  | (Dollars in thousands)
|Three months ended March 31, 2003 |                                                   |  |                        |           |               |  |              |         |   |  |   |          
|                                  | Total revenues                                    |  | $                      | 221,477   |               |  | $            | 105,697 |   |  | $ | 327,174   |  
|                                  | Depreciation and amortization                     |  |                        | 50,103    |               |  |              | 15,469  |   |  |   | 65,572    |  
|                                  | Asset dispositions                                |  |                        | 7,640     |               |  |              |         |   |  |   | 7,640     |  
|                                  | Interest and financing expense, net               |  |                        | 23,780    |               |  |              | 14,699  |   |  |   | 38,479    |  
|                                  | Equity in net loss of
unconsolidated affiliates   |  |                        | (169      | )             |  |              | (888    | ) |  |   | (1,057    | )
|                                  | Provision for income taxes                        |  |                        | 3,809     |               |  |              | 681     |   |  |   | 4,490     |  
|                                  | Total assets                                      |  |                        | 1,788,432 |               |  |              | 602,661 |   |  |   | 2,391,093 |  
|                                  | Total capital expenditures                        |  |                        | 30,605    |               |  |              | 21,143  |   |  |   | 51,748    |  
|Three months ended March 31, 2002 |                                                   |  |                        |           |               |  |              |         |   |  |   |          
|                                  | Total revenues                                    |  | $                      | 211,277   |               |  | $            | 73,149  |   |  | $ | 284,426   |  
|                                  | Depreciation and amortization                     |  |                        | 49,562    |               |  |              | 10,877  |   |  |   | 60,439    |  
|                                  | Interest and financing expense, net               |  |                        | 29,004    |               |  |              | 10,003  |   |  |   | 39,007    |  
|                                  | Equity in net income of
unconsolidated affiliates |  |                        |           |               |  |              | 1,647   |   |  |   | 1,647     |  
|                                  | Provision for income taxes                        |  |                        | 103,540   |               |  |              | 393     |   |  |   | 103,933   |  
|                                  | Total assets                                      |  |                        | 1,838,105 |               |  |              | 498,330 |   |  |   | 2,336,435 |  
|                                  | Total capital expenditures                        |  |                        | 35,275    |               |  |              | 42,734  |   |  |   | 78,009    |  



|6. |  | Subsequent Events:
|-- |  | ------------------

We must assess the recoverability of our domestic licenses at least
annually. This evaluation is performed on our domestic licensing costs as a
single unit. We are required to separate individual licensing costs from the
combined operating unit at the time we adopt or consider a plan to dispose of
an individual market. During late 2002, we began considering the sale of one
of our domestic Rural Service Area (RSA) licenses. In May 2003, we signed an
asset purchase agreement to sell the assets and license for our Arizona 6 RSA
for $22.8 million in cash. The sales price of this RSA reflects that future
cash flows will be less than the carrying value of the license. Accordingly,
we have recorded an impairment related to this RSA during the first quarter of
2003 of $7.6 million which is included in asset dispositions in our
consolidated statement of operations. General market prices along with the

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WESTERN WIRELESS CORPORATION
Notes to Condensed Consolidated Financial Statements (continued)(Unaudited)

sales price of this RSA still support our aggregate license valuation and
do not indicate any broader impairment issue. We do not anticipate any further
impact to our statement of operations related to this disposition.

In May 2003, we entered into an agreement with T-Mobile USA, Inc. (TMO)
in which we are receiving certain domestic FCC licenses for a nominal
amount of cash and have agreed to
provide discounted GSM roaming services through 2013. TMO is considered a
related party by us as our Chairman of the Board, Director and Chief Executive
Officer is also the Chairman of the Board and a Director of TMO.

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

Cautionary statement for purposes of the Safe Harbor provisions of the
Private Litigation Reform Act of 1995.Statements contained herein that are
not based on historical fact, including without limitation statements
containing the words believes, may, will, estimate, continue,
anticipates, intends, expects and words of similar import, constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. Such forward-looking statements involve known
and unknown risks, uncertainties and other factors that may cause the actual
results, events or developments to be materially different from any future
results, events or developments expressed or implied by such forward-looking
statements. Such factors include, among others, the following: general economic
and business conditions, nationally, internationally and in the regions and
countries in which Western Wireless Corporation operates; demographic changes;
technology changes; competition; changes in business strategy or development
plans; the high leverage of the Company and our ability to access capital
markets; the ability to attract and retain qualified personnel; existing
governmental regulations and changes in, or the failure to comply with,
governmental regulations; our ability to acquire and the cost of acquiring
additional spectrum licenses; liability and other claims asserted against the
Company; and other factors included elsewhere in this report, in the Companys filed public offering
prospectuses or its periodic reports filed with the Securities and Exchange
Commission, including, without limitation, those described under the caption,
Risk Factors, and elsewhere in our Form 10-K for the year ended December 31,
2002.

Given these uncertainties, readers are cautioned not to place undue
reliance on such forward-looking statements.The Company disclaims any
obligation to update any such factors or to publicly announce the result of any
revisions to any of the forward-looking statements contained herein to reflect
future results, events or developments.

Unless the context requires otherwise, Western Wireless, the Company,
we, our and us include us and our subsidiaries.

The following discussion and analysis is based upon our condensed
consolidated financial statements, which have been prepared in accordance with
accounting principles generally accepted in the United States. The discussion
and analysis should be read in conjunction with our consolidated financial
statements and notes thereto and other financial information included herein
and in our Form 10-K for the year ended December 31, 2002. The preparation of
our financial statements requires management to make estimates and judgments
that affect the reported amount of assets, liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
reported amounts of revenues and expenses during the reporting periods.
Estimates are used when accounting for certain items such as subscriber and
roamer revenues, interconnect costs, incollect expense, allowance for doubtful
accounts, long-lived assets, intangible assets, investments in unconsolidated
affiliates, stock-based compensation plans, income taxes and contingencies. We
base our estimates on historical experience, and on various other assumptions
that are believed to be reasonable under the circumstances, the results of
which form the basis for making assumptions about the carrying values of assets
and liabilities that are not readily apparent from other sources. Actual
results may differ from our estimates due to changing conditions or the
validity of our assumptions.

Overview

We provide cellular communications services in 19 western states under the
CellularONE® and Western Wireless® brand names principally through the
ownership and operation of cellular wireless systems. Our operations are
primarily in rural areas due to our belief that there are certain strategic
advantages to operating in these areas. We provide wireless services in 18
Metropolitan Service Areas (MSA) and 88 Rural Service Areas (RSA).
Additionally, we own 10 MHz personal communication services (PCS) licenses
for three Basic Trading Areas.

Historically, we have provided analog service to our customers and had
deployed Time Division Multiple Access (TDMA) digital voice channels
throughout our network to support our roaming partners. During 2001 we began
deploying Code Division Multiple Access (CDMA) throughout our network, which
allows us to economically expand the minutes of use (MOU) available to our
customers and introduce a wide range of consumer-based wireless
internet-related services. At March 31, 2003, we covered approximately 55% of
our licensed population with CDMA digital technology.

We own approximately 98% of Western Wireless International Holding
Corporation (WWI). The balance is owned by the President
of WWI who is also an Executive Vice President of
the Company. WWI, through its consolidated subsidiaries
and equity

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investments, is a provider of wireless communications services in nine
countries. WWI owns controlling interests in six of these countries:
Slovenia, Austria, Ireland, Bolivia, Haiti and Ghana. These six entities are
consolidated into our financial results. Operations in Côte dIvoire, Croatia
and Georgia are accounted for using the equity method. In the fourth quarter
of 2002, WWI sold its majority ownership interest in its Icelandic subsidiary
and wrote off its investment in Côte dIvoire.

U.S. headquarter functions of WWI and majority owned European, South
American and Caribbean consolidated subsidiaries are recorded as of the date of
the financial statements. Our consolidated Ghanaian entity and entities
accounted for using the equity method are presented on a one-quarter lag.

Results of Domestic Operations for the Three Months Ended March 31, 2003
and 2002

We had 1,216,100 domestic subscribers at March 31, 2003 representing an
increase of 18,300, or 2%, from December 31, 2002. We had 1,159,500 domestic
subscribers at March 31, 2002 representing a decrease of 17,000, or negative
1%, from December 31, 2001.

The following table sets forth certain financial data as it relates to our
domestic operations:

|                    |                               |                          |   |                              |         |      |   |         |         | 
|------------------- | ----------------------------- | ------------------------ | - | ---------------------------- | ------- | ---- | - | ------- | ------- | 
|                    |                               |                          |   | Three months ended March 31,
|                    |                               |                          |   |                             
|                    |                               |                          |   | 2003                         |         | 2002
|                    |                               |                          |   |                              |         |     
|                    |                               |                          |   | (Dollars in thousands)      
|Revenues:           |                               |                          |   |                              |         |      |   |        
|                    | Subscriber revenues           |                          | $ | 162,367                      |         |      | $ | 145,678 |        
|                    | Roamer revenues               |                          |   | 48,179                       |         |      |   | 53,010  |        
|                    | Equipment sales               |                          |   | 9,816                        |         |      |   | 10,425  |        
|                    | Other revenues                |                          |   | 1,115                        |         |      |   | 2,164   |        
|                    |                               |                          |   |                              |         |      |   |        
|                    |                               | Total revenues           |   | $                            | 221,477 |      |   | $       | 211,277 | 
|Operating expenses: |                               |                          |   |                              |         |      |   |        
|                    | Cost of service               |                          | $ | 39,385                       |         |      | $ | 44,334  |        
|                    | Cost of equipment sales       |                          |   | 18,898                       |         |      |   | 18,430  |        
|                    | General and administrative    |                          |   | 38,977                       |         |      |   | 37,888  |        
|                    | Sales and marketing           |                          |   | 26,369                       |         |      |   | 25,738  |        
|                    | Depreciation and amortization |                          |   | 50,103                       |         |      |   | 49,562  |        
|                    | Asset dispositions            |                          |   | 7,640                        |         |      |   |         |        
|                    |                               |                          |   |                              |         |      |   |        
|                    |                               | Total operating expenses |   | $                            | 181,372 |      |   | $       | 175,952 | 
|                   
|                    | EBITDA                        |                          | $ | 97,848                       |         |      | $ | 84,887  |        

For the definition of EBITDA, and the
reconciliation of EBITDA, which is a non-GAAP financial measure, to
income (loss) from continuing operations before provision for income
taxes, the most directly comparable GAAP financial measure, see
Reconciliation of EBITDA to Income (Loss) from Continuing
Operations before Provision for Income Taxes below.

Domestic Revenues

The increase in subscriber revenues for the three months ended March 31,
2003 compared to the same period in 2002 was due partly to an increase in
average revenue per unit (ARPU defined as subscriber
revenues divided by average subscribers) and partly to growth in subscribers as
discussed above. ARPU was $44.84 for the three months ended March 31, 2003 a
$3.27, or 8%, increase from $41.57 for the three months ended March 31, 2002.
The increase in ARPU was due to increases in subscriber revenues
including federal universal service
fund payments as an Eligible Telecommunications Carrier for certain of our
traditional mobile services customers. These universal service fund payments
contributed $2.12 to the increase in ARPU for the three months ended March 31,
2003. We expect to continue to receive universal fund payments for certain
mobile subscribers who reside in areas for which we are eligible to receive
such payments. In addition, we continued to focus on attracting and
retaining customers with rate plans that provide more features and included
minutes at a higher average recurring access charge. Further, in
May 2003, we began charging $0.97 per month to our subscribers to recover the
cost of certain unfunded government mandates such as wireless number
portability and enhanced 911. We expect these combined factors will result in
higher ARPU in 2003 as compared to 2002. However, no long-term assurances can
be given that federal universal service fund payments will continue at the
current level, if at all.

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The decrease in roamer revenues for the three months ended March 31, 2003
compared to the same period in 2002 is primarily due to a decrease in the rates
charged between carriers mostly offset by an increase in roaming traffic on our
network. In March 2002, we extended our existing roaming agreement with AT&T
Wireless Services, Inc. (AT&T Wireless), our largest roaming partner. This
extension became effective June 16, 2002 and remains in effect until June 15,
2006. In the first year, the extended agreement provides for lower per minute
rates compared to the contractual rates that expired June 15, 2002. The
extended agreement also provides for slight rate decreases charged to AT&T
Wireless in both the second and third year of the agreement. Additionally, in
April 2002, we signed new roaming agreements with Verizon Wireless Corporation
(Verizon) and Cingular Wireless (Cingular) effective through March and
April 2005, respectively. Further, in May 2003, we announced the signing of
additional long-term roaming agreements with T-Mobile USA, Inc. through 2013
and Cingular Wireless through 2008 to provide Global System for Mobile
Communications/General Packet Radio Service (GSM/GPRS) services to their
customers utilizing our network. We expect to begin offering these services
in the fourth quarter of 2003. Although certain of our existing roamer
contracts contain year-over-year contractual rate decreases, we expect the new
GSM roaming agreements along with growth in volume from existing roamer
partners to hold roamer revenues relatively stable in 2003 as compared to 2002.

The decrease in equipment sales for the three months ended March 31, 2003
compared to the same period in 2002 was due to a decrease in the average
revenue per handset sold partially offset by an increase in the number of
handsets sold. As the cost of handsets continues to decline we have passed
these savings on to our customers and expect to do so in the future.

Domestic Operating Expenses

The decrease in cost of service for the three months ended March 31, 2003
compared to the same period in 2002 was due primarily to decreased off-network
roaming costs for our customers as a result of lower contractual rates
contained in our new roaming agreements with AT&T Wireless, Cingular and
Verizon. In addition, we experienced a decrease in costs as a result of new
contractual rates with certain of our interconnect providers. These savings
are partially offset by increased costs associated with supporting growth in
the number of subscriber and roamer minutes of use (MOU). Domestic cost of
service per MOU decreased to $0.023 per MOU for the three months ended March 31,
2003 from $0.036 per MOU for the three months ended March 31, 2002. The
decrease in domestic cost of service per MOU was due mainly to the decrease in
off-network roaming costs and lower contractual interconnect rates as discussed
above. In addition, we continue to see the fixed cost components of cost of
service increasing at a slower rate than variable costs on a per minute basis.
We expect cost of service dollars to increase in future quarters as a result
of: (i) a growing subscriber base; (ii) an increase in other carriers
customers roaming on our network; and (iii) an increase in rate plans that
include larger home calling areas. Domestic cost of service per MOU is
expected to decrease slightly for 2003 compared to 2002 as economies of scale
continue to be realized.

Cost of equipment sales increased slightly for the three months ended
March 31, 2003 compared to the same period in 2002. The slight increase was
the result of an increase in the volume of handsets sold offset by a decrease
in the average per unit cost of handsets sold. In 2003, we expect that
regulatory and technological requirements, along with demand for feature rich
handsets, will increase our per unit cost of handsets. Although subscribers

generally are responsible for purchasing or otherwise obtaining their own
handsets, we have historically sold handsets below cost to respond to
competition and general industry practice. We expect to continue to do so in
the future.

General and administrative costs increased slightly for the three months
ended March 31, 2003 compared to the three months ended March 31, 2002 due
mainly to growth in our subscriber base. Our domestic general and
administrative monthly cost per average subscriber was relatively stable at
$10.76 for the three months ended March 31, 2003 compared to $10.81 for the
same period in 2002. We anticipate our general and administrative monthly cost
per average subscriber will increase slightly in 2003 as compared to 2002. The
anticipated slight year-over-year increase on a per subscriber basis is due
mainly to a slight increase in bad debt expense.

Sales and marketing costs increased slightly for the three months ended
March 31, 2003 compared to the same period in 2002 due primarily to an increase
in gross subscriber additions, offset by a decrease in the fixed cost
components as we continue to shift

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to a more variable cost structure. For the three months ended March 31,
2003, cost per gross subscriber added (defined as sales and marketing
costs plus cost of equipment sales less equipment sales revenue
divided by gross additions) decreased to $385 compared to $455 for the three months ended March 31, 2002.
We include digital handset subsidies incurred in retaining existing subscribers
in subscriber acquisition costs. These retention costs had a $53 and $47
impact on cost per gross subscriber added for the three months ended March 31,
2003 and 2002, respectively. We expect cost per gross subscriber added,
including the loss on equipment sales, to decrease in 2003 as compared to 2002
as we continue to shift to a more variable cost structure.

The asset dispositions loss resulted from recording a $7.6 million
impairment charge related to the pending sale of one of our RSAs. Discussions
regarding this RSA reflected that future cash flows upon sale will not exceed
the carrying value of the RSA. We expect the sale of this market will not have
a material effect on our 2003 financial results.

Domestic EBITDA

Domestic
EBITDA (refer to definition at Reconciliation of EBITDA to
Income (Loss) from Continuing Operations before Provision for Income
Taxes below) increased for
the three months ended March 31, 2003, compared to the three
months ended March 31, 2002, due to an increase in revenues in conjunction with a decrease in cost
of service expenses. Management expects domestic EBITDA to increase at a
moderate pace in 2003.

Results of International Operations for the Three Months Ended March 31,
2003 and 2002

Our international consolidated operations offer postpaid and prepaid
mobile services in Austria, Ireland, Slovenia, Bolivia and Haiti and fixed line
service mainly in Austria. We had 836,400 consolidated international customers
at March 31, 2003. This represented an increase of 95,100, or 13%, compared to
December 31, 2002. We had 525,000 consolidated international customers at
March 31, 2002. This represented an increase of 7% compared to December 31,
2001. As of March 31, 2003 and 2002, approximately 65% and 68%, respectively,
of our consolidated international customers were prepaid customers. As of
March 31, 2003, we had 171,600 fixed lines. This represented a decrease of
4,300, or 2%, compared to December 31, 2002.

The following table sets forth certain financial data as it relates to our
international operations:

|                    |                               |                          |   |                              |         |      |   |         |        | 
|------------------- | ----------------------------- | ------------------------ | - | ---------------------------- | ------- | ---- | - | ------- | ------ | 
|                    |                               |                          |   | Three months ended March 31,
|                    |                               |                          |   |                             
|                    |                               |                          |   | 2003                         |         | 2002
|                    |                               |                          |   |                              |         |     
|                    |                               |                          |   | (Dollars in thousands)      
|Revenues:           |                               |                          |   |                              |         |      |   |        
|                    | Subscriber revenues           |                          | $ | 70,957                       |         |      | $ | 47,516  |       
|                    | Roamer revenues               |                          |   | 13,899                       |         |      |   | 7,853   |       
|                    | Fixed line revenues           |                          |   | 15,051                       |         |      |   | 13,616  |       
|                    | Equipment sales               |                          |   | 3,227                        |         |      |   | 3,244   |       
|                    | Other revenues                |                          |   | 2,563                        |         |      |   | 920     |       
|                    |                               |                          |   |                              |         |      |   |        
|                    |                               | Total revenues           |   | $                            | 105,697 |      |   | $       | 73,149 | 
|Operating expenses: |                               |                          |   |                              |         |      |   |        
|                    | Cost of service               |                          | $ | 55,250                       |         |      | $ | 43,414  |       
|                    | Cost of equipment sales       |                          |   | 13,763                       |         |      |   | 7,813   |       
|                    | General and administrative    |                          |   | 19,128                       |         |      |   | 21,214  |       
|                    | Sales and marketing           |                          |   | 21,095                       |         |      |   | 13,373  |       
|                    | Depreciation and amortization |                          |   | 15,469                       |         |      |   | 10,877  |       
|                    |                               |                          |   |                              |         |      |   |        
|                    |                               | Total operating expenses |   | $                            | 124,705 |      |   | $       | 96,691 | 
|                   
|                    | EBITDA                        |                          | $ | (3,539                       | )       |      | $ | (12,665 | )     

For the definition of EBITDA, and the
reconciliation of EBITDA, which is a non-GAAP financial measure, to
income (loss) from continuing operations before provision for income
taxes, the most directly comparable GAAP financial measure, see
Reconciliation of EBITDA to Income (Loss) from Continuing
Operations before Provision for Income Taxes below.

Because WWI has operations in three countries in Europe in which the
functional currency is the euro or is linked to the euro, fluctuations in
exchange rates may have a significant impact on its financial results of
operations. The results of operations for the three months ended March 31, 2003,
reflect the effect of an 18% appreciation of the euro as compared to the U.S. dollar,
compared to the same period

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in 2002, which had a comparable
positive impact on revenues and a negative impact on operating expenses. Our European subsidiaries in
Austria, Ireland and Slovenia represented 86% and 88% of total international
segment revenues and expenses, respectively, for the three months ended March 31,
2003. Such European subsidiaries represented 73% and 75% of total international
segment revenues and expenses, respectively, for the three months ended March 31,
2002. Such fluctuations have less effect on local operating results, however,
because WWI offers service in the currencies of the countries in which they
operate. Management cannot predict future fluctuations in currency exchange
rates, and accordingly cannot predict the potential impact of any such
fluctuations on WWIs results of operations.

International Revenues

The increase in subscriber revenues for the three months ended March 31,
2003, compared to the same period in 2002, was mainly due to an increase in the
number of subscribers across all our markets and the strengthening of the euro
as compared to the U.S. dollar. Management anticipates continued growth in
subscriber revenues throughout the remainder of 2003 as we add international
subscribers and focus on growing ARPU.

The increase in roamer revenues for the three months ended March 31, 2003,
compared to the same period in 2002, was primarily due to expanded coverage in
key tourist areas in Austria and throughout Ireland and the strengthening of
the euro as compared to the U.S. dollar. Management expects roamer revenues to
increase throughout the remainder of 2003 as WWI expands its European coverage.

Fixed line revenues increased for the three months ended March 31, 2003,
compared to the same period in 2002, mainly because of the strengthening of the
euro as compared to the U.S. dollar. Management expects fixed line revenues to
remain relatively flat for the remainder of 2003.

Equipment sales remained consistent for the three months ended March 31,
2003, compared to the same period in 2002, primarily due to selling more
handsets at a lower average price per handset. We anticipate modest growth in
international equipment sales for the remainder of 2003 primarily as a result
of increases in mobile subscriber additions.

Other revenues increased for the three months ended March 31, 2003,
compared to the same period in 2002, mainly as a result of the launch of long
distance services in Bolivia in August 2002 and increased long-distance usage
in Ghana.

International Operating Expenses

Operating expenses represent the expenses incurred by our consolidated
international markets and headquarters administration in the United States.

Total cost of service increased for the three months ended March 31, 2003,
as compared to the same period in 2002. This was due primarily to an increase
in the number of subscribers across all our markets and the strengthening of
the euro as compared to the U.S. dollar. Despite the increase in costs being
driven by changes in exchange rates, on a per average international subscriber
basis, monthly cost of service decreased to $23.35 for the three months ended
March 31, 2003 from $28.48 for the three months ended March 31, 2002 mainly due
to increased cost efficiencies as a result of a growing subscriber base.
Management expects cost of service dollars to increase for the remainder of
2003, as compared to the same period in 2002, due to a growing subscriber base,
but continue to decline on a per average international subscriber basis due to
increased cost efficiencies.

Cost of equipment sales increased for the three months ended March 31,
2003, compared to the same period in 2002, mainly due to an increase in gross
subscriber additions across all our markets. Although subscribers generally
are responsible for purchasing or otherwise obtaining their own handset, WWI
has historically sold handsets below cost to respond to competition and general
industry practice and expects to continue to do so in the future.

General and administrative costs decreased for the three months ended
March 31, 2003 compared to the same period in 2002, primarily as a result of
increased operating efficiencies partially offset by the strengthening of the
euro as compared to the U.S. dollar. General and administrative monthly cost
per average international subscriber decreased to $8.08 for the three months
ended March 31, 2003 as compared to $13.92 for the three months ended March 31,
2002 due to increased cost efficiencies. Management

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expects general and administrative dollars to increase throughout the
remainder of 2003, as compared to 2002, as a result of a growing subscriber
base, but decline on a per international subscriber basis due to increased cost
efficiencies.

Sales and marketing costs excluding equipment subsidies increased for the
three months ended March 31, 2003 compared to the same period in 2002,
primarily due to increased sales and promotion expenses, mainly in Austria, and
the strengthening of the euro as compared to the U.S. dollar. International
cost per gross addition (defined as sales and marketing costs plus
cost of equipment sales less equipment sales revenue divided by gross
additions) declined to $178 for the
three months ended March 31, 2003 from $195 for the three months ended March 31,
2002 primarily due to reduced sales costs in Ireland and Slovenia.
Management expects sales and marketing costs to increase for the remainder of
2003, as compared to the same period in 2002, due to increased growth in
subscriber additions and expects cost per gross addition to also increase due
to slightly higher equipment subsidies.

Depreciation and amortization expense increased for the three months ended
March 31, 2003 compared to the same period in 2002, primarily due to network
expansion in our European markets and the strengthening of the euro as compared
to the U.S. dollar. As WWI continues to add wireless infrastructure to service
its growing international subscriber base, management anticipates depreciation
and amortization will increase in future periods.

International EBITDA

EBITDA
(refer to definition at Reconciliation of EBITDA to Income
(Loss) from
Continuing Operations before Provision for Income Taxes below) for our international
consolidated subsidiaries improved for the three months ended March 31, 2003,
compared to the same period in 2002, due to revenue growth and cost
efficiencies in existing markets. We expect international EBITDA to improve
throughout the remainder of 2003 as a result of continued subscriber growth and
cost efficiencies in existing markets.

Reconciliation of EBITDA to Income (Loss) from Continuing Operations before Provision
for Income Taxes

EBITDA represents income (loss) from continuing operations before
provision for income taxes exclusive of: (i) depreciation and amortization;
(ii) asset dispositions; (iii) stock-based compensation; (iv) total other
expense, including interest; and (v) minority interests in net loss of
consolidated subsidiaries. We believe that the United States generally
accepted accounting principles (GAAP) financial measure most directly
comparable to EBITDA is income (loss) from continuing operations before provision for
income taxes. We have presented EBITDA because we believe it provides
meaningful additional information on our performance and on our ability to
service our long-term debt and other fixed obligations, and to fund our
continued growth. EBITDA is considered to be an indicator of future
profitability, especially in a capital-intensive industry such as wireless
telecommunications. We also use EBITDA as an integral part of our internal
reporting to evaluate the performance of our senior management and to monitor
compliance with certain of the financial covenants in our credit agreements.
EBITDA should not be construed as an alternative to operating income (loss), as
determined in accordance with GAAP, as an alternative to cash flows from
operating activities, as determined in accordance with GAAP, or as a measure of
liquidity. Since all companies do not calculate EBITDA in the same manner, our
presentation may not be comparable to similarly titled measures of other
companies.

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The
table below reconciles EBITDA to income (loss) from continuing operations
before provision for income taxes:

|                                                                           |                                                             |   |                                   |         |                                   |   |              |         |          |   |               |         |              |   |        |         |   |   |         |         |   |   |         |         |  
|-------------------------------------------------------------------------- | ----------------------------------------------------------- | - | --------------------------------- | ------- | --------------------------------- | - | ------------ | ------- | -------- | - | ------------- | ------- | ------------ | - | ------ | ------- | - | - | ------- | ------- | - | - | ------- | ------- | -
|                                                                           |                                                             |   | Three months ended March 31, 2003 |         | Three months ended March 31, 2002
|                                                                           |                                                             |   |                                   |         |                                  
|                                                                           |                                                             |   | Domestic                          |         | International                     |   | Consolidated |         | Domestic |   | International |         | Consolidated
|                                                                           |                                                             |   |                                   |         |                                   |   |              |         |          |   |               |         |             
|                                                                           |                                                             |   | (Dollars in thousands)           
|EBITDA                                                                     |                                                             | $ | 97,848                            |         |                                   | $ | (3,539       | )       |          | $ | 94,309        |         |              | $ | 84,887 |         |   | $ | (12,665 | )       |   | $ | 72,222  |        
|                                                                           | Depreciation and
amortization                               |   |                                   | (50,103 | )                                 |   |              | (15,469 | )        |   |               | (65,572 | )            |   |        | (49,562 | ) |   |         | (10,877 | ) |   |         | (60,439 | )
|                                                                           | Asset dispositions                                          |   |                                   | (7,640  | )                                 |   |              |         |          |   |               | (7,640  | )            |   |        |         |   |   |         |         |   |   |         |         |  
|                                                                           | Total other
expense, including
interest                     |   |                                   | (21,767 | )                                 |   |              | (18,793 | )        |   |               | (40,560 | )            |   |        | (23,208 | ) |   |         | (9,987  | ) |   |         | (33,195 | )
|                                                                           | Minority interests
in net loss of
consolidated
subsidiaries |   |                                   |         |                                   |   |              | 2,392   |          |   |               | 2,392   |              |   |        |         |   |   |         | 3,235   |   |   |         | 3,235   |  
|                                                                           |                                                             |   |                                   |         |                                   |   |              |         |          |   |               |         |              |   |        |         |   |   |         |         |   |   |         |        
|Income (loss) from
continuing
operations before
provision for
income taxes |                                                             | $ | 18,338                            |         |                                   | $ | (35,409      | )       |          | $ | (17,071       | )       |              | $ | 12,117 |         |   | $ | (30,294 | )       |   | $ | (18,177 | )      
|                                                                           |                                                             |   |                                   |         |                                   |   |              |         |          |   |               |         |              |   |        |         |   |   |         |         |   |   |         |        

Consolidated Other Income (Expense)

Consolidated interest and financing expense decreased slightly to $38.5
million for the three months ended March 31, 2003 from $39.0 million for the
same period in 2002. The decrease was primarily due a reduction of our
weighted average interest rate partially offset by a slight increase in our
average debt balance. For the three months ended March 31, 2003 and 2002, the
consolidated domestic weighted average interest rate paid to third parties was
6.3% and 6.8%, respectively. For the three months ended March 31, 2003 and
2002, the consolidated international weighted average interest rate paid to
third parties was 6.9% and 6.5%, respectively.

Provision for Income Taxes

For the three months ended March 31, 2003 compared to the same period in
2002 the provision for income taxes has decreased $99.4 million. In connection
with the adoption of Statement of Financial Accounting Standards (SFAS) No.
142, for the three months ended March 31, 2002, we incurred a deferred income
tax provision of approximately $103.5 million mainly to increase the valuation
allowance related to our net operating loss (NOL) carryforwards. This charge
included $96.9 million as the initial effect as of January 1, 2002. We have
significant deferred tax liabilities related to our domestic licenses.
Historically, we did not need a valuation allowance for the portion of our NOL
carryforward equal to the amount of license amortization expected to occur
during the NOL carryforward period. Since we ceased amortizing domestic
licenses on January 1, 2002 for book purposes and we can no longer estimate the
amount, if any, of deferred tax liabilities related to our domestic licenses,
which will reverse during the NOL carryforward period, we have increased the
valuation allowance accordingly. Subsequent to January 1, 2002 we continue to
amortize our domestic licenses for federal income tax purposes, but as
previously discussed, domestic license costs are no longer amortized for book
purposes. The ongoing difference between book and tax amortization resulted in
an additional deferred income tax provision of approximately $6.6 million for
the three months ended March 31, 2002. The continuing deferred income tax
provision results from growth in our deferred tax liability that cannot be
estimated to reverse during our NOL carryforward period. This adjustment
reflects tax accounting requirements and is not based on any changes to our
business model, future prospects, the value of our licenses or our assessment
of the likelihood of utilizing the tax NOL carryforwards on a cash tax basis in
the future. Deferred income taxes represent a non-cash charge and are not
currently paid or payable and accordingly there is no impact on interim cash
flows from operating, investing or financing activities. We will continue to
evaluate the need for this valuation allowance for accounting purposes to
determine if we should reverse all or part of the allowance in the future.

For the three months ended March 31, 2003 the ongoing difference between
book and tax amortization resulted in an additional domestic deferred income
tax provision of approximately $3.8 million. This is comprised of $6.3 million
as a deferred income tax provision partially offset by a $2.5 million decrease
to the deferred income tax provision. The decrease in the deferred income tax
provision is related to reversing the cumulative deferred income tax provision
associated with the impairment charge reflected in asset dispositions.

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Consolidated Loss from Continuing Operations

On a consolidated basis the $100.5 million improvement in the loss from
continuing operations resulted mainly from the one-time charge related to the
provision for income taxes upon the adoption of SFAS No. 142 on January 1,
2002.

Total Discontinued Operations

Total discontinued operations for the three months ended March 31, 2002
represented net income of $1.5 million from TAL, our Icelandic subsidiary. TAL
was sold by us in November 2002.

Consolidated Liquidity and Capital Resources

We have a $2.1 billion credit facility with a consortium of lenders (the
Credit Facility). The Credit Facility provides for $1.0 billion in revolving
loans and $1.1 billion in term loans. As of March 31, 2003, approximately $1.8
billion was outstanding under the Credit Facility. Based on our March 31, 2003
covenant analysis, we had approximately $170 million available to borrow under
the Credit Facility.

tele.ring
has a 185 million euro term loan facility (the tele.ring
Term Loan). As of March 31, 2003, $172.7 million was
outstanding under the tele.ring Term Loan and 25 million euro
was available to borrow.

In April 2002, Western Wireless International d.o.o. (Vega) entered into
a credit facility agreement (the Slovenian Credit Facility) with a consortium
of banks to provide funding for the implementation and expansion of Vegas
network in Slovenia. The Slovenian Credit Facility contains certain borrowing
conditions and restrictive covenants, including: minimum subscribers;
population coverage; certain cash flow requirements; minimum contributed
capital; and debt service coverage. Western Wireless International Corporation
(WWIC), a subsidiary of WWI, has guaranteed the Slovenian Credit Facility.
Additionally, WWIC has agreed not to sell or dispose of any majority owned
subsidiary without the approval of the Slovenian lenders. WWI
committed to fund an additional $2.9
million in equity to Vega in May 2003 as a result of Vegas revenue shortfalls
during the three months ended March 31, 2003. Subsequent to
March 31, 2003 Vega is no longer in compliance
with one of their network coverage covenants. Based on
current operating conditions the Slovenian Credit Facility will need to be
amended. WWI is currently in discussions with the lead arranger bank
of the Slovenian Credit Facility and is negotiating an amended agreement.
Based on current negotiations, we anticipate the following changes to the terms
of the Slovenian Credit Facility: (i) all undrawn commitments will be
cancelled; (ii) substantially all of Vegas operating and financial covenants
will be eliminated; (iii) WWIC will guarantee the loan and WWIC
will agree to financial and other
covenants; (iv) balances of approximately
$20.4 million in collateral accounts supporting the existing loan will be
utilized to pay down principal; and (v) the repayment schedule for outstanding
borrowings will remain unchanged. So long as the amendment process is moving
forward in an acceptable manner, the lead arranger bank does not anticipate
recommending to the participating banks that any action to accelerate the loans
under the Slovenian Credit Facility be taken as a result of Vega not meeting
covenants that cannot be remedied. To date, and to our knowledge, all
participating banks in the Slovenian Credit Facility are proceeding with
positive recommendations to their respective credit committees, but we can
offer no assurances that the participating banks will grant the amendment. In
the event Vega does not obtain the amendment, the outstanding balance under the
Slovenian Credit Facility could become payable upon demand. Further,
until an amendment is obtained additional revenue shortfalls will
require WWI to contribute additional equity to Vega. As of March 31,
2003, Vega had drawn $80.8 million under the Slovenian Credit Facility.

In October 2000, NuevaTel, S.A. (NuevaTel), a subsidiary of WWI, entered
into a bridge loan facility (Bolivian Bridge Loan) to provide funding for the
build-out and implementation of NuevaTels network in Bolivia.
WWI has guaranteed its pro rata share (71.5%), based upon its
ownership interest in NuevaTel, of the Bolivian Bridge Loan. The loan was
originally scheduled to mature in its entirety in October 2002. In October
2002, the maturity date of the Bolivian Bridge Loan was extended to March 31,
2003. In March 2003, the maturity date of the Bolivian Bridge Loan was
extended to June 30, 2003 and may be extended to September 30, 2003 at the sole
discretion of the lender. Minimum net worth and capitalization covenants have
also been extended. In March 2003, the Overseas Private Investment Corporation
(OPIC) approved a $50 million loan guarantee for the refinancing of the
Bolivian Bridge Loan (Bolivian Refinancing). The final terms of the Bolivian
Refinancing are still being negotiated with prospective lenders. We expect, but
there can be no assurance, the Bolivian Bridge Loan will be refinanced in the
third quarter of 2003. Until the Bolivian Refinancing is finalized, we intend
to seek additional extensions of the Bolivian Bridge Loan maturity date, but
there can be no assurance that any necessary extension will be granted. As of
March 31, 2003, the outstanding amount under the Bolivian Bridge Loan was $34.7
million and the facility was fully drawn.

20



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The maturities of our aggregate long-term debt, including that due within
one year and classified as current are:

|              |  |                       |         |      |  |        |       |      |  |      |       |      |  |       |       |  |  |   |       |  |  |   |       |        |  |   |       | 
|------------- |  | --------------------- | ------- | ---- |  | ------ | ----- | ---- |  | ---- | ----- | ---- |  | ----- | ----- |  |  | - | ----- |  |  | - | ----- | ------ |  | - | ----- | 
|              |  |                       |         |      |  | 9 mos. |       |      |  |      |       |      |  |       |       |  |  |   |       |  |  |   |       |        |  |  
|              |  |                       |         |      |  | ending |       |      |  |      |       |      |  |       |       |  |  |   |       |  |  |   |       | There-
|              |  | Total                 |         | 2003 |  | 2004   |       | 2005 |  | 2006 |       | 2007 |  | after
|              |  |                       |         |      |  |        |       |      |  |      |       |      |  |      
|              |  | (Dollars in millions)
|Domestic      |  | $                     | 2,162.5 |      |  | $      | 79.6  |      |  | $    | 156.1 |      |  | $     | 256.1 |  |  | $ | 518.3 |  |  | $ | 502.4 |        |  | $ | 650.0 | 
|International |  |                       | 310.6   |      |  |        | 37.3  |      |  |      | 9.5   |      |  |       | 71.8  |  |  |   | 131.4 |  |  |   | 15.6  |        |  |   | 45.0  | 
|              |  |                       |         |      |  |        |       |      |  |      |       |      |  |       |       |  |  |   |       |  |  |   |       |        |  |   |       | 
|Total         |  | $                     | 2,473.1 |      |  | $      | 116.9 |      |  | $    | 165.6 |      |  | $     | 327.9 |  |  | $ | 649.7 |  |  | $ | 518.0 |        |  | $ | 695.0 | 
|              |  |                       |         |      |  |        |       |      |  |      |       |      |  |       |       |  |  |   |       |  |  |   |       |        |  |   |       | 

None of our international loan facilities have recourse to Western
Wireless Corporation. As previously discussed, WWI and/or certain of its
subsidiaries have severally guaranteed the Bolivian Bridge Loan and the
Slovenian Credit Facility.

Our domestic business plans include capital expenditures during 2003. Our
projected capital expenditures for 2003 are estimated to increase 12% from $150
million, as originally projected, to $168 million. The increase
is due to additional network infrastructure needed to support GSM roaming agreements
offset by lower than anticipated prices for CDMA equipment. For the remainder
of 2003, if we attain our subscriber growth projections, we anticipate spending
approximately $138 million in capital expenditures for the continued
improvements to our domestic network and back office infrastructure.

For 2003, WWIs business plans include funding for capital expenditures
and operating losses. Current business plans estimate that WWI entities will
spend approximately $60 million for capital expenditures during the remainder
of 2003. WWI plans to fund these needs through local foreign borrowings,
including the tele.ring Term Loan, the Bolivian Refinancing, and contributions
and advances from Western Wireless. It is anticipated that the net
contributions and advances for the remainder of 2003 from Western Wireless will
be approximately $30 million.

We believe that domestic operating cash flow and available international
loan facilities will be adequate to fund our projected 2003 domestic and
international capital expenditures and Credit Facility principal repayments.
During 2003, our domestic business plans do not indicate a need to borrow under
the Credit Facility, even though borrowing capacity exists. However, if we do
not achieve planned domestic operating cash flow targets, quarterly covenants
and borrowing limitations contained in the Credit Facility, the
10-1/2% Senior Subordinated Notes due June 2006 and the 10-1/2%
Senior Subordinated Notes due February 2007 may be triggered that would limit the available borrowing
capacity under the Credit Facility. Our operating cash flow is dependent upon,
among other things: (i) the amount of revenue we are able to generate from our
customers; (ii) the amount of operating expenses required to provide our
services; (iii) the cost of acquiring and retaining customers; and (iv) our
ability to grow our customer base. In order to comply with debt covenants or
in the event that the borrowing capacity under the Credit Facility is limited
or an amendment is not granted to us under the Slovenian Credit Facility, or we
are unable to complete the Bolivian Refinancing, we may be required to curtail
capital spending, reduce expenses, or otherwise modify our planned operations
and/or seek additional debt or equity at the domestic or international level
and/or restructure or refinance our existing financing arrangements.

In April 2003, we filed a Form S-3 as a shelf registration statement
(Shelf Registration Statement) with the Securities and Exchange Commission
(SEC). Under the Shelf Registration Statement, we may sell, from time to
time, in one or more offerings, shares of our Class A common stock, shares of
our preferred stock or debt securities in an aggregate amount up to $500
million. Unless we indicate otherwise in a prospectus supplement, we expect to
use the net proceeds from the sale of the securities offered under the Shelf
Registration Statement for general corporate purposes, which may include,
repayment or refinancing of indebtedness, working capital, capital
expenditures, acquisitions and repurchase and redemptions of securities.

Our ability to raise additional capital, if necessary, is subject to a
variety of factors, including: (i) the commercial success of our operations;
(ii) the volatility and demand of the capital markets; (iii) conditions in the
economy generally and the telecommunications industry specifically; and (iv)
other factors we cannot presently predict with certainty. There can be no
assurance that such funds will be available to us or if such funding will be
available on acceptable terms, if at all.

Net cash provided by operating activities was $67.1 million for the three
months ended March 31, 2003. Adjustments to the $21.6 million net loss to
reconcile to net cash provided by operating activities included: (i) $66.5 million
of depreciation and amortization;

21



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(ii)  $3.8 million in deferred income taxes; and (iii) $7.6 million loss on
asset dispositions. Net cash provided by operating activities was $44.9
million for the three months ended March 31, 2002.

Net cash used in investing activities was $49.7 million for the three
months ended March 31, 2003. Investing activities for the period consisted
primarily of $51.7 million in purchases of property and equipment of which
$21.1 million was related to WWI. Net cash used in investing activities was
$79.4 million for the three months ended March 31, 2002.

Net cash used in financing activities was $3.2 million for the three
months ended March 31, 2003. Financing activities for such period consisted
primarily of repayments of domestic long-term debt amounting to $27.7 million
and additions to international long-term debt. Net cash provided by financing
activities was $39.9 million for the three months ended March 31, 2002.

22



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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Market Risk Management

We are exposed to various market financial risks, including changes in
interest rates, fair value of debt and foreign currency rates. As part of our
risk management program, we utilize interest rate caps, swaps and collars to
hedge a portion of our variable rate interest risk.

Interest Rate Risk

Our
domestic operations have variable rate debt that, at March 31, 2003 and
2002, had an outstanding balance of $2.1 billion and $1.8 billion, respectively.
The fair value of such debt approximates the carrying value. At March 31,
2003 and 2002, of this variable rate debt, $1.0 billion and $0.7 billion was
hedged using interest rate caps, swaps and collars, respectively. These caps,
swaps and collars expire at various dates between June 2003 and March 2006. At
March 31, 2003, these hedges fixed LIBOR between 1.30% and 7.75%. At March 31,
2002, these hedges fixed LIBOR between 4.91% and 7.75%. Based on our
domestic unhedged variable rate obligations outstanding at March 31, 2003 and
2002, a hypothetical increase or decrease of 10% in the LIBOR rate would have
increased or decreased our domestic quarterly interest expense by approximately
$0.3 million and $0.8 million, respectively.

Our domestic operations have interest rate swaps with a total notional
value of $296 million which convert fixed rate debt to variable rate debt. The
interest rate swaps were entered into as hedges of the fair value of $100
million of the 10-1/2% Senior Subordinated Notes due June 2006 (the 2006
Notes) and all of the 10-1/2% Senior Subordinated Notes due February 2007 (the
2007 Notes). The interest rate swaps expire on the 2006 and 2007 Notes
respective maturity dates and are callable at the option of the issuer. On a
quarterly basis, we will pay a floating rate of interest equal to the three
month LIBOR plus a fixed spread, ranging from 7.45% to 7.75%, and receive
semi-annual fixed rate payments of 10.50% in return. The fair value of the
interest rate swaps were $0.7 million as of March 31, 2003. Assuming a
hypothetical increase or decrease of 10% in interest rates, the fair value of
the interest rate swaps and 2006 and 2007 Notes would have changed by
approximately $2.2 million at March 31, 2003.

Our international operations also have variable rate debt that, at March
31, 2003 and 2002, had an outstanding balance of approximately $288.2 million
and $110.6 million, respectively. The fair value of such debt approximates the
carrying value at March 31, 2003. Of this variable rate debt, $42.1 million is
hedged at March 31, 2003 using an interest rate swap, which fixes EURIBOR at
4.94% through November 2009. Based on WWIs unhedged variable rate obligations
outstanding at March 31, 2003 and 2002 a hypothetical increase or decrease of
10% in the weighted average variable interest rate would have increased or
decreased our international interest expense for such periods by approximately
$0.2 million and $0.1 million, respectively.

The potential increases or decreases discussed above are based on certain
simplifying assumptions, including a constant level of variable rate debt for
all maturities and an immediate, across-the-board increase or decrease in the
level of interest rates with no other subsequent changes for the remainder of
the period.

Foreign Currency Risk

Currently, 12% of our total international segment revenues are denominated
in U.S. dollars. Certain of our international subsidiaries have functional
currencies other than the U.S. dollar and their assets and liabilities are
translated into U.S. dollars at exchange rates in effect at the balance sheet
date. Income and expense items are translated at the average exchange rates
prevailing during the period. A 10% appreciation in the U.S. dollar would have
resulted in an approximately $2.6 million and $1.9 million decrease in loss
from continuing operations before provision for income taxes during the three
months ended March 31, 2003 and 2002, respectively. A change in such loss
would have resulted from applying a different exchange rate to translate and
revalue the financial statements of our international subsidiaries with
functional currencies other than the U.S. dollar.

At March 31, 2003, our Slovenian operations, whose functional currency is
the Slovenian Tolar, had variable rate debt of approximately $73.1 million
denominated and repayable in euros. Our Austrian operations, whose
functional currency is the euro, had variable rate debt, including accrued
interest of approximately $184.9 million and $72.1 million,
at March 31, 2003 and 2002, respectively,
denominated and repayable in euros. A 10% appreciation in the euro as compared
to the Slovenia Tolar would have resulted in an approximately $7.5 million
increase in loss from continuing operations before provision for income taxes
during the three months ended March 31, 2003.

23



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A change in such loss would have been the result of an unrealized foreign
exchange loss. A 10% appreciation in the euro and Slovenian Tolar as compared
to the U.S. dollar would have resulted in an approximately $29.7 million
increase in debt outstanding at March 31, 2003 and an approximately $9.3
million increase in debt outstanding at March 31, 2002, with an offsetting
currency translation adjustment.

24



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Item 4. Controls and Procedures



|(A) |  | Evaluation of Disclosure Controls and Procedures
|--- |  | ------------------------------------------------

Within the 90 days prior to the filing date of this report, we carried out
an evaluation, under the supervision and with the participation of our
management, including our Chairman and Chief Executive Officer along with our
Executive Vice President and Chief Financial Officer, of the effectiveness of
the design and operation of our disclosure controls and procedures pursuant to
Exchange Act Rule 13a-14. Based upon that evaluation, our Chairman and Chief
Executive Officer and Executive Vice President and Chief Financial Officer
concluded that our disclosure controls and procedures are effective in timely
alerting them to material information relating to us (including our
consolidated subsidiaries) required to be included in our periodic SEC filings.



|(B) |  | Changes in Internal Controls
|--- |  | ----------------------------

There have been no significant changes in our internal controls or in
other factors which could significantly affect these controls subsequent to the
date of their evaluation, including any corrective actions with
regard to significant deficiencies and material weaknesses.

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##### Table of Contents






PART II  OTHER INFORMATION




Item 1. Legal Proceedings

There are no material, pending legal proceedings to which we or any of our
subsidiaries is a party or of which any of their property is
subject which, if adversely decided, would have a material adverse effect on
the Company.

In May
2003, the Federal Communications Commission (the FCC)
released a Notice of Apparent Liability for Forfeiture proposing that
we be held liable for a $200,000 fine for allegedly failing to comply
with the FCCs environmental rules by not obtaining proper
authorization prior to constructing and operating an antenna tower in
North Dakota. We are contesting this proposed finding and are currently
assessing any other options available to us. We believe the final
outcome with the FCC will not have a material impact on our financial
position, results of operations or cash flows.




Item 2. Changes in Securities
and Use of Proceeds



| |  | None.
| |  | -----




Item 3. Defaults upon Senior Securities



| |  | None.
| |  | -----




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



| |  | None.
| |  | -----




Item 5. Other Information



| |  | None.
| |  | -----




Item 6. Exhibits and Reports On Form 8-K



| | (a) |  | Exhibit            Description
| | --- |  | ------------------------------

|        |  |                                                                                                                                                                                                                                                                          
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                          
|99.01   |  | Certification of John W. Stanton, Chairman
and Chief Executive Officer of Western Wireless Corporation, pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63
of Title 18, United States Code)                  
|       
|       
|       
|       
|99.02   |  | Certification of M. Wayne Wisehart, Executive Vice
President and Chief Financial Officer of Western Wireless
Corporation, pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (Subsections (a) and (b) of Section 1350,
Chapter 63 of Title 18, United States Code)



|
|
|



| |  | A Form 8-K was filed on February 14, 2003, reporting the Companys financial
and operating results for the quarter and year ended December 31, 2002.                                                                                                                                                          
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | A Form 8-K was filed on March 28, 2003, which included as exhibits the
certifications of John W. Stanton, Chairman and Chief Executive Officer and
M. Wayne Wisehart, Executive Vice President and Chief Financial Officer of
the Company furnished pursuant to Section 906 of the Sarbanes-Oxley Act of
2002.

26



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##### Table of Contents






SIGNATURES

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

Western Wireless Corporation

|                    |                                                      |     |                              
|------------------- | ---------------------------------------------------- | --- | -----------------------------
|By:                 | /s/ M. WAYNE WISEHART                                | By: | /s/ SCOTT SOLEY              
|                    |                                                      |     |                              
|                    | M. Wayne Wisehart                                    |     | Scott Soley                  
|                    | Executive Vice President and Chief Financial Officer |     | Vice President and Controller
|                    |                                                      |     | (Chief Accounting Officer)   
|                    |                                                      |     |                              
|Dated: May 14, 2003 |                                                      |    

27



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##### Table of Contents






CERTIFICATION

I, John W. Stanton, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Western Wireless
Corporation.                                                                                                                                                                                                                                           
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                      



| | (a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | (c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.                                                                                                                        



|5. |  | The registrants other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls.                                                                                                                                            



|6. |  | The registrants other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                    |  |     |  |                                     
|------------------- |  | --- |  | ------------------------------------
|                    |  | By: |  | /s/ JOHN W. STANTON                 
|                    |  |     |  |                                     
|                    |  |     |  | John W. Stanton                     
|                    |  |     |  | Chairman and Chief Executive Officer
|                    |  |     |  |                                     
|Dated: May 14, 2003 |  |     |  |                                     

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##### Table of Contents



CERTIFICATION

I, M.
Wayne Wisehart, certify that:



|1. |  | I have reviewed this quarterly report on Form 10-Q of Western Wireless
Corporation.                                                                                                                                                                                                                                           
|-- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|2. |  | Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to
make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by
this quarterly report;
|  
|3. |  | Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;                   
|  
|4. |  | The registrants other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:                                                                                                      



| | (a) |  | designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report
is being prepared;
| | --- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | evaluated the effectiveness of the registrants disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and                                                                                                  
|
| | (c) |  | presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date.                                                                                                                        



|5. |  | The registrants other certifying officer and I have disclosed, based on
our most recent evaluation, to the registrants auditors and the audit
committee of registrants board of directors (or persons performing the
equivalent functions):
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (a) |  | all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrants ability to
record, process, summarize and report financial data and have
identified for the registrants auditors any material weaknesses in
internal controls; and
| | --- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrants
internal controls.                                                                                                                                            



|6. |  | The registrants other certifying officer and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                    |  |     |  |                                                     
|------------------- |  | --- |  | ----------------------------------------------------
|                    |  | By: |  | /s/ M.
Wayne Wisehart                               
|                    |  |     |  |                                                     
|                    |  |     |  | M.
Wayne Wisehart                                   
|                    |  |     |  | Executive Vice
President and Chief Financial Officer
|                    |  |     |  |                                                     
|Dated: May 14, 2003 |  |     |  |                                                     

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##### Table of Contents






EXHIBIT INDEX

|        |  |                                                                                                                                                                                                                                                                          
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                          
|99.01   |  | Certification of John W. Stanton, Chairman
and Chief Executive Officer of Western Wireless Corporation, pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
(Subsections (a) and (b) of Section 1350, Chapter 63
of Title 18, United States Code)                  
|       
|       
|       
|       
|99.02   |  | Certification of M. Wayne Wisehart, Executive Vice
President and Chief Financial Officer of Western Wireless
Corporation, pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002 (Subsections (a) and (b) of Section 1350,
Chapter 63 of Title 18, United States Code)

30