##### 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 June 30, 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 August 5, 2003
|                                   |  |                                        
|Class A Common Stock, no par value |  |                                         | 72,539,887 | 
|Class B Common Stock, no par value |  |                                         | 6,792,721  | 

1



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TABLE OF CONTENTS



|                            |                                                                                               |                                                                                 |  |  |  |  |  | 
|--------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------- |  |  |  |  |  | 
|                            |                                                                                               | Condensed Consolidated Balance Sheets                                          
|                            |                                                                                               | Condensed Consolidated Statements of Operations and Comprehensive Income (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 and Use of Proceeds                                            
|                            | 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                 
|EXHIBIT INDEX              
|EXHIBIT 10.36              
|EXHIBIT 10.37              
|EXHIBIT 10.38              
|EXHIBIT 12.1               
|EXHIBIT 31.1               
|EXHIBIT 31.2               
|EXHIBIT 32.1               
|EXHIBIT 32.2               



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##### Table of Contents



Western Wireless Corporation
Form 10-Q
For the Quarter Ended June 30, 2003

Table of Contents

|                               |  |               |  |                                                                                                                                                    |  |     
|------------------------------ |  | ------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----
|                               |  |               |  |                                                                                                                                                    |  | Page
|                               |  |               |  |                                                                                                                                                    |  |     
|PART I - FINANCIAL INFORMATION |  |              
|                               |  | Item 1.       |  | Financial
Statements                                                                                                                               |  |     
|                               |  |               |  | Condensed Consolidated Balance Sheets as of June 30, 2003 and December 31, 2002                                                                    |  | 3   
|                               |  |               |  | Condensed Consolidated Statements of Operations and Comprehensive Income
(Loss) for the Three and Six Months Ended June 30, 2003 and June 30, 2002 |  | 4   
|                               |  |               |  | Condensed Consolidated Statements of Cash Flows for the Six Months Ended June
30, 2003 and June 30, 2002                                           |  | 5   
|                               |  |               |  | Notes to Condensed Consolidated Financial Statements                                                                                               |  | 6   
|                               |  | Item 2.       |  | Managements Discussion and Analysis of Financial Condition and Results of
Operations                                                              |  | 20  
|                               |  | Item 3.       |  | Quantitative and Qualitative Disclosures about Market Risk                                                                                         |  | 34  
|                               |  | Item 4.       |  | Controls and Procedures                                                                                                                            |  | 36  
|PART II - OTHER INFORMATION    |  |              
|                               |  | Item 1.       |  | Legal Proceedings                                                                                                                                  |  | 37  
|                               |  | Item 2.       |  | Changes in Securities and Use of Proceeds                                                                                                          |  | 37  
|                               |  | Item 3.       |  | Defaults Upon Senior Securities                                                                                                                    |  | 37  
|                               |  | Item 4.       |  | Submission of Matters to a Vote of Security Holders                                                                                                |  | 37  
|                               |  | Item 5.       |  | Other Information                                                                                                                                  |  | 38  
|                               |  | Item 6.       |  | Exhibits and Reports on Form 8-K                                                                                                                   |  | 38  
|                               |  | Signatures    |  |                                                                                                                                                    |  | 40  
|                               |  | Exhibit Index |  |                                                                                                                                                    |  | 41  

2



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

|                                                                                                                  |                                                                                                  |                              |           |             |           |              |           |            |           |  
|----------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------ | ---------------------------- | --------- | ----------- | --------- | ------------ | --------- | ---------- | --------- | -
|                                                                                                                  |                                                                                                  |                              |           | June 30,    |           | December 31,
|                                                                                                                  |                                                                                                  |                              |           | 2003        |           | 2002        
|                                                                                                                  |                                                                                                  |                              |           |             |           |             
|                                                                                                                  |                                                                                                  |                              |           | (Unaudited) |           |              |           |           
|ASSETS                                                                                                            |                                                                                                  |                              |           |             |           |              |           |           
|Current assets:                                                                                                   |                                                                                                  |                              |           |             |           |              |           |           
|                                                                                                                  | Cash and cash equivalents                                                                        |                              | $         | 252,698     |           |              | $         | 62,429     |          
|                                                                                                                  | Accounts receivable, net of allowance for doubtful accounts of
$26,294 and $22,059, respectively |                              |           | 189,726     |           |              |           | 159,976    |          
|                                                                                                                  | Inventory                                                                                        |                              |           | 18,658      |           |              |           | 24,461     |          
|                                                                                                                  | Marketable securities                                                                            |                              |           | 11,910      |           |              |           | 10,270     |          
|                                                                                                                  | Prepaid expenses and other current assets                                                        |                              |           | 40,586      |           |              |           | 43,078     |          
|                                                                                                                  |                                                                                                  |                              |           |             |           |              |           |           
|                                                                                                                  |                                                                                                  | Total current assets         |           |             | 513,578   |              |           |            | 300,214   |  
|Property and equipment, net of accumulated depreciation of
$874,631 and $739,437, respectively                    |                                                                                                  |                              | 835,819   |             |           |              | 855,595   |           
|Licensing costs and other intangible assets, net of accumulated
amortization of $29,089 and $23,838, respectively |                                                                                                  |                              | 1,159,355 |             |           |              | 1,163,399 |           
|Investments in and advances to unconsolidated affiliates                                                          |                                                                                                  |                              | 7,401     |             |           |              | 41,284    |           
|Other assets                                                                                                      |                                                                                                  |                              | 41,955    |             |           |              | 38,484    |           
|                                                                                                                  |                                                                                                  |                              |           |             |           |              |           |           
|                                                                                                                  |                                                                                                  | $                            | 2,558,108 |             |           | $            | 2,398,976 |           
|                                                                                                                  |                                                                                                  |                              |           |             |           |              |           |            |          
|LIABILITIES AND NET CAPITAL DEFICIENCY                                                                            |                                                                                                  |                              |           |             |           |              |           |           
|Current liabilities:                                                                                              |                                                                                                  |                              |           |             |           |              |           |           
|                                                                                                                  | Accounts payable                                                                                 |                              | $         | 70,599      |           |              | $         | 59,363     |          
|                                                                                                                  | Accrued liabilities and other                                                                    |                              |           | 193,185     |           |              |           | 185,920    |          
|                                                                                                                  | Construction accounts payable                                                                    |                              |           | 22,779      |           |              |           | 30,543     |          
|                                                                                                                  | Current portion of long-term debt                                                                |                              |           | 263,469     |           |              |           | 144,196    |          
|                                                                                                                  |                                                                                                  |                              |           |             |           |              |           |           
|                                                                                                                  |                                                                                                  | Total current liabilities    |           |             | 550,032   |              |           |            | 420,022   |  
|Long-term debt, net of current portion                                                                            |                                                                                                  |                              | 2,318,939 |             |           |              | 2,321,955 |           
|Deferred income taxes                                                                                             |                                                                                                  |                              | 130,532   |             |           |              | 120,687   |           
|                                                                                                                  |                                                                                                  |                              |           |             |           |              |           |           
|                                                                                                                  |                                                                                                  | Total liabilities            |           |             | 2,999,503 |              |           |            | 2,862,664 |  
|                                                                                                                  |                                                                                                  |                              |           |             |           |              |           |           
|Minority interests in consolidated subsidiaries                                                                   |                                                                                                  |                              | 20,746    |             |           |              | 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, 72,496,211 and 72,229,605 shares issued and outstanding, respectively                   |                              |           |             |           |              |           |            |          
|                                                                                                                  | Class B, 6,792,721 and 6,774,724 shares issued and outstanding, respectively                     |                              |           | 670,769     |           |              |           | 669,072    |          
|                                                                                                                  | Deferred compensation                                                                            |                              |           | (168        | )         |              |           | (39        | )        
|                                                                                                                  | Accumulated other comprehensive loss                                                             |                              |           | (22,549     | )         |              |           | (26,513    | )        
|                                                                                                                  | Deficit                                                                                          |                              |           | (1,110,193  | )         |              |           | (1,128,957 | )        
|                                                                                                                  |                                                                                                  |                              |           |             |           |              |           |           
|                                                                                                                  |                                                                                                  | Total net capital deficiency |           |             | (462,141  | )            |           |            | (486,437  | )
|                                                                                                                  |                                                                                                  |                              |           |             |           |              |           |           
|                                                                                                                  |                                                                                                  | $                            | 2,558,108 |             |           | $            | 2,398,976 |           
|                                                                                                                  |                                                                                                  |                              |           |             |           |              |           |            |          

See accompanying notes to condensed consolidated financial statements.

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

|                                                                           |                                                               |                                |                            |            |                             |       |                           |            |         |        |         |            |         |       |          |            |          |        |  
|-------------------------------------------------------------------------- | ------------------------------------------------------------- | ------------------------------ | -------------------------- | ---------- | --------------------------- | ----- | ------------------------- | ---------- | ------- | ------ | ------- | ---------- | ------- | ----- | -------- | ---------- | -------- | ------ | -
|                                                                           |                                                               |                                |                            |            | Three months ended June 30, |       | Six months ended June 30,
|                                                                           |                                                               |                                |                            |            |                             |       |                          
|                                                                           |                                                               |                                |                            |            | 2003                        |       | 2002                      |            | 2003    |        | 2002   
|                                                                           |                                                               |                                |                            |            |                             |       |                           |            |         |        |        
|Revenues:                                                                  |                                                               |                                |                            |            |                             |       |                           |            |         |        |         |            |         |       |          |           
|                                                                           | Subscriber revenues                                           |                                | $                          | 263,903    |                             |       | $                         | 198,215    |         |        | $       | 497,227    |         |       | $        | 391,409    |         
|                                                                           | Roamer revenues                                               |                                |                            | 64,190     |                             |       |                           | 64,192     |         |        |         | 126,268    |         |       |          | 125,055    |         
|                                                                           | Fixed line revenues                                           |                                |                            | 14,640     |                             |       |                           | 13,383     |         |        |         | 29,691     |         |       |          | 26,999     |         
|                                                                           | Equipment sales                                               |                                |                            | 13,233     |                             |       |                           | 12,535     |         |        |         | 26,276     |         |       |          | 26,204     |         
|                                                                           | Other revenues                                                |                                |                            | 3,266      |                             |       |                           | 2,524      |         |        |         | 6,944      |         |       |          | 5,608      |         
|                                                                           |                                                               |                                |                            |            |                             |       |                           |            |         |        |         |            |         |       |          |           
|                                                                           |                                                               | Total revenues                 |                            |            | 359,232                     |       |                           |            | 290,849 |        |         |            | 686,406 |       |          |            | 575,275  |       
|                                                                           |                                                               |                                |                            |            |                             |       |                           |            |         |        |         |            |         |       |          |           
|Operating expenses:                                                        |                                                               |                                |                            |            |                             |       |                           |            |         |        |         |            |         |       |          |           
|                                                                           | Cost of service (exclusive of depreciation
included below)    |                                |                            | 104,846    |                             |       |                           | 90,434     |         |        |         | 199,481    |         |       |          | 178,182    |         
|                                                                           | Cost of equipment sales                                       |                                |                            | 37,124     |                             |       |                           | 27,638     |         |        |         | 69,785     |         |       |          | 53,881     |         
|                                                                           | General and administrative                                    |                                |                            | 62,211     |                             |       |                           | 48,983     |         |        |         | 120,316    |         |       |          | 108,085    |         
|                                                                           | Sales and marketing                                           |                                |                            | 50,851     |                             |       |                           | 45,643     |         |        |         | 98,315     |         |       |          | 84,754     |         
|                                                                           | Depreciation and amortization                                 |                                |                            | 71,365     |                             |       |                           | 57,382     |         |        |         | 136,937    |         |       |          | 117,821    |         
|                                                                           | Asset dispositions                                            |                                |                            |            |                             |       |                           | 7,556      |         |        |         | 7,640      |         |       |          | 7,556      |         
|                                                                           |                                                               |                                |                            |            |                             |       |                           |            |         |        |         |            |         |       |          |           
|                                                                           |                                                               | Total operating expenses       |                            |            | 326,397                     |       |                           |            | 277,636 |        |         |            | 632,474 |       |          |            | 550,279  |       
|                                                                           |                                                               |                                |                            |            |                             |       |                           |            |         |        |         |            |         |       |          |           
|Other income (expense):                                                    |                                                               |                                |                            |            |                             |       |                           |            |         |        |         |            |         |       |          |           
|                                                                           | Interest and financing expense, net                           |                                |                            | (37,439    | )                           |       |                           | (39,002    | )       |        |         | (75,918    | )       |       |          | (78,009    | )       
|                                                                           | Equity in net income of unconsolidated
affiliates, net of tax |                                |                            | 1,702      |                             |       |                           | 841        |         |        |         | 645        |         |       |          | 2,488      |         
|                                                                           | Gain on sale of Croatian joint venture                        |                                |                            | 40,519     |                             |       |                           |            |         |        |         | 40,519     |         |       |          |            |         
|                                                                           | Other, net                                                    |                                |                            | 7,802      |                             |       |                           | (2,529     | )       |        |         | 6,778      |         |       |          | 1,636      |         
|                                                                           |                                                               |                                |                            |            |                             |       |                           |            |         |        |         |            |         |       |          |           
|                                                                           |                                                               | Total other income (expense)   |                            |            | 12,584                      |       |                           |            | (40,690 | )      |         |            | (27,976 | )     |          |            | (73,885  | )     
|                                                                           |                                                               |                                |                            |            |                             |       |                           |            |         |        |         |            |         |       |          |           
|Minority interests in net loss of consolidated
subsidiaries                |                                                               |                                | 1,651                      |            |                             |       | 2,590                     |            |         |        | 4,043   |            |         |       | 5,825    |           
|                                                                           |                                                               |                                |                            |            |                             |       |                           |            |         |        |         |            |         |       |          |           
|Income (loss) from continuing operations before
provision for income taxes |                                                               |                                | 47,070                     |            |                             |       | (24,887                   | )          |         |        | 29,999  |            |         |       | (43,064  | )         
|Provision for income taxes                                                 |                                                               |                                | (6,745                     | )          |                             |       | (5,055                    | )          |         |        | (11,235 | )          |         |       | (108,988 | )         
|                                                                           |                                                               |                                |                            |            |                             |       |                           |            |         |        |         |            |         |       |          |           
|Income (loss) from continuing operations                                   |                                                               |                                | 40,325                     |            |                             |       | (29,942                   | )          |         |        | 18,764  |            |         |       | (152,052 | )         
|Income from discontinued operations                                        |                                                               |                                |                            |            |                             |       | 2,565                     |            |         |        |         |            |         |       | 4,027    |           
|                                                                           |                                                               |                                |                            |            |                             |       |                           |            |         |        |         |            |         |       |          |            |         
|                                                                           |                                                               | Net income (loss)              |                            | $          | 40,325                      |       |                           | $          | (27,377 | )      |         | $          | 18,764  |       |          | $          | (148,025 | )     
|                                                                           |                                                               |                                |                            |            |                             |       |                           |            |         |        |         |            |         |       |          |            |         
|Basic income (loss) per share:                                             |                                                               |                                |                            |            |                             |       |                           |            |         |        |         |            |         |       |          |           
|                                                                           | Continuing operations                                         |                                | $                          | 0.51       |                             |       | $                         | (0.38      | )       |        | $       | 0.24       |         |       | $        | (1.93      | )       
|                                                                           | Discontinued operations                                       |                                |                            |            |                             |       |                           | 0.03       |         |        |         |            |         |       |          | 0.05       |         
|                                                                           |                                                               |                                |                            |            |                             |       |                           |            |         |        |         |            |         |       |          |            |         
|Basic income (loss) per share                                              |                                                               | $                              | 0.51                       |            |                             | $     | (0.35                     | )          |         | $      | 0.24    |            |         | $     | (1.88    | )         
|                                                                           |                                                               |                                |                            |            |                             |       |                           |            |         |        |         |            |         |       |          |            |         
|Diluted income (loss) per share:                                           |                                                               |                                |                            |            |                             |       |                           |            |         |        |         |            |         |       |          |           
|                                                                           | Continuing operations                                         |                                | $                          | 0.49       |                             |       | $                         | (0.38      | )       |        | $       | 0.24       |         |       | $        | (1.93      | )       
|                                                                           | Discontinued operations                                       |                                |                            |            |                             |       |                           | 0.03       |         |        |         |            |         |       |          | 0.05       |         
|                                                                           |                                                               |                                |                            |            |                             |       |                           |            |         |        |         |            |         |       |          |            |         
|Diluted income (loss) per share                                            |                                                               | $                              | 0.49                       |            |                             | $     | (0.35                     | )          |         | $      | 0.24    |            |         | $     | (1.88    | )         
|                                                                           |                                                               |                                |                            |            |                             |       |                           |            |         |        |         |            |         |       |          |            |         
|Weighted average shares outstanding:                                       |                                                               |                                |                            |            |                             |       |                           |            |         |        |         |            |         |       |          |           
|                                                                           | Basic                                                         |                                |                            | 79,246,000 |                             |       |                           | 78,969,000 |         |        |         | 79,220,000 |         |       |          | 78,940,000 |         
|                                                                           |                                                               |                                |                            |            |                             |       |                           |            |         |        |         |            |         |       |          |           
|                                                                           | Diluted                                                       |                                |                            | 82,348,000 |                             |       |                           | 78,969,000 |         |        |         | 79,801,000 |         |       |          | 78,940,000 |         
|                                                                           |                                                               |                                |                            |            |                             |       |                           |            |         |        |         |            |         |       |          |           
|Comprehensive income (loss):                                               |                                                               |                                |                            |            |                             |       |                           |            |         |        |         |            |         |       |          |           
|                                                                           | Net income (loss)                                             |                                | $                          | 40,325     |                             |       | $                         | (27,377    | )       |        | $       | 18,764     |         |       | $        | (148,025   | )       
|                                                                           | Unrealized income (loss) on marketable securities:            |                                |                            |            |                             |       |                           |            |         |        |         |            |         |       |          |            |         
|                                                                           |                                                               | Reclassification adjustment    |                            |            | 75                          |       |                           |            |         |        |         |            | 151     |       |          |            |          |       
|                                                                           |                                                               | Unrealized holding gain (loss) |                            |            | 2,426                       |       |                           |            | (1,657  | )      |         |            | 1,892   |       |          |            | (2,753   | )     
|                                                                           |                                                               |                                |                            |            |                             |       |                           |            |         |        |         |            |         |       |          |           
|                                                                           |                                                               |                                | Net unrealized gain (loss) |            |                             | 2,501 |                           |            |         | (1,657 | )       |            |         | 2,043 |          |            |          | (2,753 | )
|                                                                           | Foreign currency translation                                  |                                |                            | 897        |                             |       |                           | 11,275     |         |        |         | 948        |         |       |          | 6,766      |         
|                                                                           | Unrealized gain (loss) on hedges                              |                                |                            | (344       | )                           |       |                           | (3,765     | )       |        |         | 973        |         |       |          | (1,672     | )       
|                                                                           |                                                               |                                |                            |            |                             |       |                           |            |         |        |         |            |         |       |          |           
|Total comprehensive income (loss)                                          |                                                               | $                              | 43,379                     |            |                             | $     | (21,524                   | )          |         | $      | 22,728  |            |         | $     | (145,684 | )         
|                                                                           |                                                               |                                |                            |            |                             |       |                           |            |         |        |         |            |         |       |          |            |         

See accompanying notes to condensed consolidated financial statements.

4



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

|                                               |                                                                                          |                                                             |         |         |                           |   |        |          |          |   | 
|---------------------------------------------- | ---------------------------------------------------------------------------------------- | ----------------------------------------------------------- | ------- | ------- | ------------------------- | - | ------ | -------- | -------- | - | 
|                                               |                                                                                          |                                                             |         |         | Six months ended June 30,
|                                               |                                                                                          |                                                             |         |         |                          
|                                               |                                                                                          |                                                             |         |         | 2003                      |   | 2002  
|                                               |                                                                                          |                                                             |         |         |                           |   |       
|Operating activities:                          |                                                                                          |                                                             |         |         |                           |   |        |         
|                                               | Net income (loss)                                                                        |                                                             | $       | 18,764  |                           |   | $      | (148,025 | )       
|                                               | Adjustments to reconcile net income (loss) to
net cash provided by operating activities: |                                                             |         |         |                           |   |        |          |         
|                                               |                                                                                          | Discontinued operations                                     |         |         |                           |   |        |          | (4,027   | )
|                                               |                                                                                          | Gain on sale of Croatian joint venture                      |         |         | (40,519                   | ) |        |          |          |  
|                                               |                                                                                          | Depreciation and amortization                               |         |         | 138,722                   |   |        |          | 119,847  |  
|                                               |                                                                                          | Deferred income taxes                                       |         |         | 9,845                     |   |        |          | 107,778  |  
|                                               |                                                                                          | Asset dispositions                                          |         |         | 7,640                     |   |        |          | 7,556    |  
|                                               |                                                                                          | Equity in net loss of unconsolidated affiliates             |         |         | (645                      | ) |        |          | (2,488   | )
|                                               |                                                                                          | Minority
interests in net loss of consolidated subsidiaries |         |         | (4,043                    | ) |        |          | (5,825   | )
|                                               |                                                                                          | Adjustment of interest rate hedges to fair market value     |         |         | (4,739                    | ) |        |          | (811     | )
|                                               |                                                                                          | Non cash interest                                           |         |         | 5,384                     |   |        |          | 2,577    |  
|                                               |                                                                                          | Other, net                                                  |         |         | (2,259                    | ) |        |          | 2,481    |  
|                                               |                                                                                          | Changes in operating assets and liabilities                 |         |         | 6,475                     |   |        |          | 12,621   |  
|                                               |                                                                                          |                                                             |         |         |                           |   |        |         
|                                               |                                                                                          | Net cash provided by operating activities                   |         |         | 134,625                   |   |        |          | 91,684   |  
|                                               |                                                                                          |                                                             |         |         |                           |   |        |         
|Investing activities:                          |                                                                                          |                                                             |         |         |                           |   |        |         
|                                               | Purchase of property and equipment                                                       |                                                             |         | (99,839 | )                         |   |        | (158,258 | )       
|                                               | Additions to licensing costs and other intangible assets                                 |                                                             |         | (3,779  | )                         |   |        | (5,602   | )       
|                                               | Proceeds from sale of Croatian joint venture                                             |                                                             |         | 69,630  |                           |   |        |          |         
|                                               | Receipts from (investments in) unconsolidated subsidiaries                               |                                                             |         | 3,540   |                           |   |        | (722     | )       
|                                               | Slovenian Credit Facility collateralization                                              |                                                             |         | (522    | )                         |   |        | (18,655  | )       
|                                               | Other, net                                                                               |                                                             |         | (334    | )                         |   |        |          |         
|                                               |                                                                                          |                                                             |         |         |                           |   |        |         
|                                               |                                                                                          | Net cash used in investing activities                       |         |         | (31,304                   | ) |        |          | (183,237 | )
|                                               |                                                                                          |                                                             |         |         |                           |   |        |         
|Financing activities:                          |                                                                                          |                                                             |         |         |                           |   |        |         
|                                               | Additions to long-term debt                                                              |                                                             |         | 139,504 |                           |   |        | 141,826  |         
|                                               | Repayment of long-term debt                                                              |                                                             |         | (55,960 | )                         |   |        | (57,484  | )       
|                                               | Other, net                                                                               |                                                             |         | 437     |                           |   |        | 1,085    |         
|                                               |                                                                                          |                                                             |         |         |                           |   |        |         
|                                               |                                                                                          | Net cash provided by financing activities                   |         |         | 83,981                    |   |        |          | 85,427   |  
|                                               |                                                                                          |                                                             |         |         |                           |   |        |         
|Effect
of exchange rate changes on cash        |                                                                                          |                                                             | 2,967   |         |                           |   | 2,406  |         
|Change in cash and cash equivalents            |                                                                                          |                                                             | 190,269 |         |                           |   | (3,720 | )       
|Cash and cash equivalents, beginning of period |                                                                                          |                                                             | 62,429  |         |                           |   | 45,083 |         
|                                               |                                                                                          |                                                             |         |         |                           |   |        |         
|Cash and cash equivalents, end of period       |                                                                                          | $                                                           | 252,698 |         |                           | $ | 41,363 |         
|                                               |                                                                                          |                                                             |         |         |                           |   |        |          |         

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.

The Company owns approximately 98% of Western Wireless International
Holding Corporation (WWI) which, through consolidated subsidiaries and equity
investments, is a provider of wireless and other communications services
worldwide.

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 June 30, 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 $80.1 million and $77.8 million for the six
months ended June 30, 2003 and 2002, respectively. Cash paid for taxes was
$1.4 million and $1.2 million for the six months ended June 30, 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 June 30, 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.

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Western Wireless Corporation
Notes to Condensed Consolidated Financial Statements (continued)(Unaudited)

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 (ARO) 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 ARO includes those costs associated with removing
component equipment that is subject to retirement from cell sites that reside
upon leased property, predominantly concrete footings.

We believe that based on the current state of wireless technology and
foreseeable developments in this technology, we will need to retain our current
cell sites and other facilities in order to sustain our business into the
foreseeable future. Most of our leases provide for multiple renewal periods
and we expect to renegotiate extensions of our leases beyond the original lease
term and current renewal periods. We cannot currently estimate the range of
settlement dates, and believe a likely settlement date would be one that
extends past the original lease terms. Our cell sites in urban areas required
extensive zoning and permitting approvals that have value to the landlord and
significantly reduce the likelihood that a landlord would elect to change the
use of this property. Further, our rural cell sites are in locations where it
is very unlikely a landlord would elect to enforce any remediation obligation
since the cell site represents the best use of this property. We do not have
sufficient historical experience to determine the probability of enforcement of
the remediation for either urban or rural cell sites and believe the most
likely probability of enforcement is close to zero. Accordingly, we
believe our ARO is insignificant.

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 fixed
rate payments of 10.50% in return semi-annually. The fair value of the
interest rate swaps was $4.0 million as of June 30, 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 Notes 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 (SFAS No. 133). These interest rate swap agreements had no
impact on results of operations for the six months ended June 30, 2003.

We are currently evaluating these interest rate swap agreements and the
financial impacts resulting from the retirement of the 2006 Notes and the 2007
Notes (see Note 3). If we chose to keep the interest rate swaps in place, they will no
longer qualify for hedge accounting under SFAS No. 133 and we will recognize a
gain of approximately $4 million in the third quarter of 2003 based on the fair
market value of the swaps at June 30, 2003. If we chose to cancel the swaps,
we will recognize a loss of up to $2 million, net, based on certain
contractual cancellation fees offset by the fair market value of the swaps at
June 30, 2003.

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Western Wireless Corporation
Notes to Condensed Consolidated Financial Statements (continued)(Unaudited)

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 our net
income (loss), basic income (loss) per share and diluted income (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 June 30,                   |        | Six months ended June 30,
|                                 |                                                                                                  |  |                                               |        |                          
|                                 |                                                                                                  |  | 2003                                          |        | 2002                      |  | 2003 |         | 2002
|                                 |                                                                                                  |  |                                               |        |                           |  |      |         |     
|                                 |                                                                                                  |  | (Dollars in thousands, except per share data)
|Net income (loss):               |                                                                                                  |  |                                               |        |                           |  |      |         |      |  |   |        |   |  |   |         
|                                 | As reported                                                                                      |  | $                                             | 40,325 |                           |  | $    | (27,377 | )    |  | $ | 18,764 |   |  | $ | (148,025 | )
|                                 | Deduct: stock-based
compensation expense
determined under fair value
based method for all awards |  |                                               | (1,319 | )                         |  |      | (2,460  | )    |  |   | (2,554 | ) |  |   | (4,517   | )
|                                 |                                                                                                  |  |                                               |        |                           |  |      |         |      |  |   |        |   |  |   |          |  
|                                 | Pro forma net income (loss)                                                                      |  | $                                             | 39,006 |                           |  | $    | (29,837 | )    |  | $ | 16,210 |   |  | $ | (152,542 | )
|                                 |                                                                                                  |  |                                               |        |                           |  |      |         |      |  |   |        |   |  |   |          |  
|Basic income (loss) per share:   |                                                                                                  |  |                                               |        |                           |  |      |         |      |  |   |        |   |  |   |         
|                                 | As reported                                                                                      |  | $                                             | 0.51   |                           |  | $    | (0.35   | )    |  | $ | 0.24   |   |  | $ | (1.88    | )
|                                 |                                                                                                  |  |                                               |        |                           |  |      |         |      |  |   |        |   |  |   |          |  
|                                 | Pro forma                                                                                        |  | $                                             | 0.49   |                           |  | $    | (0.38   | )    |  | $ | 0.20   |   |  | $ | (1.93    | )
|                                 |                                                                                                  |  |                                               |        |                           |  |      |         |      |  |   |        |   |  |   |          |  
|Diluted income (loss) per share: |                                                                                                  |  |                                               |        |                           |  |      |         |      |  |   |        |   |  |   |         
|                                 | As reported                                                                                      |  | $                                             | 0.49   |                           |  | $    | (0.35   | )    |  | $ | 0.24   |   |  | $ | (1.88    | )
|                                 |                                                                                                  |  |                                               |        |                           |  |      |         |      |  |   |        |   |  |   |          |  
|                                 | Pro forma                                                                                        |  | $                                             | 0.47   |                           |  | $    | (0.38   | )    |  | $ | 0.20   |   |  | $ | (1.93    | )
|                                 |                                                                                                  |  |                                               |        |                           |  |      |         |      |  |   |        |   |  |   |          |  

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  | %    |  |  | 66  | %
|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 May 2003, the Financial Accounting Standards Board (FASB) issued SFAS
No. 150 Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity (SFAS No. 150), which establishes standards for
how an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity.
SFAS No. 150 requires that an issuer classify a financial instrument that
is within its scope as a liability (or an asset in some circumstances), many of
which were previously classified as equity. SFAS No. 150 is effective for us
for financial instruments entered into or modified after May 31, 2003 and for
fiscal periods beginning after June 15, 2003 for existing

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Western Wireless Corporation
Notes to Condensed Consolidated Financial Statements (continued)(Unaudited)

financial instruments. We adopted the provisions of SFAS No. 150
effective July 1, 2003 which had no impact on our financial position or results
of operations.

In April 2003, the FASB issued SFAS No. 149, Amendment of 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. 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 adopted the provisions of SFAS No. 149 effective July 1,
2003 on a prospective basis which will have no material effect on our financial
position or results of operations.

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
either subject to a majority of the risk of loss from the variable interest
entitys activities, 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
adopted the provisions of FIN No. 46 effective January 31, 2003 for new or
revised agreements and adopted the provisions of FIN No 46 for existing
agreements on July 1, 2003. The adoption of FIN No. 46 had no material effect
on our financial position or results of operations.

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 adopted the provisions of EITF No. 00-21 effective
July 1, 2003 on a prospective basis which will have no material effect on our
financial position or results of operations.

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Western Wireless Corporation
Notes to Condensed Consolidated Financial Statements (continued)(Unaudited)

3.     Long-Term Debt:

|                                               |            |   |                        |           |              |   |           |           | 
|---------------------------------------------- | ---------- | - | ---------------------- | --------- | ------------ | - | --------- | --------- | 
|                                               |            |   | June 30,               |           | December 31,
|                                               |            |   | 2003                   |           | 2002        
|                                               |            |   |                        |           |             
|                                               |            |   | (Dollars in thousands)
|Credit Facility:                               |            |   |                        |           |              |   |           |          
|                                               | Revolvers  |   | $                      | 675,000   |              |   | $         | 700,000   | 
|                                               | Term Loans |   |                        | 1,072,000 |              |   |           | 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   |          
|4.625% Convertible Subordinated Notes Due 2023 |            |   | 115,000                |           |              |   |          
|tele.ring Term Loan                            |            |   | 182,941                |           |              |   | 151,976   |          
|Slovenian Credit Facility                      |            |   | 85,993                 |           |              |   | 71,391    |          
|Bolivian Bridge Loan                           |            |   | 34,700                 |           |              |   | 34,700    |          
|Other                                          |            |   | 33,724                 |           |              |   | 25,034    |          
|                                               |            |   |                        |           |              |   |           |           | 
|                                               |            |   | 2,582,408              |           |              |   | 2,466,151 |          
|Less current portion                           |            |   | (263,469               | )         |              |   | (144,196  | )        
|                                               |            |   |                        |           |              |   |           |           | 
|                                               |            | $ | 2,318,939              |           |              | $ | 2,321,955 |          
|                                               |            |   |                        |           |              |   |           |           | 

The aggregate amounts of principal maturities as of June 30, 2003, are as
follows:

|                                    |            |   |                        |         | 
|----------------------------------- | ---------- | - | ---------------------- | ------- | 
|                                    |            |   | (Dollars in thousands)
|Six months ending December 31, 2003 |            | $ | 177,172                |        
|Year ending December 31,            |            |   |                        |        
|                                    | 2004       |   |                        | 165,826 | 
|                                    | 2005       |   |                        | 321,345 | 
|                                    | 2006       |   |                        | 648,143 | 
|                                    | 2007       |   |                        | 504,922 | 
|                                    | 2008       |   |                        | 645,000 | 
|                                    | Thereafter |   |                        | 120,000 | 
|                                    |            |   |                        |        
|                                    |            | $ | 2,582,408              |        
|                                    |            |   |                        |        

Credit Facility:

At June 30, 2003, we had a $2.1 billion credit facility with a consortium
of lenders (the Credit Facility) consisting of: (i) a $500 million term loan
(Term Loan A); (ii) a $600 million term loan (Term Loan B); and (iii) two
$500 million revolving loans (Revolver A and Revolver B).

In July 2003, we amended the Credit Facility. With the amendment we
reduced the commitment under Revolver A to $350 million and prepaid: (i) $150
million under Term Loan A; (ii) $100 million under Term Loan B; and (iii) $150
million under Revolver B. The commitment reduction in Revolver A and each such
prepayment was applied to the earliest maturities first. In addition, among
other modifications, we modified certain quarterly financial covenants and
included a new covenant requiring our domestic operations to maintain a minimum
ratio of annualized operating cash flow to senior secured indebtedness. The
amendment will also require us to make mandatory prepayments from
excess cash flow and from certain proceeds of certain indebtedness. In
2004, based on current assumptions, we may be required to prepay the
Credit Facility between $40 million and $60 million in
excess cash flow. These prepayments will not effect the
amount available under Revolver A. The amended Credit Facility further limits
the amount we are permitted to invest in our international subsidiaries from
January 1, 2003 to $100 million plus certain other amounts received by us or
our

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Western Wireless Corporation
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)

domestic subsidiaries from our international subsidiaries. Our applicable
margin under Revolver A, Revolver B and Term Loan A, based upon our leverage
ratio, has been increased to a range of 1.625% to 2.25% for Eurodollar advances
and 0.625% to 1.25% for prime rate advances. The applicable margin for Term
Loan B increased to 3.25% for Eurodollar advances and 2.25% for prime rate
advances.

101⁄2% Senior Subordinated Notes Due 2006 and 2007:

At June 30, 2003 we had outstanding $187.1 million and $196.0 million of
101⁄2% Senior Subordinated Notes due 2006 and 2007, respectively (the 2006
Notes and the 2007 Notes). On July 17, 2003 the Bank of New York, as
trustee, notified holders of the 2006 Notes and the 2007 Notes that we have
elected to redeem the entire principal amount of the 2006 Notes and 2007 Notes
together with accrued interest on August 18, 2003. The redemption price for
the 2006 Notes is 101.75% and the redemption price for the 2007 Notes is
103.5%. We will record an aggregate loss on the early redemption of the 2006
Notes and the 2007 Notes of approximately $14 million in the third quarter of
2003.

9.25% Senior Notes Due 2013:

In July 2003, we issued $600 million of 9.25% Senior Notes due 2013 (the
2013 Notes) at par. Interest is payable semi-annually. We may redeem the
2013 Notes at our option at any time on or after July 15, 2008, in whole or
from time to time in part, at specified redemption prices, plus accrued and
unpaid interest. In addition, on or before July 15, 2008, we may redeem any of
the 2013 Notes at our option at any time, in whole, or from time to time in
part, at a redemption price equal to the greater of (i) 100% of the principal
amount of the notes being redeemed or (ii) the sum of the
present values of the
remaining scheduled payments of principal and interest on the notes being
redeemed discounted to the date of redemption at a specified rate. The 2013
Notes contain certain covenants that, among other things, limit our ability to
incur additional indebtedness, make certain asset dispositions, make restricted
payments, issue capital stock of certain wholly-owned subsidiaries and enter
into certain mergers, sales or combinations. The 2013 Notes are unsecured and
will rank equally in right of payment to all existing and future senior
unsecured obligations of ours. Additionally, the 2013 Notes will rank senior
in right of payment to all existing and future subordinated obligations
including the 2006 Notes, 2007 Notes and the 2023 Notes (see below).

4.625% Convertible Subordinated Notes Due 2023:

In June 2003, we issued $115 million of 4.625% Convertible Subordinated
Notes due 2023 (the 2023 Notes) at par. Interest is payable semi-annually.
The 2023 Notes are convertible into Class A common stock at a per share price of
$15.456, subject to adjustment, at any time or, at our option, an equivalent amount of cash in lieu of
shares of common stock. In addition, holders may require that we repurchase
all or a portion of the 2023 Notes on June 15, 2013 and June 15, 2018 at par
plus accrued interest payable in cash or Class A common stock, at our option.
Between June 18, 2006 and June 18, 2010, we may redeem in whole or in part the
2023 Notes in cash at par plus accrued interest plus a make whole amount equal
to the present value of the remaining scheduled interest payments through and
including June 15, 2010, subject to the closing sales price of our common stock
exceeding the conversion price by 150% for 20 trading days in any consecutive
30 day trading period immediately prior to notification of redemption. Between
June 18, 2010 and June 18, 2013, we may redeem in cash at par plus accrued
interest all or a portion of the 2023 Notes subject to the closing sales price
of our common stock exceeding the conversion price by 125% for 20 trading days
in any consecutive 30 day trading period immediately prior to notification of
redemption. After June 18, 2013, the 2023 Notes are redeemable at par plus
accrued interest. The 2023 Notes are subordinate in right of payment to the
Credit Facility, the 2013 Notes and all indebtedness and other liabilities of our subsidiaries.

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Western Wireless Corporation
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)

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. In May 2003, WWI
contributed an additional $2.9 million in equity to Vega as a result of Vegas
revenue shortfalls during the three months ended March 31, 2003. As of June
30, 2003, Vega is not in compliance with certain covenants, including
its network coverage, minimum service revenue and minimum
subscriber covenants. As a result, WWI and the participating banks
are negotiating, and have substantially agreed to, all material terms of an amended credit facility. Under the terms of the
drafted amendment, the following changes to the terms of the Slovenian Credit
Facility will be made: (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 $21.4 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. We have
obtained a waiver of certain covenants through August 28, 2003. So long as the
amendment process is moving forward in an acceptable manner, we believe that no
action to accelerate the loans under the Slovenian Credit Facility will be
taken. Based on the facts, we have presented the Slovenian Credit
Facility in the current portion of long-term debt as required by U.S.
GAAP. Once
the amendment is in place, the long-term portion of the Slovenian Credit
Facility will be classified as long-term based on the original maturities
schedule. However, there can be no assurance 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.
As of June 30, 2003, Vega had $86.0 million outstanding 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. Currently, the maturity date of the
Bolivian Bridge Loan has been extended to August 19, 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 at
which time WWIC will be required to provide $11.6 million as cash collateral
for a letter of credit in favor of OPIC until such time as NuevaTel satisfies
certain financial and other conditions. 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 or that the Bolivian Refinancing will be consummated. As of June
30, 2003, the outstanding amount under the Bolivian Bridge Loan was $34.7
million and the facility was fully drawn.

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Western Wireless Corporation
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)

Use of Proceeds:

Subsequent to the end of the quarter, we used the proceeds from the 2013
Notes, the 2023 Notes and the sale of our minority interest in VIP-Net GSM
d.o.o. (VIP-Net, see Note 6) to prepay $400 million of the Credit Facility,
applied to earliest maturities first, as provided for under the Credit Facility
amendment. The remainder of the proceeds will be used to redeem the 2006 Notes
and 2007 Notes, as discussed above.

The following represents the aggregate amounts of principal maturities
taking the previously mentioned transactions into consideration:

|                                    |            |   |                        |         | 
|----------------------------------- | ---------- | - | ---------------------- | ------- | 
|                                    |            |   | (Dollars in thousands)
|Six months ending December 31, 2003 |            | $ | 124,172                |        
|Year ending December 31,            |            |   |                        |        
|                                    | 2004       |   |                        | 9,826   | 
|                                    | 2005       |   |                        | 215,345 | 
|                                    | 2006       |   |                        | 455,093 | 
|                                    | 2007       |   |                        | 302,922 | 
|                                    | 2008       |   |                        | 572,000 | 
|                                    | Thereafter |   |                        | 720,000 | 
|                                    |            |   |                        |        
|                                    |            | $ | 2,399,358              |        
|                                    |            |   |                        |        

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. In addition,
we have agreed to file a shelf registration statement with the SEC to
register the resale of the 2023 Notes and the shares of Class A
common stock issuable upon their conversion. In the event certain
registration defaults relating to the filing, effectiveness or
availability of that shelf registration statement exist, then for the
first 90-day period that such default exists the annual rate of
interest on the 2023 Notes will increase by 0.25%. For any additional
days that such a registration default exists, the annual
rate of interest on the 2023 Notes will increase by 0.50%. We have
also agreed to file a registration statement pursuant to which we
will either offer to exchange the 2013 Notes for substantially
similar notes that are registered or, in certain circumstances,
register the resale of the 2013 Notes. In the event certain
registration defaults relating to the filing, effectiveness or
availability of the registration statement exist, then for each
90-day period that such default exists the annual rate of interest on
the 2013 Notes will increase by 0.25% to a maximum of 1.00%. We
intend to file additional registration statements as well as use the
Shelf Registration Statement to effect these registrations.

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 June 30, 2003 was approximately $5.0 million.

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Western Wireless Corporation
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)

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% interest,
respectively, in COMCEL at June 30, 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.

5. Income (Loss) Per Common Share:

Statement of Financial Accounting Standards No. 128, Earnings Per Share,
requires two presentations of income per share  basic and diluted.

Basic income (loss) per share is calculated using the weighted average
number of shares of outstanding stock during the period. Diluted income (loss)
per common share incorporates the incremental shares issuable upon the assumed
exercise of stock options and upon the assumed conversion of our 2023 Notes in
2003 as if conversion to common shares had occurred at the issue date. For
those years presented with net losses, the options outstanding are
antidilutive, thus basic and diluted loss per share are equal. Dilutive
weighted average shares issuable upon the exercise of stock options, which were
not included in the calculation, were 50,000 and 334,000 for the three months
and six months ended June 30, 2002, respectively, because they were
antidilutive. As of June 30, 2003, 1,141,000 shares issuable upon the assumed
conversion of our 2023 Notes could potentially dilute earnings per share in the
future but were excluded from the calculation of diluted earnings per common
share for the six months ended June 30, 2003 because they were antidilutive.

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Western Wireless Corporation
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)

The following table sets forth the computation of basic and diluted income
(loss) per share:

|                                 |                                              |   |               |        |  |                                               |         |                           |   |            |        |        |  |            |          |          |   |            |  | 
|-------------------------------- | -------------------------------------------- | - | ------------- | ------ |  | --------------------------------------------- | ------- | ------------------------- | - | ---------- | ------ | ------ |  | ---------- | -------- | -------- | - | ---------- |  | 
|                                 |                                              |   |               |        |  | Three months ended June 30,                   |         | Six months ended June 30,
|                                 |                                              |   |               |        |  |                                               |         |                          
|                                 |                                              |   |               |        |  | 2003                                          |         | 2002                      |   | 2003       |        | 2002  
|                                 |                                              |   |               |        |  |                                               |         |                           |   |            |        |       
|                                 |                                              |   |               |        |  | (Dollars in thousands, except per share data)
|Numerator:                       |                                              |   |               |        |  |                                               |         |                           |   |            |        |        |  |            |          |         
|                                 | Income (loss) from continuing operations     |   | $             | 40,325 |  |                                               | $       | (29,942                   | ) |            | $      | 18,764 |  |            | $        | (152,052 | )
|                                 | Income from discontinued operations          |   |               |        |  |                                               |         | 2,565                     |   |            |        |        |  |            |          | 4,027    |  
|                                 |                                              |   |               |        |  |                                               |         |                           |   |            |        |        |  |            |          |          |   |           
|Net income (loss)  basic        |                                              |   | 40,325        |        |  |                                               | (27,377 | )                         |   |            | 18,764 |        |  |            | (148,025 | )       
|                                 | Interest and financing expense of 2023 Notes |   |               | 284    |  |                                               |         |                           |   |            |        |        |  |            |          |          |  
|                                 |                                              |   |               |        |  |                                               |         |                           |   |            |        |        |  |            |          |          |   |           
|Net income (loss)  diluted      |                                              | $ | 40,609        |        |  | $                                             | (27,377 | )                         |   | $          | 18,764 |        |  | $          | (148,025 | )       
|                                 |                                              |   |               |        |  |                                               |         |                           |   |            |        |        |  |            |          |          |   |           
|Denominator:                     |                                              |   |               |        |  |                                               |         |                           |   |            |        |        |  |            |          |         
|                                 | Weighted average shares:                     |   |               |        |  |                                               |         |                           |   |            |        |        |  |            |          |          |  
|                                 |                                              |   | Basic         |        |  | 79,246,000                                    |         |                           |   | 78,969,000 |        |        |  | 79,220,000 |          |          |   | 78,940,000 | 
|                                 | Effect of dilutive shares:                   |   |               |        |  |                                               |         |                           |   |            |        |        |  |            |          |          |  
|                                 |                                              |   | Stock options |        |  | 833,000                                       |         |                           |   |            |        |        |  | 581,000    |          |          |   |            | 
|                                 |                                              |   | 2023 Notes    |        |  | 2,269,000                                     |         |                           |   |            |        |        |  |            |          |          |   |            | 
|                                 |                                              |   |               |        |  |                                               |         |                           |   |            |        |        |  |            |          |          |   |           
|                                 | Weighted average shares:                     |   |               |        |  |                                               |         |                           |   |            |        |        |  |            |          |          |  
|                                 |                                              |   | Diluted       |        |  | 82,348,000                                    |         |                           |   | 78,969,000 |        |        |  | 79,801,000 |          |          |   | 78,940,000 | 
|                                 |                                              |   |               |        |  |                                               |         |                           |   |            |        |        |  |            |          |          |   |           
|Basic income (loss) per share:   |                                              |   |               |        |  |                                               |         |                           |   |            |        |        |  |            |          |         
|                                 | Continuing operations                        |   | $             | 0.51   |  |                                               | $       | (0.38                     | ) |            | $      | 0.24   |  |            | $        | (1.93    | )
|                                 | Discontinued operations                      |   |               |        |  |                                               |         | 0.03                      |   |            |        |        |  |            |          | 0.05     |  
|                                 |                                              |   |               |        |  |                                               |         |                           |   |            |        |        |  |            |          |          |   |           
|Basic income (loss) per share    |                                              | $ | 0.51          |        |  | $                                             | (0.35   | )                         |   | $          | 0.24   |        |  | $          | (1.88    | )       
|                                 |                                              |   |               |        |  |                                               |         |                           |   |            |        |        |  |            |          |          |   |           
|Diluted income (loss) per share: |                                              |   |               |        |  |                                               |         |                           |   |            |        |        |  |            |          |         
|                                 | Continuing operations                        |   | $             | 0.49   |  |                                               | $       | (0.38                     | ) |            | $      | 0.24   |  |            | $        | (1.93    | )
|                                 | Discontinued operations                      |   |               |        |  |                                               |         | 0.03                      |   |            |        |        |  |            |          | 0.05     |  
|                                 |                                              |   |               |        |  |                                               |         |                           |   |            |        |        |  |            |          |          |   |           
|Diluted income (loss) per share  |                                              | $ | 0.49          |        |  | $                                             | (0.35   | )                         |   | $          | 0.24   |        |  | $          | (1.88    | )       
|                                 |                                              |   |               |        |  |                                               |         |                           |   |            |        |        |  |            |          |          |   |           

6. Acquisitions and Dispositions:

Croatia Disposition:

In October 1998, VIP-Net was formed as a joint venture between WWI,
Mobilkom Austria (Mobilkom) and four other partners in Austria and Croatia.
In June 2003, WWI sold its 19% minority ownership interest in VIP-Net to
Mobilkom for $69.6 million in cash, which included repayment of a loan to WWI.
Additionally, Mobilkom assumed WWIs portion of the guarantee of VIP-Nets
credit facility, which was secured by WWIs shares of VIP-Net. This
transaction resulted in a gain on sale of $40.5 million.

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Western Wireless Corporation
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)

Arizona 6 Disposition:

In May 2003, we signed an asset purchase agreement to sell the assets and
license for our Arizona 6 Rural Service Area (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 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 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. We expect this transaction to close during the third quarter of
2003.

PCS Licenses Acquisition:

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. We expect this transaction to close during the third quarter of 2003.

7. Segment Information:

Our operations are overseen by domestic and international management
teams, each reporting to the Chief Executive Officer of the Company.
Domestically, 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.

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Western Wireless Corporation
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)

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 June 30, 2003 |                                       |  |                        |           |               |  |              |         |   |  |   |          
|                                 | Total revenues                        |  | $                      | 239,777   |               |  | $            | 119,455 |   |  | $ | 359,232   | 
|                                 | Depreciation and amortization expense |  |                        | 54,527    |               |  |              | 16,838  |   |  |   | 71,365    | 
|                                 | Interest and financing expense, net   |  |                        | 22,252    |               |  |              | 15,187  |   |  |   | 37,439    | 
|                                 | Adjusted EBITDA(1)                    |  |                        | 105,044   |               |  |              | (844    | ) |  |   | 104,200   | 
|                                 | Total capital expenditures            |  |                        | 33,700    |               |  |              | 14,391  |   |  |   | 48,091    | 
|Six months ended June 30, 2003   |                                       |  |                        |           |               |  |              |         |   |  |   |          
|                                 | Total revenues                        |  | $                      | 461,254   |               |  | $            | 225,152 |   |  | $ | 686,406   | 
|                                 | Depreciation and amortization expense |  |                        | 104,630   |               |  |              | 32,307  |   |  |   | 136,937   | 
|                                 | Asset dispositions                    |  |                        | 7,640     |               |  |              |         |   |  |   | 7,640     | 
|                                 | Interest and financing expense, net   |  |                        | 46,032    |               |  |              | 29,886  |   |  |   | 75,918    | 
|                                 | Adjusted EBITDA(1)                    |  |                        | 202,892   |               |  |              | (4,383  | ) |  |   | 198,509   | 
|                                 | Total capital expenditures            |  |                        | 64,305    |               |  |              | 35,534  |   |  |   | 99,839    | 
|At June 30, 2003                 |                                       |  |                        |           |               |  |              |         |   |  |   |          
|                                 | Total assets                          |  | $                      | 1,951,517 |               |  | $            | 606,591 |   |  | $ | 2,558,108 | 

|                                 |                                       |  |                        |           |               |  |              |         |   |  |   |           | 
|-------------------------------- | ------------------------------------- |  | ---------------------- | --------- | ------------- |  | ------------ | ------- | - |  | - | --------- | 
|                                 |                                       |  | Domestic               |           | International |  |              |         |  
|                                 |                                       |  | Operations             |           | Operations    |  | Consolidated
|                                 |                                       |  |                        |           |               |  |             
|                                 |                                       |  | (Dollars in thousands)
|Three months ended June 30, 2002 |                                       |  |                        |           |               |  |              |         |   |  |   |          
|                                 | Total revenues                        |  | $                      | 222,591   |               |  | $            | 68,258  |   |  | $ | 290,849   | 
|                                 | Depreciation and amortization expense |  |                        | 47,130    |               |  |              | 10,252  |   |  |   | 57,382    | 
|                                 | Asset dispositions                    |  |                        | 7,556     |               |  |              |         |   |  |   | 7,556     | 
|                                 | Interest and financing expense, net   |  |                        | 28,031    |               |  |              | 10,971  |   |  |   | 39,002    | 
|                                 | Adjusted EBITDA(1)                    |  |                        | 91,969    |               |  |              | (13,818 | ) |  |   | 78,151    | 
|                                 | Total capital expenditures            |  |                        | 30,468    |               |  |              | 49,781  |   |  |   | 80,249    | 
|Six months ended June 30, 2002   |                                       |  |                        |           |               |  |              |         |   |  |   |          
|                                 | Total revenues                        |  | $                      | 433,868   |               |  | $            | 141,407 |   |  | $ | 575,275   | 
|                                 | Depreciation and amortization expense |  |                        | 96,692    |               |  |              | 21,129  |   |  |   | 117,821   | 
|                                 | Asset dispositions                    |  |                        | 7,556     |               |  |              |         |   |  |   | 7,556     | 
|                                 | Interest and financing expense, net   |  |                        | 57,035    |               |  |              | 20,974  |   |  |   | 78,009    | 
|                                 | Adjusted EBITDA(1)                    |  |                        | 176,856   |               |  |              | (26,483 | ) |  |   | 150,373   | 
|                                 | Total capital expenditures            |  |                        | 65,743    |               |  |              | 92,515  |   |  |   | 158,258   | 
|At June 30, 2002                 |                                       |  |                        |           |               |  |              |         |   |  |   |          
|                                 | Total assets                          |  | $                      | 1,817,741 |               |  | $            | 566,767 |   |  | $ | 2,384,508 | 

(1)Adjusted EBITDA

EBITDA, which the Company has in the past also referred to as cash flow,
is a non-GAAP financial measure generally defined as net income (loss) before
interest, taxes, depreciation and amortization. However, when the Company uses
the non-GAAP financial measure EBITDA it further excludes the following items:
(i) asset dispositions; (ii) stock-based compensation; (iii) equity in net
(income) loss of unconsolidated affiliates, net of tax and other, net; (iv)
(gain) loss on sale of Croatian joint venture; (v) minority interests in net
loss of consolidated subsidiaries; and (vi) income from discontinued
operations. Accordingly, the Company has revised the title EBITDA that it
has used in the past to Adjusted EBITDA. Each of the items excluded from
Adjusted EBITDA referenced above is presented in the Companys Condensed
Consolidated Statements of Operations and Comprehensive Income (Loss).

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Western Wireless Corporation
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)

Other companies in the wireless industry may define Adjusted EBITDA in a
different manner or present other varying financial measures, and, accordingly,
the Companys presentation may not be comparable to other similarly titled
measures of other companies. The Companys calculation of Adjusted EBITDA is
also not directly comparable to EBIT (earnings before interest and taxes) or
EBITDA.

The Company views Adjusted EBITDA as an operating performance measure and
as such, believes that the GAAP financial measure most directly comparable to
Adjusted EBITDA is net income (loss). The Company has presented Adjusted
EBITDA because this financial measure, in combination with other financial
measures, is an integral part of the Companys internal reporting system
utilized by management to assess and evaluate the performance of its business.
Adjusted EBITDA is also considered a significant performance measure. It is
used by management as a measurement of the Companys success in obtaining,
retaining and servicing customers by reflecting the Companys ability to
generate subscriber revenue while providing a high level of customer service in
a cost effective manner. The components of Adjusted EBITDA include the key
revenue and expense items for which our operating managers are responsible and
upon which the Company evaluates their performance.

Adjusted EBITDA is consistent with certain financial measures used in the
Companys Credit Facility and 2013 Notes. Such financial measures are key
components of several negative covenants including, among others, the
limitation on incurrence of indebtedness, the limitations on investments and
acquisitions and the limitation on distributions and dividends.

Adjusted EBITDA should not be construed as an alternative to net 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. The Company believes Adjusted EBITDA is useful to
investors as a means to evaluate the Companys operating performance prior to
financing costs, deferred tax charges, non-cash depreciation and amortization
expense and certain other non-cash charges. Although Adjusted EBITDA may be
defined differently by other companies in the wireless industry, the Company
believes that Adjusted EBITDA provides some commonality of measurement in
analyzing operating performance of companies in the wireless industry.

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Western Wireless Corporation
Notes to Condensed Consolidated Financial Statements (continued)
(Unaudited)

A reconciliation of Net Income (Loss) to Adjusted EBITDA is included in
the following table:

|                  |                                                |                                       |        |                             |        |               |        |              |        |          |        |               |        |              |       |        |       |   |         |         |        |   |         |        |        |  
|----------------- | ---------------------------------------------- | ------------------------------------- | ------ | --------------------------- | ------ | ------------- | ------ | ------------ | ------ | -------- | ------ | ------------- | ------ | ------------ | ----- | ------ | ----- | - | ------- | ------- | ------ | - | ------- | ------ | ------ | -
|                  |                                                |                                       |        | Three months ended June 30,
|                  |                                                |                                       |        |                            
|                  |                                                |                                       |        | 2003                        |        | 2002         
|                  |                                                |                                       |        |                             |        |              
|                  |                                                |                                       |        | Domestic                    |        | International |        | Consolidated |        | Domestic |        | International |        | Consolidated
|                  |                                                |                                       |        |                             |        |               |        |              |        |          |        |               |        |             
|Net income (loss) |                                                | $                                     | 22,994 |                             |        | $             | 17,331 |              |        | $        | 40,325 |               |        | $            | 1,004 |        |       | $ | (28,381 | )       |        | $ | (27,377 | )     
|                  | Depreciation and amortization                  |                                       |        | 54,527                      |        |               |        | 16,838       |        |          |        | 71,365        |        |              |       | 47,130 |       |   |         | 10,252  |        |   |         | 57,382 |       
|                  | Asset dispositions                             |                                       |        |                             |        |               |        |              |        |          |        |               |        |              |       | 7,556  |       |   |         |         |        |   |         | 7,556  |       
|                  | Stock-based compensation                       |                                       |        |                             |        |               |        |              |        |          |        |               |        |              |       |        |       |   |         |         |        |   |         |        |       
|                  | Interest and financing expense, net            |                                       |        | 22,252                      |        |               |        | 15,187       |        |          |        | 37,439        |        |              |       | 28,031 |       |   |         | 10,971  |        |   |         | 39,002 |       
|                  | Equity in net (income) loss of unconsolidated  |                                       |        |                             |        |               |        |              |        |          |        |               |        |              |       |        |       |   |         |         |        |   |         |        |       
|                  |                                                | affiliates, net of tax and other, net |        |                             | (2,339 | )             |        |              | (7,165 | )        |        |               | (9,504 | )            |       |        | 4,010 |   |         |         | (2,322 | ) |         |        | 1,688  |  
|                  | (Gain) loss on sale of Croatian joint venture  |                                       |        | 1,574                       |        |               |        | (42,093      | )      |          |        | (40,519       | )      |              |       |        |       |   |         |         |        |   |         |        |       
|                  | Minority interests in net loss of consolidated |                                       |        |                             |        |               |        |              |        |          |        |               |        |              |       |        |       |   |         |         |        |   |         |        |       
|                  |                                                | subsidiaries                          |        |                             |        |               |        |              | (1,651 | )        |        |               | (1,651 | )            |       |        |       |   |         |         | (2,590 | ) |         |        | (2,590 | )
|                  | Provision for income taxes                     |                                       |        | 6,036                       |        |               |        | 709          |        |          |        | 6,745         |        |              |       | 4,238  |       |   |         | 817     |        |   |         | 5,055  |       
|                  | Income from discontinued operations            |                                       |        |                             |        |               |        |              |        |          |        |               |        |              |       |        |       |   |         | (2,565  | )      |   |         | (2,565 | )     
|                  |                                                |                                       |        |                             |        |               |        |              |        |          |        |               |        |              |       |        |       |   |         |         |        |   |         |       
|                  | Adjusted EBITDA                                |                                       | $      | 105,044                     |        |               | $      | (844         | )      |          | $      | 104,200       |        |              | $     | 91,969 |       |   | $       | (13,818 | )      |   | $       | 78,151 |       
|                  |                                                |                                       |        |                             |        |               |        |              |        |          |        |               |        |              |       |        |       |   |         |         |        |   |         |       

|                  |                                                |                                       |        |                           |        |               |         |              |        |          |        |               |        |              |         |         |        |   |         |         |        |   |          |         |        |  
|----------------- | ---------------------------------------------- | ------------------------------------- | ------ | ------------------------- | ------ | ------------- | ------- | ------------ | ------ | -------- | ------ | ------------- | ------ | ------------ | ------- | ------- | ------ | - | ------- | ------- | ------ | - | -------- | ------- | ------ | -
|                  |                                                |                                       |        | Six months ended June 30,
|                  |                                                |                                       |        |                          
|                  |                                                |                                       |        | 2003                      |        | 2002         
|                  |                                                |                                       |        |                           |        |              
|                  |                                                |                                       |        | Domestic                  |        | International |         | Consolidated |        | Domestic |        | International |        | Consolidated
|                  |                                                |                                       |        |                           |        |               |         |              |        |          |        |               |        |             
|Net income (loss) |                                                | $                                     | 37,523 |                           |        | $             | (18,759 | )            |        | $        | 18,764 |               |        | $            | (90,419 | )       |        | $ | (57,606 | )       |        | $ | (148,025 | )      
|                  | Depreciation and amortization                  |                                       |        | 104,630                   |        |               |         | 32,307       |        |          |        | 136,937       |        |              |         | 96,692  |        |   |         | 21,129  |        |   |          | 117,821 |       
|                  | Asset dispositions                             |                                       |        | 7,640                     |        |               |         |              |        |          |        | 7,640         |        |              |         | 7,556   |        |   |         |         |        |   |          | 7,556   |       
|                  | Stock-based compensation                       |                                       |        |                           |        |               |         |              |        |          |        |               |        |              |         |         |        |   |         |         |        |   |          |         |       
|                  | Interest and financing expense, net            |                                       |        | 46,032                    |        |               |         | 29,886       |        |          |        | 75,918        |        |              |         | 57,035  |        |   |         | 20,974  |        |   |          | 78,009  |       
|                  | Equity in net (income) loss of unconsolidated  |                                       |        |                           |        |               |         |              |        |          |        |               |        |              |         |         |        |   |         |         |        |   |          |         |       
|                  |                                                | affiliates, net of tax and other, net |        |                           | (4,352 | )             |         |              | (3,071 | )        |        |               | (7,423 | )            |         |         | (1,786 | ) |         |         | (2,338 | ) |          |         | (4,124 | )
|                  | (Gain) loss on sale of Croatian joint venture  |                                       |        | 1,574                     |        |               |         | (42,093      | )      |          |        | (40,519       | )      |              |         |         |        |   |         |         |        |   |          |         |       
|                  | Minority interests in net loss of consolidated |                                       |        |                           |        |               |         |              |        |          |        |               |        |              |         |         |        |   |         |         |        |   |          |         |       
|                  |                                                | subsidiaries                          |        |                           |        |               |         |              | (4,043 | )        |        |               | (4,043 | )            |         |         |        |   |         |         | (5,825 | ) |          |         | (5,825 | )
|                  | Provision for income taxes                     |                                       |        | 9,845                     |        |               |         | 1,390        |        |          |        | 11,235        |        |              |         | 107,778 |        |   |         | 1,210   |        |   |          | 108,988 |       
|                  | Income from discontinued operations            |                                       |        |                           |        |               |         |              |        |          |        |               |        |              |         |         |        |   |         | (4,027  | )      |   |          | (4,027  | )     
|                  |                                                |                                       |        |                           |        |               |         |              |        |          |        |               |        |              |         |         |        |   |         |         |        |   |          |        
|                  | Adjusted EBITDA                                |                                       | $      | 202,892                   |        |               | $       | (4,383       | )      |          | $      | 198,509       |        |              | $       | 176,856 |        |   | $       | (26,483 | )      |   | $        | 150,373 |       
|                  |                                                |                                       |        |                           |        |               |         |              |        |          |        |               |        |              |         |         |        |   |         |         |        |   |          |        

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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; increased 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; product 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 reports filed with the Securities and Exchange Commission, including,
without limitation, those described under the caption, Risk Factors,
contained 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 wireless communications services in 19 western states under the
CELLULARONE® and Western Wireless® brand names principally through the
ownership and operation of cellular wireless systems. The 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.

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Historically, we have provided analog service to our customers and have
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 June 30, 2003, we covered approximately 55% of
our licensed population with CDMA digital technology. In 2003, we announced
our intention to offer Global System for Mobile Communications/General Packet
Radio Service (GSM) services to our roaming partners.

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 investments, is a provider of wireless communications
services in eight 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 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. In the second
quarter of 2003, WWI sold its minority interest in its Croatian joint venture,
VIP-Net GSM d.o.o. (VIP-Net).

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 and Six Months Ended June 30,
2003 and 2002

We had 1,231,200 domestic subscribers at June 30, 2003. This represents
an increase of 15,100 and 33,400 compared to March 31, 2003 and December 31,
2002, respectively. We had 1,165,300 domestic subscribers at June 30, 2002.
This represented an increase of 5,800 and a decrease of 11,200 compared to
March 31, 2002 and December 31, 2001, respectively.

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

|                              |                     |   |                          |         |                             |         |                           |         |                        |         |         |         |   |         |         |         |   |         | 
|----------------------------- | ------------------- | - | ------------------------ | ------- | --------------------------- | ------- | ------------------------- | ------- | ---------------------- | ------- | ------- | ------- | - | ------- | ------- | ------- | - | ------- | 
|                              |                     |   |                          |         | Three months ended June 30, |         | Six months ended June 30,
|                              |                     |   |                          |         |                             |         |                          
|                              |                     |   |                          |         | 2003                        |         | 2002                      |         | 2003                   |         | 2002   
|                              |                     |   |                          |         |                             |         |                           |         |                        |         |        
|                              |                     |   |                          |         |                             |         |                           |         | (Dollars in thousands) |         |         |         |  
|Revenues:                     |                     |   |                          |         |                             |         |                           |         |                        |         |         |         |   |         |         |        
|                              | Subscriber revenues |   | $                        | 173,886 |                             |         | $                         | 151,999 |                        |         | $       | 336,253 |   |         | $       | 297,677 |  
|                              | Roamer revenues     |   |                          | 54,704  |                             |         |                           | 58,841  |                        |         |         | 102,883 |   |         |         | 111,851 |  
|                              | Equipment sales     |   |                          | 10,648  |                             |         |                           | 10,463  |                        |         |         | 20,464  |   |         |         | 20,888  |  
|                              | Other revenues      |   |                          | 539     |                             |         |                           | 1,288   |                        |         |         | 1,654   |   |         |         | 3,452   |  
|                              |                     |   |                          |         |                             |         |                           |         |                        |         |         |         |   |         |         |        
|                              |                     |   | Total revenues           |         | $                           | 239,777 |                           |         | $                      | 222,591 |         |         | $ | 461,254 |         |         | $ | 433,868 | 
|Operating expenses:           |                     |   |                          |         |                             |         |                           |         |                        |         |         |         |   |         |         |        
|Cost of service               |                     | $ | 43,344                   |         |                             | $       | 46,157                    |         |                        | $       | 82,729  |         |   | $       | 90,491  |        
|Cost of equipment sales       |                     |   | 22,231                   |         |                             |         | 19,302                    |         |                        |         | 41,129  |         |   |         | 37,732  |        
|General and administrative    |                     |   | 40,575                   |         |                             |         | 34,947                    |         |                        |         | 79,552  |         |   |         | 72,835  |        
|Sales and marketing           |                     |   | 28,583                   |         |                             |         | 30,216                    |         |                        |         | 54,952  |         |   |         | 55,954  |        
|Depreciation and amortization |                     |   | 54,527                   |         |                             |         | 47,130                    |         |                        |         | 104,630 |         |   |         | 96,692  |        
|Asset dispositions            |                     |   |                          |         |                             |         | 7,556                     |         |                        |         | 7,640   |         |   |         | 7,556   |        
|                              |                     |   |                          |         |                             |         |                           |         |                        |         |         |         |   |         |         |        
|                              |                     |   | Total operating expenses |         | $                           | 189,260 |                           |         | $                      | 185,308 |         |         | $ | 370,632 |         |         | $ | 361,260 | 
|                             
|Adjusted EBITDA               |                     | $ | 105,044                  |         |                             | $       | 91,969                    |         |                        | $       | 202,892 |         |   | $       | 176,856 |        

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For the definition of Adjusted EBITDA, and the reconciliation of Adjusted
EBITDA, which is a non-GAAP financial measure, to net income (loss), the most
directly comparable GAAP financial measure, see Adjustments to Reconcile Net
Income (Loss) to Adjusted EBITDA.

Domestic Revenues

The increase in subscriber revenues for the three and six month periods
ended June 30, 2003, compared to the same periods one year ago, was due partly
to an increase in average revenue per unit (ARPU defined as subscriber
revenues divided by average subscribers) and due partly to growth in
subscribers. ARPU was $47.37 for the three months ended June 30, 2003, a
$3.78, or 8.7%, increase from $43.59 for the three months ended June 30, 2002.
ARPU was $46.14 for the six months ended June 30, 2003, a $3.77, or 8.9%,
increase from $42.37 for the six months ended June 30, 2002. The increase in
ARPU was due to many factors including the receipt of federal universal service
fund payments as an Eligible Telecommunications Carrier for certain of our
traditional mobile services customers which contributed $1.88 and $2.00 to the
increase in ARPU for the three and six months ended June 30, 2003,
respectively. 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. 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, but we can provide no long-term assurances that federal
universal service fund payments will continue at the current level, if at all.

The decrease in roamer revenue for the three and six months ended June 30,
2003, compared to the same periods a year ago was primarily due to a decrease
in the rates charged between carriers partially offset by an increase in roaming
traffic on our network. In March 2002, we extended our TDMA 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 provided 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. In May 2003, we announced the
signing of additional long-term roaming agreements with T-Mobile USA, Inc.
through 2013 and Cingular through 2008 to provide GSM services to
their customers utilizing our network. Further, in July 2003, we announced the
signing of an additional GSM long-term roaming agreement with AT&T Wireless
through 2006. We expect to begin offering GSM roaming 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 for the second half of 2003 constant compared to the second
half of 2002.

Domestic Operating Expenses

The decrease in cost of service for the three and six month periods ended
June 30, 2003, compared to the same periods one year ago, was due primarily to
a decrease in interconnection costs. In addition, we experienced decreased
off-network roaming costs for our customers as a result of lower contractual
rates contained in our new roaming agreements. These savings were 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 $0.022 per MOU for the three months ended June 30, 2003 and $0.023
per MOU for the six months ended June 30, 2003, compared to $0.032 per MOU for
the three months ended June 30, 2002 and $0.034 per MOU for the six months
ended June 30, 2002. The decrease in domestic cost of service per MOU was due
mainly to lower interconnect rates and the decrease in off-network roaming
costs as discussed above. In addition, we continued to see decreases
in the fixed cost

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components of cost of service 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 for the three and six month periods
ended June 30, 2003 compared to the same periods one year ago. The increase
was the result of an increase in the volume of handsets sold
partially offset by a
decrease in the average per unit cost of handsets sold. For the remainder of
2003, we expect that regulatory and technological requirements, along with
demand for feature rich handsets, will increase our per unit cost of handsets
as compared to 2002. 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 for the three and six month
periods ended June 30, 2003 compared to the same periods one year ago. The
year-over-year increase was a result of an increase in bad debt expense and a
larger subscriber base. Our domestic general and administrative monthly cost
per average subscriber for the three months ended June 30, 2003 increased to
$11.05 compared to $10.02 for the three months ended June 30, 2002. Our
domestic general and administrative monthly cost per average subscriber for the
six months ended June 30, 2003 increased to $10.92 compared to $10.37 for the
six months ended June 30, 2002. We anticipate our domestic 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 year-over-year increase in bad debt
expense.

Sales and marketing costs decreased slightly for the three and six month
periods ended June 30, 2003, compared to the same periods one year ago due
primarily to a decrease in cost per gross subscriber addition partially
offset by an increase in the number of gross subscriber additions. Cost per gross subscriber addition
(determined by dividing the sum of sales and marketing costs and cost of
equipment sales, reduced by equipment sales, by the number of gross subscriber
additions for the period) decreased to $395 for the three months ended June 30,
2003 compared to $445 for the three months ended June 30, 2002. For the six
months ended June 30, 2003, cost per gross subscriber addition decreased to
$390 compared to $449 for the six months ended June 30, 2002. We include
digital handset subsidies incurred in retaining existing subscribers in
subscriber acquisition costs. These retention costs had a $68 and $53 impact
on cost per gross subscriber addition for the three months ended June 30, 2003
and 2002, respectively, and a $61 and $50 impact on cost per gross subscriber
addition for the six months ended June 30, 2003 and 2002, respectively. We
expect cost per gross subscriber addition, 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 increase in depreciation and amortization expense for the three and
six months ended June 30, 2003, compared to the same periods in 2002, was
mainly attributable to the growth of domestic wireless communication system
assets.

The asset dispositions loss for the six months ended June 30, 2003
resulted from recording a $7.6 million impairment charge related to the pending
sale of one of our RSAs. The sales price of this RSA reflects that future cash
flows will be less than the carrying value of the license. Accordingly, we
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
condensed consolidated
statement of operations. We expect this transaction to close during the third
quarter of 2003 and do not anticipate any further impact to our financial
results related to this disposition.

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The asset dispositions loss for the three and six months ended June 30,
2002 resulted from the implementation of our strategy to dispose of certain
minor domestic non-core assets. In conjunction with these efforts, we recognized a charge in the second quarter of 2002 of approximately $7.6 million
related to the disposition of certain of our paging assets.

Domestic Adjusted EBITDA

Domestic Adjusted EBITDA (refer to definition at Adjustments to Reconcile
Net Income (Loss) to Adjusted EBITDA) increased for the three and six months
ended June 30, 2003, compared to the three and six months ended June 30, 2002.
The increase for the three and six months ended June 30, 2003 compared to the
same periods in 2002 was the result of an increase in revenues in conjunction
with decreases in cost of service and sales and marketing expenses. These
items were partially offset by increases in cost of equipment sales and general
and administrative expenses. Management expects domestic Adjusted EBITDA to
increase at a moderate pace in 2003.

Results of International Operations for the Three and Six Months Ended
June 30, 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 902,100 consolidated international customers
at June 30, 2003. This represented an increase of 65,700 and 160,800, or 8%
and 22%, compared to March 31, 2003 and December 31, 2002, respectively. We
had 579,500 consolidated international customers at June 30, 2002. This
represented an increase of 54,500 and 88,400, or 10% and 18%, compared to March
31, 2002 and December 31, 2001, respectively. As of June 30, 2003 and 2002,
approximately 62% and 69%, respectively, of our consolidated international
customers were prepaid customers. As of June 30, 2003, we had 165,700 fixed
lines. This represented a decrease of 5,900 and 10,200, or 3% and 6%, compared
to March 31, 2003 and December 31, 2002, respectively.

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

|                    |                               |                          |      |                             |         |                           |         |                        |        |      |        |         |         |   |         |        |         | 
|------------------- | ----------------------------- | ------------------------ | ---- | --------------------------- | ------- | ------------------------- | ------- | ---------------------- | ------ | ---- | ------ | ------- | ------- | - | ------- | ------ | ------- | 
|                    |                               |                          |      | Three months ended June 30, |         | Six months ended June 30,
|                    |                               |                          |      |                             |         |                          
|                    |                               |                          |      | 2003                        |         | 2002                      |         | 2003                   |        | 2002
|                    |                               |                          |      |                             |         |                           |         |                        |        |     
|                    |                               |                          |      |                             |         |                           |         | (Dollars in thousands) |        |      |        |        
|Revenues:           |                               |                          |      |                             |         |                           |         |                        |        |      |        |         |         |   |         |       
|                    | Subscriber revenues           |                          | $    | 90,017                      |         |                           | $       | 46,216                 |        |      | $      | 160,974 |         |   | $       | 93,732 |        
|                    | Roamer revenues               |                          |      | 9,486                       |         |                           |         | 5,351                  |        |      |        | 23,385  |         |   |         | 13,204 |        
|                    | Fixed line revenues           |                          |      | 14,640                      |         |                           |         | 13,383                 |        |      |        | 29,691  |         |   |         | 26,999 |        
|                    | Equipment sales               |                          |      | 2,585                       |         |                           |         | 2,072                  |        |      |        | 5,812   |         |   |         | 5,316  |        
|                    | Other revenues                |                          |      | 2,727                       |         |                           |         | 1,236                  |        |      |        | 5,290   |         |   |         | 2,156  |        
|                    |                               |                          |      |                             |         |                           |         |                        |        |      |        |         |         |   |         |       
|                    |                               | Total revenues           |      | $                           | 119,455 |                           |         | $                      | 68,258 |      |        | $       | 225,152 |   |         | $      | 141,407 | 
|Operating expenses: |                               |                          |      |                             |         |                           |         |                        |        |      |        |         |         |   |         |       
|                    | Cost of service               |                          | $    | 61,502                      |         |                           | $       | 44,277                 |        |      | $      | 116,752 |         |   | $       | 87,691 |        
|                    | Cost of equipment sales       |                          |      | 14,893                      |         |                           |         | 8,336                  |        |      |        | 28,656  |         |   |         | 16,149 |        
|                    | General and administrative    |                          |      | 21,636                      |         |                           |         | 14,036                 |        |      |        | 40,764  |         |   |         | 35,250 |        
|                    | Sales and marketing           |                          |      | 22,268                      |         |                           |         | 15,427                 |        |      |        | 43,363  |         |   |         | 28,800 |        
|                    | Depreciation and amortization |                          |      | 16,838                      |         |                           |         | 10,252                 |        |      |        | 32,307  |         |   |         | 21,129 |        
|                    |                               |                          |      |                             |         |                           |         |                        |        |      |        |         |         |   |         |       
|                    |                               | Total operating expenses |      | $                           | 137,137 |                           |         | $                      | 92,328 |      |        | $       | 261,842 |   |         | $      | 189,019 | 
|                   
|Adjusted EBITDA     |                               | $                        | (844 | )                           |         | $                         | (13,818 | )                      |        | $    | (4,383 | )       |         | $ | (26,483 | )     

For the definition of Adjusted EBITDA, and the reconciliation of Adjusted
EBITDA, which is a non-GAAP financial measure, to net income (loss), the most
directly comparable GAAP financial measure, see Adjustments to Reconcile Net
Income (Loss) to Adjusted EBITDA.

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Because
WWI has operations in Austria, Ireland and Slovenia 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 and six months ended June
30, 2003, reflect the effect of a 19% and 18%, respectively, appreciation of
the euro as compared to the U.S. dollar, compared to the same periods in 2002,
which had a comparable positive impact on revenues and a negative impact on
operating expenses. Such European subsidiaries, in aggregate, represented 85% and 87% of total international segment
revenues and operating expenses, respectively, for the three months ended June
30, 2003. Such European subsidiaries represented 85% and 88% of total
international segment revenues and operating expenses, respectively, for the
six months ended June 30, 2003. Fluctuations in exchange rates have
less effect on local operating results, however, because WWI conducts business
primarily 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 and six months ended
June 30, 2003, compared to the same periods in 2002, was mainly due to an
increase in the number of subscribers across all of 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, exclusive of changes in currency exchange rates, as we add international
subscribers and focus on growing ARPU.

The increase in roamer revenues for the three and six months ended June
30, 2003, compared to the same periods 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, exclusive of currency exchange rates, throughout
the remainder of 2003 as compared to the same period in 2002 as WWI expands its
European coverage.

Fixed line revenues increased for the three and six months ended June 30,
2003, compared to the same periods in 2002, mainly because of the strengthening
of the euro as compared to the U.S. dollar, which offset an actual decline in
fixed line revenue in the local currency caused by a decline in the number of subscribers, mainly in
Austria.

Equipment sales remained consistent for the three and six months ended
June 30, 2003, compared to the same periods in 2002, primarily due to selling
more handsets at a lower average price per handset.

Other revenues increased for the three and six months ended June 30, 2003,
compared to the same periods in 2002, mainly as a result of the launch of long
distance services in Bolivia in August 2002 and increased international
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.

Cost of service increased for the three and six months ended June
30, 2003, as compared to the same periods in 2002. This was due primarily to
an increase in the number of subscribers across all of our markets and
the strengthening of the euro as compared to the U.S. dollar. On a per average
international subscriber basis, monthly cost of service was $23.58 and $26.72
for the three months ended June 30, 2003 and 2002, respectively. On a per
average international subscriber basis, average monthly cost of service was
$23.68 and $27.30 for the six

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months ended June 30, 2003 and 2002, respectively. These decreases are
mainly due to increased cost efficiencies as a result of a growing subscriber
base, partially offset by the strengthening of the euro to the U.S. dollar
which increased cost of service on a per average international subscriber basis
by $5.54 and $5.43 for the three and six month periods ended June 30, 2003,
respectively, as compared to the same periods in 2002. 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, exclusive of changes in
currency exchange rates, due to increased cost efficiencies.

Cost of equipment sales increased for the three and six months ended June
30, 2003, compared to the same periods 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 increased for the three and six months
ended June 30, 2003 compared to the same periods in 2002, due primarily to an
increase in the number of subscribers across the majority of our markets and
the strengthening of the euro as compared to the U.S. dollar. On a per average
international subscriber basis, general and administrative monthly cost
decreased to $8.30 and $8.27 for the three and six months ended June 30, 2003,
respectively as compared to $8.47 and $10.97 for the three and six months ended
June 30, 2002, respectively. These decreases were mainly due to increased cost
efficiencies, partially offset by the strengthening of the euro to the U.S.
dollar which increased general and administrative monthly cost on a per
international subscriber basis by $1.34 and $1.65 for the three and six months
ended June 30, 2003, respectively, as compared to the same periods in 2002.
Management 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, exclusive of changes
in currency exchange rates, due to increased cost efficiencies.

Sales and marketing costs increased for the
three and six months ended June 30, 2003 compared to the same periods 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 subscriber addition (determined by dividing the sum of sales and
marketing costs and cost of equipment sales, reduced by equipment sales, by the
number of gross subscriber additions for the period) increased to $194.54 for
the three months ended June 30, 2003 from $192.02 for the three months ended
June 30, 2002. This year-over-year increase is primarily due to the
strengthening of the euro as compared to the U.S. dollar partially offset by
reduced sales costs in Ireland and Slovenia. International cost per gross
subscriber addition decreased to $186.10 for the six months ended June 30, 2003
from $193.45 for the six months ended June 30, 2002. This year-over-year
decrease is primarily due to reduced sales costs in Ireland and Slovenia
partially offset by strengthening of the euro as compared to the U.S. dollar.
The strengthening of the euro increased cost per gross addition by $40.21 and
$37.25 for the three and six months ended June 30, 2003, respectively, as
compared to the same periods in 2002. Management expects sales and marketing
costs, including equipment subsidies, to increase for the remainder of 2003, as
compared to the same period in 2002, due to a higher number of gross additions.

Depreciation and amortization expense increased for the three and six
months ended June 30, 2003 compared to the same periods 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 Adjusted EBITDA

Adjusted EBITDA (refer to definition at Adjustments to Reconcile Net
Income (Loss) to Adjusted EBITDA) for our international consolidated
subsidiaries improved for the three and six months ended June 30, 2003,
compared to the

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same periods in 2002, due to revenue growth and cost efficiencies in
existing markets. We expect international Adjusted EBITDA to improve
throughout the remainder of 2003 as compared to the same period in 2002 as a
result of continued subscriber growth and cost efficiencies in existing
markets.

Adjustments to Reconcile Net Income (Loss) to Adjusted EBITDA

EBITDA, which the Company has in the past also referred to as cash flow,
is a non-GAAP financial measure generally defined as net income (loss) before
interest, taxes, depreciation and amortization. However, when the Company uses
the non-GAAP financial measure EBITDA it further excludes the following items:
(i) asset dispositions; (ii) stock-based compensation; (iii) equity in net
(income) loss of unconsolidated affiliates, net of tax and other, net; (iv)
(gain) loss on sale of Croatian joint venture; (v) minority interests in net
loss of consolidated subsidiaries; and (vi) income from discontinued
operations. Accordingly, the Company has revised the title EBITDA that it
has used in the past to Adjusted EBITDA. Each of the items excluded from
Adjusted EBITDA referenced above is presented in the Companys Condensed
Consolidated Statements of Operations and Comprehensive Income (Loss).

Other companies in the wireless industry may define Adjusted EBITDA in a
different manner or present other varying financial measures, and, accordingly,
the Companys presentation may not be comparable to other similarly titled
measures of other companies. The Companys calculation of Adjusted EBITDA is
also not directly comparable to EBIT (earnings before interest and taxes) or
EBITDA.

The Company views Adjusted EBITDA as an operating performance measure and
as such, believes that the GAAP financial measure most directly comparable to
Adjusted EBITDA is net income (loss). The Company has presented Adjusted
EBITDA because this financial measure, in combination with other financial
measures, is an integral part of the Companys internal reporting system
utilized by management to assess and evaluate the performance of its business.
Adjusted EBITDA is also considered a significant performance measure. It is
used by management as a measurement of the Companys success in obtaining,
retaining and servicing customers by reflecting the Companys ability to
generate subscriber revenue while providing a high level of customer service in
a cost effective manner. The components of Adjusted EBITDA include the key
revenue and expense items for which our operating managers are responsible and
upon which the Company evaluates their performance.

Adjusted EBITDA is consistent with certain financial measures used in the
Companys Credit Facility and 2013 Notes. Such financial measures are key
components of several negative covenants including, among others, the
limitation on incurrence of indebtedness, the limitations on investments and
acquisitions and the limitation on distributions and dividends.

Adjusted EBITDA should not be construed as an alternative to net 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. The Company believes Adjusted EBITDA is useful to
investors as a means to evaluate the Companys operating performance prior to
financing costs, deferred tax charges, non-cash depreciation and amortization
expense and certain other non-cash charges. Although Adjusted EBITDA may be
defined differently by other companies in the wireless industry, the Company
believes that Adjusted EBITDA provides some commonality of measurement in
analyzing operating performance of companies in the wireless industry.

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A reconciliation of Net Income (Loss) to Adjusted EBITDA is included in
the following table:

|                  |                                                                                     |   |                             |         |               |   |              |         |          |   |               |         |              |   |       |        |  |   |         |         |   |   |         |        |  
|----------------- | ----------------------------------------------------------------------------------- | - | --------------------------- | ------- | ------------- | - | ------------ | ------- | -------- | - | ------------- | ------- | ------------ | - | ----- | ------ |  | - | ------- | ------- | - | - | ------- | ------ | -
|                  |                                                                                     |   | Three months ended June 30,
|                  |                                                                                     |   |                            
|                  |                                                                                     |   | 2003                        |         | 2002         
|                  |                                                                                     |   |                             |         |              
|                  |                                                                                     |   | Domestic                    |         | International |   | Consolidated |         | Domestic |   | International |         | Consolidated
|                  |                                                                                     |   |                             |         |               |   |              |         |          |   |               |         |             
|Net income (loss) |                                                                                     | $ | 22,994                      |         |               | $ | 17,331       |         |          | $ | 40,325        |         |              | $ | 1,004 |        |  | $ | (28,381 | )       |   | $ | (27,377 | )     
|                  | Depreciation and amortization                                                       |   |                             | 54,527  |               |   |              | 16,838  |          |   |               | 71,365  |              |   |       | 47,130 |  |   |         | 10,252  |   |   |         | 57,382 |  
|                  | Asset dispositions                                                                  |   |                             |         |               |   |              |         |          |   |               |         |              |   |       | 7,556  |  |   |         |         |   |   |         | 7,556  |  
|                  | Stock-based compensation                                                           
|                  | Interest and financing expense, net                                                 |   |                             | 22,252  |               |   |              | 15,187  |          |   |               | 37,439  |              |   |       | 28,031 |  |   |         | 10,971  |   |   |         | 39,002 |  
|                  | Equity in net (income) loss of
unconsolidated affiliates, net of
tax and other, net |   |                             | (2,339  | )             |   |              | (7,165  | )        |   |               | (9,504  | )            |   |       | 4,010  |  |   |         | (2,322  | ) |   |         | 1,688  |  
|                  | (Gain)
loss on sale of Croatian
joint venture                                       |   |                             | 1,574   |               |   |              | (42,093 | )        |   |               | (40,519 | )            |   |       |        |  |   |         |         |   |   |         |        |  
|                  | Minority interests in net loss of
consolidated subsidiaries                         |   |                             |         |               |   |              | (1,651  | )        |   |               | (1,651  | )            |   |       |        |  |   |         | (2,590  | ) |   |         | (2,590 | )
|                  | Provision for income taxes                                                          |   |                             | 6,036   |               |   |              | 709     |          |   |               | 6,745   |              |   |       | 4,238  |  |   |         | 817     |   |   |         | 5,055  |  
|                  | Income from discontinued operations                                                 |   |                             |         |               |   |              |         |          |   |               |         |              |   |       |        |  |   |         | (2,565  | ) |   |         | (2,565 | )
|                  |                                                                                     |   |                             |         |               |   |              |         |          |   |               |         |              |   |       |        |  |   |         |         |   |   |         |       
|                  | Adjusted EBITDA                                                                     |   | $                           | 105,044 |               |   | $            | (844    | )        |   | $             | 104,200 |              |   | $     | 91,969 |  |   | $       | (13,818 | ) |   | $       | 78,151 |  
|                  |                                                                                     |   |                             |         |               |   |              |         |          |   |               |         |              |   |       |        |  |   |         |         |   |   |         |       

|                  |                                                                                     |   |                           |         |               |   |              |         |          |   |               |         |              |   |         |         |   |   |         |         |   |   |          |         |  
|----------------- | ----------------------------------------------------------------------------------- | - | ------------------------- | ------- | ------------- | - | ------------ | ------- | -------- | - | ------------- | ------- | ------------ | - | ------- | ------- | - | - | ------- | ------- | - | - | -------- | ------- | -
|                  |                                                                                     |   | Six months ended June 30,
|                  |                                                                                     |   |                          
|                  |                                                                                     |   | 2003                      |         | 2002         
|                  |                                                                                     |   |                           |         |              
|                  |                                                                                     |   | Domestic                  |         | International |   | Consolidated |         | Domestic |   | International |         | Consolidated
|                  |                                                                                     |   |                           |         |               |   |              |         |          |   |               |         |             
|Net income (loss) |                                                                                     | $ | 37,523                    |         |               | $ | (18,759      | )       |          | $ | 18,764        |         |              | $ | (90,419 | )       |   | $ | (57,606 | )       |   | $ | (148,025 | )      
|                  | Depreciation and amortization                                                       |   |                           | 104,630 |               |   |              | 32,307  |          |   |               | 136,937 |              |   |         | 96,692  |   |   |         | 21,129  |   |   |          | 117,821 |  
|                  | Asset dispositions                                                                  |   |                           | 7,640   |               |   |              |         |          |   |               | 7,640   |              |   |         | 7,556   |   |   |         |         |   |   |          | 7,556   |  
|                  | Stock-based
compensation                                                           
|                  | Interest and financing expense, net                                                 |   |                           | 46,032  |               |   |              | 29,886  |          |   |               | 75,918  |              |   |         | 57,035  |   |   |         | 20,974  |   |   |          | 78,009  |  
|                  | Equity in net (income) loss of unconsolidated
affiliates, net of tax and other, net |   |                           | (4,352  | )             |   |              | (3,071  | )        |   |               | (7,423  | )            |   |         | (1,786  | ) |   |         | (2,338  | ) |   |          | (4,124  | )
|                  | (Gain)
loss on sale of Croatian joint venture                                       |   |                           | 1,574   |               |   |              | (42,093 | )        |   |               | (40,519 | )            |   |         |         |   |   |         |         |   |   |          |         |  
|                  | Minority interests in net loss of consolidated
subsidiaries                         |   |                           |         |               |   |              | (4,043  | )        |   |               | (4,043  | )            |   |         |         |   |   |         | (5,825  | ) |   |          | (5,825  | )
|                  | Provision for income taxes                                                          |   |                           | 9,845   |               |   |              | 1,390   |          |   |               | 11,235  |              |   |         | 107,778 |   |   |         | 1,210   |   |   |          | 108,988 |  
|                  | Income from discontinued operations                                                 |   |                           |         |               |   |              |         |          |   |               |         |              |   |         |         |   |   |         | (4,027  | ) |   |          | (4,027  | )
|                  |                                                                                     |   |                           |         |               |   |              |         |          |   |               |         |              |   |         |         |   |   |         |         |   |   |          |        
|                  | Adjusted EBITDA                                                                     |   | $                         | 202,892 |               |   | $            | (4,383  | )        |   | $             | 198,509 |              |   | $       | 176,856 |   |   | $       | (26,483 | ) |   | $        | 150,373 |  
|                  |                                                                                     |   |                           |         |               |   |              |         |          |   |               |         |              |   |         |         |   |   |         |         |   |   |          |        

Consolidated Other Income (Expense)

Consolidated
interest and financing expense, net decreased to $37.4 million and
$75.9 million for the three and six months ended June 30, 2003, from $39.0
million and $78.0 million for the same periods one year ago. The decrease was
primarily due to a reduction of our weighted average interest rate partially
offset by a slight increase in our average debt balance. For the three months
ended June 30, 2003 and 2002, the domestic weighted average interest rate paid
to third parties was 6.0% and 6.7%, respectively. For the six months ended
June 30, 2003 and 2002, the domestic weighted average interest rate paid to
third parties was 6.1% and 6.7%, respectively. For the three months ended June
30, 2003 and 2002, the consolidated international weighted average interest
rates paid to third parties by WWI was 6.7% and 6.6%, respectively. For the
six months ended June 30, 2003 and 2002, the consolidated international
weighted average interest rates paid to third parties by WWI was 6.9% and 6.6%,
respectively. We anticipate consolidated interest and financing expense to
increase for the remainder of 2003 as compared to 2002 due to the restructuring
and refinancing of our existing domestic financing arrangements (for further
discussion see Consolidated Liquidity and Capital Resources). This
restructuring will result in a higher domestic weighted average interest rate
partially offset by a decrease in our average debt balance.

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In the second quarter of 2003, we recognized a $40.5 million gain related
to the sale of WWIs investment in VIP-Net in Croatia. Our proceeds were $69.6
million.

Provision for Income Taxes

For the six months ended June 30, 2003, compared to the same period in
2002, the provision for income taxes has decreased $97.8 million. In
connection with the adoption of Statement of Financial Accounting Standards
(SFAS) No. 142 Goodwill and Other Intangible Assets, for the six months
ended June 30, 2002, we incurred a deferred income tax provision of
approximately $107.8 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 $10.9 million for the six months ended
June 30, 2002. The continuing deferred income tax provision resulted from
growth in our deferred tax liability that cannot be estimated to reverse during
our NOL carryforward period. This adjustment reflected tax accounting
requirements and was 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 represented a non-cash charge and were not currently paid
or payable and accordingly there was 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 and six months ended June 30, 2003, the ongoing difference
between book and tax amortization resulted in an additional domestic deferred
income tax provision of approximately $6.0 million and $9.8 million,
respectively. For the three months ended June 30, 2003, this was comprised of
a $6.0 million deferred income tax provision. For the six months ended June
30, 2003, this was comprised of $12.3 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 was related
to reversing the cumulative deferred income tax provision associated with the
impairment charge reflected in asset dispositions.

Consolidated Loss from Continuing Operations

For the three months ended June 30, 2003, on a consolidated basis, the
$70.3 million improvement in the income (loss) from continuing operations
resulted mainly from those items discussed in the Domestic Adjusted EBITDA
and International Adjusted EBITDA sections above along with the gain on sale
of the Croatian joint venture.

Total Discontinued Operations

Total discontinued operations for the three and six months ended June 30,
2002 represented net income of $2.6 million and $4.0 million, respectively,
from TAL, our Icelandic subsidiary. TAL was sold by us in November 2002.

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Consolidated Liquidity and Capital Resources

At June 30, 2003 we had a $2.1 billion credit facility with a consortium
of lenders (the Credit Facility) consisting of: (i) a $500 million term loan
(Term Loan A); (ii) a $600 million term loan (Term Loan B); and (iii) two
$500 million revolving loans (Revolver A and Revolver B).

In July 2003, we amended the Credit Facility. With the amendment we
reduced the commitment under Revolver A to $350 million and prepaid: (i) $150
million under Term Loan A; (ii) $100 million under Term Loan B; and (iii) $150
million under Revolver B. The commitment reduction in Revolver A and each such
prepayment was applied to the earliest maturities first. In addition, among
other modifications, we modified certain quarterly financial covenants and
included a new covenant requiring our domestic operations to maintain a minimum
ratio of annualized operating cash flow to senior secured indebtedness. The
amendment will also require us to make mandatory prepayments from excess cash
flow and from certain proceeds of certain indebtedness. In 2004,
based on current assumptions, we may be
required to prepay the Credit Facility between $40 million and $60
million in excess cash flow. These prepayments will not effect the amount available under
Revolver A. The amended Credit Facility further limits the amount we are
permitted to invest in our international subsidiaries from January 1, 2003 to
$100 million plus certain other amounts received by us or our domestic
subsidiaries from our international subsidiaries. Our applicable margin under
Revolver A, Revolver B and Term Loan A, based upon our leverage ratio, has been
increased to a range of 1.625% to 2.25% for Eurodollar advances and 0.625% to
1.25% for prime rate advances. The applicable margin for Term Loan B increased
to 3.25% for Eurodollar advances and 2.25% for prime rate advances. At August
1, 2003, we had $125 million available to borrow under the amended Credit
Facility.

At June 30, 2003 we had outstanding $187.1 million and $196.0 million of
101/2% Senior Subordinated Notes due 2006 and 2007, respectively (the 2006
Notes and the 2007 Notes). On July 17, 2003 the Bank of New York, as
trustee, notified holders of the 2006 Notes and the 2007 Notes that we have
elected to redeem the entire principal amount of the 2006 Notes and 2007 Notes
together with accrued interest on August 18, 2003. The redemption price for
the 2006 Notes is 101.75% and the redemption price for the 2007 Notes is
103.5%. We will record an aggregate loss on the early redemption of the 2006
Notes and the 2007 Notes of approximately $14 million in the third quarter of
2003.

In July 2003, we issued $600 million of 9.25% Senior Notes due 2013 (the 2013
Notes) at par. Interest is payable semi-annually. We may redeem the 2013
Notes at our option at any time on or after July 15, 2008, in whole or from
time to time in part, at specified redemption prices, plus accrued and unpaid
interest. In addition, on or before July 15, 2008, we may redeem any of the
2013 Notes at our option at any time, in whole, or from time to time in part,
at a redemption price equal to the greater of (i) 100% of the principal amount
of the notes being redeemed or (ii) the sum of the present value of the
remaining scheduled payments of principal and interest on the notes being
redeemed discounted to the date of redemption at a specified rate. The 2013
Notes contain certain covenants that, among other things, limit our ability to
incur additional indebtedness, make certain asset dispositions, make restricted
payments, issue capital stock of certain wholly-owned subsidiaries and enter
into certain mergers, sales or combinations.

In June 2003, we issued $115 million of 4.625% Convertible Subordinated
Notes due 2023 (the 2023 Notes) at par. Interest is payable semi-annually.
The 2023 Notes are convertible into Class A common stock at a per share price of
$15.456, subject to adjustment, at any time or, at our option, an equivalent amount of cash in lieu of
shares of common stock. In addition, holders may require that we repurchase
all or a portion of the 2023 Notes on June 15, 2013 and June 15, 2018 at par
plus accrued interest payable in cash or Class A common stock, at our option.
Between June 18, 2006 and June 18, 2010, we may redeem in whole or in part the
2023 Notes in cash at par plus accrued interest plus a make whole amount equal
to the present value of the remaining scheduled interest payments through and
including June 15, 2010, subject to the closing sales price of our common stock
exceeding the conversion price by 150% for 20 trading days in

30



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any consecutive 30 day trading period immediately prior to notification of
redemption. Between June 18, 2010 and June 18, 2013, we may redeem in cash at
par plus accrued interest all or a portion of the 2023 Notes subject to the
closing sales price of our common stock exceeding the conversion price by 125%
for 20 trading days in any consecutive 30 day trading period immediately prior
to notification of redemption. After June 18, 2013, the 2023 Notes are
redeemable at par plus accrued interest.

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. In May 2003, WWI
contributed an additional $2.9 million in equity to Vega as a result of Vegas
revenue shortfalls during the three months ended March 31, 2003. As of June
30, 2003, Vega is not in compliance with certain covenants, including
its network coverage, minimum service revenue and minimum
subscriber covenants. As a result, WWI and the participating banks
are negotiating, and have substantially agreed to, all material terms of an amended credit facility. Under the terms of the
drafted amendment, the following changes to the terms of the Slovenian Credit
Facility will be made: (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 $21.4 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. We have
obtained a waiver of certain covenants through August 28, 2003. So long as the
amendment process is moving forward in an acceptable manner, we believe that no
action to accelerate the loans under the Slovenian Credit Facility will be
taken. Based on the facts, we have presented the Slovenian Credit
Facility in the current portion of long-term debt as required by U.S.
GAAP. Once
the amendment is in place, the long-term portion of the Slovenian Credit
Facility will be classified as long-term based on the original maturities
schedule. However, there can be no assurance 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.
As of June 30, 2003, Vega had $86.0 million outstanding 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. Currently, the maturity date of the
Bolivian Bridge Loan has been extended to August 19, 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 at
which time WWIC will be required to provide $11.6 million as cash collateral
for a letter of credit in favor of OPIC until such time as NuevaTel satisfies
certain financial and other conditions. 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 or that the Bolivian Refinancing will be consummated. As of June
30, 2003, the outstanding amount under the Bolivian Bridge Loan was $34.7
million and the facility was fully drawn.

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tele.ring has a 185 million euro term loan facility (the tele.ring Term
Loan). As of June 30, 2003, $198.7 million, including accrued interest, was
outstanding under the tele.ring Term Loan and 25 million euro was available to
borrow.

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

|              |  |                       |         |      |  |        |       |      |  |      |       |      |  |      |       |       |  |   |       |  |  |   |       |  |  |   |       |        |  |   |       | 
|------------- |  | --------------------- | ------- | ---- |  | ------ | ----- | ---- |  | ---- | ----- | ---- |  | ---- | ----- | ----- |  | - | ----- |  |  | - | ----- |  |  | - | ----- | ------ |  | - | ----- | 
|              |  |                       |         |      |  | Six    |       |      |  |      |       |      |  |      |       |       |  |   |       |  |  |   |       |  |  |   |       |        |  |  
|              |  |                       |         |      |  | months |       |      |  |      |       |      |  |      |       |       |  |   |       |  |  |   |       |  |  |   |       |        |  |  
|              |  |                       |         |      |  | ending |       |      |  |      |       |      |  |      |       |       |  |   |       |  |  |   |       |  |  |   |       | There-
|              |  | Total                 |         | 2003 |  | 2004   |       | 2005 |  | 2006 |       | 2007 |  | 2008 |       | after
|              |  |                       |         |      |  |        |       |      |  |      |       |      |  |      |       |      
|              |  | (Dollars in millions)
|Domestic      |  | $                     | 2,254.3 |      |  | $      | 53.1  |      |  | $    | 156.1 |      |  | $    | 256.1 |       |  | $ | 519.1 |  |  | $ | 504.9 |  |  | $ | 645.0 |        |  | $ | 120.0 | 
|International |  |                       | 328.1   |      |  |        | 124.1 |      |  |      | 9.7   |      |  |      | 65.3  |       |  |   | 129.0 |  |  |   | 0.0   |  |  |   | 0.0   |        |  |   | 0.0   | 
|              |  |                       |         |      |  |        |       |      |  |      |       |      |  |      |       |       |  |   |       |  |  |   |       |  |  |   |       |        |  |   |       | 
|Total         |  | $                     | 2,582.4 |      |  | $      | 177.2 |      |  | $    | 165.8 |      |  | $    | 321.4 |       |  | $ | 648.1 |  |  | $ | 504.9 |  |  | $ | 645.0 |        |  | $ | 120.0 | 
|              |  |                       |         |      |  |        |       |      |  |      |       |      |  |      |       |       |  |   |       |  |  |   |       |  |  |   |       |        |  |   |       | 

Subsequent to the end of the quarter, we used the proceeds from the 2013
Notes, the 2023 Notes and the sale of our minority interest in VIP-Net GSM
d.o.o. to prepay $400 million of the Credit Facility, applied to earliest
maturities first, as provided for under the Credit Facility amendment. The
remainder of the proceeds will be used to redeem the 2006 Notes and 2007 Notes,
as previously discussed. The following table represents the aggregate amounts
of principal maturities taking the previously mentioned transactions into
consideration:

|              |  |                       |         |      |  |        |       |      |  |      |     |      |  |      |       |       |  |   |       |  |  |   |       |  |  |   |       |        |  |   |       | 
|------------- |  | --------------------- | ------- | ---- |  | ------ | ----- | ---- |  | ---- | --- | ---- |  | ---- | ----- | ----- |  | - | ----- |  |  | - | ----- |  |  | - | ----- | ------ |  | - | ----- | 
|              |  |                       |         |      |  | Six    |       |      |  |      |     |      |  |      |       |       |  |   |       |  |  |   |       |  |  |   |       |        |  |  
|              |  |                       |         |      |  | months |       |      |  |      |     |      |  |      |       |       |  |   |       |  |  |   |       |  |  |   |       |        |  |  
|              |  |                       |         |      |  | ending |       |      |  |      |     |      |  |      |       |       |  |   |       |  |  |   |       |  |  |   |       | There-
|              |  | Total                 |         | 2003 |  | 2004   |       | 2005 |  | 2006 |     | 2007 |  | 2008 |       | after
|              |  |                       |         |      |  |        |       |      |  |      |     |      |  |      |       |      
|              |  | (Dollars in millions)
|Domestic      |  | $                     | 2,071.3 |      |  | $      | 0.1   |      |  | $    | 0.1 |      |  | $    | 150.1 |       |  | $ | 326.1 |  |  | $ | 302.9 |  |  | $ | 572.0 |        |  | $ | 720.0 | 
|International |  |                       | 328.1   |      |  |        | 124.1 |      |  |      | 9.7 |      |  |      | 65.3  |       |  |   | 129.0 |  |  |   | 0.0   |  |  |   | 0.0   |        |  |   | 0.0   | 
|              |  |                       |         |      |  |        |       |      |  |      |     |      |  |      |       |       |  |   |       |  |  |   |       |  |  |   |       |        |  |   |       | 
|Total         |  | $                     | 2,399.4 |      |  | $      | 124.2 |      |  | $    | 9.8 |      |  | $    | 215.4 |       |  | $ | 455.1 |  |  | $ | 302.9 |  |  | $ | 572.0 |        |  | $ | 720.0 | 
|              |  |                       |         |      |  |        |       |      |  |      |     |      |  |      |       |       |  |   |       |  |  |   |       |  |  |   |       |        |  |   |       | 

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 be $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 we
anticipate spending approximately $105 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 $45 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 $25 million.

We believe that domestic and international operating cash flow and
available international loan facilities will be adequate to fund our remaining
2003 domestic and international capital expenditures and working capital
requirements. For the remainder of 2003, our domestic business plans do not
indicate a need to borrow under the Credit Facility, even though borrowing
capacity exists. Our domestic and international operating cash flow is

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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 contained in the Credit Facility and the 2013 Notes or in the event
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.

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 on acceptable terms, if at all.

In April 2003, we filed a Form S-3 as a shelf registration statement (the
Shelf Registration Statement) with the SEC. In addition,
we have agreed to file a shelf registration statement with the SEC to
register the resale of the 2023 Notes and the shares of Class A
common stock issuable upon their conversion. In the event certain
registration defaults relating to the filing, effectiveness or
availability of that shelf registration statement exist, then for the
first 90-day period that such default exists the annual rate of
interest on the 2023 Notes will increase by 0.25%. For any additional
days that such a registration default exists, the annual rate of
interest on the 2023 Notes will increase by 0.50%. We have also
agreed to file a registration statement pursuant to which we will
either offer to exchange the 2013 Notes for substantially similar
notes that are registered or, in certain circumstances, register the
resale of the 2013 Notes. In the event certain registration defaults
relating to the filing, effectiveness or availability of the
registration statement exist, then for each 90-day period that such
default exists the annual rate of interest on the 2013 Notes will increase by 0.25% to a maximum of 1.00%. We intend to file additional registration statements as well as use the Shelf Registration Statement to effect these registrations.

Net cash provided by operating activities was $134.6 million for the six
months ended June 30, 2003. Adjustments to the $18.8 million net income to
reconcile to net cash provided by operating activities included: (i) $138.7
million of depreciation and amortization; (ii) $9.8 million in deferred income
taxes; (iii) $40.5 million gain on sale of Croatian joint venture; and (iv)
$7.6 million for loss on asset dispositions. Net cash provided by operating
activities was $91.7 million for the six months ended June 30, 2002.

Net cash used in investing activities was $31.3 million for the six months
ended June 30, 2003. Investing activities for the period consisted primarily
of (i) $99.8 million in purchases of property and equipment, of which $35.5 million
was related to WWI, and; (ii) $69.6 million in proceeds from sale of Croatian joint
venture. Net cash used in investing activities was $183.2 million for the six
months ended June 30, 2002.

Net cash provided by financing activities was $84.0 million for the six
months ended June 30, 2003. Financing activities for such period consisted
primarily of additions to long-term debt of $139.5 million and repayments of long-term debt amounting to $56.0
million. Net cash provided by financing activities was $85.4 million for the
six months ended June 30, 2002.

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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 June 30, 2003 and
2002, had an outstanding balance of $2.0 billion and $1.8 billion,
respectively. The fair value of such debt approximates the carrying value. At
June 30, 2003 and 2002, of this variable rate debt, $1.0 billion and $0.7
billion were hedged using interest rate caps, swaps and collars, respectively.
These caps, swaps and collars expire at various dates between September 2003
and March 2006. The hedges in effect at June 30, 2003, fixed LIBOR between
1.30% and 7.75%. At June 30, 2002, these hedges fixed LIBOR between 4.91% and
7.75%. Based on our domestic unhedged variable rate obligations outstanding at
June 30, 2003 and 2002, a hypothetical increase or decrease of 10% in the LIBOR
rate would have increased or decreased our domestic interest expense for the
six month periods then ended by approximately $0.6 million and $1.2 million,
respectively.

In 2003, our domestic operations entered into interest rate swaps with a
total notional value of $296 million which convert fixed rate debt to variable
rate debt. The interest rate swaps qualify 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 Notes and 2007 Notes
respective maturity dates and are callable at the option of the issuer. 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 fixed rate payments of
10.50% in return. The fair value of the interest rate swaps were $4.0 million
at June 30, 2003. Assuming a hypothetical increase or decrease of 10% in
interest rates, the fair value of the interest rate swaps and 2006 Notes and
2007 Notes would have changed by approximately $1.7 million at June 30, 2003.

Our international operations also have variable rate debt that, at June
30, 2003 and 2002, had an outstanding balance of approximately $305.4 million
and $166.9 million, respectively. The fair value of such debt approximates the
carrying value at June 30, 2003. Of this variable rate debt, $44.6 million is
hedged at June 30, 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 June 30, 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 the six month periods then
ended by approximately $0.4 million and $0.2 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, 13% of our total international segment revenues is 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 $4.4 million and $4.0 million decrease in loss
from continuing operations before provision for income taxes during the six
months ended June 30, 2003 and 2002, respectively. A change in such loss

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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.

Our Slovenian operations, whose functional currency is the Slovenian
Tolar, had variable rate debt, including accrued interest, of approximately
$77.4 million and $43.4 million, at June 30, 2003 and 2002, respectively,
denominated and repayable in euros. Our Austrian operations, whose functional
currency is the euro, had variable rate debt, including accrued interest, of
approximately $198.7 million and $93.6 million, at June 30, 2003 and 2002,
respectively, denominated and repayable in euros. A 10% appreciation in the
euro as compared to the Slovenian Tolar would have resulted in approximately
$7.4 million and $4.0 million increase in loss from continuing operations
before provision for income taxes during the six month periods ended June 30,
2003 and 2002, respectively. 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 approximately $31.8 million
increase in debt outstanding at June 30, 2003 and an approximately $15.2
million increase in debt outstanding at June 30, 2002, with an offsetting
currency translation adjustment.

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Item 4. Controls and Procedures

(A)     Evaluation of Disclosure Controls and Procedures

As of the end of the period covered by 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 Control over Financial Reporting

There
have been no changes in internal control over financial reporting
that occurred during our last fiscal quarter that have materially
affected, or are reasonably likely to materially effect, our internal
control over financial reporting.

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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

In June
2003, we issued and sold $115 million of 4.625% Convertible
Subordinated Notes due 2023 (the 2023 Notes) in a private
placement to Qualified Institutional Buyers (as such term is defined
in the Securities Act) in reliance on Rule 144A of the Securities
Act. Citigroup Global Markets Inc., J.P. Morgan Securities, Inc. and
Wachovia Securities, Inc. were the initial purchasers of the 2023
Notes. The discount to the initial purchasers was 2.75%, or
$3,126,500, resulting in net proceeds to us of $111,837,500 (before
deducting offering expenses payable by us). The 2023 Notes are
convertible into Class A common stock at a per share price of
$15.456, subject to adjustment, at any time or, at our option, an
equivalent amount of cash in lieu of shares of common stock.




Item 3. Defaults upon Senior Securities

None.




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

The Annual Meeting of Shareholders was held on May 29, 2003. The
following matters were voted upon at the meeting and received the number of
votes indicated:



| | 1. |  | To elect eight directors to serve until the Annual Meeting of
Shareholders for 2003 and until their respective successors are elected
and qualified.
| | -- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

|                     |  |     |             |          |  |  |           | 
|-------------------- |  | --- | ----------- | -------- |  |  | --------- | 
|                     |  | For |             | Withheld
|                     |  |     |             |         
|John W. Stanton      |  |     | 127,366,160 |          |  |  | 7,377,780 | 
|John L. Bunce        |  |     | 132,644,378 |          |  |  | 2,099,562 | 
|Mitchell R. Cohen    |  |     | 132,817,152 |          |  |  | 1,926,788 | 
|Daniel J. Evans      |  |     | 133,102,309 |          |  |  | 1,641,631 | 
|Theresa E. Gillespie |  |     | 127,340,602 |          |  |  | 7,403,338 | 
|Jonathan M. Nelson   |  |     | 132,727,633 |          |  |  | 2,016,307 | 
|Mikal J. Thomsen     |  |     | 126,994,278 |          |  |  | 7,749,662 | 
|Peter H. van Oppen   |  |     | 132,513,238 |          |  |  | 2,230,702 | 



| | 2. |  | To ratify the selection of PricewaterhouseCoopers LLP as our
independent auditors for 2002 and 2003.
| | -- |  | ----------------------------------------------------------------------------------------------------

|         |  |  |  |            
|-------- |  |  |  | -----------
|For:     |  |  |  | 133,842,531
|Against: |  |  |  | 888,123    
|Abstain: |  |  |  | 13,287     

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| | 3. |  | To amend the Western Wireless Corporation 1994 Management Incentive
Stock Option Plan to increase the number of shares available for
issuance there under by 2,500,000 shares.
| | -- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|         |  |  |  |            
|-------- |  |  |  | -----------
|For:     |  |  |  | 133,433,544
|Against: |  |  |  | 1,280,052  
|Abstain: |  |  |  | 30,344     




Item 5. Other Information

None.




Item 6. Exhibits and Reports On Form 8-K

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

|        |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------- |  |  |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  |  |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.5     |  |  |  | Western Wireless
Corporation hereby agrees to furnish the Securities and Exchange
Commission, upon its request, a copy of any instrument which defines
the rights of holders of long-term debt of Western Wireless
Corporation and all of its subsidiaries for which consolidated or
unconsolidated financial statements are required to be filed, and
which does not exceed 10% of the total assets of Western Wireless
Corporation and its subsidiaries on a consolidated basis.
|        |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.36   |  |  |  | Western Wireless Corporation Executive Restricted Stock Plan, as
amended through May 2003                                                                                                                                                                                                                                                                                                                                                                                         
|        |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.37   |  |  |  | Master Purchase and License Agreement between Western Wireless
Corporation and Nortel Networks, Inc. dated July 16, 2003                                                                                                                                                                                                                                                                                                                                                          
|        |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.38   |  |  |  | First Amendment to Loan Agreement, dated as of July 9, 2003
relating to the Loan Agreement, dated as of April 25, 2000                                                                                                                                                                                                                                                                                                                                                            
|        |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|12.1    |  |  |  | Computation of Ratio
of Earnings to Fixed Charges.                                                                                                                                                                                                                                                                                                                                                                                                                                
|        |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|31.1    |  |  |  | Certification of John W. Stanton, Chairman and Chief Executive
Officer of Western Wireless Corporation, pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a))                                                                                                                                                                                                                                                                                                
|        |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|31.2    |  |  |  | Certification of M. Wayne Wisehart, Executive Vice President and
Chief Financial Officer of Western Wireless Corporation,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule
13a-14(a))                                                                                                                                                                                                                                                                              
|        |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|32.1    |  |  |  | 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)                                                                                                                                                                                                                           
|        |  |  |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|32.2    |  |  |  | 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)                                                                                                                                                                                                         



|(b) |  | Reports on Form 8-K                                                                                                                                                                                                                                                                                         
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|    |  | A Form 8-K was filed on April 14, 2003 for the purpose of reporting, under
Item 5, a reconciliation of certain non-GAAP financial measures with the
most directly comparable financial measures calculated in accordance with
GAAP previously disclosed by the Company for the year ended December 31,
2002.
|   
|    |  | A Form 8-K was furnished on May 1, 2003 and amended on May 2, 2003 on Form
8-K/A, for the purpose of reporting, under Items 9 and 12, the Companys
financial and operating results for the quarter ended March 31, 2003.                                                                                   
|   
|    |  | A Form 8-K was filed on June 4, 2003 for the purpose of reporting, under
Item 5, the sale of the Companys 19% interest in VIP-Net d.o.o., a
Croatian wireless operator.                                                                                                                                    

38



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##### Table of Contents





| |  | A Form 8-K was filed on June 6, 2003 for the purpose of reporting, under
Item 5, completion of the Companys offering of $100 million Convertible
Subordinated Notes due 2023.                                     
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  | A Form 8-K was filed on June 16, 2003 for the purpose of reporting, under
Item 5, completion of the sale of an additional $15 million principal
amount of the $100 million Convertible Subordinated Notes due 2023.
|
| |  | A Form 8-K was filed on June 25, 2003 for the purpose of reporting, under
Item 5, completion of the sale of the Companys 19% interest in VIP-Net
d.o.o, a Croatian wireless operator.                             

39



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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 |  |     |  | Vice President and Controller
|    |  | Chief Financial Officer      |  |     |  | (Chief Accounting Officer)   

Dated: August 8, 2003

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##### Table of Contents






EXHIBIT INDEX

|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Exhibit |  | Description                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|4.5     |  | Western Wireless
Corporation hereby agrees to furnish the Securities and Exchange
Commission, upon its request, a copy of any instrument which defines
the rights of holders of long-term debt of Western Wireless
Corporation and all of its subsidiaries for which consolidated or
unconsolidated financial statements are required to be filed, and
which does not exceed 10% of the total assets of Western Wireless
Corporation and its subsidiaries on a consolidated basis.
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.36   |  | Western Wireless Corporation Executive Restricted Stock Plan, as
amended through May 2003                                                                                                                                                                                                                                                                                                                                                                                         
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.37   |  | Master Purchase and License Agreement between Western Wireless
Corporation and Nortel Networks, Inc. dated July 16, 2003                                                                                                                                                                                                                                                                                                                                                          
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|10.38   |  | First Amendment to Loan Agreement, dated as of July 9, 2003
relating to the Loan Agreement, dated as of April 25, 2000                                                                                                                                                                                                                                                                                                                                                            
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|12.1    |  | Computation of Ratio of Earnings to Fixed Charges                                                                                                                                                                                                                                                                                                                                                                                                                                 
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|31.1    |  | Certification of John W. Stanton, Chairman and Chief Executive
Officer of Western Wireless Corporation, pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 (Rule 13a-14(a))                                                                                                                                                                                                                                                                                                
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|31.2    |  | Certification of M. Wayne Wisehart, Executive Vice President and
Chief Financial Officer of Western Wireless Corporation,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (Rule
13a-14(a))                                                                                                                                                                                                                                                                              
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|32.1    |  | 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)                                                                                                                                                                                                                           
|        |  |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|32.2    |  | 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)                                                                                                                                                                                                         

41